Exhibit 10.1 Employment and Consulting Agreement


    
      

    

     

    Exhibit
      A

     

    EMPLOYMENT
      AND CONSULTING AGREEMENT

     

    THIS
      AGREEMENT (the “Agreement”), made in New York, New York as of July 1, 2005,
      between Greg Manning Auctions, Inc., a Delaware corporation (the “Company”), and
      Greg Manning (“Executive”).

     

    WHEREAS,
      the Company has employed Executive as its President and Chief Executive Officer
      since July 1, 1992;

     

    WHEREAS,
      the Company desires to continue to employ Executive in a modified capacity
      as
      its Head of the U.S. and Asia Philatelic Auction Division, and Executive desires
      to accept such continued employment on the terms and conditions hereinafter
      set
      forth;

     

    NOW,
      THEREFORE, IN CONSIDERATION of the mutual covenants and agreements hereinafter
      set forth, the Company and Executive agree as follows:

     

    1. Term.

     

    Unless
      earlier terminated in accordance with Section 4 hereof, the term of Executive’s
      employment under this Agreement shall be the three-year period commencing as
      of
      the date hereof and ending on June 30, 2008 (the “Term”).

     

    2. Employment.

     

    (a) Employment
      by the Company.
      Executive agrees to continue to be employed by the Company during the Term
      upon
      the terms and subject to the conditions set forth in this Agreement. Executive
      shall serve as the Head of the U.S. and Asia Philatelic Auction Division of
      the
      Company and shall report to the President and Chief Executive Officer of the
      Company. Executive agrees to serve as a member of the Board of Directors of
      the
      Company, without additional remuneration, if appointed or elected to such
      position.

     

    (b) Performance
      of Duties.
      Throughout the Term, Executive shall faithfully and diligently perform
      Executive’s duties in conformity with the directions of the Company and serve
      the Company to the best of Executive’s ability. Executive shall devote his full
      business time and best efforts to the business and affairs of the Company.
      In
      his capacity as the Head of U.S. and Asia Philatelic Auction Division of the
      Company, Executive shall have responsibility for philatelic auctions conducted
      by the Company, Ivy & Manning Philatelic Auctions, Inc., H.R. Harmer, Inc.,
      Greg Manning Galleries, Inc., Nutmeg Stamp Sales, Inc. and John Bull Stamp
      Auctions, Ltd. in North America and Asia and shall have such duties and
      responsibilities as are customary for Executive’s position and any other duties
      or responsibilities he may be assigned by the President and Chief Executive
      Officer of the Company.

     

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (c)
      Place of Performance.
      Executive shall be initially based at the Company’s offices in West Caldwell,
      New Jersey. Executive
      recognizes that his duties will require, at the Company’s expense, travel to
      domestic and international locations, including, without limitation, the
      Company’s New York offices.

     

    3. Compensation
      and Benefits.

     

    (a) Base
      Salary.
      The
      Company agrees to pay to Executive a base salary (“Base Salary”) at the annual
      rate of (i) $500,000 during the first year of the Term, (ii) $550,000
      during the second year of the Term, and (iii) $600,000 during the third year
      of
      the Term. Payments of the Base Salary shall be payable in equal installments
      in
      accordance with the Company’s standard payroll practices.

     

    (b) Standard
      Bonus.
      The
      Company shall pay Executive a $50,000 cash bonus (the “Standard Bonus”) for each
      fiscal year during the Term. The Standard Bonus shall be paid within thirty
      days
      following the issuance of financial statements for the fiscal year in respect
      of
      which such bonus is payable, provided that in no event shall the Standard Bonus
      be paid later than the March 14 next occurring following the end of such fiscal
      year (the “Standard Bonus Payday”). Except as provided in Section 5(a)(ii),
      Executive must be employed by the Company on the Standard Bonus Payday to be
      eligible for the Standard Bonus.

     

    (c) Retention
      Bonus.
      The
      Company shall pay Executive a cash retention bonus (the “Retention Bonus”),
      provided that Executive remains employed through June 30, 2008. The Retention
      Bonus shall be equal to (i) $45,750, less (ii) (A) 50,000 multiplied by (B)
      the
      Share Price Differential. For purposes of this Section 3(c), the “Share Price
      Differential” means the amount, if any, by which the closing price of the
      Company’s common stock on July 1, 2005, exceeds the average of closing prices of
      the Company’s common stock as reported in the Wall Street Journal for the period
      between June 1, 2008 and June 30, 2008. Payment of the Retention Bonus, if
      any,
      shall be made on July 31, 2008; provided, however, that if necessary to comply
      with Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended
      (the “Code”), and applicable administrative guidance and regulations, such
      payment shall be made on December 31, 2008.

     

    (d) Performance-Based
      Compensation.
      Executive will be eligible to receive performance-based compensation pursuant
      to
      the Greg Manning Incentive Compensation Program set forth on Annex A
      hereto.

     

    (e) Benefits
      and Perquisites.
      During
      Executive’s employment hereunder, Executive shall be entitled to participate in,
      to the extent Executive is otherwise eligible under the terms thereof, the
      benefit plans and programs, and receive the benefits and perquisites, generally
      provided by the Company to executives of the Company, including without
      limitation disability insurance and family medical insurance (subject to
      applicable employee contributions). Executive shall be entitled to receive
      four
      weeks of annual paid vacation during his employment hereunder.

     

    (f)
      Business
      Expenses.
      The
      Company agrees to reimburse Executive for all reasonable and necessary travel,
      business entertainment and other business expenses incurred by Executive in
      connection with the performance of his duties under this Agreement. Such
      reimbursements shall be made by the Company on a timely basis upon submission
      by
      Executive of vouchers in accordance with the Company’s standard
      procedures.

     

     

     


    
      
        
        

      

      
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    (g) Car
      Lease.
      Executive may lease an automobile in his own name and at Company expense.
      Executive shall cause the vehicle to be properly insured and maintained. During
      Executive’s employment hereunder, the Company shall reimburse Executive for all
      reasonable costs associated with such lease, including lease costs, costs of
      insurance, routine maintenance, and service and repair of the vehicle, provided
      that the Company’s obligation pursuant to this Section 3(g) shall not exceed
      $1,000 per month.

     

    (h) Indemnification.
      The
      Company shall indemnify Executive, to the fullest extent permitted by law,
      for
      any and all liabilities to which he may be subject as a result of, in connection
      with or arising out of his employment by the Company hereunder, as well as
      the
      costs and expenses (including reasonable attorneys’ fees) of any legal action
      brought or threatened to be brought against him or the Company as a result
      of,
      in connection with or arising out of such employment. Executive shall be
      entitled to the full protection of any insurance policies which the Company
      may
      elect to maintain generally for the benefit of its directors and
      officers.

     

    (i) No
      Other Compensation or Benefits; Payment.
      Except
      as otherwise provided in Section 6, the compensation and benefits specified
      in
      this Section 3 and in Section 5 of this Agreement shall be in lieu of any and
      all other compensation and benefits. Payment of all compensation and benefits
      to
      Executive specified in this Section 3 and in Section 5 of this Agreement (i)
      shall be made in accordance with the relevant Company policies in effect from
      time to time to the extent the same are consistently applied, including normal
      payroll practices, and (ii) shall be subject to all legally required and
      customary withholdings.

     

    (j) Cessation
      of Employment.
      In the
      event Executive shall cease to be employed by the Company for any reason, then
      Executive’s compensation and benefits shall cease on the date of such event,
      except as otherwise specifically provided herein or in any applicable employee
      benefit plan or program or as required by law.

     

    4. Termination
      of Employment. Executive’s employment hereunder may be terminated prior to the
      end of the Term under the following circumstances.

     

    (a) Death.
      Executive’s employment hereunder shall terminate upon Executive’s
      death.

     

    (b) Executive
      Becoming Totally Disabled.
      The
      Company may terminate Executive’s employment hereunder at any time after
      Executive becomes “Totally Disabled.” For purposes of this Agreement, Executive
      shall be “Totally Disabled” in the event Executive is unable to perform the
      duties and responsibilities contemplated under this Agreement for a period
      of
      120 consecutive days due to physical or mental incapacity or impairment. During
      any period that Executive fails to perform Executive’s duties hereunder as a
      result of incapacity due to physical or mental illness (the “Disability
      Period”), Executive shall continue to receive the compensation and benefits
      provided by Section 3 of this Agreement until Executive’s employment hereunder
      is terminated; provided, however, that the amount of base compensation and
      benefits received by Executive during the Disability Period shall be reduced
      by
      the aggregate amounts, if any, payable to Executive under any disability benefit
      plan or program provided to Executive by the Company.

     

     


    
      
        
        

      

      
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    (c) Termination
      by the Company for Cause.
      The
      Company may terminate Executive’s employment hereunder for Cause at any time
      after providing written notice to Executive. For purposes of this Agreement
      (other than Section 6 hereof), the term “Cause” shall mean any of the following:
      (i) Executive’s neglect or failure or refusal to perform his duties under this
      Agreement (other than as a result of total or partial incapacity due to physical
      or mental illness); (ii) any act by or omission of Executive constituting gross
      negligence or willful misconduct in connection with the performance of his
      duties that could reasonably be expected to materially injure the reputation,
      business or business relationships of the Company or any of its affiliates;
      (iii) Executive’s conviction (including conviction on a nolo contendre
      plea) of
      a felony or any crime involving, in the good faith judgment of the Company,
      fraud, dishonesty or moral turpitude; (iv) any material violation of the
      Company’s Code of Ethics, as may be amended from time to time (the “Code of
      Ethics”); (v) the breach of an obligation set forth in Section 7; or
      (vi) any other material breach of this Agreement; provided, however, that a
      termination by the Company under Sections 4(c)(i) or 4(c)(vi) for Cause shall
      be
      effective only if, within 14 days following delivery of a written notice by
      the
      Company to Executive that the Company is terminating his employment for Cause,
      Executive has failed to cure the circumstances giving rise to Cause.


     

    (d) Termination
      by the Company Without Cause.
      The
      Company may terminate Executive’s employment hereunder at any time for any
      reason or no reason by giving Executive thirty (30) days prior written notice
      of
      the termination. Following any such notice, subject to the provisions of Section
      6, the Company may reduce or remove any and all of Executive’s duties, positions
      and titles with the Company. 

     

    (e) Termination
      by Executive.
      Executive may terminate his employment hereunder at any time for any reason
      or
      no reason by giving the Company thirty (30) days prior written notice of the
      termination. Following any such notice, the Company may reduce or remove any
      and
      all of Executive’s duties, positions and titles with the Company.

     

    5. Compensation
      Following Termination Prior to the End of the Term. In the event that
      Executive’s employment hereunder is terminated prior to the end of the Term,
      Executive shall be entitled only to the following compensation and benefits
      upon
      such termination:

     

    (a) General.
      On any
      termination of Executive’s employment, he shall be entitled to:

     

    
      	 	
              (i)

            	
              any
                accrued but unpaid Base Salary for services rendered through the
                date of
                termination; provided, however, that in the event Executive’s employment
                is terminated pursuant to Section 4(b), the amount of Base Salary
                received
                by Executive during the Disability Period shall be reduced by the
                aggregate amounts, if any, payable to Executive under any disability
                benefit plan or program provided to Executive by the Company; 

            


    

     

     

     


    
      
        
        

      

      
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              (ii)

            	
              any
                Standard Bonus not yet paid for any fiscal year ending prior to the
                date
                of termination (payable as and when such bonus would have been paid
                had
                Executive’s employment continued), provided that Executive shall not
                receive such amount if his employment is terminated by the Company
                for
                Cause;

            


    

     

    
      	 	
              (iii)

            	
              any
                vacation accrued to the date of
                termination;

            


    

     

    
      	 	
              (iv)

            	
              any
                accrued but unpaid expenses through the date of termination required
                to be
                reimbursed in accordance with Sections 3(f) and 3(g) of this Agreement;
                and

            


    

     

    
      	 	
              (v)

            	
              receive
                any benefits to which he may be entitled upon termination pursuant
                to the
                plans and programs referred to in Section 3(e) hereof in accordance
                with
                the terms of such plans and programs or as may be required by applicable
                law.

            


    

     

    
      	 	
              (vi)

            	
              any
                amounts payable in accordance with, and subject to, the Greg Manning
                Incentive Compensation Program.

            


    

     

    (b) Termination
      by Reason of Death or Executive Becoming Totally Disabled; Termination by the
      Company for Cause; Termination by Executive.
      In the
      event that Executive’s employment is terminated prior to the expiration of the
      Term by reason of Executive’s death pursuant to Section 4(a) or Employee
      becoming Totally Disabled pursuant to Section 4(b), by the Company for Cause
      pursuant to Section 4(c), or by Executive pursuant to Section 4(e), Executive
      (or, if applicable, his estate) shall be entitled only to those items identified
      in Section 5(a).

     

    (c) Termination
      by the Company Without Cause.
      In the
      event that Executive’s employment is terminated prior to the expiration of the
      Term by the Company without Cause pursuant to Section 4(d), Executive shall
      be
      entitled only to the following:

     

    
      	 	
              (i)

            	
              those
                items identified in Section 5(a).

            


    

     

    
      	 	
              (ii)

            	
              the
                continued payment of the Base Salary (as determined pursuant to Section
                3(a)) for the remainder of the Term (such sums to be paid at the
                times and
                in the amounts such Base Salary would have been paid had Executive’s
                employment not been terminated); provided, however, that if necessary
                to
                comply with Section 409A(a)(2)(B)(i) of the Code, and applicable
                administrative guidance and regulations, the payment of such sums
                shall be
                made as follows: (A) no payments shall be made for a six-month period
                following the date of termination, (B) an amount equal to six months
                of
                Base Salary (or, if applicable, such lesser amount as would have
                accrued
                between the date of termination and the end of the Term) shall be
                paid in
                a lump sum six months following the date of termination, and (C)
                during
                the period beginning six months following the date of termination
                through
                the remainder, if any, of the Term, payment of the Base Salary shall
                be
                made at the times and in the amounts such Base Salary would have
                been paid
                had Executive’s employment not been
                terminated

            


    

     

     


    
      
        
        

      

      
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              (iii)

            	
              Payment
                of the Retention Bonus, provided that the Retention Bonus shall be
                equal
                to (A) $45,750, less (B) (1) 50,000 multiplied by (2) the Early
                Termination Share Price Differential. The “Early Termination Share Price
                Differential” means the amount, if any, by which the closing price of the
                Company’s common stock on July 1, 2005, exceeds the average common stock
                price of the Company for the period between thirty days preceding
                the date
                of termination and the date of termination. Payment of the Retention
                Bonus
                pursuant to this Section 5(c)(iii), if any, shall be made thirty
                days
                following the date of termination. All stock prices shall be as reported
                in the Wall Street Journal, calculated as of the market close on
                the
                applicable dates.

            


    

     

    (d) Effect
      of Material Breach of Section 7 on Compensation and Benefits Following
      Termination of Employment Pursuant to Section 5.
      If, at
      the time of termination of Executive’s employment for any reason prior to the
      expiration of the Term or any time thereafter, Executive is in material breach
      of any covenant contained in Section 7 hereof, Executive (or his estate, as
      applicable) shall not be entitled to any payment (or if payments have commenced,
      any continued payment) under Sections 5(c)(ii) or 5(c)(iii).

     

    (e) No
      Further Liability; Release.
      Payment
      made and performance by the Company in accordance with this Section 5 shall
      operate to fully discharge and release the Company and its directors, officers,
      employees, subsidiaries, affiliates, stockholders, successors, assigns, agents
      and representatives from any further obligation or liability with respect to
      Executive’s employment and termination of employment. Other than providing the
      compensation and benefits provided for in accordance with this Section 5 and,
      if
      applicable, Section 6, the Company and its directors, officers, employees,
      subsidiaries, affiliates, stockholders, successors, assigns, agents and
      representatives shall have no further obligation or liability to Executive
      or
      any other person under this Agreement. The payment of any amounts pursuant
      to
      this Section 5 (other than payments required by law) is expressly conditioned
      upon the delivery by Executive to the Company of a release in form and substance
      satisfactory to the Company of any and all claims Executive may have against
      the
      Company and its directors, officers, employees, subsidiaries, affiliates,
      stockholders, successors, assigns, agents and representatives arising out of
      or
      related to Executive’s employment by the Company and the termination of such
      employment.

     

     


    
      
        
        

      

      
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    6. Consultancy
      Following Termination of Employment.

     

    (a) Consulting
      Period.
      Executive shall serve as a consultant to the Company pursuant to the terms
      of
      this Section 6 if Executive’s employment hereunder is terminated (i) upon
      expiration of the Term on June 30, 2008; (ii) by the Company without Cause
      pursuant to Section 4(d); or (iii) by Executive pursuant to Section 4(e).
      Executive shall serve in such capacity during the period (the “Consulting
      Period”) commencing with such termination of employment and ending upon the
      earlier of:

     

    (i) Executive’s
      death;

     

    (ii) Executive’s
      having become Totally Disabled (as defined in Section 4(b));

     

    (iii) Executive’s
      termination of the consultancy on thirty days’ prior written notice to the
      Company; 

     

    (iv) The
      Company’s notice to Executive of termination of the Consulting Period for Cause.
      Solely for purposes of this Section 6, “Cause” shall mean any of the following:
      (a) Executive’s substantial and continuing failure or refusal to perform his
      duties under this Section 6; (b) any act by or omission of Executive
      constituting willful misconduct in connection with the performance of his
      consulting duties that could reasonably be expected to materially injure the
      reputation, business or business relationships of the Company or any of its
      affiliates; (c) Executive’s conviction (including conviction on a nolo contendre
      plea) of
      a felony or any crime involving, in the good faith judgment of the Company,
      fraud, dishonesty or moral turpitude; (d) any material violation of the
      Company’s Code of Ethics; or (e) the breach of an obligation set forth in
      Section 7; provided, however, that a termination by the Company under clause
      (a)
      hereof for Cause shall be effective only if, within 14 days following delivery
      of a written notice by the Company to Executive that the Company is terminating
      his consultancy for Cause, Executive has failed to cure the circumstances giving
      rise to Cause; or

     

    (v) June
      30,
      2018, unless the Company, in its sole discretion, elects to extend the
      Consulting Period pursuant to Section 6(b), in which case the Consulting Period
      shall end (unless earlier terminated pursuant to clauses (i) - (iv) of this
      Section 6(a)) on June 30, 2023.

     

    (b) Extension
      of Consulting Period.
      If the
      Consulting Period is not terminated before June 30, 2018, then on or before
      June
      30, 2018, the Company may, in its sole discretion, elect to extend the
      Consulting Period until June 30, 2023. If the Company elects not to extend
      the
      Consulting Period pursuant to this Section 6(b), the Company shall continue
      to
      pay Executive the Consulting Fees (as defined below) until June 30, 2021.


     

     

     


    
      
        
        

      

      
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    (c)
      Consulting Fees.
      During
      the Consulting Period, Executive shall be paid consulting fees (the “Consulting
      Fees”) at an annual rate equal to 65% of the Base Salary on the date of
      termination of Executive’s employment, provided that during any period Executive
      is receiving payments pursuant to Section 5(c)(ii), such payments shall
      constitute full consideration for Executive’s consulting work pursuant to this
      Section 6. The Consulting Fees shall be paid monthly in arrears. The payment
      of
      Consulting Fees shall be subject to all legally required and customary
      withholdings. Except as otherwise provided in the second sentence of Section
      6(b), the Consulting Fees shall end on the last date of the Consulting Period,
      and the Company shall have no obligations to Executive subsequent to the
      termination of the consultancy, except as required by law.

     

    (d) Consulting
      Duties.
      As a
      consultant to the Company, Executive shall act as a goodwill ambassador on
      behalf of the Company, maintaining and expanding client relationships on behalf
      of the Company in consultation with the President and Chief Executive Officer
      of
      the Company. Executive shall not be required to work on a full-time basis during
      the Consulting Period. 

     

    (e) Relationship
      of the Parties.

     

    (i) During
      the Consulting Period, Executive shall not be authorized to, and shall not,
      act
      as an agent of the Company and shall not be entitled to enter into any
      agreements, incur any obligations on behalf of the Company, or be authorized
      to
      bind the Company in any manner whatsoever. No form of joint venture, partnership
      or similar relationship between the parties is intended or hereby
      created.

     

    (ii) During
      the Consulting Period, all of Executive’s activities will be at Executive’s own
      risk, and Executive shall have sole responsibility for arrangements to guard
      against physical, financial, and other risks, as appropriate.

     

    7. Exclusive
      Employment; Noncompetition; Nonsolicitation; Nondisclosure of Proprietary
      Information; Surrender of Records; Inventions and Patents; Code of
      Ethics.

     

    7.1 No
      Conflict; No Other Employment.
      During
      the period of Executive’s employment with the Company, Executive shall not:
      (i) engage in any activity which conflicts or interferes with or derogates
      from the performance of Executive’s duties hereunder nor shall Executive engage
      in any other business activity, whether or not such business activity is pursued
      for gain or profit and including service as a director of any other company,
      except as approved in advance in writing by the Company; provided, however,
      that
      Executive shall be entitled to manage his personal investments and otherwise
      attend to personal affairs, including charitable, social and political
      activities, in a manner that does not unreasonably interfere with his
      responsibilities hereunder, or (ii) accept or engage in any other employment,
      whether as an employee or consultant or in any other capacity, and whether
      or
      not compensated therefor. During the Consulting Period, Executive shall not
      engage in any activity which conflicts or interferes with or derogates from
      the
      performance of Executive’s consulting duties hereunder. 

     


    
      
        
        

      

      
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    7.2 Noncompetition;
      Nonsolicitation.

     

    (a) Executive
      acknowledges and recognizes the highly competitive nature of the Company’s
      business and that access to the Company’s confidential records and proprietary
      information renders him special and unique within the Company’s industry. In
      consideration of the payment by the Company to Executive of amounts that may
      hereafter be paid to Executive pursuant to this Agreement (including, without
      limitation, pursuant to Sections 3, 5, and 6 hereof) and other obligations
      undertaken by the Company hereunder, Executive agrees that during (i) his
      employment with the Company, (ii) the Consulting Period, and (iii) the length
      of
      time that Executive is receiving payments from the Company following the
      termination of his employment pursuant to Section 5 or the termination of the
      consultancy pursuant to Section 6, but in no event less than one year following
      the later of the date of termination of his employment for any reason and the
      termination of the consultancy for any reason (together, the “Covered Time”),
      Executive shall not, directly or indirectly, engage (as owner, investor,
      partner, stockholder, employer, employee, consultant, advisor, director or
      otherwise) in any Competing Business, provided that the provisions of this
      Section 7.2(a) will not be deemed breached merely because Executive owns less
      than 1% of the outstanding common stock of a publicly-traded company. For
      purposes of this Agreement, “Competing Business” shall mean (i) any business in
      which the Company is currently engaged anywhere in the world, including but
      not
      limited to (A) the marketing, production and sale of collectibles, including
      numismatic and philatelic material, by auction, as merchant-dealer or otherwise,
      and (B) the marketing, production and sale of third-party and owned material
      by
      auction; and (ii) any other business which the Company engages in anywhere
      in
      the world during the Term or the Consulting Period.

     

    (b) In
      further consideration of the payment by the Company to Executive of amounts
      that
      may hereafter be paid to Executive pursuant to this Agreement (including,
      without limitation, pursuant to Sections 3, 5, and 6 hereof) and other
      obligations undertaken by the Company hereunder, Executive agrees that during
      his employment, the Consulting Period, and the Covered Time, he shall not,
      directly or indirectly, (i) solicit, encourage or attempt to solicit or
      encourage any of the employees, agents, consultants or representatives of the
      Company or any of its affiliates to terminate his, her, or its relationship
      with
      the Company or such affiliate; (ii) solicit, encourage or attempt to
      solicit or encourage any of the employees, agents, consultants or
      representatives of the Company or any of its affiliates to become employees,
      agents, representatives or consultants of any other person or entity; (iii)
      solicit or attempt to solicit any customer, vendor or distributor of the Company
      or any of its affiliates with respect to any product or service being furnished,
      made, sold or leased by the Company or such affiliate; or (iv) persuade or
      seek to persuade any customer of the Company or any affiliate to cease to do
      business or to reduce the amount of business which any customer has customarily
      done or contemplates doing with the Company or such affiliate, whether or not
      the relationship between the Company or its affiliate and such customer was
      originally established in whole or in part through Executive’s efforts. For
      purposes of this Section 7.2(b) only, the terms “customer,” “vendor” and
“distributor” shall mean a customer, vendor or distributor who has done business
      with the Company or any of its affiliates within twelve months preceding the
      later of the termination of Executive’s employment and the termination of the
      Consulting Period.

     

    (c) During
      Executive’s employment with the Company, the Consulting Period, and the Covered
      Time, Executive agrees that upon the earlier of Executive’s (i)
      negotiating with any Competitor (as defined below) concerning the possible
      employment of Executive by the Competitor, (ii) receiving an offer of employment
      from a Competitor, or (iii)
      becoming employed or otherwise engaged by a Competitor, Executive will (A)
      immediately provide notice to the Company of such circumstances and (B) provide
      copies of Section 7 of this Agreement to the Competitor. Executive further
      agrees that the Company may provide notice to a Competitor of Executive’s
      obligations under this Agreement, including without limitation Executive’s
      obligations pursuant to Section 7 hereof. For purposes of this Agreement,
“Competitor” shall mean any entity (other than the Company or any of its
      affiliates) that engages, directly or indirectly, in any Competing
      Business.

     


    
      
        
        

      

      
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    (d) Executive
      understands that the provisions of this Section 7.2 may limit his ability to
      earn a livelihood in a business similar to the business of the Company or its
      affiliates but nevertheless agrees and hereby acknowledges that the
      consideration provided under this Agreement, including any amounts or benefits
      provided under Sections 3, 5 and 6 hereof and other obligations undertaken
      by
      the Company hereunder, is sufficient to justify the restrictions contained
      in
      such provisions. In consideration thereof and in light of Executive’s education,
      skills and abilities, Executive agrees that he will not assert in any forum
      that
      such provisions prevent him from earning a living or otherwise are void or
      unenforceable or should be held void or unenforceable.

     

    7.3 Proprietary
      Information.
      Executive acknowledges that during the course of his employment with the Company
      and any consultancy, he will necessarily have access to and make use of
      proprietary information and confidential records of the Company and its
      affiliates. Executive covenants that he shall not during the Term, the
      Consulting Period, or at any time thereafter, directly or indirectly, use for
      his own purpose or for the benefit of any person or entity other than the
      Company, nor otherwise disclose, any proprietary information to any individual
      or entity, unless such disclosure has been authorized in writing by the Company
      or is otherwise required by law. Executive acknowledges and understands that
      the
      term “proprietary information” includes, but is not limited to: (a) the software
      products, programs, applications, and processes utilized by the Company or
      any
      of its affiliates; (b) the name and/or address of any customer or vendor of
      the Company or any of its affiliates or any information concerning the
      transactions or relations of any customer or vendor of the Company or any of
      its
      affiliates with the Company or such affiliate or any of its or their partners,
      principals, directors, officers or agents; (c) any information concerning any
      product, technology, or procedure employed by the Company or any of its
      affiliates but not generally known to its or their customers, vendors or
      competitors, or under development by or being tested by the Company or any
      of
      its affiliates but not at the time offered generally to customers or vendors;
      (d) any information relating to the computer software, computer systems, pricing
      or marketing methods, sales margins, cost of goods, cost of material, capital
      structure, operating results, borrowing arrangements or business plans of the
      Company or any of its affiliates; (e) any information which is generally
      regarded as confidential or proprietary in any line of business engaged in
      by
      the Company or any of its affiliates; (f) any business plans, budgets,
      advertising or marketing plans; (g) any information contained in any of the
      written or oral policies and procedures or manuals of the Company or any of
      its
      affiliates; (h) any information belonging to customers or vendors of the Company
      or any of its affiliates or any other person or entity which the Company or
      any
      of its affiliates has agreed to hold in confidence; (i) any inventions,
      innovations or improvements covered
      by this Agreement; and (j) all written, graphic and other material relating
      to any of the foregoing. Executive acknowledges and understands that information
      that is not novel or copyrighted or patented may nonetheless be proprietary
      information. The term “proprietary information” shall not include information
      generally available to and known by the public or information that is or becomes
      available to Executive on a non-confidential basis from a source other than
      the
      Company, any of its affiliates, or the directors, officers, employees, partners,
      principals or agents of the Company or any of its affiliates (other than as
      a
      result of a breach of any obligation of confidentiality).

     


    
      
        
        

      

      
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    7.4 Confidentiality
      and Surrender of Records.
      Executive shall not during the Term, the Consulting Period, or at any time
      thereafter (irrespective of the circumstances under which Executive’s employment
      by the Company or the consultancy terminates), except as required by law,
      directly or indirectly publish, make known or in any fashion disclose any
      confidential records to, or permit any inspection or copying of confidential
      records by, any individual or entity other than in the course of such
      individual’s or entity’s employment or retention by the Company. Upon
      termination of employment for any reason, termination of the Consulting Period,
      or request by the Company, Executive shall deliver promptly to the Company
      all
      property and records of the Company or any of its affiliates, including, without
      limitation, all confidential records. For purposes hereof, “confidential
      records” means all correspondence, reports, memoranda, files, manuals, books,
      lists, financial, operating or marketing records, magnetic tape, or electronic
      or other media or equipment of any kind which may be in Executive’s possession
      or under his control or accessible to him which contain any proprietary
      information. All property and records of the Company and any of its affiliates
      (including, without limitation, all confidential records) shall be and remain
      the sole property of the Company or such affiliate during the Term, the
      Consulting Period, and thereafter.

     

    7.5 Inventions
      and Patents.
      All
      inventions, innovations or improvements (including policies, procedures,
      products, improvements, software, ideas and discoveries, whether patent,
      copyright, trademark, service mark, or otherwise) conceived or made by
      Executive, either alone or jointly with others, in the course of his employment
      by or consulting for the Company, belong to the Company. Executive will promptly
      disclose in writing such inventions, innovations or improvements to the Company
      and perform all actions reasonably requested by the Company to establish and
      confirm such ownership by the Company, including, but not limited to,
      cooperating with and assisting the Company in obtaining patents, copyrights,
      trademarks, or service marks for the Company in the United States and in foreign
      countries.

     

    7.6 Enforcement.
      Executive acknowledges and agrees that, by virtue of his position, his services
      and access to and use of confidential records and proprietary information,
      any
      violation by him of any of the undertakings contained in this Section 7 would
      cause the Company and/or its affiliates immediate, substantial and irreparable
      injury for which it or they have no adequate remedy at law. Accordingly,
      Executive agrees and consents to the entry of an injunction or other equitable
      relief by a court of competent jurisdiction restraining any violation or
      threatened violation of any undertaking contained in this Section 7. Executive
      waives posting by the Company or its affiliates of any bond otherwise necessary
      to secure such injunction or other equitable relief. Rights and remedies
      provided for in this Section 7 are cumulative
      and shall be in addition to rights and remedies otherwise available to the
      parties hereunder or under any other agreement or applicable
      law.

     


    
      
        
        

      

      
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    7.7 Code
      of Ethics.
      Nothing
      in this Section 7 is intended to limit, modify or reduce Executive’s obligations
      under the Code of Ethics. Executive’s obligations under this Section 7 are in
      addition to, and not in lieu of, Executive’s obligations under the Code of
      Ethics. To the extent there is any inconsistency between this Section 7 and
      the
      Code of Ethics which would permit Executive to take any action or engage in
      any
      activity pursuant to this Section 7 which he would be barred from taking or
      engaging in under the Code of Ethics, the Code of Ethics shall
      control.

     

    8. Key
      Man
      Insurance. Executive recognizes and acknowledges that the Company or its
      affiliates may seek and purchase one or more policies providing key man life
      insurance with respect to Executive, the proceeds of which would be payable
      to
      the Company or such affiliate. Executive hereby consents to the Company or
      its
      affiliates seeking and purchasing such insurance and will provide such
      information, undergo such medical examinations (at the Company’s expense),
      execute such documents, and otherwise take any and all actions reasonably
      necessary or desirable in order for the Company or its affiliates to seek,
      purchase, and maintain in full force and effect such policy or
      policies.

     

    9. Assignment
      and Transfer.

     

    (a) Company.
      This
      Agreement shall inure to the benefit of and be enforceable by, and may be
      assigned by the Company without Executive’s consent to, any purchaser of all or
      substantially all of the Company’s business or assets or those of the U.S. and
      Asia Philatelic Auction Division of the Company, or to any successor to the
      Company or any assignee thereof (whether direct or indirect, by purchase,
      merger, consolidation or otherwise).

     

    (b) Executive.
      The
      parties hereto agree that Executive is obligated under this Agreement to render
      personal services during the Term and the Consulting Period of a special,
      unique, unusual, extraordinary and intellectual character, thereby giving this
      Agreement special value. Executive’s rights and obligations under this Agreement
      shall not be transferable by Executive by assignment or otherwise, and any
      purported assignment, transfer or delegation thereof shall be void; provided,
      however, that if Executive shall die, all amounts then payable to Executive
      hereunder shall be paid in accordance with the terms of this Agreement to
      Executive’s estate.

     

    10. Miscellaneous.

     

    (a) Other
      Obligations.
      Executive represents and warrants that neither Executive’s employment with the
      Company nor Executive’s performance of Executive’s obligations hereunder will
      conflict with or violate or otherwise are inconsistent with any other
      obligations, legal or otherwise, which Executive may have. Executive covenants
      that he shall perform his duties hereunder in a professional manner and not
      in
      conflict or violation, or otherwise inconsistent with other obligations legal
      or
      otherwise, which Executive may have.

     

    (b) Nondisclosure;
      Other Employers.
      Executive will not disclose to the Company, use, or induce the Company to use,
      any proprietary information, trade secrets or confidential business information
      of others. Executive represents and warrants that Executive does not possess
      any
      property, proprietary information, trade secrets and confidential business
      information belonging to any prior employers. 

     

     


    
      
        
        

      

      
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    (c) Cooperation.
      In
      addition to performing consulting duties during the Consulting Period, following
      termination of employment with the Company for any reason, Executive shall
      cooperate with the Company, as requested by the Company, to effect a transition
      of Executive’s responsibilities and to ensure that the Company is aware of all
      matters being handled by Executive.

     

    (d) Mitigation.
      Executive shall not be required to mitigate damages or the amount of any payment
      provided to him under Section 5 of this Agreement by seeking other employment
      or
      otherwise, nor shall the amount of any payments provided to Executive under
      Section 5 be reduced by any compensation earned by Executive as the result
      of
      employment by another employer after the termination of Executive’s employment
      or otherwise.

     

    (e) Protection
      of Reputation.
      During
      the Term, the Consulting Period, and thereafter, Executive agrees that he will
      take no action which is intended, or would reasonably be expected, to harm
      the
      Company or any of its affiliates or its or their reputation or which would
      reasonably be expected to lead to unwanted or unfavorable publicity to the
      Company or its affiliates.

     

    (f) Governing
      Law.
      This
      Agreement shall be governed by and construed (both as to validity and
      performance) and enforced in accordance with the internal laws of the State
      of
      New York applicable to agreements made and to be performed wholly within such
      jurisdiction, without regard to the principles of conflicts of law or where
      the
      parties are located at the time a dispute arises.

     

    (g) Arbitration.

     

    
      	 	
              (i)

            	
              General.
                Executive and the Company specifically, knowingly, and voluntarily
                agree
                that they shall use final and binding arbitration to resolve any
                dispute
                (an “Arbitrable Dispute”) between Executive, on the one hand, and the
                Company (or any affiliate of the Company), on the other hand. This
                arbitration agreement applies to all matters relating to this Agreement
                and Executive’s employment with, termination of employment from the
                Company, consulting for the Company, and termination of the consultancy,
                including without limitation disputes about the validity, interpretation,
                or effect of this Agreement, or alleged violations of it, any payments
                due
                hereunder and all claims arising out of any alleged discrimination,
                harassment or retaliation, including, but not limited to, those covered
                by
                Title VII of the Civil Rights Act of 1964, as amended, the Age
                Discrimination in Employment Act of 1967, as amended, and the Americans
                With Disabilities Act or
                any other federal, state or local law relating to discrimination
                in
                employment.

            


    

     

     

     


    
      
        
        

      

      
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              (ii)

            	
              Injunctive
                Relief.
                Notwithstanding anything to the contrary contained herein, the Company
                and
                any affiliate of the Company (if applicable) shall have the right
                to seek
                injunctive or other equitable relief from a court of competent
                jurisdiction to enforce Section 7 of this Agreement. For purposes
                of
                seeking enforcement of Section 7, the Company and Executive hereby
                consent
                to the jurisdiction of any state or federal court sitting in the
                City,
                County and State of New York.

            


    

     

    
      	 	
              (iii)

            	
              The
                Arbitration.
                Any arbitration pursuant to this Section 10(g) will take place in
                New
                York, New York, under the auspices of the American Arbitration
                Association, in accordance with the National Rules for the Resolution
                of
                Employment Disputes of the American Arbitration Association then
                in
                effect, and before a panel of three arbitrators selected in accordance
                with such rules. Judgment upon the award rendered by the arbitrators
                may
                be entered in any state or federal court sitting in the City, County
                and
                State of New York.

            


    

     

    
      	 	
              (iv)

            	
              Fees
                and Expenses.
                In any arbitration pursuant to this Section 10(g), each party shall
                be
                responsible for the fees and expenses of its own attorneys and witnesses,
                and the fees and expenses of the arbitrators shall be divided equally
                between the Company, on the one hand, and Executive, on the other
                hand.

            


    

     

    
      	 	
              (v)

            	
              Exclusive
                Forum.
                Except as permitted by Section 10(g)(ii) hereof, arbitration in the
                manner
                described in this Section 10(g) shall be the exclusive forum for
                any
                Arbitrable Dispute. Except as permitted by Section 10(g)(ii), should
                Executive or the Company attempt to resolve an Arbitrable Dispute
                by any
                method other than arbitration pursuant to this Section 10(g), the
                responding party shall be entitled to recover from the initiating
                party
                all damages, expenses, and attorneys’ fees incurred as a result of that
                breach.

            


    

     

    (h) Entire
      Agreement.
      This
      Agreement contains the entire agreement and understanding between the parties
      hereto in respect of Executive’s employment and consultancy and supersedes,
      cancels and annuls any prior or contemporaneous written or oral agreements,
      understandings, commitments and practices between them respecting Executive’s
      employment or consultancy, including all prior employment agreements between
      the
      Company and Executive (including, without limitation, Executive’s employment
      agreement with the Company, dated as of May 14, 1993, as amended), which
      agreement(s) hereby are terminated and shall be of no further force or
      effect.

     

     

     


    
      
        
        

      

      
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    (i) Amendment.
      This
      Agreement may be amended only by a writing which makes express reference to
      this
      Agreement as the subject of such amendment and which is signed by Executive
      and,
      on behalf of the Company, by its duly authorized officer.

     

    (j) Severability.
      If any
      provision of this Agreement or the application of any such provision to any
      party or circumstances shall be determined by any court of competent
      jurisdiction or arbitration panel to be invalid or unenforceable to any extent,
      the remainder of this Agreement, or the application of such provision to such
      person or circumstances other than those to which it is so determined to be
      invalid or unenforceable, shall not be affected thereby, and each provision
      hereof shall be enforced to the fullest extent permitted by law. If any
      provision of this Agreement, or any part thereof, is held to be invalid or
      unenforceable because of the scope or duration of or the area covered by such
      provision, the parties hereto agree that the court or arbitration panel making
      such determination shall reduce the scope, duration and/or area of such
      provision (and shall substitute appropriate provisions for any such invalid
      or
      unenforceable provisions) in order to make such provision enforceable to the
      fullest extent permitted by law and/or shall delete specific words and phrases,
      and such modified provision shall then be enforceable and shall be enforced.
      The
      parties hereto recognize that if, in any judicial or arbitral proceeding, a
      court or arbitration panel shall refuse to enforce any of the separate covenants
      contained in this Agreement, then that invalid or unenforceable covenant
      contained in this Agreement shall be deemed eliminated from these provisions
      to
      the extent necessary to permit the remaining separate covenants to be enforced.
      In the event that any court or arbitration panel determines that the time period
      or the area, or both, are unreasonable and that any of the covenants is to
      that
      extent invalid or unenforceable, the parties hereto agree that such covenants
      will remain in full force and effect, first, for the greatest time period,
      and
      second, in the greatest geographical area that would not render them
      unenforceable.

     

    (k) Construction.
      The
      headings and captions of this Agreement are provided for convenience only and
      are intended to have no effect in construing or interpreting this Agreement.
      The
      language in all parts of this Agreement shall be in all cases construed
      according to its fair meaning and not strictly for or against the Company or
      Executive. As used herein, the words “day” or “days” shall mean a calendar day
      or days.

     

    (l) Nonwaiver.
      Neither
      any course of dealing nor any failure or neglect of either party hereto in
      any
      instance to exercise any right, power or privilege hereunder or under law shall
      constitute a waiver of any other right, power or privilege or of the same right,
      power or privilege in any other instance. All waivers by either party hereto
      must be contained in a written instrument signed by the party to be charged
      and,
      in the case of the Company, by its duly authorized officer.

     

    (m) Notices.
      Any
      notice required or permitted hereunder shall be in writing and shall be
      sufficiently given if personally delivered or if sent by registered or certified
      mail, postage prepaid, with return receipt requested, addressed: (i) in the
      case
      of the Company, to Greg Manning Auctions, Inc., 775 Passaic Avenue, West
      Caldwell, New Jersey 07006, attn.: General Counsel, with a copy to Kramer Levin
      Naftalis & Frankel LLP, 1177 Avenue of the

     

     

     


    
      
        
        

      

      
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    (n)
      Americas, New York, New York 10036, attn.: Scott S. Rosenblum, Esq.; and (ii)
      in
      the case of Executive, to Executive’s last known address as reflected in the
      Company’s records, or to such other address as Executive shall designate by
      written notice to the Company. Any notice given hereunder shall be deemed to
      have been given at the time of receipt thereof by the person to whom such notice
      is given if personally delivered or at the time of mailing if sent by registered
      or certified mail.

     

    (o) Assistance
      in Proceedings, Etc.
      Executive shall, without additional compensation, during and after the Term
      and
      the Consulting Period, upon reasonable notice, furnish such information and
      proper assistance to the Company as may reasonably be required by the Company
      in
      connection with any legal or quasi-legal proceeding, including any external
      or
      internal investigation, involving the Company or any of its
      affiliates.

     

    (p) Survival.
      Cessation or termination of Executive’s employment or consultancy with the
      Company shall not result in termination of this Agreement. The respective
      obligations of Executive and the Company as provided in Sections 5, 6, 7, 9
      and
      10 of this Agreement shall survive cessation or termination of Executive’s
      employment and consultancy hereunder.

     

    (q) Section
      409A of the Code.
      Executive and the Company agree that in the event the Company reasonably
      determines that the terms hereof would result in Executive being subject to
      tax
      under Section 409A of the Code, Executive and the Company shall negotiate in
      good faith to amend this Agreement to the extent necessary to prevent the
      assessment of any such tax, including by delaying the payment dates of any
      amounts hereunder.

     

    IN
      WITNESS WHEREOF, the Company has caused this Agreement to be duly executed
      on
      its behalf by an officer thereunto duly authorized and Executive has duly
      executed this Agreement, all as of the date and year first written
      above.

     

     

    
      	 	 	 
	 GREG
              MANNING
              AUCTIONS, INC.	 EXECUTIVE:
	 
 	 
 	 
 
	
              By:                                                                                        
                

            	  	 
	
               

              Name Greg
                Manning

            	
              
Greg
              Manning
	Title:	 


    

     

     

    16


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    


    ANNEX
      A

     

    Greg
      Manning Incentive Compensation Program

     

    1. Introduction

     

    This
      Greg
      Manning Incentive Compensation Program (the “Program”) is established by Greg
      Manning Auctions, Inc. (the “Company”) to provide Greg Manning (“Executive”)
      with “performance-based compensation” during his employment within the meaning
      of Section 162(m)(4) of the Internal Revenue Code of 1986, as amended (the
      “Code”). The Program has been approved by a committee of the Company’s Board of
      Directors comprised solely of at least two independent directors (the
“Committee”) and is subject to approval by the shareholders of the Company.
      Prior to any payment under the Program, the Committee shall certify the amount
      of the Performance Bonus (as defined below) and/or the Long-Term Incentive
      Award
      (as defined below) to which Executive is entitled. 

     

    This
      Program is an Annex to the employment and consulting agreement between Executive
      and the Company, dated as of July 1, 2005 (the “Employment Agreement”), and the
      provisions of the Employment Agreement, including without limitation, with
      respect to arbitration of disputes, shall apply to this Program to the extent
      not inconsistent with the terms of the Program.

     

    2. Performance
      Bonus.

     

    The
      Company shall pay Executive an annual performance cash bonus (the “Performance
      Bonus”) for each fiscal year during the Term (as defined in the Employment
      Agreement) equal to (A) an amount equal to the sum of (i) 10% of the Divisional
      Pre-Tax Income (as defined below) and (ii) 1% of the Company Pre-Tax Income
      (as
      defined below), divided by (B) 2; provided, however, that in no event shall
      the
      total Performance Bonus exceed $250,000.

     

    (a) The
      term
“Divisional Pre-Tax Income” shall mean the net income of the Company’s U.S. and
      Asia Philatelic Division before taxes and deductions for any bonus paid under
      the Program, as determined by the Company in accordance with its standard
      accounting practices. Allocations of expenses between divisions of the Company
      shall be determined by the Company in accordance with its standard
      practices.

     

    (b) The
      term
“Company Pre-Tax Income” shall mean the net income of the Company before taxes
      and deductions for any bonus paid under the Program, less the Divisional Pre-Tax
      Income, all as determined by the Company in accordance with its standard
      accounting practices.

     

    (c) The
      Performance Bonus shall be paid within thirty days following the issuance of
      financial statements for the fiscal year in respect of which such bonus is
      payable, provided that in no event shall the Performance Bonus be paid later
      than the March 14 next occurring following the end of such fiscal
      year.

     

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (d) Except
      as
      provided below, Executive must be employed by the Company on the last day of
      the
      fiscal year to be eligible for the Performance Bonus.

     

    3. Long-Term
      Incentive Award.

     

    (a) The
      Company will pay to Executive in shares of the Company’s common stock an amount
      equal to 50% of the Appreciation in Stock Price (as defined below) for 100,000
      shares of common stock of the Company. The “Appreciation in Stock Price” shall
      mean the appreciation, if any, between (1) the closing price of the common
      stock
      of the Company on July 1, 2005, and (2) the Average Closing Price (as defined
      below) for the period between June 1, 2008 and June 30, 2008.

     

    (b) Payment
      of the Long-Term Incentive Award, if any, shall be made on July 31, 2008;
      provided, however, that if necessary to comply with Section 409A(a)(2)(B)(i)
      of
      the Code, and applicable administrative guidance and regulations, such payment
      shall be made on December 31, 2008. The number of shares payable to Executive
      shall be based on the closing price of the Company’s common stock on June 30,
      2008.

     

    (c) Except
      as
      provided below, Executive must be employed by the Company on June 30, 2008
      to be
      eligible for the Long-Term Incentive Award.

     

    4. Termination
      of Employment.

     

    (a) Subject
      to Sections 4(c) and 4(d) below, if Executive’s employment terminates by reason
      of Executive’s death or becoming Totally Disabled (as defined in the Employment
      Agreement) or is terminated by the Company without Cause (as defined in Section
      4(c) of the Employment Agreement), Executive shall be entitled to:

     

    (i) any
      Performance Bonus not yet paid for any fiscal year ending prior to the date
      of
      Executive’s termination of employment (payable as and when such bonus would have
      been paid had Executive’s employment continued);

     

    (ii) a
      prorated portion of the Performance Bonus for the fiscal year in which
      Executive’s employment terminated, based on the number of days Executive was
      employed by the Company in such fiscal year (the Performance Bonus to be
      otherwise calculated and paid in accordance with, and subject to, the Program);
      and

     

    (iii) payment
      of the Long-Term Incentive Award in accordance with, and subject to, Section
      3
      of the Program, provided that in such a case the Appreciation in Stock Price
      shall be the appreciation, if any, between (1) the closing price of the common
      stock of the Company on July 1, 2005, and (2) the Average Closing Price for
      the
      30-day period preceding the date of termination of employment. Payment of the
      Long-Term Incentive Award, if any, shall be made thirty days following the
      date
      of termination of employment; provided, however, if necessary to comply with
      Section 409A(a)(2)(B)(i) of the Code, and applicable administrative guidance
      and
      regulations, such payment shall be made six months following the date of
      termination of employment.

     

     

     

     

    2


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      (b)
        If
        Executive’s employment is terminated by the Company for Cause (as defined in
        Section 4(c) of the Employment Agreement) or is terminated by Executive,
        Executive shall be entitled only to any Performance Bonus not yet paid for
        any
        fiscal year ending prior to the date of Executive’s termination of employment
        (payable as and when such bonus would have been paid had Executive’s employment
        continued).

    

     

    (c) The
      payment of any amounts pursuant to Sections 4(a)(ii) and (iii) hereof is
      expressly conditioned upon the delivery by Executive to the Company of a release
      in form and substance satisfactory to the Company of any and all claims
      Executive may have against the Company and its directors, officers, employees,
      subsidiaries, affiliates, stockholders, successors, assigns, agents and
      representatives arising out of or related to Executive’s employment by the
      Company and the termination of such employment.

     

    (d) If,
      at
      the time of termination of Executive’s employment for any reason, Executive is
      in material breach of any covenant contained in Section 7 of the Employment
      Agreement, Executive (or his estate, as applicable) shall not be entitled to
      any
      payment (or if payments have commenced, any continued payment) under Sections
      4(a)(ii) and (iii) hereof.

     

    5. Average
      Closing Price. 

     

    For
      purposes of the Program, “Average Closing Price” with respect to a specified
      period of time shall mean the average of closing prices of the Company’s common
      stock as reported in the Wall Street Journal for those dates during the
      specified period on which the national stock exchanges are open for
      business.

     

     

     

     

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