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Exhibit 10.2




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For purposes hereof, the term Change of Control means(a)     the acquisition (other than by the Company) by any person, entity or group within the
meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934 (the Exchange
Act) (excluding, for this purpose, the Company or its subsidiaries or any employee benefit
plan of the Company or its subsidiaries which acquires beneficial ownership of voting
securities of the Company) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act), of 50% or more of either the then outstanding shares of
common stock or the combined voting power of the Companys then outstanding capital stock
entitled to vote generally in the election of directors; or(b)     individuals who, as of the date hereof, constitute the Board (as of the date hereof the
Incumbent Board) cease for any reason to constitute at least a majority of the Board,
provided that any person becoming a director subsequent to the date hereof whose election,
or nomination for election by the Companys shareholders, was approved by a vote of at least
a majority of the directors then comprising the Incumbent Board shall be considered as
though such person were a member of the Incumbent Board; or(c)     approval by the shareholders of the Company of (x) a reorganization, merger,
consolidation or share exchange, in each case, with respect to which persons who were the
shareholders of the Company immediately prior to such reorganization, merger, consolidation
or share exchange do not, immediately thereafter, own more than 50% of the combined voting
power entitled to vote generally in the election of directors of the reorganized, merged,
consolidated or other surviving companys then outstanding voting securities, (y) a
liquidation or dissolution of the Company or (iii) the sale of all or substantially all of
the assets of the Company.
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(a)     your conviction of any act by you of fraud or embezzlement;(b)     your conviction of any felony involving an act of dishonesty, moral turpitude, deceit or
fraud;(c)     your conviction of any felony or misdemeanor constituting an act of dishonesty or
misconduct (whether in connection with your responsibilities as an employee of the Company
or otherwise) that either materially impairs the Companys business, goodwill or reputation
or materially compromises your ability to represent the Company with the public or provide
leadership to its employees; or(d)     your failure to perform your lawful duties to the Company after receiving written notice
from the Company describing such failure in reasonable detail and stating that continued
failure to perform may result in termination of your employment with Cause.
   (a)     If you terminate your employment or if the Company terminates your employment with or
without Cause, the Company will pay you any accrued and unpaid compensation (subject to
normal withholding and other deductions) to the effective date of termination of your
employment.(b)     In addition, you may be entitled to additional payments under paragraphs 6(c) or 6(d)
below.(c)     If your employment with the Company is terminated by the Company within twelve (12)
months following a Change in Control or if you terminate your employment with the Company
within twelve (12) months following a Change in Control:
 (A)     you will be entitled to a severance payment equal to the sum of (x) two (2)
times your annual salary immediately prior to the termination and (y) two (2) times
the greater of the Target Bonus or the average annual bonus earned by you for the
three (3) most recent annual periods; and(B)     you will be entitled to receive medical, dental, vision, long-term care, life
and long-term disability insurance coverage and your 401(k) entitlement for the
lesser of (i) two (2) years following the termination, (ii) the maximum period for
which such benefits may be provided under Section 409A of the American Jobs Creation
Act of 2004 without triggering any liabilities thereunder, or (iii) when you secure
new employment and are eligible to be covered under the employers
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benefit plans, in any case at levels comparable to that provided immediately prior
to your termination and at the cost of the Company except for any contributions paid
by you prior to the termination.
 (d)     If your employment with the Company is terminated by the Company without Cause or if you
terminate your employment with the Company following a reduction in your base salary:
 (A)     you will be entitled to a severance payment equal to the sum of (x) one times
(1) your annual base salary immediately prior to the termination and (y) one times
(1) the greater of the Target Bonus or the average annual bonus earned by you for
the three (3) most recent annual periods; and(B)     you will be entitled to receive medical, dental, vision, long-term care, life
and long-term disability insurance coverage and your 401(k) entitlement for the
lesser of (i) one (1) year following the termination, (ii) the maximum period for
which such benefits may be provided under Section 409A of the American Jobs Creation
Act of 2004 without triggering any liabilities thereunder, or (iii) when you secure
new employment and are eligible to be covered under the employers
benefit plans, in
any case at levels comparable to that provided immediately prior to your termination
and at the cost of the Company except for any contributions paid to you prior to the
termination.
 (e)     The severance payment set forth in paragraph 6(c)(A) above or in paragraph 6(d) above
payable as a result of a termination of employment initiated by the Company shall be payable
in a lump sum within thirty (30) days of the date of employment termination. The severance
payment set forth in paragraph 6(c)(A) above or in paragraph 6(d) above payable as a result
of a termination of employment initiated by you shall be payable in a lump sum seven (7)
months from the date of employment termination.(f)     If either the Company or you receives confirmation from the Companys independent
counsel or its certified public accounting firm (the Tax Advisor) that any payment by the
Company to you would be considered to be an excess parachute payment within the meaning of
Section 280G of the Internal Revenue Code of 1986, as amended, or any successor statute then
in effect (the Code), then the aggregate payments by the Company shall be reduced to the
highest amount that may be paid to you by the Company without having any portion of any
amount payable treated as such an excess parachute payment, and, if permitted by
applicable law and without adverse tax consequence, such reduction shall be made to the last
payment due hereunder.
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Sincerely,
John J. Marcello, President and Chief Executive Officer   
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