ex10_1.htm


    
      

    

     

    EMPLOYMENT
      AGREEMENT

    


    THIS
      EMPLOYMENT AGREEMENT (this “Agreement”) is made as of November 8, 2007,
      by and between Burlington Coat Factory Warehouse Corporation, a Delaware
      corporation (the “Company”), and Charles Guardiola
      (“Executive”).

    


    WHEREAS,
      the Company desires to employ Executive during the Employment Period, and
      Executive is willing to accept employment with the Company, on the terms and
      conditions set forth herein; and

    


    WHEREAS,
      the agreements of Executive in Sections 5, 6 and 7
      are material inducements to enter into this Agreement.

    


    In
      consideration of the mutual covenants contained herein and other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree as follows:

    


    1.           Definitions.  In
      this Agreement:

    


    “Base
      Salary” has the meaning given to that term in Section
3(a).

    


    “Board”
      means the Board of Directors of the Company.

    


    “Cause”
      means Executive (i) is convicted of a felony or other crime involving dishonesty
      towards the Company or any of its Subsidiaries or material misuse of property
      of
      the Company or any of its Subsidiaries; (ii) engages in willful misconduct
      or
      fraud with respect to the Company or any of its Subsidiaries or any of their
      customers or suppliers or an intentional act of dishonesty or disloyalty in
      the
      course of Executive’s employment; (iii) refuses to perform Executive’s material
      obligations under this Agreement (except in connection with a Disability) as
      reasonably directed by the Board or the Company’s chief executive officer, which
      failure is not cured within 15 days after written notice thereof to Executive;
      (iv) misappropriates one or more of the Company’s or any of its Subsidiaries
      material assets or business opportunities; or (v) breaches Sections
5, 6 or 7 hereof which breach, if capable of being
      cured, is not cured within 10 days of written notice thereof has been delivered
      to Executive.  The Company may allow Executive an extension of time to
      cure a breach if the Board, in its sole discretion, determines that such
      extension is appropriate under the circumstances.

    


    “Company”
      has the meaning set forth in the preamble above; together with its Subsidiaries
      and affiliates and includes all predecessor entities.

    


    “Confidential
      Information” has the meaning given to that term in Section
      5(a).

    


    “Court”
      has the meaning given to that term in Section 7(b).

    


    “Disability”
      means Executive’s inability to perform the essential duties, responsibilities
      and functions of Executive’s position with the Company and its Subsidiaries for
      a continuous period of 180 days as a result of any mental or physical disability
      or incapacity, as determined under the definition of disability in the Company’s
      long-term disability plan so as to qualify Executive for benefits under the
      terms of that plan or as determined by an independent physician to the extent
      no
      such plan is then in effect.  Executive shall cooperate in all
      respects with the Company if a question arises as to whether Executive has
      become disabled (including, without limitation, submitting to an examination
      by
      a medical doctor or other health care specialists selected by the Company and
      authorizing such medical doctor or such other health care specialist to discuss
      Executive’s condition with the Company).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Employment
      Period” means the period commencing on November 12, 2007 (the “Commencement
      Date”) and ending on the Expiration Date or such earlier date as contemplated in
      the proviso to Section 4(a).

    


    “Expiration
      Date” means the first anniversary of the Commencement Date; provided,
      that if a written notice is not given by the Company at least ninety (90) days
      prior to such anniversary (or any subsequent anniversary if this Agreement
      is
      extended) stating that such party is electing not to extend the Employment
      Period, then the Expiration Date will automatically be extended to the next
      anniversary of the date hereof.

    


    “Expiration
      Year” means the calendar year in which the Employment Period
      expires.

    


    “Good
      Reason” means the occurrence of any of the following events without the
      written consent of Executive: (i) a material diminution of Executive’s duties or
      the assignment to Executive of duties that are inconsistent in any substantial
      respect with the position, authority or responsibilities associated with
      Executive’s position as set forth pursuant to Section 2(b), other
      than any such authorities, duties or responsibilities assigned at any time
      which
      are by their nature, or which are identified at the time of assignment, as
      being
      temporary or short-term; (ii) the Company’s requiring Executive to be based at a
      location which is fifty (50) or more miles from Executive’s principal office
      location on the Commencement Date; or (iii) a material breach by the Company
      of
      its obligations pursuant to this Agreement (including, without limitation,
      its
      obligations pursuant to Section 3) (which such breach goes uncured
      after notice and a reasonable opportunity to cure) ; provided, however, no
      condition enumerated in the preceding shall be deemed to be “Good Reason” unless
      within thirty (30) days of the initial existence of such condition, Executive
      shall have given the Company written notice thereof specifically describing
      the
      condition giving rise to “Good Reason” and allowing the Company a period of at
      least thirty (30) days from the date of receipt of the notice to remedy such
      condition.  Notwithstanding the foregoing, in no event will a
      condition give rise to “Good Reason” hereunder unless within ten (10) days after
      the expiration of the period provided in the Executive’s notice for the Company
      to remedy said condition but in no event later than one hundred and twenty
      (120)
      days initial existence of said condition, Executive shall have actually
      terminated his employment with the Company by giving written notice of
      resignation for failure of the Company to remedy such condition..

    


    “Termination
      Year” means the calendar year in which the Employment Period is
      terminated.

    


    “Subsidiaries”
      means any corporation or other entity of which the securities or other ownership
      interests having the voting power to elect a majority of the board of directors
      or other governing body are, at the time of determination, owned by the Company,
      directly or through one of more Subsidiaries.


    
      
        
        

      

      
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    “Work
      Product” has the meaning given to that term in Section
6.

    


    2.          
        Employment, Position and Duties.

    


    (a)           The
      Company shall employ Executive and Executive hereby accepts employment with
      the
      Company, upon the terms and conditions set forth in this Agreement for the
      Employment Period.

    


    (b)           During
      the Employment Period, Executive shall serve as Senior Vice President – Supply
      Chain of the Company and shall perform the normal duties, responsibilities
      and
      functions of an executive officer of a company of a similar size and type and
      shall have such power and authority as shall reasonably be required to enable
      Executive to perform Executive’s duties hereunder, subject to the power and
      authority of the Board to expand or limit such duties, responsibilities,
      functions, power and authority and to overrule actions of officers of the
      Company in a manner consistent with the traditional responsibilities of such
      office.

    


    (c)           During
      the Employment Period, Executive shall (i) render such administrative, financial
      and other executive and managerial services to the Company and its Subsidiaries
      which are consistent with Executive’s position as the Board may from time to
      time direct, (ii) report to the Board or the Company’s chief executive officer
      and shall devote Executive’s best efforts and Executive’s full business time and
      attention (except for permitted vacation periods and reasonable periods of
      illness or other incapacity) to the business and affairs of the Company and
      its
      Subsidiaries and (iii) submit to the Board all business, commercial and
      investment opportunities presented to Executive or of which Executive becomes
      aware which relate to the business of the Company and its Subsidiaries, and
      unless approved by the Board in writing, Executive shall not pursue, directly
      or
      indirectly, any such opportunities on Executive’s own
      behalf.  Executive shall perform Executive’s duties, responsibilities
      and functions to the Company and its Subsidiaries hereunder to the best of
      Executive’s abilities in a diligent, trustworthy and professional
      manner.

    


    3.        
          Compensation and Benefits.

    


    (a)           During
      the Employment Period, Executive’s base salary shall be a minimum of Three
      Hundred Fifty Thousand Dollars ($350,000.00) per annum (as increased or
      decreased in accordance with this Agreement from time to time, the “Base
      Salary”), which salary shall be payable by the Company in regular
      installments in accordance with the Company’s general payroll practices (in
      effect from time to time).  Executive’s Base Salary will be subject to
      annual review and increase or decrease (but shall not be decreased below the
      Base Salary in effect on the date of this Agreement) by the Board during the
      Employment Period.

    


    (b)           Executive
      shall be entitled to participate in the Company’s Senior Management Bonus Plan
      approved by the Board or a committee thereof, as in effect from time to
      time.  Notwithstanding the preceding, provided Executive remains
      continuously in the employment of the Corporation, for the Company’s fiscal year
      ending May 31, 2008 (“Fiscal 2008”), Executive will be entitled to receive a
      bonus equal to the greater of (i) the amount payable to Executive under the
      Company’s Senior Management Bonus Plan for the Fiscal 2008 or (ii) One Hundred
      Seventy-five Thousand Dollars ($175,000.00), in each case pro-rated for the
      partial fiscal year from the Commencement date through May 31,
      2008.  Such bonus shall be in lieu of direct participation in the
      Senior Management Bonus Plan for the first year of employment and, except as
      otherwise provided in Section 4(b)(i)(3) below, will be earned by the Executive
      and payable to Executive at the same time as bonuses are payable to other
      executives pursuant to the Senior Management Bonus Plan (but no later than
      fifteen (15) days after the first anniversary of the Commencement
      Date).  Thereafter, Executive will participate in the Senior
      Management Bonus Plan to the same extent as other members of senior management
      at a comparable level of the Corporation.


    
      
        
        

      

      
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    (c)           The
      Board, or a committee or appointee thereof, during the term of this Agreement,
      shall review annually, or at more frequent intervals which the Board determines
      is appropriate, Executive’s compensation and may award Executive compensation as
      the Board deems appropriate in its sole discretion; provided,
however, that Executive’s base salary shall not be reduced pursuant to
      any such review or otherwise.

    


    (d)           Executive
      shall be entitled to twenty days of paid vacation each calendar year in
      accordance with the Company’s policies, which if not taken in any year may not
      be carried forward to any subsequent calendar year and no compensation shall
      be
      payable in lieu thereof.  Such vacation will accrue as of January 1 of
      each year, except that during the remainder of the 2007 calendar year, Executive
      shall accrue twenty days of paid vacation pro rated for the number of full
      calendar months remaining in the calendar year in which the Employment Period
      commences.

    


    (e)           During
      the Employment Period, the Company shall reimburse Executive for all reasonable
      business expenses incurred by Executive in the course of performing Executive’s
      duties, responsibilities and functions under this Agreement which are consistent
      with the Company’s policies in effect from time to time with respect to travel,
      entertainment and other business expenses, subject to the Company’s requirements
      with respect to reporting and documentation of such expenses.

    


    (f)           Executive
      shall be entitled to participate, on the same basis as other executives of
      comparable level in the Company, in any compensation, bonus, incentive, award,
      deferred compensation, pension, retirement, stock award, stock option or other
      benefit, plan or arrangement of the Company (including, without limitation,
      any
      plan sponsored by the entity owning or controlling the Company, or any affiliate
      of such entity) now existing or hereafter adopted, all upon terms at least
      as
      favorable as those enjoyed by other salaried employees of comparable level
      of
      the Company; provided, however, the Company may restrict or
      exclude Executive’s participation in any such plan, or the benefits thereunder,
      on such terms and conditions as the Company shall in its sole discretion
      determine, if at any time Executive shall be working fewer than five days a
      week
      or on other part-time basis during regular business days.  Executive
      also shall be entitled to hospital, health, disability, medical and life
      insurance, and any other benefits enjoyed, from time to time, by other salaried
      employees of the Company of comparable level, all upon terms as favorable as
      those enjoyed by other salaried employees of comparable level of the
      Company.  Notwithstanding anything in this Section 3(f)
      to the contrary, if the Company adopts any change in the benefits provided
      for
      other salaried employees of the Company of comparable level, and such policy
      is
      uniformly applied to all such employees of the Company (and any successor or
      acquirer of the Company, if any), then no such change shall be deemed a breach
      by the Company of this Section 3(f).


    
      
        
        

      

      
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    (g)           Executive
      will be indemnified and defended for acts performed (or omissions made) in
      Executive’s capacity as an officer or director of the Company to the fullest
      extent specified in the Company’s certificate of incorporation and bylaws and as
      permitted under Delaware law.

    


    (h)           For
      the period from the Commencement Date to the earlier of (x) six (6) months
      after
      the Commencement Date and (y) the time Executive sells his current residence
      in
      Collierville, Tennessee (the “Current Home”) and relocates to a non-temporary
      residence within reasonable commuting distance from the Company’s principal
      offices in Burlington, New Jersey (the “New Home”), the Company will reimburse
      to the Executive,  reasonable housing accommodations for Executive and
      his family (not to exceed $3,000.00 per month).  Executive
      acknowledges that he will be solely responsible for the excess of the amount
      of
      Executive’s actual cost of housing accommodations over $3,000.00 per
      month.  In addition to the preceding, upon presentation by Executive
      to the Company of such written documentation as the Company may reasonably
      request, the Company will reimburse Executive for, the reasonable costs approved
      by the Company and incurred by Executive in relocating his personal residence
      from the Current Home to the New Home, including: (A) the costs of moving his
      motor vehicles and personal and household items (inclusive of temporary storage
      for a period not to exceed twelve (12) months) from the Current Home to
      temporary accommodations within New Jersey and from such temporary
      accommodations to the New Home (it being understood that temporary storage
      beyond twelve (12) months from the Commencement Date shall be at Executive’s
      sole expense); (B) real estate brokerage commissions incurred in selling the
      Current Home (not to exceed four (4) percent of the selling price of the Current
      Home); (C) the costs of points paid by Executive in connection with obtaining
      a
      mortgage and reasonable attorneys fees in connection with the purchase of the
      New Home by Executive (the “Home Purchase Costs”); provided the aggregate of
      such Home Purchase Costs reimbursable by the Company shall be not more than
      Ten
      Thousand Dollars ($10,000.00); (D) the costs of roundtrip airfare (x) every
      other weekend to visit his family for a period not to exceed six months
      commencing from the Commencement Date and as reasonably required for Executive
      to return to attend to the sale of his Current Home and arrange for the
      transportation of motor vehicles and personal and household items to New Jersey
      during the twelve month period following the Commencement Date and (y) up to
      four times for Executive’s spouse and daughter to travel between Collierville,
      Tennessee and New Jersey in connection with house hunting and relocation (it
      being agreed that all such air travel shall be by economy class and must be
      arranged through the Company’s travel office); (E) all other reasonable and
      customary closing costs (such as attorneys fees) in connection with the sale
      of
      the Current Home and relocation expenses, in each case approved by the Company’s
      Chief Executive Officer; and (F) reimbursement by the Company to Executive
      for
      any applicable federal and state income taxes paid by Executive resulting from
      the inclusion in his taxable income of any of the amounts paid, or reimbursed
      to
      him, by the Company under clauses (A) through (E) of this Section 3(h),
      payable to Executive at the same time that Executive files his federal and
      state income tax returns for the year in which reimbursed amounts are included
      in Executive’s taxable income and based on the highest marginal state and
      federal income tax rates for such year.  Executive agrees to provide
      to the Company documentation showing that the reimbursed amounts are taxable
      at
      such rates for the year in question.  The obligation of the Company to
      provide reimbursement for Executive’s federal tax liability will be adjusted to
      take into account the federal tax benefit, if any, of state income taxes
      applicable to the inclusion in taxable income of the amount of such amounts
      paid
      or reimbursed, regardless of the year in which such federal tax benefit is
      realized by Executive.  Notwithstanding the foregoing or anything
      herein to the contrary, the Company’s obligation for reimbursement of applicable
      federal and state income taxes shall not extend to any taxes imposed on the
      tax
      reimbursement provided pursuant to the foregoing.


    
      
        
        

      

      
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    (i)           For
      the period from the Commencement Date to the time Executive shall become
      eligible for participation in the Company’s health and medical plans, the
      Company shall reimburse Executive for the excess of the costs paid by Executive
      to his former employer for the purchase of continuation of health benefits
      under
      the Consolidated Omnibus Budget Reconciliation Act as administered by such
      company over the Executive’s current contributions to such plans.

    


    (j)           On
      or before February  28 , 2008, the Company will pay Executive a
      one-time special bonus of One Hundred Forty-one Thousand Seven Hundred Fifty
      Dollars ($141,750.00) representing the bonus payment forfeited by Executive
      under the bonus plan of Executive’s former employer upon resignation by
      Executive from employment with such employer to commence employment with the
      Company.

    


    (k)           Notwithstanding
      anything herein to the contrary, in the event Executive’s employment with the
      Company is terminated either voluntarily by Executive (other than for Good
      Reason) or for Cause by the Company within eighteen (18) months after the
      respective dates on which Executive receives payment under Sections 3(h) and
      3(j) above, Executive shall immediately repay to the Company all amounts paid
      on
      Executive’s behalf by the Company or reimbursed to Executive by the Company
      pursuant to said Sections 3(h) and 3(j), exclusive of the costs of air
      travel paid for or reimbursed by the Company pursuant to clause (D) of
Section 3(h).

    


    (l)           As
      additional compensation, the Company shall provide Executive with the use of
      an
      automobile allowance of [One Thousand Dollars ($1,000.00)] per
      month.  Executive shall be responsible for all costs and expenses
      incurred in connection with any automobile leased or purchased by Executive
      including, without limitation, the acquisition, operation, maintenance,
      insurance and repair thereof.

    


    4.      
            Termination and Payment
      Terms.

    


    (a)           The
      Employment Period shall end on the Expiration Date; provided, that (i)
      the Employment Period shall terminate prior to such date immediately upon
      Executive’s resignation, death or Disability and (ii) the Employment Period may
      be terminated by resolution of the Board, with or without Cause at any time
      prior to such date.  Except as otherwise provided herein, any
      termination of the Employment Period by the Company shall be effective as
      specified in a written notice from the Company to Executive.


    
      
        
        

      

      
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    (b)           If
      the Employment Period is terminated by the Company on or prior to the Expiration
      Date:

    


    (i)           (A)
      by resolution of the Board (other than for Cause) or by Executive resigning
      for
      Good Reason or (B) if the Employment Period expires on the Expiration Date,
      Executive shall be entitled to receive (1) all previously earned and accrued
      but
      unpaid Base Salary and vacation and unpaid business expenses up to the date
      of
      such termination or the Expiration Date, as applicable, (2) any unpaid bonus
      under Section 3(j) plus any other bonus earned by Executive for the fiscal
      year
      prior to the Termination Year or the Expiration Year, as applicable, but then
      unpaid, and any other amounts owed under Sections 3(h) or 3(i), (3) the pro
      rata
      portion of Executive’s target bonus or minimum guaranteed bonus (pursuant to
      Section 3(b) hereof) during the Termination Year or the Expiration Year, as
      applicable, to the extent targets (with regard only to non-guaranteed bonuses)
      thereunder are achieved for such year, after such termination or expiration,
      pro
      rated based on the number of days of the Termination Year or the Expiration
      Year, as applicable, prior to the date of termination or the Expiration Date,
      as
      applicable, which payment shall be made when the bonus payments for such
      Termination Year or the Expiration Year, as applicable, are otherwise due;
      (4)
      severance pay in the full amount of Base Salary at the time of termination
      or
      expiration from the date of termination or the Expiration Date, as applicable,
      through the period ending on the first anniversary of the date of termination
      or
      the Expiration Date, as applicable and (5) full continuation of Executive’s
      hospital, health, disability, medical and life insurance benefits during the
      one
      year severance period (to the extent any of those benefits cannot be provided
      by
      Company during the one year severance period, the Company will provide Executive
      with a sum of money calculated to permit Executive to obtain the same benefits
      individually, grossed up for tax purposes so that Executive remains
      whole).

    


    (ii)           for
      any other reason, including as a result of Executive’s death, Disability,
      voluntary resignation for other than Good Reason or by resolution of the Board
      for Cause, Executive’s sole entitlement shall be to receive all previously
      earned and accrued but unpaid Base Salary, vacation and unpaid business expenses
      up to the date of such termination or expiration and Executive shall not be
      entitled to any further Base Salary, bonus payments or benefits for that year
      or
      any future year, except as required by law, or to any other severance
      compensation of any kind.

    


    (c)           Executive
      agrees that:  (i) Executive shall be entitled to the payments and
      services provided for in Sections 4(b)(i)(3),
4(b)(i)(4), and 4(b)(i)(5), if any, if and only
      if
      Executive has executed and delivered the Release attached as Exhibit A
      and seven (7) days have elapsed since such execution without any revocation
      thereof by Executive and Executive has not breached as of the date of
      termination of the Employment Period the provisions of Sections 5,
6 and 7 hereof and does not breach such sections or
      such covenants
      at any time during the period for which such payments or services are to be
      made; and (ii) the Company’s obligation to make such payments and services will
      terminate upon the occurrence of any such breach during such
      period.

    


    (d)           Except
      as stated above, any payments pursuant to Section 4(b) shall be
      paid by the Company in regular installments in accordance with the Company’s
      general payroll practices, and following such payments the Company shall have
      no
      further obligation to Executive pursuant to this Section 4 except
      as provided by law.  All amounts payable to Executive as compensation
      hereunder shall be subject to all customary withholding, payroll and other
      taxes.  The Company shall be entitled to deduct or withhold from any
      amounts payable to Executive any federal, state, local or foreign withholding
      taxes, excise tax, or employment taxes imposed with respect to Executive’s
      compensation or other payments or Executive’s ownership interest in the Company
      (including, without limitation, wages, bonuses, dividends, the receipt or
      exercise of equity options and/or the receipt or vesting of restricted
      equity).


    
      
        
        

      

      
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    (e)           Executive
      hereby agrees that except as expressly provided herein, no severance
      compensation of any kind, nature or amount shall be payable to Executive and
      except as expressly provided herein, Executive hereby irrevocably waives any
      claim for severance compensation.

    


    (f)           Except
      as provided in Sections 4(b)(i) and 4(b)(ii) above, all of
      Executive’s rights pursuant to Sections  3(c), 3(d),
3(e), 3(f),3(h), 3(i), 3(j), and 3(l) shall cease upon
      the
      termination of the Employment Period.

    


    (g)           Notwithstanding
      anything herein to the contrary, if, at the time any payment is payable to
      Executive pursuant to the provisions of Section 4(b)(i) above as a result of
      Executive’s “separation from service” (within the meaning of Section 409A of the
      Internal revenue Code of 1986, as amended (the “Code”) and the regulations
      promulgated thereunder, the Company or any company in the affiliate group in
      which the Company’s financial statements are consolidated in accordance with
      generally accepted accounting principles has a class of equity securities traded
      on an established domestic or foreign securities market or otherwise including,
      without limitation, trading on an American exchange only as American Depositary
      receipts (“ADR’S”) and Executive is designated a “specified person” (as such
      term is defined in Section 409A of the Code and the regulations promulgated
      thereunder) on a list prepared by the Company periodically pursuant to Section
      409A of the Code and the regulations promulgated thereunder, then during the
      six
      month period from and after the date of Executive’s “separation from service”
the amount payable to Executive pursuant to the provisions of Section 4(b)(i)
      of
      the Employment Agreement shall not exceed the lesser of (x) two times
      Executive’s annual base compensation or (y) two times the amount determined
      pursuant to Section 401(a)(17) of the Code, and any excess amount which accrues
      to Executive during such period shall be withheld during such period and paid
      to
      Executive in a lump sum upon the expiration of six months after the date of
      “separation from service” (or , if earlier than the end of such six month
      period, upon Executive’s death).  Any further amounts payable to
      Executive pursuant to Section 4(b) (i) thereafter accruing shall be paid on
      their scheduled payment dates.

    


    


    5.         
         Confidential Information.

    


    (a)           Executive
      acknowledges and agrees that the information, observations and data (including
      trade secrets) obtained by Executive while employed by the Company and its
      Subsidiaries concerning the business or affairs of the Company and its
      Subsidiaries are the confidential information (“Confidential
      Information”), and the property, of the Company and/or its
      Subsidiaries.  Without limiting the foregoing, the term “Confidential
      Information” shall be interpreted as broadly as possible to include all
      observations, data and other information of any sort that are (i) related to
      any
      past, current or potential business of the Company or any of its Subsidiaries
      or
      any of their respective predecessors, and any other business related to any
      of
      the foregoing, and (ii) not generally known to and available for use by those
      within the line of business or industry of the Company or by the public (except
      to the extent such information has become generally known to and available
      for
      use by the public as a direct or indirect result of Executive’s acts or
      omissions) including all (A) Work Product (as defined below); (B) information
      concerning development, acquisition or investment opportunities in or reasonably
      related to the business or industry of the Company or any of its Subsidiaries
      of
      which Executive is aware or becomes aware during the term of his employment;
      (C)
      information identifying or otherwise concerning any current, former or
      prospective suppliers, distributors, contractors, agents or customers of the
      Company or any of its Subsidiaries; (D) development, transition, integration
      and
      transformation plans, methodologies, processes and methods of doing business;
      (E) strategic, marketing, promotional and financial information (including
      all
      financial statements), business and expansion plans, including plans and
      information regarding planned, projected and/or potential sales, pricing,
      discount and cost information; (F) information identifying or otherwise
      concerning employees, independent contractors and consultants; (G) information
      on new and existing programs and services, prices, terms, and related
      information; (H) the terms of this Agreement; (I) all information marked, or
      otherwise designated, as confidential by the Company or any of its Subsidiaries
      or which Executive should reasonably know is confidential or proprietary
      information of the Company or any of its Subsidiaries; (J) all information
      or
      materials similar or related to any of the foregoing, in whatever form or
      medium, whether now existing or arising hereafter (and regardless of whether
      merely stored in the mind of Executive or employees or consultants of the
      Company or any of its Subsidiaries, or embodied in a tangible form or medium);
      and (K) all tangible embodiments of any of the foregoing.


    
      
        
        

      

      
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    (b)           Therefore,
      Executive agrees that, except as required by law or court order, including,
      without limitation, depositions, interrogatories, court testimony, and the
      like
      (and in such case provided that Executive must give the Company and/or its
      Subsidiaries, as applicable, prompt written notice of any such legal
      requirement, disclose no more information than is so required and seek, at
      the
      Company’s sole cost and expense, confidential treatment where available and
      cooperate fully with all efforts by the Company and/or its Subsidiaries to
      obtain a protective order or similar confidentiality treatment for such
      information), Executive shall not disclose to any unauthorized person or entity
      or use for Executive’s own purposes any Confidential Information without the
      prior written consent of the Board, unless and to the extent that the
      Confidential Information becomes generally known to and available for use by
      the
      public other than as a direct or indirect result of Executive’s acts or
      omissions.  Executive shall deliver to the Company at the termination
      or expiration of the Employment Period, or at any other time the Company may
      request, all memoranda, notes, plans, records, reports, computer tapes,
      printouts and software and other documents and data (and copies thereof)
      embodying or relating to the Confidential Information (including any Work
      Product (as defined below)) or the business of the Company and its Subsidiaries
      which Executive may then possess or have under Executive’s control and if, at
      any time thereafter, any such materials are brought to Executive’s attention or
      Executive discovers them in his possession or control, Executive shall deliver
      such materials to the Company immediately upon such notice or
      discovery.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    6.         
         Intellectual Property, Inventions and
      Patents.  Executive acknowledges and agrees that all discoveries,
      concepts, ideas, inventions, innovations, improvements, developments, methods,
      specifications, designs, analyses, drawings, reports, patents and patent
      applications, processes, programs, systems, software, firmware, materials,
      plans, sketches, models, know-how, devices, developments, data, databases,
      technology, trade secrets, works of authorship, copyrightable works and mask
      works (whether or not including any confidential information) and all
      registrations or applications related thereto, all other intellectual property
      or proprietary information and all similar or related information (whether
      or
      not patentable or copyrightable and whether or not reduced to tangible form
      or
      practice) which relate to the Company’s or any of its Subsidiaries’ actual or
      anticipated business, research and development or existing or future products
      or
      services and which are conceived, developed or made by Executive (whether alone
      or jointly with others) while employed by the Company or its predecessors and
      its Subsidiaries (“Work Product”) shall be deemed to be “work made for
      hire” (as defined in the Copyright Act, 17 U.S.C.A. §101 et seq., as amended)
      and owned exclusively by the Company.  To the extent that any Work
      Product is not deemed to be “work made for hire” under applicable law, and all
      right, title and interest in and to such Work Product have not automatically
      vested in the Company, Executive hereby (A) irrevocably assigns, transfers
      and
      conveys, and shall assign transfer and convey, to the full extent permitted
      by
      applicable law, all right, title and interest in and to the Work Product on
      a
      worldwide basis to the Company (or such other person or entity as the Company
      shall designate), without further consideration, and (B) waives all moral rights
      in or to all Work Product, and to the extent such rights may not be waived,
      agrees not to assert such rights against the Company or its respective
      licensees, successors or assigns.  Executive shall, at the Company’s
      expense, execute all documents and perform all actions reasonably requested
      by
      the Board (whether during or after the Employment Period) to establish, confirm,
      evidence, effectuate, maintain, protect, enforce, perfect, record, patent or
      register any of the Company’s rights hereunder (including, without limitation,
      assignments, consents, powers of attorney and other instruments).

    


    7.         
         Non-Compete, Non-Solicitation.

    


    (a)           In
      further consideration of the compensation to be paid to Executive hereunder,
      Executive acknowledges and agrees that during the course of Executive’s
      employment with the Company and its Subsidiaries Executive shall become familiar
      with the Company’s trade secrets and with other Confidential Information and
      that Executive’s services have been and shall be of special, unique and
      extraordinary value to the Company and its Subsidiaries, and therefore,
      Executive agrees that, during his or her employment with the Company and for
      a
      period of one year thereafter (the “Non-Compete Period”; provided,
      that if Executive’s employment is terminated by the Company with Cause, the
      Non-Compete Period shall terminate on the date of such termination), Executive
      shall not directly or indirectly (whether as an owner, partner, shareholder,
      agent, officer, director, employee, independent contractor, consultant or
      otherwise) own any interest in, operate, invest in, manage, control, participate
      in, consult with, render services for (alone or in association with any person
      or entity), in any manner engage in any business activity on behalf of a
      Competing Business within any geographical area in which the Company or its
      Subsidiaries operates or plan to operate.  Nothing herein shall
      prohibit Executive from being a passive owner of not more than 2% of the
      outstanding stock of any class of a corporation which is publicly traded, so
      long as Executive has no active participation in the business of such
      corporation.  For purposes of this paragraph, “Competing Business”
means each of the following entities, together with their respective
      subsidiaries and affiliates:  TJ Maxx, Marshalls, Ross Stores, Stein
      Mart, Century 21, Forman Mills, Schottenstein Stores and Daffy
      Dan’s.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    (b)           During
      the Non-Compete Period, Executive shall not, directly or indirectly, and shall
      ensure that any person or entity controlled by Executive does not, (i) induce
      or
      attempt to induce any employee of the Company or any Subsidiary to leave the
      employ of the Company or such Subsidiary, or in any way interfere with the
      relationship between the Company or any Subsidiary and any employee thereof,
      (ii) hire, directly or through another person, any person (whether or not
      solicited) who was an executive of the Company or any Subsidiary at any time
      within the one year period before Executive’s termination from employment, (iii)
      induce or attempt to induce any customer, supplier, licensee, licensor,
      franchisee or other business relation of the Company or any Subsidiary to cease
      doing business with the Company or such Subsidiary, engage in or assist any
      person or entity in engaging in any Competing Business or in any way interfere
      with the relationship between any such customer, supplier, licensee or business
      relation and the Company or any Subsidiary (Executive understands that any
      person or entity that Executive contacted during the one year period prior
      to
      the date of Executive’s termination of employment for the purpose of soliciting
      sales from such person or entity shall be regarded as a “potential customer” of
      the Company and its Subsidiaries as to whom the Company has a protectible
      proprietary interest) or (iv) make or solicit or encourage others to make or
      solicit directly or indirectly any defamatory statement or communication about
      the Company or any of its Subsidiaries or any of their respective businesses,
      products, services or activities (it being understood that such restriction
      shall not prohibit truthful testimony compelled by valid legal
      process).

    


    8.       
           Enforcement.

    


    (a)           Executive
      acknowledges and agrees that the Company entered into this Agreement in reliance
      on the provisions of Sections 5, 6 and 7 and the
      enforcement of this Agreement is necessary to ensure the preservation,
      protection and continuity of the business of the Company and its Subsidiaries
      and other Confidential Information and goodwill of the Company and its
      Subsidiaries to the extent and for the periods of time expressly agreed to
      herein.  Executive acknowledges and agrees that he has carefully read
      this Agreement and has given careful consideration to the restraints imposed
      upon Executive by this Agreement, and is in full accord as to their necessity
      for the reasonable and proper protection of confidential and proprietary
      information of the Company and its Subsidiaries now existing or to be developed
      in the future.  Executive expressly acknowledges and agrees that each
      and every restraint imposed by this Agreement is reasonable with respect to
      subject matter, time period and geographical area.

    


    (b)           Notwithstanding
      any provision to the contrary herein, the Company or its Subsidiaries may
      pursue, at its discretion, enforcement of Sections 5, 6 and
7 in any court of competent jurisdiction (each
      a
“Court”).

    


    (c)           Whenever
      possible, each provision of this Agreement shall be interpreted in such manner
      as to be effective and valid under applicable law, but if any provision of
      this
      Agreement is held to be invalid, illegal or unenforceable in any respect under
      any applicable law or rule in any jurisdiction, such invalidity, illegality
      or
      unenforceability shall not affect any other provision or any other jurisdiction,
      but this Agreement shall be reformed, construed and enforced in such
      jurisdiction as if such invalid, illegal or unenforceable provision had never
      been contained herein.  More specifically, if any Court determines
      that any of the covenants set forth in Sections 5, 6 and
7 are overbroad or unreasonable under applicable
      law in duration,
      geographical area or scope, the parties to this Agreement specifically agree
      and
      authorize such Court to rewrite this Agreement to reflect the maximum duration,
      geographical area and/or scope permitted under applicable law.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    (d)           Because
      Executive’s services are unique and because Executive has intimate knowledge of
      and access to Confidential Information and Work Product, the parties hereto
      agree that money damages would not be an adequate remedy for any breach of
      Sections 5, 6 and 7, and any breach of the terms of
Sections 5, 6 and 7 would result
      in irreparable
      injury and damage to the Company and its Subsidiaries for which the Company
      and
      its Subsidiaries would have no adequate remedy at law.  Therefore, in
      the event of a breach or threatened breach of Sections 5, 6
      and 7, the Company or its successors or assigns, in addition to any other
      rights and remedies existing in their favor at law or in equity, shall be
      entitled to specific performance and/or immediate injunctive or other equitable
      relief from a Court in order to enforce, or prevent any violations of, the
      provisions hereof (without posting a bond or other security), without having
      to
      prove damages.  The terms of this Section 8 shall not
      prevent the Company or any of its Subsidiaries from pursuing any other available
      remedies for any breach or threatened breach of this Agreement, including the
      recovery of damages from Executive.

    


    9.         
         Executive’s Representations.  Executive
      hereby represents and warrants to the Company that (i) the execution, delivery
      and performance of this Agreement by Executive do not and shall not conflict
      with, breach, violate or cause a default under any contract, agreement,
      instrument, order, judgment or decree to which Executive is a party or by which
      he is bound, (ii) except as is alleged or claimed by Williams Sonoma in a letter
      from Williams Sonoma dated October 16, 2007 (a copy of which has been provided
      to the Company), Executive is not a party to or bound by any employment
      agreement, noncompete agreement or confidentiality agreement with any other
      person or entity and (iii) upon the execution and delivery of this Agreement
      by
      the Company, this Agreement shall be the valid and binding obligation of
      Executive, enforceable in accordance with its
      terms.  EXECUTIVE HEREBY ACKNOWLEDGES, AGREES AND REPRESENTS
      THAT EXECUTIVE HAS CONSULTED WITH INDEPENDENT LEGAL COUNSEL REGARDING
      EXECUTIVE’S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AND THE TERMS OF THE
      RELEASE ATTACHED AS EXHIBIT A AND THAT
      EXECUTIVE FULLY UNDERSTANDS THE TERMS AND CONDITIONS CONTAINED HEREIN AND
      THEREIN.

    


    10.           Survival.  The
      provisions of Section 3(g) and 3(k) and Sections 4 through
20, inclusive, shall survive and continue in
      full force in accordance
      with their terms notwithstanding the termination of the Employment
      Period.

    


    11.           Notices.  Any
      notice provided for in this Agreement shall be in writing and shall be either
      personally delivered, sent by reputable overnight courier service with
      confirmation of delivery, sent by facsimile (with evidence of transmission)
      or
      mailed by first class mail, return receipt requested, to the recipient at the
      address below indicated:


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    To
      Executive:

    


    Charles
      Guardiola

    _____________________

    _______________________

    


    


    To
      the
      Company:

    


    Burlington
      Coat Factory Warehouse Corporation

    1830
      Route 130

    Burlington,
      New Jersey 08016

    Attention:
      General Counsel

    Facsimile
      No.:  (609) 239-9675

    


    with
      copies (which shall not constitute notice) to:

    


    Bain
      Capital Partners, LLC

    111
      Huntington Avenue

    Boston,
      Massachusetts 02199

    Attention:
      Jordan Hitch

    Facsimile
      No.: (617) 516-2010

    


    Kirkland
      & Ellis LLP

    153
      East
      53rd Street

    New
      York,
      NY 10022

    Attention:           Josh
      Korff, Esq.

    Facsimile
      No.:  (212) 446-6460

    


    or
      such
      other address or to the attention of such other person as the recipient party
      shall have specified by prior written notice to the sending
      party.  Any notice under this Agreement shall be deemed to have been
      given when personally delivered, one (1) business day following delivery to
      the
      overnight courier service, if given by facsimile, when such facsimile is
      transmitted to the applicable fax number specified above and the appropriate
      facsimile confirmation is received, or if so mailed, on receipt.

    


    12.           Complete
      Agreement.  This Agreement and those other documents expressly
      referred to herein embody the complete agreement and understanding among the
      parties hereto and supersede and preempt any prior understandings, agreements
      or
      representations by or among the parties hereto, written or oral, which may
      have
      related to the subject matter hereof in any way.

    


    13.           Counterparts.  This
      Agreement may be executed in separate counterparts, each of which is deemed
      to
      be an original and all of which taken together constitute one and the same
      agreement.

    


    14.           Successors
      and Assigns.  This Agreement is intended to bind and inure to the
      benefit of and be enforceable by Executive, the Company and their respective
      heirs, successors and assigns; provided, that the services provided by
      Executive under this Agreement are of a personal nature and rights and
      obligations of Executive under this Agreement shall not be
      assignable.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    15.           Choice
      of Law.  All issues and questions concerning the construction,
      validity, enforcement and interpretation of this Agreement shall be governed
      by,
      and construed in accordance with, the laws of the State of New York, without
      giving effect to any choice of law or conflict of law rules or provisions
      (whether of the State of New York or any other jurisdiction) that would cause
      the application of the laws of any jurisdiction other than the State of New
      York.  In furtherance of the foregoing, the internal law of the State
      of New York shall control the interpretation and construction of this Agreement,
      even though under that jurisdiction’s choice of law or conflict of law analysis,
      the substantive law of some other jurisdiction would ordinarily
      apply.

    


    16.           Consent
      to Jurisdiction.  EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE
      EXCLUSIVE JURISDICTION OF THE STATE OR FEDERAL COURTS LOCATED IN THE CITY AND
      STATE OF NEW YORK IN THE BOROUGH OF MANHATTAN FOR THE PURPOSES OF ANY SUIT,
      ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT
      OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.  EACH OF THE
      PARTIES HERETO FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE
      OR
      DOCUMENT BY U.S. REGISTERED MAIL TO SUCH PARTY’S RESPECTIVE ADDRESS SET FORTH IN
SECTION 11 SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION,
      SUIT OR PROCEEDING WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO
      JURISDICTION IN THIS SECTION 16.  EACH OF THE PARTIES
      HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF
      VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY
      RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IN THE
      STATE OR FEDERAL COURTS LOCATED IN THE CITY AND STATE OF NEW YORK IN THE BOROUGH
      OF MANHATTAN AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY
      WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION,
      SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
      FORUM.

    


    17.           Waiver
      of Jury Trial.  AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR
      EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT AFTER HAVING THE
      OPPORTUNITY TO CONSULT WITH COUNSEL, EACH PARTY HERETO EXPRESSLY WAIVES THE
      RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING
      IN
      ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

    


    18.           Amendment
      and Waiver.  The provisions of this Agreement may be amended or
      waived only with the prior written consent of the Company (as approved by the
      Board) and Executive, and no course of conduct or course of dealing or failure
      or delay by any party hereto in enforcing or exercising any of the provisions
      of
      this Agreement (including, without limitation, the Company’s right to terminate
      the Employment Period for Cause) shall affect the validity, binding effect
      or
      enforceability of this Agreement or be deemed to be an implied waiver of any
      provision of this Agreement.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    19.           Key
      Man Life Insurance.  The Company may apply for and obtain and
      maintain a key man life insurance policy in the name of Executive together
      with
      other executives of the Company in an amount deemed sufficient by the Board,
      the
      beneficiary of which shall be the Company.  Executive shall submit to
      physical examinations and answer reasonable questions in connection with the
      application and, if obtained, the maintenance of, as may be required, such
      insurance policy.

    


    20.           Executive’s
      Cooperation.  During the Employment Period and thereafter,
      Executive shall cooperate with the Company and its Subsidiaries in any internal
      investigation or administrative, regulatory or judicial proceeding as reasonably
      requested by the Company (including, without limitation, Executive being
      available to the Company upon reasonable notice for interviews and factual
      investigations, appearing at the Company’s request to give testimony without
      requiring service of a subpoena or other legal process, volunteering to the
      Company all pertinent information and turning over to the Company all relevant
      documents which are or may come into Executive’s possession, all at times and on
      schedules that are reasonably consistent with Executive’s other permitted
      activities and commitments).  In the event the Company requires
      Executive’s cooperation in accordance with this section after the termination of
      the Employment Period, the Company shall reimburse Executive for all of
      Executive’s reasonable costs and expenses incurred, in connection therewith,
      plus pay Executive a sum of One Thousand Five Hundred Dollars ($1,500.00) per
      day for Executive’s time spent, such payment to be made within thirty (30) days
      after the date incurred.

    


    *   *   *   *   *


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first written above.

    


    
      	 	
              BURLINGTON
                COAT FACTORY WAREHOUSE CORPORATION

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/:
                Mark Nesci

            	 
	 	 	
              Name:
                Mark Nesci

            	 
	 	 	
              Title:   Chief
                Executive Officer

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/:
                Charles Guardiola

            	 
	 	
              EXECUTIVE:
                Charles Guardiola

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    


    GENERAL
      RELEASE

    


    I,
      [__________], in consideration of and subject to the performance by Burlington
      Coat Factory Warehouse Corporation, a Delaware corporation (together with its
      subsidiaries, the “Company”), of its obligations with respect to the
      payment of severance pursuant to Sections 4(b)(i)(3),
4(b)(i)(4) and 4(b)(i)(5) of the Employment
      Agreement, dated as of November __, 2007 (the “Agreement”) and this
      General Release (the “General Release”), do hereby release and forever
      discharge as of the date hereof the Company, its subsidiaries and affiliates
      and
      all present and former directors, officers, agents, representatives, employees,
      successors and assigns of the Companies and their subsidiaries and affiliates
      and the Company’s direct and indirect owners (collectively, the “Released
      Parties”) to the extent provided below.

    


    
      	
              1.

            	
              I
                understand that any payments paid to me under Sections
                4(b)(i)(3), 4(b)(i)(4) and
                4(b)(i)(5) of the Agreement represent consideration for
                signing this General Release and are not salary or wages to which
                I was
                already entitled. I understand and agree that I will not receive
                the
                payments specified in Sections 4(b)(i)(3),
                4(b)(i)(4) and 4(b)(i)(5) of the Agreement
                unless I execute this General Release and do not revoke this General
                Release within the time period permitted hereafter or breach this
                General
                Release or Sections 5, 6 or 7 of the
                Agreement.  Such payments will not be considered compensation
                for purposes of any employee benefit plan, program, policy or arrangement
                maintained or hereafter established by the Company or its
                affiliates.  I also acknowledge and represent that I have
                received all salary, wages and bonuses that I am entitled to receive
                (as
                of the date hereof) by virtue of any employment by the
                Company.

            


    

    


    
      	
              2.

            	
              Except
                as provided in paragraphs 4, 12 and 13 below and except for the provisions
                of the Agreement which expressly survive the termination of my employment
                with the Company, I knowingly and voluntarily (for myself, my heirs,
                executors, administrators and assigns) release and forever discharge
                the
                Company and the other Released Parties from any and all claims, suits,
                controversies, actions, causes of action, cross-claims, counter-claims,
                demands, debts, compensatory damages, liquidated damages, punitive
                or
                exemplary damages, other damages, claims for costs and attorneys’ fees, or
                liabilities of any nature whatsoever in law and in equity, both past
                and
                present (through the date this General Release becomes effective
                and
                enforceable) and whether known or unknown, suspected, or claimed
                against
                the Company or any of the Released Parties which I, my spouse, or
                any of
                my heirs, executors, administrators or assigns, may have, which arise
                out
                of or are connected with my employment with, or my separation or
                termination from, the Company (including, but not limited to, any
                allegation, claim or violation, arising under: Title VII of the Civil
                Rights Act of 1964, as amended; the Civil Rights Act of 1991; the
                Age
                Discrimination in Employment Act of 1967, as amended (including the
                Older
                Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended;
                the Americans with Disabilities Act of 1990; the Family and Medical
                Leave
                Act of 1993; the Worker Adjustment Retraining and Notification Act;
                any
                applicable Executive Order Programs; the Fair Labor Standards Act;
                or
                their state or local counterparts; or under any other federal, state
                or
                local civil or human rights law, or under any other local, state,
                or
                federal law, regulation or ordinance; or under any public policy,
                contract
                or tort, or under common law; or arising under any policies, practices
                or
                procedures of the Company; or any claim for wrongful discharge, breach
                of
                contract, infliction of emotional distress, defamation; or any claim
                for
                costs, fees, or other expenses, including attorneys’ fees incurred in
                these matters) (all of the foregoing collectively referred to herein
                as
                the “Claims”).

            


    


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    
      	
              3.

            	
              I
                represent that I have made no assignment or transfer of any right,
                claim,
                demand, cause of action, or other matter covered by paragraph 2
                above.

            


    

    


    
      	
              4.

            	
              I
                agree that this General Release does not waive or release any rights
                or
                claims that I may have under the Age Discrimination in Employment
                Act of
                1967 which arise after the date I execute this General Release. I
                acknowledge and agree that my engagement and employment by, and separation
                from employment with the Company in compliance with the terms of
                the
                Agreement shall not serve as the basis for any claim or action (including,
                without limitation, any claim under the Age Discrimination in Employment
                Act of 1967).

            


    

    


    
      	
              5.

            	
              In
                signing this General Release, I acknowledge and intend that it shall
                be
                effective as a bar to each and every one of the Claims hereinabove
                mentioned or implied. I expressly consent that this General Release
                shall
                be given full force and effect according to each and all of its express
                terms and provisions, including those relating to unknown and unsuspected
                Claims (notwithstanding any state statute that expressly limits the
                effectiveness of a general release of unknown, unsuspected and
                unanticipated Claims), if any, as well as those relating to any other
                Claims hereinabove mentioned or implied. I acknowledge and agree
                that this
                waiver is an essential and material term of this General Release
                and that
                without such waiver the Company would not have agreed to make any
                payments
                pursuant to the terms of Sections 4(b)(i)(3),
                4(b)(i)(4) and 4(b)(i)(5) of the
                Agreement.  I further agree that in the event I should bring a
                Claim seeking damages against the Company or any other Released Party,
                or
                in the event I should seek to recover against the Company or any
                other
                Released Party in any Claim brought by a governmental agency on my
                behalf,
                this General Release shall serve as a complete defense to such Claims.
                I
                further agree that I am not aware of any pending charge or complaint
                of
                the type described in paragraph 2 as of the execution of this General
                Release.

            


    

    


    
      	
              6.

            	
              I
                agree that neither this General Release, nor the furnishing of the
                consideration for this General Release, shall be deemed or construed
                at
                any time to be an admission by the Company, any Released Party or
                myself
                of any improper or unlawful
                conduct.

            


    

    


    
      	
              7.

            	
              I
                agree that I will forfeit all amounts payable by the Company pursuant
                to
                Sections
                4(b)(i)(3), 4(b)(i)(4) and
                4(b)(i)(5) of the Agreement if I challenge the validity of
                this General Release.  I also agree that if I violate this
                General Release by suing the Company or the other Released Parties,
                I will
                return all severance payments received by me pursuant to Sections
                4(b)(i)(3), 4(b)(i)(4) and
                4(b)(i)(5) of the
                Agreement.

            


    

    


    
      	
              8.

            	
              I
                agree that this General Release is confidential and agree not to
                disclose
                any information regarding the terms of this General Release, except
                to my
                immediate family and any tax, legal or other advisor I have consulted
                regarding the meaning or effect hereof or as required by law, and
                I will
                instruct each of the foregoing not to disclose the same to
                anyone.

            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    
      	
              9.

            	
              Any
                non-disclosure provision in this General Release does not prohibit
                or
                restrict me (or my attorney) from responding to any inquiry about
                this
                General Release or its underlying facts and circumstances by the
                Securities and Exchange Commission (SEC), the National Association
                of
                Securities Dealers, Inc. (NASD), any other self-regulatory organization
                or
                governmental entity.

            


    

    


    
      	
              10.

            	
              I
                agree that, as of the date hereof, I have returned to the Company
                any and
                all property, tangible or intangible, relating to its business, which
                I
                possessed or had control over at any time (including, but not limited
                to,
                company-provided credit cards, building or office access cards, keys,
                computer equipment, manuals, files, documents, records, software,
                customer
                data base and other data) and that I shall not retain any copies,
                compilations, extracts, excerpts, summaries or other notes of any
                such
                manuals, files, documents, records, software, customer data base
                or other
                data other than such documents as are generally or publicly known;
                provided, that such documents are not known as a result of my
                breach or actions in violation of the Agreement or this General
                Release.

            


    

    


    
      	
              11.

            	
              Notwithstanding
                anything in this General Release to the contrary, this General Release
                shall not relinquish, diminish, or in any way affect any rights or
                claims
                arising out of any breach by the Company or by any Released Party
                of the
                Agreement after the date hereof or any other rights or claims I may
                have
                against the Company or any Released Party arising after the date
                hereof.

            


    

    


    
      	
              12.

            	
              Whenever
                possible, each provision of this General Release shall be interpreted
                in
                such manner as to be effective and valid under applicable law, but
                if any
                provision of this General Release is held to be invalid, illegal
                or
                unenforceable in any respect under any applicable law or rule in
                any
                jurisdiction, such invalidity, illegality or unenforceability shall
                not
                affect any other provision or any other jurisdiction, but this General
                Release shall be reformed, construed and enforced in such jurisdiction
                as
                if such invalid, illegal or unenforceable provision had never been
                contained herein.

            


    

    


    
      	
              13.

            	
              As
                set forth in Section 10 of the Agreement, Section 3(g) and
                3(k) and Sections 4 through 20 of the Agreement,
                inclusive, survived the termination of my employment and are incorporated
                herein and made part hereof.

            


    

    


    BY
      SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

    


    
      	
               

            	
              (i)

            	
              I
                HAVE READ IT CAREFULLY;

            


    

    


    
      	
               

            	
              (ii)

            	
              I
                UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT
                RIGHTS,
                INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION
                IN
                EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS
                ACT OF
                1964, AS AMENDED; THE EQUAL PAY ACT OF 1963 AND THE AMERICANS WITH
                DISABILITIES ACT OF 1990;

            


    

    


    
      	
               

            	
              (iii)

            	
              I
                VOLUNTARILY CONSENT TO EVERYTHING IN
                IT;

            


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (iv)

            	
              I
                HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT
                AND I
                HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION I HAVE CHOSEN
                NOT
                TO DO SO OF MY OWN VOLITION;

            


    

    


    
      	
               

            	
              (v)

            	
              I
                HAVE HAD AT LEAST 21 DAYS (OR 45 DAYS, AS REQUIRED BY LAW) FROM THE
                DATE
                OF MY RECEIPT OF THIS RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON
                _______________ __, _____ TO CONSIDER IT AND THE CHANGES MADE SINCE
                THE
                _______________ __, _____ VERSION OF THIS RELEASE ARE NOT MATERIAL
                AND
                WILL NOT RESTART THE REQUIRED 21-DAY (OR 45-DAY, AS APPLICABLE)
                PERIOD;

            


    

    


    
      	
               

            	
              (vi)

            	
              ANY
                CHANGES TO THE AGREEMENT SINCE [_______, 2007] EITHER ARE
                NOT MATERIAL OR WERE MADE AT MY
                REQUEST.

            


    

    


    
      	
               

            	
              (vii)

            	
              I
                UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE
                TO
                REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE
                UNTIL THE REVOCATION PERIOD HAS EXPIRED WITHOUT NOTICE OF ANY SUCH
                REVOCATION HAVING BEEN RECEIVED BY THE
                COMPANY;

            


    

    


    
      	
            	
              (viii)

            	
              I
                HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH
                THE
                ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT;
                AND

            


    

    


    
      	
               

            	
              (ix)

            	
              I
                AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED,
                WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED
                BY
                AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY
                ME.

            


    

    
 

    
      	
              DATE:  
                

            	 	 	 


    

    


     

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