4.1 Base Salary. During the Term, the Company will pay to theEmployee an annual base salary of $350,000, payable in accordance with the customary payrollpractices of the Company. The Employee’s annual base salary shall be reviewed annually and may beincreased by the Company at its discretion during the Term. The Employee’s base salary, asincreased from time to time shall be referred to herein as “Base Salary”.               4.2 Bonuses. During the Term, the Employee shall be eligible to receive an annualbonus (“Bonus”) under a plan established by the Company in the amount determined by the Board ofDirectors of the Company (the “Board”) based upon achievement of performance measures establishedby the Company and approved by the Board. The Employee’s target bonus shall be 75% of Base Salary(the “Target Bonus”).               4.3 Participation in Employee Benefit Plans. The Employee shall be entitled during theTerm, if and to the extent eligible, to participate in all of the applicable benefit plans of theCompany, which may be available to other senior executives of the Company. The Company may at anytime or from time to time amend, modify, suspend or terminate any employee benefit plan, program orarrangement for any reason without the Employee’s consent if such amendment, modification,suspension or termination is consistent with the amendment, modification, suspension or terminationfor other executives of the Company. Notwithstanding the foregoing, the Employee shall be entitledto 20 days of vacation for the 2007 calendar year, the carry-over of such vacation days shall be inaccordance with the vacation policy of the Company.               4.4 Equity Compensation. During the Term, the Employee shallbe eligible to participate in an equity incentive compensation plan established by the Company oran affiliate of the Company (the “Equity Incentive Plan”) pursuant to the terms of the EquityIncentive Plan and any applicable agreements thereunder as determined from time to time by theBoard.               4.5 Expense Reimbursement. During the Term, the Employeeshall be entitled to receive reimbursement for all appropriate business expenses incurred by him inconnection with his duties under this Agreement in accordance with the policies of the Company asin effect from time to time.               4.6 Relocation. Should the Employee decide to relocate hisprimary residence to Charlotte, N.C., the Company shall (a) reimburse the Employee (on a taxneutral grossed up basis) for expenses reasonably incurred by the Employee (not to exceed $75,000in the aggregate) in connection with such relocation, in accordance with the relocation policies ofthe Company (the “Relocation Expenses”), and (b) pay to the Employee a one-time relocation bonus of$25,000. In addition, the Company shall provide the Employee with temporary housing and a rentalcar in Charlotte, N.C. and transportation to Charlotte, N.C. through the earlier of November 30,2007 or such time as the Employee has relocated his primary residence to Charlotte, N.C. If theEmployee has not relocated his primary residence to Charlotte, N.C. by November 30, 2007, theCompany shall reimburse the Employee for his temporary housing starting December 1, 2007, suchreimbursed amounts not to exceed $75,000 in the aggregate (the “Housing Expenses”). In the eventthat the Employee relocates his primary residence to Charlotte, N.C. subsequent to December 1,2007, the Company shall reimburse the Employee for the Relocation Expenses in an amount not toexceed the difference of $75,000 *minus*the aggregate amount of Housing Expenses reimbursed by theCompany. For purposes of
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this Section 4.6, the Employee shall not be deemed to have relocated his primary residence toCharlotte, N.C. until such date on which (i) he has sold his previous primary residence in New YorkCity or (ii) he has purchased a new primary residence in Charlotte, N.C.          5. Termination of Employment.              5.1 By the Company for Cause or by the Employee or Due to Death. If: (i) theEmployee’s employment terminates due to his death; (ii) the Company terminates the Employee’semployment with the Company for Cause (as defined below) or (iii) the Employee terminates hisemployment for any reason, the Employee, or the Employee’s legal representatives (as appropriate),shall be entitled to receive the following (the “Accrued Benefits”):                    (a) the Employee’s accrued but unpaid Base Salary and benefits set forth in Section 4.3, ifany, to the date of termination;                    (b) the unpaid portion of the Bonus, if any, relating to thecalendaryear prior to the calendar year of the Employee’s death, termination by the Company for Cause orby the Employee, payable in accordance with Section 4.2; and                    (c) expenses reimbursable under Section 4.5 incurred but not yet reimbursed to the Employeeto the date of termination.               For the purposes of this Agreement, “Cause” means, as determined by the Board (or itsdesignee), with respect to conduct during the Employee’s employment with the Company, whether ornot committed during the Term, (i) commission of a felony by Employee; (ii) acts of dishonesty byEmployee resulting or intending to result in personal gain or enrichment at the expense of theCompany or its subsidiaries; (iii) Employee’s material breach of his obligations under thisAgreement; (iv) conduct by Employee in connection with his duties hereunder that is fraudulent,unlawful or grossly negligent; (v) engaging in personal conduct by Employee (including but notlimited to employee harassment or discrimination, the use or possession at work of any illegalcontrolled substance) which seriously discredits or damages the Company or its subsidiaries; (vi)contravention of specific lawful direction from the person or entity to whom the Employee reportsor continuing inattention to or continuing failure to adequately perform the duties to be performedby Employee under the terms of Section 3.2 of this Agreement or (vii) breach of the Employee’scovenants set forth in Section 6 below before termination of employment; provided, that, theEmployee shall have fifteen (15) days after notice from the Company to cure the deficiency leadingto the Cause determination (except with respect to (i) above), if curable. A termination for“Cause” shall be effective immediately (or on such other date set forth by the Company).               5.2 By the Company Without Cause or due to Disability. If during the Term the Companyterminates Employee’s employment without Cause (which may be done at any time without prior notice)or due to the Employee’s Disability (as defined below), upon execution without revocation of avalid release agreement in a form reasonably acceptable to the Company, the Employee shall beentitled to receive:               (a) the Accrued Benefits;