WHEREAS, in connection with entering into the Merger Agreement, the Board has determined thatadditional steps should be taken to reinforce and encourage the continued employment and dedicationof the Executive and to recognize the efforts of the Executive in connection with the consummationof the transactions contemplated by the Merger Agreement, including the granting by theCompensation Committee of the Board to the Executive of a $750,000 discretionary cash bonus.     WHEREAS, the Executive and the Company desire for the Executive to receive the benefits setforth herein upon Closing of the Combinations and upon the termination of the Executive undercertain circumstances.     NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreementsset forth below, the Company and the Executive agree as follows:     1.   Key Definitions.     As used herein, the following terms shall have the following respective meanings:          1.1   “Cause” means:                (a)   the Executive’s willful and continued failure to substantially perform his reasonableassigned duties as an officer of the Company (other than any such failure resulting from incapacitydue to physical or mental illness or any failure after the Executive gives notice of terminationfor Good Reason), which failure is not cured within 30 days after a written demand for substantialperformance is received by the Executive from the Board of Directors of the Company whichspecifically identifies the manner in which the Board of Directors believes the Executive has notsubstantially performed the Executive’s duties; or                (b)   the Executive’s willful engagement in illegal conduct or gross misconduct which ismaterially and demonstrably injurious to the Company.     For purposes of this Section 1.1, no act or failure to act by the Executive shall beconsidered “willful” unless it is done, or omitted to be done, in bad faith and without reasonablebelief that the Executive’s action or omission was in the best interests of the Company.          1.2   “Disability” means the Executive’s absence from the full-time performance of theExecutive’s duties with the Company for 180 consecutive calendar days as a result of incapacity dueto mental or physical illness which is determined to be total and permanent by a physician selectedby the Company or its insurers and acceptable to the Executive or the Executive’s legalrepresentative.          1.3   “Good Reason” means the occurrence, without the Executive’s written consent, ofany of the events or circumstances set forth in clauses (a) through (e) below. Notwithstanding theoccurrence of any such event or circumstance, such occurrence shall not be deemed to constituteGood Reason if, prior to the Date of Termination specified in the Notice of Termination (each asdefined in Section 3.2(a)) given by the Executive in respect thereof, such event or circumstancehas been fully corrected and the Executive has been reasonably compensated for any losses ordamages resulting therefrom (provided that such right of
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correction by the Company shall only apply to the first Notice of Termination for Good Reasongiven by the Executive).                (a)   the assignment to the Executive of duties inconsistent in any material respect with theExecutive’s position, authority or responsibilities in effect immediately prior to the date of theMerger Agreement (the “Measurement Date”), or any other action or omission by the Companywhich results in a material diminution in such position, authority or responsibilities;                (b)   a material reduction in the Executive’s annual base salary as in effect on the MeasurementDate or as the same was or may be increased thereafter from time to time;                (c)   the failure by the Company to (i) continue in effect any material compensation or benefitplan or program (including without limitation any life insurance, medical, health and accident ordisability plan and any vacation or automobile program or policy) (a “Benefit Plan”) inwhich the Executive currently participates or which is applicable to the Executive immediatelyprior to the Measurement Date, unless an equitable arrangement (embodied in an ongoing substituteor alternative plan) has been made with respect to such plan or program or (ii) continue theExecutive’s participation therein (or in such substitute or alternative plan) on a basis notmaterially less favorable, both in terms of the amount of benefits provided and the level of theExecutive’s participation relative to other participants, than the basis existing immediately priorto the Measurement Date;                (d)   a change by the Company in the location at which the Executive performs his principalduties for the Company to a new location that is outside of the New York City metropolitan area;                (e)   any material failure of the Company to pay or provide to the Executive any portion of theExecutive’s compensation or benefits due under any Benefit Plan within seven days of the date suchcompensation or benefits are due, or any material breach by the Company of this Agreement or anyemployment agreement with the Executive.     Notwithstanding the foregoing provisions of this Section 1.3, Good Reason shall not existunless (i) the Executive notifies the Company within 30 days of the date on which a conditiongiving rise to Good Reason first existed, and (ii) the Company fails to resolve the conditionwithin 30 days following receipt of such notice. The Executive’s right to terminate his employmentfor Good Reason shall not be affected by his incapacity due to physical or mental illness. TheExecutive acknowledges and agrees that neither the Board nor any committee of the Boardcontemplates adopting a 2009 Bonus Plan or the payment of any other bonuses in respect of calendaryear 2009 and that such failure to adopt a bonus plan or pay any other bonuses shall not constitute“Good Reason” under this Agreement.          1.4   “Triggering Event” means the first to occur (if at all) of any of the following:                a.   the Executive’s employment with the Company is terminated by the Company (other than forCause, Disability or death) or by the Executive for Good Reason, in
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each case prior to the first to occur of (i) termination of the Merger Agreement at any timeprior to the Effective Time or (ii) the Closing of the Combinations, or                b.   the Closing of the Combinations.          2.   Term of Agreement. This Agreement, and all rights and obligations of the partieshereunder, shall take effect upon the date hereof and shall expire upon the first to occur of (a)the termination of the Merger Agreement at any time prior to the Effective Time, (b) the date 12months after the Closing Date, if the Executive is still employed by the Company as of such laterdate, or (c) the fulfillment by the Company of all of its obligations under Section 4 if theExecutive’s employment with the Company terminates within 12 months following the Closing Date.          3.   Employment Status; Termination.                3.1   Not an Employment Contract. The Executive acknowledges that this Agreement doesnot constitute a contract of employment or impose on the Company any obligation to retain theExecutive as an employee and that this Agreement does not prevent the Executive from terminatingemployment at any time. If the Executive’s employment with the Company terminates for any reason,the Executive shall not be entitled to any payments or benefits hereunder except as otherwiseprovided pursuant to Section 4.                3.2   Termination of Employment.                      (a)   Any termination of the Executive’s employment by the Company or by the Executive (otherthan due to the death of the Executive) shall be communicated by a written notice to the otherparty hereto (the “Notice of Termination”), given in accordance with Section 7. Any Noticeof Termination shall: (i) indicate the specific termination provision (if any) of this Agreementrelied upon by the party giving such notice, (ii) to the extent applicable, set forth in reasonabledetail the facts and circumstances claimed to provide a basis for termination of the Executive’semployment under the provision so indicated and (iii) specify the Date of Termination (as definedbelow). The effective date of an employment termination (the “Date of Termination”) shallbe the close of business on the date specified in the Notice of Termination, in the case of atermination other than one due to the Executive’s death, or the date of the Executive’s death, asthe case may be. In the event the Company fails to satisfy the requirements of this Section 3.2(a)regarding a Notice of Termination, the purported termination of the Executive’s employment pursuantto such Notice of Termination shall not be effective for purposes of this Agreement.                      (b)   The failure by the Executive or the Company to set forth in the Notice of Termination anyfact or circumstance which contributes to a showing of Good Reason or Cause shall not waive anyright of the Executive or the Company, respectively, hereunder or preclude the Executive or theCompany, respectively, from asserting any such fact or circumstance in enforcing the Executive’s orthe Company’s rights hereunder.                      (c)   Any Notice of Termination for Cause given by the Company must be given within 30 days ofthe occurrence of the event(s) or circumstance(s) which constitute(s) Cause. Prior to any Noticeof Termination for Cause being given (and prior to any termination
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for Cause being effective), the Executive shall be entitled to a hearing before the Board atwhich he may, at his election, be represented by counsel and at which he shall have a reasonableopportunity to be heard. Such hearing shall be held on not less than 15 days prior written noticeto the Executive stating the Board’s intention to terminate the Executive for Cause and stating indetail the particular event(s) or circumstance(s) which the Board believes constitutes Cause fortermination.                      (d)   Any Notice of Termination for Good Reason given by the Executive must be given within 30days of the occurrence of the event(s) or circumstance(s) which constitute(s) Good Reason.          4.   Benefits to Executive.                4.1   Bonus Payment. Upon the occurrence of a Triggering Event, then, subject to theExecutive timely delivering an executed release substantially in the form attached hereto asExhibit A (the “Release”) and provided that the Executive does not revoke theRelease, no earlier than eight days after the date of execution of the Release and no later than 35days after the Date of Termination (in the case of clause (a) of the definition of TriggeringEvent) or the Closing Date (in the case of clause (b) of the definition of Triggering Event), butin either case, no earlier than January 2, 2009, the Company shall pay to the Executive a lump sumcash payment equal to $1,250,000.                4.2   2006 Bonus Plan Payment. Upon the occurrence of a Triggering Event prior to theVesting Date (as defined in the 2006 Bonus Plan), then, subject to the Executive timely deliveringan executed Release and provided that the Executive does not revoke the Release, no earlier thaneight days after the date of execution of the Release and no later than 30 days after the Date ofTermination (in the case of clause (a) of the definition of Triggering Event) or the Closing Date(in the case of clause (b) of the definition of Triggering Event), but in either case, no earlierthan January 2, 2009, the Company shall pay to the Executive a cash payment equal to the product of(A) the average daily per share closing price of the Company’s common shares on the New York StockExchange during the 30 trading days preceding the Closing Date, times (B) 3,537 (which representsthe Reference Number of Shares (as defined in the 2006 Bonus Plan)).                4.3   Compensation for Termination Without Cause or for Good Reason. If (i) theExecutive’s employment with the Company is terminated prior to the first to occur of (A)termination of the Merger Agreement at any time prior to the Effective Time or (B) the date that is12 months after the Closing Date and (ii) Executive’s employment with the Company is terminated bythe Company (other than for Cause, Disability or death) or by the Executive for Good Reason, then,in addition to any payments set forth in Sections 4.1 and 4.2, subject to the Executive deliveringan executed Release and provided that the Executive does not revoke the Release the Executive shallbe entitled to the following benefits:                      (a)   for 12 months after the Date of Termination, or such longer period as may be provided bythe terms of the appropriate plan, program, practice or policy, the Company shall continue toprovide benefits (including the Company’s 401(k) matching contribution) to the Executive and theExecutive’s family at least equal to those which would
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have been provided to them if the Executive’s employment had not been terminated, inaccordance with the applicable Benefit Plans in effect on the Measurement Date or, if morefavorable to the Executive and his family, in effect generally at any time thereafter with respectto other peer executives of the Company and its affiliated companies; provided, that (A) if theExecutive becomes reemployed with another employer and is eligible to receive a particular type ofbenefits (e.g., health insurance benefits) from such employer on terms at least as favorable to theExecutive and his family as those being provided by the Company, then the Company shall no longerbe required to provide those particular benefits to the Executive and his family, (B) in the eventcontinuation of such benefits is not permitted under such Benefit Plans or is deemed by the Companyto be too costly, the Company shall pay to Employee the cash equivalent of such benefits, and (C)the aggregate amount of expense incurred by the Company in providing the benefits under thisSection 4.3(a) shall not exceed $75,000;                      (b)   for purposes of determining eligibility (but not the time of commencement of benefits) ofthe Executive for retiree benefits to which the Executive is entitled in accordance with thisSection 4.3(b), the Executive shall be considered to have remained employed by the Company until 12months after the Date of Termination; and                      (c)   within six months following the Date of Termination, the Company shall provideoutplacement services through one or more outside firms of the Executive’s choosing up to anaggregate of $20,000, with such services to extend until the earlier of (i) 12 months following thetermination of Executive’s employment or (ii) the date the Executive secures full time employment.                4.4   Termination of Employment Following Termination of Merger Agreement. In the eventthat the Merger Agreement terminates at any time prior to the Effective Time and the Executive’semployment with the Company is terminated by the Company (other than for Cause, Disability ordeath) or by the Executive for Good Reason prior to the Vesting Date (as defined in the 2006 BonusPlan), subject to the Executive delivering an executed Release and provided that the Executive doesnot revoke the Release, the Executive shall be entitled to the following benefit, payable in a lumpsum no earlier than eight days after the date of execution of the Release and no later than 30 daysafter the Date of Termination: payment of a cash payment equal to the product of (A) the averagedaily per share closing price of the Company’s common shares on the New York Stock Exchange duringthe 30 trading days preceding the Date of Termination, times (B) 3,537 (which represents theReference Number of Shares (as defined in the 2006 Bonus Plan)). Notwithstanding any otherprovision of this Agreement to the contrary, this Section 4.4 will survive the termination of thisAgreement if this Agreement is terminated under clause (a) of Section 2 hereof while the Executiveis still employed by the Company.                4.5   Termination for Death or Disability. Notwithstanding anything herein to thecontrary, if the Executive’s employment with the Company is terminated by reason of the Executive’sdeath or Disability, then the Executive shall not be entitled to any payments or benefits underthis Agreement.                4.6   Resignation without Good Reason; Termination for Cause. Notwithstanding anythingherein to the contrary, if the Company terminates the Executive’s
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employment with the Company for Cause, or if the Executive voluntarily terminates hisemployment with the Company (other than a termination for Good Reason), then the Executive shallnot be entitled to any payments or benefits under this Agreement.                4.7   Gross-up.                      (a)   Anything in this Agreement to the contrary notwithstanding, in the event it shall bedetermined (as hereafter provided) that any payment, benefit or distribution to or for theExecutive’s benefit, whether paid or payable or distributed or distributable pursuant to the termsof this Agreement or otherwise (a “Payment”), would be subject to the excise tax imposed bySection 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or anysuccessor provision thereto), or any interest or penalties with respect to such excise tax (suchtax, together with any such interest and penalties, hereafter collectively referred to as the“Excise Tax”), then the Executive shall be entitled to receive an additional payment orpayments (a “Gross-Up Payment”) in an amount such that, after payment by the Executive ofall taxes (including any interest or penalties imposed with respect to such taxes), including anyExcise Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-UpPayment equal to the Excise Tax imposed upon the Payments. For purposes of determining the amountof the Gross-Up Payment, the Executive shall be deemed to pay federal income taxes at the highestmarginal rates of federal income taxation applicable to individuals in the calendar year in whichthe Gross-Up Payment is to be made and state and local income taxes at the highest marginal ratesof taxation applicable to individuals as are in effect in the state and locality of the Executive’sresidence in the calendar year in which the Gross-Up Payment is to be made, net of the maximumreduction in federal income taxes that can be obtained from deduction of such state and localtaxes, taking into account any limitations applicable to individuals subject to federal income taxat the highest marginal rates.                      (b)   All determinations required to be made under this Section 4.7, including whether an ExciseTax is payable by the Executive, the amount of such Excise Tax, whether a Gross-Up Payment isrequired, and the amount of such Gross-Up Payment, shall be made by mutual agreement between theExecutive and the Company. If the parties are not able to reach an agreement with respect to suchdeterminations, then an independent auditor (the “Firm”) selected by the Executive and theCompany shall make such determinations. The Firm shall be a nationally-recognized United Statespublic accounting firm which has not, during the two years preceding the date of its selection,acted in any way for the Company or any affiliate thereof. Either the Company or the Executive mayrequest that a determination be made. The Firm shall submit its determination and detailedsupporting calculations to the Executive and the Company as promptly as practicable. If the Firmdetermines that any Excise Tax is payable by the Executive and that a Gross-Up Payment is required,the Company shall pay the Executive the required Gross-Up Payment within thirty (30) days ofreceipt of such determination and calculations. If the Firm determines that no Excise Tax ispayable by the Executive, it shall, at the same time it makes such determination, furnish theExecutive with an opinion that the Executive has substantial authority not to report any Excise Taxon the Executive’s federal income tax return. Any determination by the Firm as to the amount ofthe Gross-Up Payment shall be binding upon the Executive and the Company.
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                      (c)   As a result of the uncertainty in the application of Section 4999 of the Code (or anysuccessor provision thereto) at the time of the initial determination by the Firm hereunder, it ispossible that Gross-Up Payments which will not have been made by the Company should have been made(an “Underpayment”). If the Executive thereafter is required to make a payment of anyExcise Tax, the Firm shall determine the amount of the Underpayment (if any) that has occurred andsubmit its determination and detailed supporting calculations to the Executive and the Company aspromptly as possible. Any such Underpayment shall be promptly paid by the Company to theExecutive, or for the Executive’s benefit, within thirty (30) days of receipt of such determinationand calculations.                      (d)   In the event that the Internal Revenue Service makes any claim, gives notice of anypotential claim or institutes a proceeding against the Executive asserting that any Excise Tax oradditional Excise Tax is due in respect of the Payments, the Executive shall promptly give theCompany notice of any such claim, potential claim or proceeding. The Company shall have the rightto conduct all discussions, negotiations, defenses, actions and proceedings, to the extentreasonably requested by the Company. The Executive will not settle any claim or proceedingrelating solely to the Excise Tax payable in respect of the Payments without the consent of theCompany, which consent shall not be unreasonably withheld. The Executive shall file, at theCompany’s expense, all requests for refunds of the Gross-Up Amount, or any portion thereof, paid toany taxing authority as shall be reasonably requested by the Company and shall pay over to theCompany (net of any tax payable thereon) any such refunds, together with any interest thereon, whenand as such refunds and interest are received by the Executive.                4.8   Payments subject to Section 409A.                      (a)   Subject to this Section 4.8, payments or benefits due under Sections 4.1 and 4.2 as aresult of the occurrence of clause (a) in the definition of Triggering Event and under Sections 4.3and 4.4 shall begin only upon the date of a “separation from service” of the Executive (determinedas set forth below) which occurs on or after the termination of the Executive’s employment. Thefollowing rules shall apply with respect to distribution of the payments or benefits, if any, to beprovided to the Executive under Sections 4.1, 4.2, 4.3 and 4.4 as applicable:                            (i)    It is intended that each installment of the payments and benefits due under Sections 4.1,4.2, 4.3 and 4.4 shall be treated as a separate “payment” for purposes of Section 409A of the Codeand the guidance issued thereunder (“Section 409A”). Neither the Company nor the Executiveshall have the right to accelerate or defer the delivery of any such payments or benefits except tothe extent specifically permitted or required by Section 409A.                            (ii)    If, as of the date of the “separation from service” of the Executive from the Company,the Executive is not a “specified employee” (within the meaning of Section 409A), then eachinstallment of the payments and benefits shall be made on the dates and terms set forth in Sections4.1, 4.2, 4.3 and 4.4.
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                            (iii) If, as of the date of the “separation from service” of the Executive from the Company,the Executive is a “specified employee” (within the meaning of Section 409A), then:                                   (1)   Each installment of the payments and benefits due under Sections 4.1, 4.2, 4.3 and 4.4that, in accordance with the dates and terms set forth herein, will in all circumstances,regardless of when the separation from service occurs, be paid within the Short-Term DeferralPeriod (as hereinafter defined) shall be treated as a short-term deferral within the meaning ofTreasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A.For purposes of this Agreement, the “Short-Term Deferral Period” means the period ending on thelater of the 15th day of the third month following the end of the Executive’s tax yearin which the separation from service occurs and the 15th day of the third monthfollowing the end of the Company’s tax year in which the separation from service occurs; and                                   (2)   Each installment of the payments and benefits due under Sections 4.1, 4.2, 4.3 and 4.4that is not described in Section 4.8(a)(iii)(1) and that would, absent this subsection, be paidwithin the six-month period following the “separation from service” of the Executive from theCompany shall not be paid until the date that is six months and one day after such separation fromservice (or, if earlier, the Executive’s death), with any such installments that are required to bedelayed being accumulated during the six-month period and paid in a lump sum on the date that issix months and one day following the Executive’s separation from service and any subsequentinstallments, if any, being paid in accordance with the dates and terms set forth herein;provided, however, that the preceding provisions of this sentence shall not applyto any installment of payments and benefits if and to the maximum extent that that such installmentis deemed to be paid under a separation pay plan that does not provide for a deferral ofcompensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating toseparation pay upon an involuntary separation from service). Any installments that qualify for theexception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the lastday of the Executive’s second taxable year following his taxable year in which the separation fromservice occurs.                      (b)   The determination of whether and when a separation from service of the Executive from theCompany has occurred shall be made and in a manner consistent with, and based on the presumptionsset forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this Section 4.8(b),“Company” shall include all persons with whom the Company would be considered a single employerunder Section 414(b) and 414(c) of the Code.                      (c)   All reimbursements and in-kind benefits provided under the Agreement shall be made orprovided in accordance with the requirements of Section 409A to the extent that such reimbursementsor in-kind benefits are subject to Section 409A.                4.9   Mitigation. The Executive shall not be required to mitigate the amount of anypayment or benefits provided for in this Section 4 by seeking other employment or otherwise.Further, except as provided in Section 4.3(a), the amount of any payment or benefits provided forin this Section 4 shall not be reduced by any compensation earned by the Executive
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as a result of employment by another employer, by retirement benefits, by offset against anyamount claimed to be owed by the Executive to the Company or otherwise.          5.   Settlement of Disputes; Arbitration. All claims by the Executive for benefitsunder this Agreement shall be directed to and determined by the Board and shall be in writing. Anydenial by the Board of a claim for benefits under this Agreement shall be delivered to theExecutive in writing and shall set forth the specific reasons for the denial and the specificprovisions of this Agreement relied upon. The Board shall afford a reasonable opportunity to theExecutive for a review of the decision denying a claim. Any further dispute or controversy arisingunder or in connection with this Agreement shall be settled exclusively by arbitration in New York,New York, in accordance with the rules of the American Arbitration Association then in effect.Judgment may be entered on the arbitrator’s award in any court having jurisdiction.          6.   Successors.                6.1   Successor to Company. The Company shall require any successor (whether direct orindirect, by purchase, merger, consolidation or otherwise) to all or substantially all of thebusiness or assets of the Company expressly to assume and agree to perform this Agreement to thesame extent that the Company would be required to perform it if no such succession had taken place.Failure of the Company to obtain an assumption of this Agreement at or prior to the effectivenessof any succession shall be a breach of this Agreement and shall constitute Good Reason if theExecutive elects to terminate employment, except that for purposes of implementing the foregoing,the date on which any such succession becomes effective shall be deemed the Date of Termination.As used in this Agreement, “Company” shall mean the Company as defined above and any successor toits business or assets as aforesaid which assumes and agrees to perform this Agreement, byoperation of law or otherwise.                6.2   Successor to Executive. This Agreement shall inure to the benefit of and beenforceable by the Executive’s personal or legal representatives, executors, administrators,successors, heirs, distributees, devisees and legatees. If the Executive should die while anyamount would still be payable to the Executive or his family hereunder if the Executive hadcontinued to live, all such amounts, unless otherwise provided herein, shall be paid in accordancewith the terms of this Agreement to the executors, personal representatives or administrators ofthe Executive’s estate.          7.   Notice. All notices, instructions and other communications given hereunder or inconnection herewith shall be in writing. Any such notice, instruction or communication shall besent either (i) by registered or certified mail, return receipt requested, postage prepaid, or (ii)prepaid via a reputable nationwide overnight courier service, in each case addressed to theCompany, at Arlington Tankers Ltd., c/o Arlington Tankers LLC, 191 Post Road West, Westport,Connecticut, 06880 United States and to the Executive at the Executive’s address indicated on thesignature page of this Agreement (or to such other address as either the Company or the Executivemay have furnished to the other in writing in accordance herewith). Any such notice, instructionor communication shall be deemed to have been delivered five business days after it is sent byregistered or certified mail, return receipt requested, postage prepaid, or one business day afterit is sent via a reputable nationwide overnight courier service. Either party may give any notice,instruction or other communication hereunder using any other
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means, but no such notice, instruction or other communication shall be deemed to have beenduly delivered unless and until it actually is received by the party for whom it is intended.          8.   Miscellaneous.                8.1   Employment by Subsidiary. For purposes of this Agreement, the Executive’semployment with the Company shall not be deemed to have terminated solely as a result of theExecutive continuing to be employed by a wholly-owned subsidiary of the Company.                8.2   Severability. The invalidity or unenforceability of any provision of thisAgreement shall not affect the validity or enforceability of any other provision of this Agreement,which shall remain in full force and effect.                8.3   Injunctive Relief. The Company and the Executive agree that any breach of thisAgreement by the Company is likely to cause the Executive substantial and irrevocable damage andtherefore, in the event of any such breach, in addition to such other remedies which may beavailable, the Executive shall have the right to specific performance and injunctive relief.                8.4   Governing Law. The validity, interpretation, construction and performance of thisAgreement shall be governed by the internal laws of the State of New York, United States, withoutregard to conflicts of law principles.                8.5   Waivers. No waiver by the Executive at any time of any breach of, or compliancewith, any provision of this Agreement to be performed by the Company shall be deemed a waiver ofthat or any other provision at any subsequent time.                8.6   Counterparts. This Agreement may be executed in counterparts, each of which shallbe deemed to be an original but both of which together shall constitute one and the sameinstrument.                8.7   Tax Withholding. Any payments provided for hereunder shall be paid net of anyapplicable tax withholding required under federal, state or local law.                8.8   Expenses. Each party hereto shall bear its own costs and expenses (includinglegal fees and expenses) incurred in connection with entering into this Agreement and performingits obligations hereunder.                8.9   Entire Agreement. This Agreement sets forth the entire agreement of the partieshereto in respect of the subject matter contained herein and supersedes all prior agreements,promises, covenants, arrangements, communications, representations or warranties, whether oral orwritten, by any officer, employee or representative of any party hereto in respect of the subjectmatter contained herein, including the Change in Control Agreement and the 2008 Bonus Plan; and anyprior agreement of the parties hereto in respect of the subject matter contained herein is herebyterminated and cancelled. Notwithstanding the foregoing, in the event that this Agreement expiresas a result of the occurrence of clause (a) of Section 2, the Change in Control Agreement and the2008 Bonus Plan shall not be superseded and shall continue in full force and effect in accordancewith its terms.
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                8.10   Amendments. This Agreement may be amended or modified only by a writteninstrument executed by both the Company and the Executive.                8.11   Executive’s Acknowledgements. The Executive acknowledges that he: (a) has readthis Agreement and the Release; (b) has been represented in the preparation, negotiation, andexecution of this Agreement by legal counsel of the Executive’s own choice or has voluntarilydeclined to seek such counsel; (c) understands the terms and consequences of this Agreement; and(d) understands that the law firm of Wilmer Cutler Pickering Hale and Dorr LLP is acting as counselto the Company in connection with the transactions contemplated by this Agreement, and is notacting as counsel for the Executive.                8.12   Section 409A. This Agreement is intended to comply with the provisions ofSection 409A and the Agreement shall, to the extent practicable, be construed in accordancetherewith. The Company makes no representation or warranty and shall have no liability to theExecutive or any other person if any provisions of this Agreement are determined to constitutedeferred compensation subject to Section 409A and do not satisfy an exemption from, or theconditions of, Section 409A.
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and yearfirst set forth above.