withholdings) on or before April 3, 2010**.**  b. Beginning the first payroll period following August 3, 2010, the Company shallpay Employee salary continuation at the rate of his present base salary of $393,585until Employee has received gross pay of $165,475 (minus all applicable withholdings).  c. The Company shall take all actions necessary, and Employee shall reasonablycooperate as necessary, such that the following grants of equity to Employee shall befully vested as of the effective date of this General Release: (a) 50,000 Stock Optionswith an option price of $13.37, granted May 19, 2009; (b) 6,588 Stock Options with anoption price of $13.37, granted May 19, 2009; and (c) 5,300 Restricted Stock Units,granted May 19, 2009. Employee shall have until one year following the effective dateof this General Release to exercise the stock options identified in this Paragraph 2.c.  d. The Company at the Company’s sole expense shall continue Employee’s medical andhealth benefits beginning February 3, 2010, through and including the final date of thesalary continuation this Agreement provides for in Paragraph 2.c. hereof.  e. At the Company’s sole expense, the Company shall continue coverage for Employeeunder the Company’s directors and officers insurance policy for any claims arising outof any action Employee took while employed since April 17, 2009, which was within thescope of his employment.  f. The Company’s indemnification obligation to Employee under the Agreementshall remain in full force and effect, notwithstanding Paragraph 3 of this General
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   Release or anything to the contrary herein.  g. This General Release eliminates, nulls, and voids the post-employmentmitigation obligation in Employee’s Agreement as set forth in greater detail inParagraph 9(b)(vii) thereof.  h. The Company shall reimburse Employee for all outstanding business expenses heincurred, consistent with the Company’s policy.  i. The Company shall pay Employee for his earned, but unused vacation time, withinthe time and manner specified by the Company’s policy.3. In consideration for the Employee entering into the Agreement and for the Severance Paymentsand Consideration set forth in Paragraph 2 hereof, which Employee shall receive followingEmployee’s termination of employment and execution of this General Release, Employee on behalfof Employee, Employee’s heirs and assignees, hereby irrevocably and unconditionally releasesand forever discharges, individually and collectively, the Company, its Affiliates, and eachof their respective officers, directors, employees, shareholders, representatives, agents,predecessors, successors, assigns, and all persons acting by, through or in concert with them(hereinafter the “Released Parties”) of and from any and all charges, claims, complaints,demands, liabilities, causes of action, losses, costs and expenses of any kind whatsoever(including any attorneys’ fees and costs) known or unknown, suspected or unsuspected, thatEmployee may now have or has ever had against any of the Released Parties by reason of anyact, omission, transaction, or event occurring up to the date of Employee’s execution of thisGeneral Release. Such release and discharge includes, without limitation, any wrongful,unlawful or constructive termination or discipline claim, any claims relating to any contracts of
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  employment, whether express or implied, any claims related to compensation, including shortterm, long term, or Employee incentive plans, retention plans, equity or stock option plans,401(k) plans, and any other compensation or benefit plans in which Employee participated orwas entitled to participate, but this release shall not include or supersede any rights ofthe Employee under that certain Indemnity Agreement between the Employee and the Companydated April 17, 2009, or the other rights set forth and preserved in Paragraph 2 herein.Such release and discharge further includes, without limitation, any claims for defamation,slander, libel, invasion of privacy, misrepresentation, fraud or breach of any covenant ofgood faith and fair dealing, infliction of emotional distress, or any other claims relatedto Employee’s employment with the Company or its Affiliate and the termination thereof. Suchrelease and discharge further applies to, but is not limited to, any claims based on TitleVII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination inEmployment Act of 1967, the Older Workers’ Benefit Protection Act, the Americans withDisabilities Act of 1990, the Employee Retirement Income Security Act of 1974, EmployeeOrder 11246, the U.S. Constitution, the New Jersey Law Against Discrimination, the NewJersey Conscientious Employee Protection Act, the New Jersey Family Leave Act, and any otherapplicable federal, state or local laws, ordinances and regulations to the fullest extentpermitted by law. Employee has not filed any complaints, claims or actions against any ofthe Released Parties with any federal, state or local court or agency or any arbitration ormediation entity. Employee further agrees not to bring, continue or maintain any claim orlegal or arbitration proceeding against any of the Released Partiesbefore any court, agency, arbitration or mediation entity or in any other forum by reason
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  of any of the matters hereby released and discharged. If any court, agency or arbitration ormediation entity assumes jurisdiction of any complaint or claim against any of the ReleasedParties, Employee shall direct the withdrawal or dismissal of the case or claim withprejudice. However, this General Release shall not be construed to prohibit Employee fromfiling a charge or complaint with the Equal Employment Opportunity Commission or state orlocal human rights agency charged with enforcing workplace discrimination laws, except thatEmployee agrees to waive any right to monetary recovery should any federal, state or localadministrative agency pursue any claims on Employee’s behalf arising out of or relating toEmployee’s employment with and/or separation from employment with the Company. 4. Employee understands and agrees that Employee is waiving all actions, claims, and grievances,whether actual or potential, known or unknown, against the Released Parties recited inParagraph 3 hereof or otherwise arising from Employee’s employment with the Company or itsAffiliates, the termination thereof or any other conduct occurring on or prior to the date ofEmployee’s execution of this General Release. All such claims are forever barred by thisGeneral Release whether they arise in contract, tort or upon a statute, law, regulation, ororder. Employee hereby waives Employee’s rights under any law that limits a general release toclaims that are known to exist at the date of this General Release. The final release of allclaims by Employee against the Released Parties constitutes a material part of theconsideration flowing from Employee under the Agreement, and the Released Parties as well astheir officers, directors, employees, shareholders, representatives, agents, predecessors, successors, assigns, and all persons
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  acting by, through or in concert with them are the intended beneficiaries of thisconsideration. It is expressly understood and agreed by the parties that this GeneralRelease is in full accord, satisfaction and discharge of any and all doubtful and disputedclaims by Employee against any of the Released Parties and that this General Release hasbeen signed with the express intent of extinguishing all obligations as herein described.Provided, however, that notwithstanding anything herein to the contrary, Employee is notreleasing or waiving any right to the Severance Payments and Consideration under theAgreement. 5. Except as disclosed in the Company’s 8K filing, Employee agrees that Employee will keep theterms of this General Release completely confidential and that, except as provided herein,Employee will not hereafter disclose or publish any information concerning this GeneralRelease, the Severance Payments and Consideration, or any of the matters related thereto.Employee represents that Employee has not discussed and shall not discuss or publish any itemsrelated to this General Release, the Severance Payments and Consideration, or any of thematters related thereto to any person, group of persons, agency, body, commission, hearing ornews or other media, including the Internet. Employee may make such disclosures to Employee’simmediate family, financial consultants, and Employee’s attorneys. Employee may also makesuch disclosures as are finally compelled by law, provided Employee gives the Company promptnotice of such legal process in order for the Company to have the opportunity to object to thedisclosure of such information.
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6. Employee agrees reasonably to cooperate with the Company in connection with any dispute,claim, litigation or investigation by any person or entity against or involving the Company,any Affiliate, or any of their officers, employees, agents or representatives. As part of thisagreement reasonably to cooperate, Employee agrees to speak and/or meet with the Companyand/or its representatives or counsel at and for reasonable times upon reasonable notice,without the need for any legal proceeding or compulsory process. Employee also agrees to makeEmployee available at and for reasonable times upon reasonable notice for such things asinterviews, depositions and trials. The Company agrees, to the extent permitted by legal andethical obligations, to reimburse Employee for reasonable expenses incurred with respect tosuch cooperation, and for Employee’s time incurred in such cooperation during any period forwhich Employee is not receiving the Severance Payments and Consideration in Paragraphs 2.a. to2.c. herein. 7. Employee covenants and agrees that Employee will not make any statement, written or oral, indisparagement of the Company or any Affiliate, or any of their officers, shareholders,directors, employees, agents or associates (including, but not limited to, negative referencesto each or any of their products, services or corporate policies), to the general publicand/or to the employees, potential employees, customers, potential customers, suppliers,potential suppliers, business partners, and/or potential business partners of the Company orany Affiliate. The Company, and its Affiliates, officers, directors, trustees,representatives, and employees agree not to disparage, slander, defame, or otherwise injureEmployee’s reputation.
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8. Employee understands and agrees that Employee: a. Has carefully read and fully understands all of the provisions of this GeneralRelease;  b. Knowingly and voluntarily agrees to all of the terms set forth in this GeneralRelease;  c. Knowingly and voluntarily intends to be legally bound by the same;  d. Has been advised to consult with an attorney of Employee’s choice prior toexecuting this General Release;  e. Waives any and all rights and claims arising under the Age Discrimination inEmployment Act, the Older Workers’ Benefit Protection Act, and any and all otherfederal, state, and local laws and regulations;  f. Has been offered 45 days from Employee’s receipt of this General Release toconsider its terms and acknowledges that, if Employee has signed this general Releaseprior to the expiration of the 45-day consideration period, it is because Employeefreely chose to do so;  g. Has a full 7 days following the execution of this General Release to revoke this
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   General Release, by providing written notice to Stuart Boyd, and has been andhereby is advised that this General Release shall not become effective until thisrevocation period has expired;  h. Is not waiving rights or claims under the Age Discrimination in Employment Actthat may arise after the date Employee executes this General Release; and  i. Has, prior to or simultaneously with the execution of this General Release,resigned as an officer and/or director of the Company and any of its Affiliates.9. In the event of a breach by Employee of Employee’s obligations under the Agreement, theCompany shall have the right to cease the Severance Payments as a partial remedy for suchbreach. The cessation of such payments shall not act as a rescission of this General Release,and shall not affect the validity of the general release of claims by Employee, or any otherobligation Employee may owe under the Agreement. 10. This General Release results from negotiations and compromises and shall not be deemed orconstrued at any time or for any purpose as an admission of liability by the Released Parties. 11. This General Release shall be governed by the laws of the State of New Jersey (without givingeffect to its conflict of laws principles) and shall inure to the benefit of theCompany and its successors and assigns. To the extent that either party is permitted to
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  file any action in court that involves any aspect of this General Release, the parties agree thatsuch action must be brought in either federal court in the State of New Jersey, or in theSuperior Court of New Jersey, Middlesex County, and the parties irrevocably consent tojurisdiction and venue in such courts. 12. In the event any provision of this General Release is determined by a court of competentjurisdiction to be unenforceable for any reason, the remaining provisions hereof shall remainin full force and effect and the unenforceable provisions shall be interpreted and rewrittento give effect to the Parties’ intentions. 13. No modifications of this General Release can be made except in writing signed by Employee andthe Company’s authorized representative. 14. This General Release shall be interpreted in accordance with the plain meaning of its termsand not strictly for or against either of the parties hereto. 15. EMPLOYEE ACKNOWLEDGES AND AGREES THAT EMPLOYEE HAS BEEN ADVISED THAT THIS GENERAL RELEASE ISA BINDING LEGAL DOCUMENT. EMPLOYEE FURTHER AGREES THAT EMPLOYEE HAS HAD ADEQUATE TIME AND AREASONABLE OPPORTUNITY TO REVIEW THE PROVISIONS OF THIS GENERAL RELEASE, HAS BEEN ADVISED TOSEEK LEGAL ADVICE REGARDING ALL OF ITS ASPECTS AND THAT IN EXECUTING THIS GENERALRELEASE EMPLOYEE HAS ACTED VOLUNTARILY AND HAS NOT RELIED
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  UPON ANY REPRESENTATION MADE BY ANY OF THE RELEASED PARTIES REGARDING THIS GENERAL RELEASE’S SUBJECT MATTER AND EFFECT.EMPLOYEE HAS READ AND FULLY UNDERSTANDS THIS GENERAL RELEASE AND VOLUNTARILY AGREES TO ITSTERMS.AGREED, UNDERSTOOD, AND INTENDING TO BE LEGALLY BOUND:EMPLOYEE:            Dated:     John A. Burchett       ON BEHALF OF THE BOARD OF THE COMPANY:         By:   Dated:             Title:                 
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**REVOCATION  — PLEASE READ CAREFULLY.**I, John A. Burchett, hereby revoke the foregoing acceptance of this agreement. I understand thatto be effective, this revocation must be delivered to the Company no later than 5:00 p.m. on theseventh day after the date on which I delivered the signed acceptance of this Agreement to theCompany.Employee         Date:     John A. Burchett                Name Printed:      
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