Executive shall perform such duties, consistent with his status as Chief Executive Officer, as hemay be assigned from time to time by Employer’s Board of Directors (the “Board”). Executive shallhave such authority, discretion, power and responsibility, and shall be entitled to an office,secretarial and administrative assistance (at least one secretary and/or administrative assistantof his selection) and other facilities and conditions of employment, as are customary orappropriate to his position. Without limitation of the generality of the foregoing, but subject toany applicable legal requirements, Executive, within the general guidelines adopted from time totime by the Board, shall have the power, without further approval of the Board, to hire, fire andestablish the terms of employment (including all compensation and bonus arrangements) of allemployees of, and consultants and other advisers to, the Company (other than the Chairman of theBoard). Executive shall also serve without additional compensation as a director of the Employerand, if he should so desire, as a director of any subsidiaries of the Company. At the request ofthe Board, Executive shall also serve without additional compensation as a director of anysubsidiaries of the Employer. Executive agrees to resign any and all such directorshipsconcurrently with the expiration or other termination of his employment hereunder. Notwithstandinganything to the contrary contained herein, in the event Employer shall acquire another company orenterprise (or the business or operations thereof) (an “acquisition”), “Company” shall mean thesubsidiary or division of Employer responsible for the operations of the entity “Jos. A. BankClothiers” as it exists immediately prior to an acquisition (such subsidiary or division beinghereinafter referred to as “Clothiers”) and all corporations, associations, companies,partnerships, firms and other enterprises controlled by Clothiers. Following an acquisition, theentity which will own or control Clothiers is herein referred to as “Holding” and the “Board”referred to herein shall be the Board of Directors of Holding. In the event of an acquisition,Executive shall remain Chief Executive Officer of Clothiers and shall report to the chief executiveofficer of Holding. Executive shall not, unless otherwise determined by the chief executive officerof Holding, become the chief executive officer of, or have any responsibilities with respect to,the acquired entity.3.2 Location of Executive Offices. The Company will maintain its principal executiveoffices at a location in the Baltimore, Maryland metropolitan area.4. Compensation and Related Matters4.1 Base Salary. Employer shall pay to Executive during the Employment Period anannual base salary (the “Base Salary”) in accordance with this Section 4.1. Prior to the date onwhich base salary increases, if any, go into effect generally for other employees of the Company,the Base Salary in Fiscal 2010 shall be $750,000. In the event base salary increases go into effectgenerally for other employees of the Company in Fiscal 2010, the Base Salary on and after the dateof such increases shall be $775,000. Beginning in Fiscal 2011, the Compensation Committee of theBoard (the “Compensation Committee”) shall increase the Base Salary at least once each fiscal yearon the date on which general salary increases within the Company, if any, for such year take effect(the “Annual Increase Date”). The annual increase shall be in an amount not less than thepercentage increase in the consumer price index over the most recently reported 12-month period.In the event the Compensation Committee fails to so increase the Base Salary in any such fiscalyear by the Annual Increase Date, the Base Salary shall automatically be increased on such date byan amount equal to the percentage increase in the consumer price index over the most recentlyreported 12-month period. Notwithstanding anything to the contrary contained herein, in the eventthe Company does not grant base salary increases generally for other employees of the Company inany particular fiscal year, Executive shall not be entitled to a Base Salary increase for thatfiscal year. The Base Salary shall be payable in installments in accordance with the Company’spolicy on payment of executives in effect from time to time. All references in this Agreement to“fiscal year” or to a particular “Fiscal Year” shall be references to the fiscal year of theCompany.
 
2

 
4.2 Annual Bonus. For Fiscal 2010 and for each fiscal year thereafter that beginsduring the Employment Period (each such fiscal year, a “Bonus Year”), Executive shall be entitledto receive a bonus of up to 400% of the Base Salary (each, a “Bonus”) based upon attainment ofannual quantitative and qualitative performance goals for the Company. In the event of anacquisition, the Bonus performance goals shall be determined with respect to the operations ofClothiers only. If earned, the Bonus may be payable in cash or a combination of cash and equity,provided that not less than 150% of Base Salary shall be payable as a cash Bonus to the extentearned. The Bonus, or portion thereof, payable in cash (the “Cash Bonus”) and the portion of theBonus payable in equity, if any, (the “Equity Bonus”) shall be determined by the CompensationCommittee not later than 90 days following the beginning of each Bonus Year. The earned EquityBonus, if any, equal to the first 100% of Base Salary shall vest on the later to occur of (a) thefirst anniversary of the equity grant date or (b) the date on which the Compensation Committeeshall determine the degree to which the performance goals have been met. One-half of any additionalearned Equity Bonus shall vest on each of the second and third anniversaries of the grant date.The performance goals shall be established by the Compensation Committee in consultation withExecutive as soon as possible following the beginning of each Bonus Year, but in no event laterthan 90 days following the beginning of each Bonus Year. It is the intention of the parties heretothat the Bonus shall meet the criteria for “performance-based compensation” within the meaning ofSection 409A of the Internal Revenue Code of 1986, as amended (“Code”). The relationship betweenthe size of each Bonus and degree of attainment of performance objectives shall be discretionarywith the Compensation Committee. The Bonus earned for any Bonus Year shall be payable promptlyfollowing the determination thereof after the end of the Bonus Year, but in no event later than twoand one-half (21/2) months following the end of each Bonus Year. Notwithstanding anything to thecontrary contained herein or in the Employer’s Bonus Plan, in the event (y) the Employment Periodshall end for any reason whatsoever on a day prior to payment to Executive of a Bonus for the lastfull Bonus Year contained within the Employment Period, and (z) Executive would have been entitledto receive a Bonus for such last full Bonus Year had the Employment Period not ended — thenEmployer shall pay to Executive the Cash Bonus for such last full Bonus Year as and when such CashBonus would have been paid had the Employment Period not ended.4.3 Car Allowance. Employer shall pay to Executive throughout the Employment Period acar allowance equal to $1,600 per month, which shall be in lieu of any expense reimbursementrelated to a car purchased or leased, repairs, insurance, or gas, oil or mileage charges.
 
3

 
4.4 Other Benefits. Throughout the Employment Period, subject to, and to the extentExecutive is eligible under their respective terms, Executive shall be entitled to receive suchfringe benefits as are, or are from time to time hereafter, generally provided by Employer toEmployer’s senior management employees (other than those provided under or pursuant to separatelynegotiated individual employment agreements or arrangements) under any pension or retirement plan,disability plan or insurance, group life insurance, medical and dental insurance, travel accidentinsurance, stock option, phantom stock or other similar plan or program of employer. Executive’sBase Salary shall (where applicable) constitute the compensation on the basis of which the amountof Executive’s benefits under any such plan or program shall be fixed and determined. If, duringthe Employment Period, any plan or program in which Executive participates shall be amended so asto result in overall reduction of Executive’s benefits, or shall be terminated without beingreplaced by a new plan or program providing for benefits equivalent overall to those provided forExecutive prior thereto, the Company shall make arrangements, in addition to any such amended orterminated plan or program, for Executive to participate in a plan or program so as to providebenefits to Executive at least equivalent overall to those provided to Executive prior to suchamendment or termination, such benefits to be provided through a plan or program of insurance ifcommercially available.4.5 Expense Reimbursement. Employer shall reimburse Executive for all businessexpenses, including car rental expense while traveling on Employer business, reasonably incurred byhim in the performance of his duties under this Agreement and consistent with past practice uponhis presentation, not less frequently than monthly, of signed, itemized accounts of suchexpenditures, all in accordance with Employer’s procedures and policies as adopted and in effectfrom time to time and applicable to its senior management employees.4.6 Vacations. Executive shall be entitled to 20 business days of vacation during eachcalendar year, which shall accrue in accordance with the Company’s vacation policy in effect fromtime to time for its senior executive officers, with reasonable carry-over allowances, whichvacations shall be taken at such time or times as shall not unreasonably interfere with Executive’sperformance of his duties under this Agreement. Upon termination of Executive’s employment pursuantto Section 5 herein, for any reason whatsoever, Employer shall pay Executive, in addition to anytermination compensation provided for under Section 6 herein, an amount equivalent to Executive’sper diem compensation at the then-current Base Salary rate multiplied by the number of unusedvacation days, including any carry-over, accrued by Executive as of the date of termination.5. Termination of Employment Period5.1 Termination without Cause. Employer or Executive may, by delivery of not less than60 days’ notice to the other at any time during the Employment Period, terminate the EmploymentPeriod without cause.
 
4

 
5.2 By Employer for Cause. Employer may, at any time during the Employment Period bynotice to Executive in accordance with and only after full compliance with the procedure set forthherein terminate the Employment Period “for cause” effective immediately. For the purposes hereof,“for cause” means:(i) the conviction of Executive in a court of competent jurisdiction ofa crime constituting a felony in such jurisdiction involving money orother property of Employer or any of its affiliates or any other felonyor offense involving moral turpitude; or(ii) the willful (a) commission of an act not approved of orratified by the Board involving a material conflict of interest orself-dealing relating to any material aspect of the Company’s businessor affairs; or (b) commission of an act of fraud or misrepresentation(including the omission of material facts), provided that such actsrelate to the business of the Company and would materially andnegatively impact upon the Company; or (c) material failure ofExecutive to obey directions of the Board that are consistent withExecutive’s status as Chief Executive Officer; however, for thepurposes of this subsection 5.2 (ii), the refusal of Executive tocomply with an order or directive of anyone other than the majority ofthe Board, or the refusal of Executive to perform an actwhich is contrary to his duties, responsibilities and/orauthority as Chief Executive Officer or is unlawful shallnot constitute “for cause”. In the event of an act oromission as provided for in this subsection 5.2 (ii),Employer shall provide Executive with a written notice of intentto terminate the Employment Period “for cause”, setting forth,with reasonable particularity, the reasons and acts oromissions constituting “cause” under this subsection, andshall provide Executive with at least thirty (30)calendar days after such notice to cure or eliminate theproblem or violation giving rise to such cause or anylonger period as reasonably needed by Executive, providedthat it is susceptible of cure or elimination andExecutive is proceeding diligently and in good faith to curesuch violation. In the event and only after the Executive failsto cure the problem or violation within the period providedfor herein, Employer may exercise its rights to terminatethe Employment Period in accordance with the procedureset forth below.Termination “for cause” shall be effected only if (A) Employer has delivered to Executive of awritten notice of termination “for cause”, setting forth, with reasonable particularity, thereasons for such “for cause” termination, (B) Employer has provided Executive with, on at least ten(10) business days’ prior written notice, in the case of a termination pursuant to subsection5.2(ii), the opportunity, together with Executive’s counsel, to be heard before Employer’s Board,said hearing to occur at such reasonable time and place that is mutually convenient to Executive,his counsel, and Employer, and (C) the Board (after such notice and opportunity to be heard hasbeen provided to Executive in the case of a termination pursuant to subsection 5.2(ii)) adopts aresolution concurred in by not less than majority of all of the directors of Employer then inoffice, including at least two-thirds of all of the directors who are not officers of Employer,that Executive was guilty of conduct constituting “for cause” hereunder, which conduct has not beencured (if applicable), and specifying the particulars thereof in detail.
 
5

 
5.3 By Executive for Good Reason. Executive may, at any time during the EmploymentPeriod by notice to Employer, terminate the Employment Period under this Agreement for “goodreason” effective immediately. For the purposes hereof, “good reason” means any material breach byEmployer of any provision of this Agreement which, if susceptible of being cured, is not curedwithin 30 days of delivery of notice thereof to Employer by Executive; it being agreed, however,that the cure period applicable to any failure timely to pay (or any reduction in) compensation orbenefits paid or payable to Executive pursuant to the provisions of Section 4 hereof shall belimited to seven days after delivery of notice thereof to Employer. Without limitation of thegenerality of the foregoing, each of the following shall be deemed to be a material breach of thisAgreement by Employer: (x) any failure timely to pay (or any reduction in) compensation (includingbenefits) paid or payable to Executive pursuant to the provisions of Section 4 hereof; (y) anyreduction in the duties, responsibilities or perquisites of Executive as provided in Section 3.1hereof and (z) any transfer of the Company’s principal executive offices outside the geographicarea described in Section 3.2 hereof or requirement that Executive principally perform his dutiesin other than such office. The parties acknowledge and agree that as of the date hereof, no eventhas occurred giving Executive “good reason” to terminate the Employment Period. The parties furtheracknowledge that a material breach owing to the failure to timely pay compensation or benefits toExecutive was never intended to include an administrative or ministerial lapse by Employerresulting in an inadvertent delay of such payment and that the foregoing seven day cure period willserve to permit the Employer to correct such a lapse.5.4 By Executive for a Change of Control. Executive may terminate the EmploymentPeriod under this Agreement as a result of a “change of control” of Clothiers (at any time prior toan acquisition) or Holding (at anytime following an acquisition) (the “Entity”) immediately uponnotice to Employer given not more than ninety (90) days following the date upon which Executivebecomes aware of such change in control.For purposes of this Agreement, a “change of control” shall, as more fully set forth in theOriginal Employment Agreement, generally be deemed to have occurred in the event (a) any person isor becomes the beneficial owner of a majority of the outstanding securities of the Entity; (b) anyperson is or becomes the beneficial owner of 30% or more of the outstanding securities of theEntity combined with a change in a majority of the members of the Board; or (c) of a merger,consolidation or liquidation of the Entity or a sale of all or substantially all of such theEntity’s assets.
 
6

 
5.5 Disability. During the Employment Period, if, as a result of physical or mentalincapacity or infirmity (including alcoholism or drug addiction), Executive shall be unable toperform his material duties under this Agreement for (i) a continuous period of at least 180 days,or (ii) periods aggregating at least 270 days during any period of 12 consecutive months (each a“Disability Period”), and at the end of the Disability Period there is no reasonable probabilitythat Executive can promptly resume his material duties hereunder pursuant hereto, Executive shallbe deemed disabled (the “Disability”) and Employer, by notice to Executive, shall have the right toterminate the Employment Period for Disability at, as of or after the end of the Disability Period.The existence of the Disability shall be determined by a reputable, licensed physician mutuallyselected by Employer and Executive, whose determination shall be final and binding on the parties;provided, that if Employer and Executive cannot agree upon such physician, such physician shall bedesignated by the then acting President of the Baltimore City Medical Society, and if for anyreason such President shall fail or refuse to designate such physician, such physician shall, atthe request of either party, be designated by the American Arbitration Association. Executive shallcooperate in all reasonable respects to enable an examination to be made by such physician.5.6 Death. The Employment Period shall end on the date of Executive’s death.6. Termination Compensation; Non-Compete6.1 Termination Without Cause, for Good Reason or Change of Control. If theEmployment Period is terminated by Employer pursuant to the provisions of Section 5.1 or byExecutive pursuant to the provisions of Sections 5.3 or 5.4 hereof, Employer will pay toExecutive, (a) on the last day of the Employment Period a lump sum of $1,550,000, plus (b) ifapplicable, the earned Cash Bonus for the last full Bonus Year contained in the Employment Periodpursuant to Section 4.2. Employer shall have no obligation to continue any other benefits providedfor in Section 4 past the date of termination.6.2 Certain Other Terminations. If the Employment Period is terminated (a) by Employerpursuant to the provisions of Section 5.2 at any time prior to, or more than 90 days after, achange of control of the Company, (b) by Executive pursuant to Section 5.1, (c) as a result of aDisability pursuant to the provisions of Section 5.5, or (d) as a result of the death of Executivepursuant to the provisions of Section 5.6., Employer shall pay to Executive, (x) within 60 daysafter the date of termination, a lump sum equal to any unpaid annual Base Salary through the dateof termination, (y) in the case of termination for Disability or by death pursuant to theprovisions of Section 5.5 or 5.6, when due pursuant to the provisions of Section 4.2 the earnedCash Bonus for the Bonus Year in which the date of termination occurred (assuming any personalgoals not related to Company-wide performance were met) multiplied by a fraction, the numerator ofwhich shall be the number of days of the Employment Period within the Bonus Year and thedenominator of which shall be 365 and (z) if applicable, the earned Cash Bonus for the last fullBonus Year contained in the Employment Period pursuant to Section 4.2. Employer shall have noobligation to continue any other benefits provided for in Section 4 past the date of termination.
 
7

 
6.3 Expiration with Severance.6.3.1 If (a) Employer fails to offer to Executive at least a one year renewal or extension ofthe Employment Period on its then current terms by no later than August 1 of the last year of theEmployment Period and (b) the Employment Period shall thereafter expire on its then statedexpiration date ((a) and (b) collectively, a “Term Expiration”), Employer will pay to Executive,(y) on the date of termination, a lump sum of $775,000 and (z) if applicable, the earned CashBonus for the Bonus Year ending on the stated expiration date of the Employment Periodpursuant to and at the time otherwise payable under Section 4.2. Employer shall have no obligationto continue any other benefits provided in Section 4 past the date of termination.6.3.2 Pursuant to the Jos. A. Bank Clothiers, Inc. 2010 Equity Incentive Plan (the“Equity Incentive Plan”), Employer has granted to Executive, and may in the future grant toExecutive, the opportunity to earn certain performance-based Restricted Stock Units (“RSUs”),including, without limitation, the grant made pursuant to that certain CEO Performance RestrictedStock Unit Award Agreement, dated June 17, 2010 (the “June 2010 Agreement”). Notwithstandinganything to the contrary contained in the Equity Incentive Plan or in any award agreement providingfor the grant and vesting of performance-based RSUs to Executive pursuant thereto (including, butnot limited to the June 2010 Agreement) (each, an “Award Agreement”), for purposes of each AwardAgreement, if the Executive is then willing and able to continue his employment with the Company onthe then current terms and/or execute a new agreement providing terms and conditions substantiallysimilar to those in this Employment Agreement and continue providing such services at the time ofthe Term Expiration, such Term Expiration shall be deemed a termination of this EmploymentAgreement (and Executive’s employment) by Employer without cause and (a) if the Term Expirationoccurs on the last day of the Performance Period or after the end of the Performance Period but, ineither case, prior to the Certification Date, upon certification by the Compensation Committee orthe Board of Directors of the Earned Award on the Certification Date, Executive will be creditedwith such Earned Award and shall be deemed to have fully vested in such Earned Award on the FirstVesting Date and (b) if the Term Expiration occurs on or after the Certification Date, Executivewill be deemed to have fully vested in such Earned Award, and all vesting restrictions will lapseupon the termination of this Agreement.The timing of any RSU payments hereunder shall be subject to the provisions of the June 2010Agreement, including, without limitation, Sections 3 and 13 thereof, and any provisions in futureAward Agreements addressing the timing of payments and matters under Section 409A of the InternalRevenue Code, as applicable. Capitalized terms used in this Section 6.3.2 but not defined in thisAgreement will have those definitions attributed to them in the Award Agreement(s). This Section6.3.2 shall be deemed an amendment of the June 2010 Agreement.6.4 No Other Termination Compensation. Executive shall not, except as set forth inthis Section 6 and in Section 4.6, be entitled to any compensation following termination of theEmployment Period, except as may be otherwise provided in any equity award (e.g. stock options orrestricted stock units) granted by Employer to Executive.
 
8

 
6.5 Mitigation. Executive shall not be required to mitigate the amount of any paymentsor benefits provided for hereunder upon termination of the Employment Period by seeking employmentwith any other person, or otherwise, nor shall the amount of any such payments or benefits bereduced by any compensation, benefit or other amount earned by, accrued for or paid to Executive asthe result of Executive’s employment by or consultancy or other association with any other person.6.6 Non-compete. For the purposes of this Agreement, “not compete” (or words ofsimilar effect) shall mean that Executive shall not, directly or indirectly (a) engage in anyactivities that are in competition with the Company in any geographic area within 50 miles of thelocation of any Company store (owned or franchised) as of the date of termination of Executive (b)engage in any catalog business that focuses on the sale of men’s clothing, (c) solicit any customerof the Company or (d) solicit any person who is then employed by the Company or was employed by theCompany within one year of such solicitation to (i) terminate his or her employment with theCompany, (ii) accept employment with anyone other than the Company, or (iii) in any mannerinterfere with the business of the Company. If the Employment Period is terminated (x) by Executivepursuant to the provisions of Section 5.4 hereof; (y) by Employer pursuant to the provisions ofSection 5.1 hereof; or (z) by Executive pursuant to the provisions of Section 5.3 hereof, Executiveshall not compete with the Company for a period of two years from the date of termination. If theEmployment Period is terminated by the Employer pursuant to the provisions of Section 5.2,Executive shall not compete with the Company for a period of six months from the date oftermination. If the Employment Period expires and Executive is entitled to severance pursuant toSection 6.3, Executive shall not compete with the Company for a period of one year from the date ofexpiration. Executive acknowledges and agrees that in the event of any violation or threatenedviolation by Executive by his obligations under this section, Employer shall be entitled toinjunctive relief without any necessity to post bond. Executive acknowledges and agrees that theCompany’s catalog business is competitive with retail store businesses offering similar productlines.6.7 Section 409A. It is the intent of this Agreement to comply with the requirementsof Section 409A of the Code, and any ambiguities herein will be interpreted and this agreement willbe administered to so comply.(i) Termination Payments. If any compensation to be paid toExecutive under Section 6 is “nonqualified deferred compensation”subject to Code Section 409A, such compensation shall be paid noearlier than the date of Executive’s “separation from service” from theCompany within the meaning of Code Section 409A(a)(2)(A)(i). If theExecutive is a “specified employee” within the meaning of Code Section409A(a)(2)(B)(i) at the time of the Executive’s termination ofemployment, any nonqualified deferred compensation subject to Section409A that would otherwise have been payable as a result of, and withinthe first six (6) months following, the Executive’s “separation fromservice”, and not by reason of another event under Section409A(a)(2)(A), will become payable six (6) months and one (1) dayfollowing the date of the Executive’s separation from service or, ifearlier, the date of Executive’s death.
 
9

 
(ii) Reimbursements. Consistent with the requirements ofSection 409A of the Code, to the extent that any reimbursement orin-kind benefit provided to Executive under Sections 4.5 and 8.2 istaxable, unless stated otherwise: (i) reimbursements and in-kindbenefits will be provided only during the employee’s employment withthe Employer; (ii) the expenses eligible for reimbursement or thein-kind benefits provided in any given calendar year will not affectthe expenses eligible for reimbursement or the in-kind benefitsprovided in any other calendar year; (iii) the reimbursement of aneligible expense must be made no later than the last day of calendaryear following the calendar year in which the expense was incurred; and(iv) the right to reimbursements or in-kind benefits cannot beliquidated or exchanged for any other benefit.7. IndemnificationThe Company shall indemnify and hold Executive harmless from and against any expenses(including attorneys’ fees of the attorneys selected by Executive to represent him, which shall beadvanced as incurred), judgments, fines and amounts paid in settlement incurred by him by reason ofhis being made a party or threatened to be made a party to any threatened, pending or completedaction, suit or proceeding, whether civil, criminal administrative or investigative, by reason ofany act or omission to act by Executive during or before the Employment Period or otherwise byreason of the fact that he is or was a director or officer of Employer of any subsidiary oraffiliate included as a part of the Company, to the fullest extent and in the manner set forth andpermitted by the General Corporation Law of the State of Delaware and any other applicable law asfrom time to time in effect. The provisions of this Section 7 shall survive any termination of theEmployment Period or any deemed termination of this Agreement.
 
10

 
8. Miscellaneous8.1 Notices. All notices required or permitted to be given hereunder shall be inwriting and shall be (a) sent by certified mail-return receipt requested, postage prepaid, (b)personally delivered (via overnight delivery or otherwise), or (c) transmitted by facsimile.Notices shall be deemed delivered as follows: (a) three days after deposit with the United StatesPostal Service by certified mail; (b) one business day after deposit with a nationally-recognizedovernight delivery service; (c) on the date of delivery when sent by local, commercial deliveryservice; or (d) on the date of transmission if sent by facsimile during the hours of 9:00 a.m. to5:00 p.m. on a business day, or on the next following business day if sent by facsimile other thanduring such time. Notwithstanding anything to the contrary contained herein, notices shall bedeemed to have been given when received or refused by the party to which or whom it was sent ordelivered and any writing actually received by the party to which or whom it is addressed(regardless of the means of delivery) shall be sufficient notice hereunder. Notices shall beaddressed as follows, provided that either party may, at any time, in the manner set forth forgiving notices to the other, establish a different address to which notices to it or him shall besent:   If to Employer: Jos. A. Bank Clothiers, Inc.  500 Hanover Pike  Hampstead, Maryland 21704  Attn: Chief Financial Officer   With copy to: Jos. A. Bank Clothiers, Inc.  500 Hanover Pike  Hampstead, Maryland 21704  Attn: General Counsel   If to Executive: Mr. R. Neal Black  2 Calvary Court  Lutherville, Maryland 210938.2 Legal Fees. The Company shall pay the reasonable legal fees and expenses incurredby Executive in connection with preparation, negotiation, executive and delivery of this Agreement(not to exceed $5,000), as well as such fees and expenses incurred in connection with any amendmentor modification hereof or enforcement of Executive’s rights hereunder.8.3 Taxes. Employer is authorized to withhold (from any compensation or benefitspayable hereunder to Executive) such amounts for income tax, social security unemploymentcompensation and other taxes as shall be necessary or appropriate in the reasonable judgment ofEmployer to comply with applicable laws and regulations.8.4 Governing Law. This Agreement shall be governed by and construed and enforced inaccordance with the laws of the State of Maryland, without regard to any conflicts of lawjurisprudence. Executive hereby consents to the jurisdiction of the state courts of the State ofMaryland and the United States District Court for District of Maryland over all claims arisingunder this Agreement.8.5 Arbitration. Any dispute or controversy arising under or in connection with thisAgreement shall be settled exclusively by arbitration in Baltimore, Maryland in accordance with therules of the American Arbitration Association then in effect. Judgment may be entered on thearbitration award in any court having jurisdiction; PROVIDED, HOWEVER, that Executive shall beentitled to seek specific performance of his right to be paid until expiration of the EmploymentPeriod during the pendency of any arbitration.8.6 Headings. All descriptive headings in this Agreement are inserted for convenienceonly and shall be disregarded in construing or applying any provision of this Agreement.
 
11

 
8.7 Counterparts. This Agreement may be executed by facsimile and/or in counterparts,each of which shall be deemed to be an original, but all of which together shall constitute one andthe same instrument.8.8 Severability. If any provision of this Agreement, or any part thereof, is held tobe unenforceable, the remainder of such provision and this Agreement, as the case may be, shallnevertheless remain in full force and effect.8.9 Entire Agreement and Representations. This Agreement contains the entire agreementand understanding between Employer and Executive with respect to the subject matter hereof. Norepresentations or warranties of any kind or nature relating to the Company or its severalbusinesses, or relating to the Company’s assets, liabilities, operations, future plans or prospectshave been made by or on behalf of Employer to Executive. This Agreement supersedes any prioragreement between the parties relating to the subject matter hereof.8.10 Successors and Assigns. This Agreement shall be binding upon and inure to thebenefit of each of the parties hereto and their respective successors, heirs (in the case ofExecutive) and assigns.8.11 Termination of Prior Employment Agreements. Effective upon the commencement ofthe Employment Period, Employer and Executive hereby terminate that certain Employment Agreement,dated as of December 21, 1999, as amended, pursuant to which Executive was employed by Employer.This Agreement amends and restates in its entirety the Original Employment Agreement, which, exceptas otherwise set forth in Section 5.4, shall hereafter have no further force or effect.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first abovewritten.     EMPLOYER: