exhibit10-1.htm

                                                                                      Exhibit
    10.1


    EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT (this “Agreement”) is made as of June 1, 2007, by
      and between Burlington Coat Factory Warehouse Corporation, a Delaware
      corporation (the “Company”), and Jack E. Moore, Jr.
      (“Executive”).

     

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

     

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

     

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

     

    1.  Definitions.  In
      this Agreement:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Expiration
      Date” means the third anniversary of the Commencement Date; provided,
      that if a written notice is not given by the Company at least ninety (90) days
      prior to such anniversary (or any subsequent

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    anniversary
      if this Agreement is extended) stating that such party is electing not to extend
      the Employment Period, then the Expiration Date will automatically be extended
      to the next anniversary of the date hereof.

     

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

     

    “Good
      Reason” means the occurrence of any of the following events without the
      written consent of Executive: (i) a material diminution of Executive’s duties or
      the assignment to Executive of duties that are inconsistent in any substantial
      respect with the position, authority or responsibilities associated with
      Executive’s position as set forth pursuant to Section 2(b), other than any such authorities,
      duties
      or responsibilities assigned at any time which are by their nature, or which
      are
      identified at the time of assignment, as being temporary or short-term; (ii)
      the
      Company’s requiring Executive to be based at a location which is fifty (50) or
      more miles from Executive’s principal office location on the Commencement Date;
      or (iii) a material breach by the Company of its obligations pursuant to this
      Agreement (including, without limitation, its obligations pursuant to Section
3) (which such breach goes uncured
      after
      notice and a reasonable opportunity to cure).

     

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

     

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

     

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

     

    2.  Employment,
      Position and Duties.

     

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

     

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

     

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

     

    3.  Compensation
      and Benefits.

     

    (a)  During
      the Employment Period, Executive’s base salary shall be a minimum of Five
      Hundred Thousand Dollars ($500,000) per annum (as increased or decreased in
      accordance with this Agreement from time to time, the “Base Salary”),
      which salary shall be payable by the Company in regular

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b)  installments
      in accordance with the Company’s general payroll practices (in effect from time
      to time).  Executive’s Base Salary will be subject to annual review
      and increase or decrease (but not below the Base Salary in effect on the date
      of
      this Agreement) by the Board during the Employment Period.

     

    (c)  Executive
      shall be entitled to participate in the Company’s Senior Management Bonus Plan
      approved by the Board or a committee thereof, as in effect from time to
      time.  Notwithstanding the preceding, provided Executive remains
      continuously in the employment of the Corporation, on the first anniversary
      of
      the Commencement Date, Executive will be entitled to receive a bonus equal
      to
      not be less than Two Hundred Fifty Thousand Dollars
      ($250,000.00).  Such bonus shall be in lieu of participation in the
      Senior Management Bonus Plan for the first year of employment and will be
      payable to Executive at the same time bonus awards are payable to other members
      of Senior Management pursuant to the Company’s fiscal 2008 Senior Management
      Bonus Plan.  Thereafter, Executive will participate in the Senior
      Management Bonus Plan to the same extent as other members of senior management
      of the Corporation.

     

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

     

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

     

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

     

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

     

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

     

    (i)  For
      the
      period from the Commencement Date to the earlier of (x) eighteen months after
      the Commencement Date and (y) the time Executive sells his current residence
      in
      Franklin Lakes, New Jersey (the “Current Home”) and relocates to a residence
      within reasonable commuting distance from the Company’s principal offices in
      Burlington, New Jersey (the “New Home”), the Company will pay Executive
      a

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (j)  reasonable
      housing allowance in an amount to be agreed between the Company and
      Executive.  In addition, upon presentation by Executive to the Company
      of such written documentation as the Company may reasonably request, the Company
      will pay, or reimburse Executive for, the reasonable costs incurred by Executive
      in relocating his personal residence from the Current Home to the New Home,
      including: (A) the costs of moving his personal and household items (inclusive
      of temporary storage for a period not to exceed eighteen months); (B) real
      estate brokerage commissions incurred in selling the Current Home (not to exceed
      four percent of the selling price of the Current Home); (C) the costs of
      temporary housing for Executive’s family to the extent they cannot immediately
      be housed in the New Home (but not for more than four weeks from the date they
      vacate the Current Home); (D) one-half of the amount (but not more than Three
      Hundred Sixty Thousand Dollars ($360,000.00)) by which the selling price of
      the
      Current Home is less than and the purchase price thereof and (E) other
      reasonable closing costs (such as attorneys fees) and relocation expenses
      approved by the Company’s Chief Executive Officer.  Notwithstanding
      anything herein to the contrary, in the event Executive’s employment with the
      Company is terminated either voluntarily by Executive or for Cause by the
      Company within eighteen (18) months after Executive has sold the Current Home,
      Executive shall immediately repay to the Company all amounts paid on Executive’s
      behalf by the Company or reimbursed to Executive by the Company pursuant to
      this
Section 3(h).  In addition, the Company shall reimburse
      Executive for any applicable federal and state income taxes paid by Executive
      resulting from the inclusion in his taxable income of any of the amounts paid,
      or reimbursed to him, by the Company under this Section
      3(h).  Such reimbursement shall be paid at the same time that
      Executive files his federal and state income tax returns for the year in which
      reimbursed amounts are included in Executive’s taxable income and will be based
      on Executive’s effective income tax rates for such year, as certified to the
      Company by Executive’s certified public accountant or attorney.  The
      obligation of the Company to provide reimbursement for Executive’s federal tax
      liability will be adjusted to take into account the federal tax benefit, if
      any,
      of state income taxes applicable to the inclusion in taxable income of the
      amount of such amounts paid or reimbursed, regardless of the year in which
      such
      federal tax benefit is realized by Executive.  Notwithstanding the
      foregoing, the Company’s obligation for reimbursement of applicable federal and
      state income taxes shall not extend to any taxes imposed on the tax
      reimbursement provided pursuant to the foregoing.

     

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

     

    4.  Termination
      and Payment Terms.

     

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

     

    (b)  If
      the
      Employment Period is terminated prior to the Expiration Date:

     

    (i)  (A)
      by
      resolution of the Board (other than for Cause) or by Executive resigning for
      Good Reason or (B) if the Employment Period expires on the Expiration Date,
      Executive shall be entitled to receive (1) all previously earned and accrued
      but
      unpaid Base Salary and vacation and unpaid business expenses up to the date
      of
      such termination or the Expiration Date, as applicable, (2) any bonus (if any)
      earned by Executive for the fiscal year prior to the Termination Year or the
      Expiration Year, as applicable, but then unpaid, (3) the pro rata portion of
      Executive’s target bonus during the Termination Year or the Expiration Year, as
      applicable, to the extent targets thereunder are achieved for such year, after
      such termination or expiration, pro rated based on the number of days of the
      Termination Year or the Expiration Year, as applicable, prior to the date of
      termination or the Expiration Date, as applicable, which payment shall be made
      when the bonus payments for such Termination Year or the Expiration Year, as
      applicable, are otherwise due; (4) severance pay in the full amount of Base
      Salary at the time of termination or expiration from the date of termination
      or
      the Expiration Date, as applicable, through the period ending on the first
      anniversary of the date of termination or the Expiration Date, as applicable;
      (5) full continuation of Executive’s hospital, health, disability, medical and
      life insurance benefits during the one year

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (ii)  severance
      period (to the extent any of those benefits cannot be provided by Company during
      the one year severance period, the Company will provide Executive with a sum
      of
      money calculated to permit Executive to obtain the same benefits individually,
      grossed up for tax purposes so that Executive remains whole) and (6) upon
      expiration of the one year period during which payments or benefits are made
      or
      provided, as the case may be, under the preceding sub-clause (5) of this
Section 4(d) of this Agreement, Executive shall be entitled to purchase
      continuation of health benefits under the Consolidated Omnibus Budget
      Reconciliation Act (“COBRA”) to the extent then legally permissible and upon the
      same terms and conditions as made available to other former employees of the
      Company.

     

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

     

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

     

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

     

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

     

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

     

    5.  Confidential
      Information.

     

    (a)  Executive
      acknowledges and agrees that the information, observations and data (including
      trade secrets) obtained by Executive while employed by the Company and its
      Subsidiaries concerning the business or affairs of the Company and its
      Subsidiaries are the confidential information (“Confidential
      Information”), and the property, of the Company and/or its
      Subsidiaries.  Without limiting the foregoing, the term “Confidential
      Information” shall be interpreted as broadly as possible to include all
      observations, data and other information of any sort that are (i) related to
      any
      past, current or potential business of the Company or any of its Subsidiaries
      or
      any of their respective predecessors, and any other business related to any
      of
      the foregoing, and (ii) not generally known to and available for use by those
      within the line of business or industry of the Company or by the public (except
      to the extent such information has become generally known to and available
      for
      use by the public as a direct or indirect result of Executive’s acts or
      omissions) including all (A) Work Product (as defined below); (B) information
      concerning development, acquisition or investment opportunities in or reasonably
      related to the business

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b)  or
      industry of the Company or any of its Subsidiaries of which Executive is aware
      or becomes aware during the term of his employment; (C) information identifying
      or otherwise concerning any current, former or prospective suppliers,
      distributors, contractors, agents or customers of the Company or any of its
      Subsidiaries; (D) development, transition, integration and transformation plans,
      methodologies, processes and methods of doing business; (E) strategic,
      marketing, promotional and financial information (including all financial
      statements), business and expansion plans, including plans and information
      regarding planned, projected and/or potential sales, pricing, discount and
      cost
      information; (F) information identifying or otherwise concerning employees,
      independent contractors and consultants; (G) information on new and existing
      programs and services, prices, terms, and related information; (H) the terms
      of
      this Agreement; (I) all information marked, or otherwise designated, as
      confidential by the Company or any of its Subsidiaries or which Executive should
      reasonably know is confidential or proprietary information of the Company or
      any
      of its Subsidiaries; (J) all information or materials similar or related to
      any
      of the foregoing, in whatever form or medium, whether now existing or arising
      hereafter (and regardless of whether merely stored in the mind of Executive
      or
      employees or consultants of the Company or any of its Subsidiaries, or embodied
      in a tangible form or medium); and (K) all tangible embodiments of any of the
      foregoing.

     

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

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    7.  Non-Compete,
      Non-Solicitation.

     

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

     

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

     

    8.  Enforcement.

     

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

     

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

     

    (c)  Whenever
      possible, each provision of this Agreement shall be interpreted in such manner
      as to be effective and valid under applicable law, but if any provision of
      this
      Agreement is held to be

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

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

     

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

     

    To
      Executive:

     

    Jack
      E.
      Moore

    860
      Pueblo Drive

    Franklin
      Lakes, New Jersey 07417

    Facsimile
      No.:                                (___)
      ___-_____

     

    with
      a
      copy (which shall not constitute notice) to:

     

    [_______________]

    [_______________]

    [_______________]

    Facsimile
      No.:                                (___)
      ___-_____

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    To
      the
      Company:

     

    Burlington
      Coat Factory Warehouse Corporation

     

    1830
      Route 130

     

    Burlington,
      New Jersey 08016

     

    Attention:
      General Counsel

     

    Facsimile
      No.:  (609) 239-9675

     

    with
      copies (which shall not constitute notice) to:

     

    Bain
      Capital Partners, LLC

     

    111
      Huntington Avenue

     

    Boston,
      Massachusetts 02199

     

    Attention:
      Jordan Hitch

     

    Facsimile
      No.: (617) 516-2010

     

    Kirkland
      & Ellis LLP

     

    153
      East
      53rd Street

     

    New
      York,
      NY 10022

     

    Attention:                      Josh
      Korff, Esq.

     

    Facsimile
      No.:  (212) 446-6460

     

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

     

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

     

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

     

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

     

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

     

    16.  Consent
      to Jurisdiction.  EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE
      EXCLUSIVE JURISDICTION OF THE STATE OR FEDERAL COURTS LOCATED IN THE CITY AND
      STATE OF NEW YORK IN THE BOROUGH OF MANHATTAN FOR THE PURPOSES OF ANY SUIT,
      ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT
      OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.  EACH OF THE
      PARTIES HERETO FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE
      OR
      DOCUMENT BY U.S.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

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

     

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

     

    22.  Initial
      Option Grant and Purchase of Equity   Executive shall be entitled
      to an option grant of 40,000 Units of the securities of Burlington Coat Factory
      Holdings, Inc. (“Holdings”), each Unit consisting of nine shares of Class A
      Common Stock and one share of Class L Common Stock of Holdings, as such
      securities may be constituted at the time of grant or modified by Holdings
      from
      time to time.  Such grant shall be in three tranches.  The
      first tranche shall consist of 13,333 Units and be exercisable at the fair
      market value of the underlying securities on the date of the grant as determined
      by the Board of Directors of the Company (or its Compensation Committee); the
      second tranche shall consist of 13,333 Units and shall be exercisable at $180
      per Unit; and the third tranche shall consist of 13,334 Units and shall be
      exercisable at $270 per Unit.  Such grant shall also be subject to the
      terms and conditions of the plan under which such options may be granted and
      the
      terms and conditions of the grant award.  In addition, for a period of
      sixty days commencing with the Commencement Date, Executive shall have the
      opportunity to purchase equity in Holdings in an amount to be mutually agreed
      at
      the fair market value thereof as determined by the board of directors of
      Holdings.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    BURLINGTON
      COAT FACTORY WAREHOUSE CORPORATION

    


    


    By:           _/s/
      Mark Nesci_________________

    Name:

    Title:

    


    


        _/s/
      Jack
      E. Moore, Jr.___________________

    
      	
               

            	
              EXECUTIVE:
                Jack E. Moore, Jr.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Exhibit
      A

     

    GENERAL
      RELEASE

     

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

     

    
      	
              1.  

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

            


    

     

    
      	
              2.  

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

            


    

     

    
      	
              3.  

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

            


    

     

    
      	
              4.  

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

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              5.  

            	
              In
                signing this General Release, I acknowledge and intend that it shall
                be
                effective as a bar to each and every one of the Claims hereinabove
                mentioned or implied. I expressly consent that this General Release
                shall
                be given full force and effect according to each and all of its express
                terms and provisions, including those
                relating

            


    

     

    
      	
              6.  

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

            


    

     

    
      	
              7.  

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

            


    

     

    
      	
              8.  

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

            


    

     

    
      	
              9.  

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

            


    

     

    
      	
              10.  

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

            


    

     

    
      	
              11.  

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

            


    

     

    
      	
              12.  

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

            


    

     

    
      	
              13.  

            	
              Whenever
                possible, each provision of this General Release shall be interpreted
                in
                such manner as to be effective and valid under applicable law, but
                if any
                provision of this General Release is held to be invalid, illegal
                or
                unenforceable in any respect under any applicable law or rule in
                any
                jurisdiction, such invalidity, illegality or unenforceability shall
                not
                affect any other provision or any other jurisdiction, but this General
                Release shall be

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     reformed,
      construed and enforced in such jurisdiction as if such invalid, illegal or
      unenforceable provision had never been contained herein.

     

    
      	
              14.  

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

            


    

     

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

     

    I
      HAVE
      READ IT CAREFULLY;

     

    
      	
              (i)  

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

            


    

     

    
      	
              (ii)  

            	
              I
                VOLUNTARILY CONSENT TO EVERYTHING IN
                IT;

            


    

     

    
      	
              (iii)  

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

            


    

     

    
      	
              (iv)  

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

            


    

     

    
      	
              (v)  

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

            


    

     

    
      	
              (vi)  

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

            


    

     

    
      	
              (vii)  

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

            


    

     

    
      	
              (viii)  

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

            


    

     

    


     

    DATE:  _____________                                                                           ____________________________________