---

•	a base salary of $490,000 per year;

•

cash incentive compensation opportunity under the Company’s short-term incentive compensation program, with a target payment of 60% of base salary (the “Target Bonus”); payouts under this program range from 0% to 200% of base salary with the incentive compensation opportunity based on financial and non-financial criteria established by the Compensation and Management Development Committee of the Board;

•

eligibility to participate in the Company’s stock-based long-term incentive compensation program providing for annual grants of restricted stock units, stock options and performance share units as described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on January 19, 2018, with the total combined target grant date award value for Ms. Bodem’s position currently being 225% of her base salary;

•

in part to compensate Ms. Bodem for compensation foregone at her prior employer, she will receive a sign-on cash award of $300,000, payable on the first paycheck after she has completed 60 days of employment, and subject to all regular state, federal and local withholding requirements; provided, that if Ms. Bodem voluntarily terminates her employment with the Company within eighteen (18) months of her start date, she will be required to repay the full amount of this sign-on cash award;

•	in order to compensate Ms. Bodem for the value of the outstanding unvested equity awards that she will forfeit upon termination of employment with her prior employer, Ms. Bodem will be granted a one-time sign-on equity award of restricted stock units with an award date value of $735,000; the number of shares of restricted stock units will be

---

•

one-year term of employment, which shall be extended automatically, on the same terms and conditions, for successive one-year periods, unless either party gives written notice to the other of its intention not to renew such employment agreement at least 180 days prior to the end of the relevant term; provided, however, that Ms. Bodem’s employment may be terminated earlier pursuant to the terms of the employment agreement;

•	non-competition/non-solicitation period is twelve (12) months for Ms. Bodem;

•

participation in and receipt of benefits and perquisites, including retirement and health and welfare benefits (such as participation in the supplemental executive retirement plan (the “SERP”)), supplemental long-term disability insurance coverage, a Company-paid Executive physical examination, and reimbursement for a portion of tax preparation and estate and financial planning services) as are available to other senior executives of the Company, subject to the terms of the applicable plan documents and generally applicable Company policies;

•

if Ms. Bodem is terminated by the Company other than for “cause,” including a termination by Ms. Bodem for “good reason” (each as defined in the employment agreement), the Company will be required to pay severance to her in an amount equal to (i) one times the sum of Ms. Bodem’s annual base salary plus her target bonus for the year in which her employment is terminated, with payments continuing over the twelve (12) months after the time of such termination, plus (ii) all other deferred compensation, payments, accrued benefits of employment or fringe benefits to which Ms. Bodem may be entitled pursuant to the express terms of compensation plan arrangements, applicable benefit plans, programs or grants or under the terms of Ms. Bodem’s employment agreement (collectively, “Accrued Benefits”);

•	Ms. Bodem will receive a pro-rated portion of the bonus for the fiscal year in which her employment terminates without cause or for good reason, based on the performance level and the number of days she was employed during such fiscal year;

•	health and similar welfare benefits will continue for twelve (12) months or until Ms. Bodem is eligible to be covered by comparable benefits of a subsequent employer, whichever is earlier, and she will be immediately vested in the SERP;

•	in the case of death or disability, the Company would not be required to make any additional payments other than (i) all Accrued Benefits to which Ms. Bodem or her estate is entitled in accordance with any applicable plans, and (ii) Ms. Bodem would be immediately vested in the SERP;

•

if Ms. Bodem retires, the Company will be required to pay her retirement benefits and all other applicable benefits pursuant to terms of such plans; the Company’s obligation to pay Ms. Bodem’s base salary, annual bonus, and long-term incentives shall cease except to the extent incentives are vested and in accordance with such plans; any outstanding restricted stock units, stock options and performance share units fully vest if Ms. Bodem retires after having reached age fifty-five (55) and completed ten (10) years of employment, so long as the grant was made more than one year prior to retirement; grants made within one year of retirement will vest on a pro-rated basis;

•	payment of specified benefits upon termination of executive’s employment without “cause” or for “good reason” (each as defined in the change in control agreement) in anticipation of or within two (2) years after a Change in Control (as defined in the change in control agreement and described below); the benefits to be provided by the Company upon a Change in Control and such a termination are:

◦	a lump sum payment in cash equal to two (2) times the sum of Ms. Bodem’s annual base salary plus her target bonus;

◦	a lump sum payment in cash equal to the pro-rated portion of the bonus for the fiscal year in which Ms. Bodem’s employment terminates without cause or for good reason, based on the performance level and the number of days she was employed during such fiscal year;

---

◦	continued health and medical insurance for Ms. Bodem and her dependents for twenty-four (24) months, with the right to purchase continued medical insurance (at COBRA rates) from the end of this period until Ms. Bodem reaches retirement age;

◦	for a period of two (2) years following such termination, continuation of the group term life insurance program provided for Ms. Bodem immediately prior to the Change in Control; and

◦	a cash payment for certain perquisites, such as accrued and unpaid vacation;

•	in addition, in the event Ms. Bodem’s employment is terminated within two (2) years after a Change in Control, all outstanding stock options, restricted stock units and performance share units will become fully vested, with the performance share units deemed earned based on achievement of the financial performance measures at target (100%);

•	the change in control agreement does not provide for any excise tax “gross-up” payments; and

•

a “Change in Control” is defined generally as (1) the acquisition of beneficial ownership of 35% or more of the voting power of all the Company voting securities by a person or group; (2) the consummation of certain mergers or consolidations; (3) the failure of a majority of the members of the Board to consist of Current Directors (defined as any director on the date of the change in control agreement and any director whose election was approved by a majority of the then-Current Directors); (4) the consummation of a sale of substantially all of the assets of the Company; or (5) the date of approval by the shareholders of the Company of a plan of complete liquidation of the Company.

---

---