·	base salary through the date of death, permanent disability, or termination, to the extent not already paid;

·	unpaid bonus earned in any fiscal year ended prior to his date of termination, permanent disability, or death;

·	accrued but unused vacation, and

·	reimbursable business expenses.

·	accrued base salary through the date of termination;

·	his actual earned bonus for any period not already paid;

·	accrued but unused vacation;

·	reimbursable business expenses;

·

an amount, payable in 24 equal monthly installments, equal to the sum of two years’ base salary plus two years’ MIP bonus before any elective deferrals (based on his average MIP bonus for the five fiscal years preceding his date of termination) and an amount equal to 24 times the monthly cost to Mr. Accardi for continued COBRA coverage, whether or not such coverage is elected;

·	if the termination had occurred prior to the end of a year as to which the Company determined that Mr. Accardi would have earned a MIP bonus but for the termination, a pro rata share of the cash portion of the MIP bonus he would have earned (excluding deferred or matching amounts);

·

if Mr. Accardi terminated before age 60, benefits under the SERP as if he were age 60 at the time of termination. This deemed age 60 provision would not have increased Mr. Accardi's accrued benefit under the SERP, but it would have increased Mr. Accardi's vested percentage in his accrued benefit. For example, if Mr. Accardi’s employment terminated before the end of the Company's 2007 fiscal year, his vesting in his accrued benefit would have increased from 75% to 85%; and

·	a lump sum payment equal to 100% of his unvested and vested benefits under the EDCP, including deferrals, company matches and deemed investment earnings thereon.

·	a $500,000 payment to be made within ten (10) days of execution of an additional separation agreement and release of all claims following his retirement date;

·	one year of additional Management Incentive Plan service under the Company’s SERP, as more particularly discussed below;

·	one year of additional Management Incentive Plan service credit under the Company’s Non-qualified Executive Deferred Compensation Plan, as more particularly discussed below;

·	treatment under Company policy as retiring in good standing for purposes of employee benefit plans;

·	from July 1, 2007 through December 31, 2007, his continued base salary and all other benefits then in effect;

·	reimbursement of actual legal fees incurred related to the preparation and review of the Transition and Early Retirement Agreement, up to a maximum of $12,000; and

·

an agreement by the Company to hold Mr. Accardi harmless and not pursue any Company claims against him that arose prior to the effective date of the Transition and Early Retirement Agreement out of events known to the Company’s CEO and General Counsel on the Transition and Early Retirement Agreement’s effective date.