representing the premium cost for 36 months of group life and accidental death and dismemberment insurance coverage, and (iii) COBRA continuation coverage at the Company’s expense through June 30, 2009 and $1,350 per month thereafter until December 2010 (but only to the extent Mr. Ernst does not become eligible for health benefits from a subsequent employer). The Ernst Separation Agreement also provides for (i) full vesting for 762,925 outstanding stock options not previously vested, (ii) certain specified outstanding stock options granted previously to Mr. Ernst to remain exercisable through September 30, 2009 or their earlier expiration, (iii) termination of restrictions on 10,000 shares of restricted stock granted previously to Mr. Ernst, (iv) a payout of approximately 16,500 performance shares for the 2006 grant performance period (which ends on June 30, 2009) based on the Company’s performance against performance goals for the 2006 grant performance period, and (v) full vesting of previously unvested Company contributions to Mr. Ernst’s account under the Company’s deferred compensation plan. Mr. Ernst is subject to certain restrictions, including his agreement not to engage in certain competitive activities for 18 months following the termination date and his agreement not to recruit, solicit or hire certain employees of the Company and its subsidiaries. In addition, Mr. Ernst retains the right to receive indemnification under his employment agreement, as well as directors’ and officers’ liability insurance coverage to the same extent coverage is provided to other officers and directors. The Ernst Separation Agreement includes a mutual general release of claims.

(ii) On December 28, 2007, the Company entered into a Separation and Release Agreement with William L. Trubeck (the “Trubeck Separation Agreement”), in connection with Mr. Trubeck’s resignation as Executive Vice President and Chief Financial Officer on November 5, 2007 and his termination of employment of December 31, 2007. Pursuant to the Trubeck Separation Agreement, Mr. Trubeck will receive (i) a lump-sum cash severance payment of $900,000, (ii) a lump sum payment of $600, representing the premium cost for 12 months of group life and accidental death and dismemberment insurance coverage, and (iii) COBRA continuation coverage through December 31, 2008 (subject to Mr. Trubeck’s continued payment of the active employee premium and only to the extent Mr. Trubeck does not become eligible for health benefits from a subsequent employer). The Trubeck Separation Agreement also provides for (i) full vesting for 200,000 outstanding stock options not previously vested, (ii) all outstanding stock options granted previously to Mr. Trubeck remaining exercisable through the earlier of March 31, 2009 or their earlier expiration, (iii) termination of restrictions on 4,667 shares of restricted stock granted previously to Mr. Trubeck, (iv) a payout of approximately 7,500 performance shares for the 2006 grant performance period (which ends on June 30, 2009) based on the Company’s performance against performance goals for the 2006 grant performance period, and (v) full vesting of previously unvested Company contributions to Mr. Trubeck’s account under the Company’s deferred compensation plan. Mr. Trubeck is subject to certain restrictions, including his agreement not to engage in certain competitive activities for 12 months following the termination date and his agreement not to recruit, solicit or hire certain employees of the Company and its subsidiaries. In addition, Mr. Trubeck retains the right to receive indemnification under his employment agreement, as well as directors’ and officers’ liability insurance coverage to the same extent coverage is provided to other officers and directors. The Trubeck Separation Agreement includes a mutual general release of claims.