g.

The remaining unvested restricted stock units from the equity award granted on September 22, 2010 will accelerate and vest on the Separation Date.

3.

Notwithstanding anything to the contrary contained in this agreement, if a Change in Control (as defined in Section 7(c)(i)-(vi) of the Amended and Restated Severance Agreement, dated as of May 7, 2004, as amended on November 6, 2007 (the “CIC Severance Agreement”), shall occur on or before September 28, 2011the amount of severance payments you shall receive under Section 2a hereof shall be doubled and shall be payable within the 52 week period and in the manner set forth in Section 2a. In the event a Change in Control occurs on or before September 28, 2011, Section 4 of the CIC Severance Agreement shall be applicable with respect to all payments made to you under this Agreement.

4.

All benefits of any kind, other than as expressly provided in this Agreement, will cease as of the Separation Date. Except as otherwise provided in this Agreement, vesting or forfeiture of stock options and/or restricted stock units, if any, will be in accordance with the terms of the applicable plan and award agreements. However all vested stock options will remain exercisable for the full term life of the grant subject to and in accordance with the terms of the applicable plan and award agreements with the exception of the 50,000 stock options granted on March 1, 2002, which will be forfeited in accordance with the terms and condition of the 1987 Stock Option Plan.

5.

You agree not to engage in any conduct, or make any statements or representations that disparage, demean or impugn the Company. You agree that this Agreement shall not be construed as an admission of wrongdoing by the Company and that the Company expressly denies such wrongdoing. The Company agrees not to engage in any conduct or make any statements or representations that disparage, demean or impugn you.

6.

You agree that, after the Separation Date, you remain bound by and will continue to comply with the terms of the Employee Confidentiality Agreement that you signed, according to its terms.

7.

You agree that, unless otherwise required by court order, you have kept and will keep the terms and conditions of this Agreement, including without limitation the amount of consideration paid here under, strictly confidential and you agree not to reveal, publish, communicate, or otherwise disseminate this information to any person or entity not a party hereto. Notwithstanding the foregoing, you may disclose the terms of this Agreement to your spouse and attorney or other professional advisor as necessary for the purposes of obtaining legal, tax or financial advice, or as otherwise required by law, so long as such persons agree to maintain the confidentiality of the information and in any event you shall be responsible for such person’s compliance with the confidentiality provision contained herein. Because disclosure of this confidential information may be extremely detrimental to the interests of Company, and because the parties agree that measuring the actual monetary amount of such damages would be extremely difficult, you agree that you will pay back to the Company any and all sums paid by the Company to you or on your behalf pursuant to this Agreement, should you, your spouse, and/or your legal, tax or financial advisors violate this paragraph, without limitation of any and all other equitable and legal relief to which the Company may be entitled.

8.

In consideration of the benefits you will receive under this Agreement, to which you would not otherwise be entitled, you hereby release and discharge Company, from any and all claims and/or causes of action, known and unknown, which you may have or could claim to have against the Company up to and including the date of signing this Agreement. This general release includes, but is not limited to, all claims arising from or during your employment or as a result of the end of your employment and all claims arising under federal, state or local laws prohibiting employment discrimination and/or harassment based upon age, race, sex, religion, handicap, national origin, sexual orientation, veteran status, or any other protected characteristic, including but not limited to any and all claims arising under Title VII of the Civil Rights Act of 1964 and 1991, the Age Discrimination in Employment Act, the Employee Retirement Income Security Act, the Americans with Disabilities Act, the Rehabilitation Act, the Equal Pay Act, the Family and Medical Leave Act, the Fair Labor Standard Act, the Sarbanes-Oxley Act, the Health Insurance Portability and Accountability Act, the New Jersey Law Against Discrimination, the New Jersey Conscientious Employee Protection Act, the New Jersey Family Leave Act, New Jersey Paid Leave Insurance Act, any applicable state wage and hour laws, and/or any other state, federal, or municipal employment discrimination statutes (including but not limited to claims based on age, sex, attainment of benefit plan rights, race, national origin, religion, handicap, sexual orientation, sexual harassment, marital status, retaliation, and veteran status), and/or any other federal, state, or local statute, law, ordinance, or regulation and/or pursuant to any other theory whatsoever, including but not limited to claims related to breach of implied or express employment contracts, breach of the implied covenant of good faith and fair dealing, defamation, wrongful discharge, constructive discharge, negligence of any kind, intentional infliction of emotional distress, whistle-blowing, estoppel or detrimental reliance, public policy, constitutional or tort claims, violation of the penal statutes and common law claims, or pursuant to any other theory or claim whatsoever, arising out of or related to employment with the Company and/or any other occurrence from the beginning of time to the date of this Agreement, whether presently asserted or otherwise.