EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of

this ___ day of ___________, 20__ (the “Effective Date”), by and between _________, a
Delaware corporation (the “Company”), and _______________ (the “Executive”).

WHEREAS, the Company desires to employ Executive as an executive of the Company,

upon the terms and conditions hereinafter set forth; and

WHEREAS, Executive is willing to enter into this Agreement with respect to his
employment and services upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and obligations contained

herein, the Company hereby employs Executive, and Executive hereby accepts such
employment, upon the terms and conditions hereinafter set forth:

1. Term of Employment. The term of employment under this Agreement shall commence
on the Effective Date and, unless sooner terminated pursuant to the provisions of this
Agreement, shall extend through the third (3rd) anniversary of this Agreement (the
“Initial Term”). The Company and Executive may elect to extend the term of this
Agreement for such additional periods and on such terms and conditions as they mutually
determine. The period during which Executive is employed by the Company pursuant to
the terms of this Agreement is hereinafter referred to as the “Term of Employment”.

2. Duties of Executive.

(a) Capacity. Executive shall be employed as a _______________ of the Company

and shall perform such responsibilities and duties as are usual and commensurate
with the position of a ____________ of a business unit or division of a company.
In addition, Executive shall perform such other responsibilities and duties as may
be reasonably assigned to him hereafter from time to time by the Company or its
designees, consistent with his historical responsibilities and duties and his
position with the Target. Executive acknowledges and agrees that any change in
his position or title with the Company shall not cause this Agreement to terminate
and shall not effect any change in his obligations under this Agreement.

(b) Performance. Executive shall be employed on a full-time basis and shall devote
all of his business time and attention to the business and affairs of the Company.
Executive shall use his reasonable best efforts to perform his duties and
responsibilities in a diligent, businesslike and efficient manner. Executive shall
also use his reasonable best efforts to render his services in a manner consistent in
all material respects with any policies or procedures established by the Company
from time to time and made known to Executive. Notwithstanding the foregoing,
Executive shall be permitted to engage in charitable and civic activities and

EAST\44398026.4
 manage his personal business and financial investments; provided, that such
activities (individually or collectively) do not materially interfere with the
performance of his duties or responsibilities under this Agreement.

(c) Exclusivity. Executive agrees that during the Term of Employment he will devote
his reasonable best efforts to the performance of his duties and the advancement
of the Company and shall not engage in any other employment, profitable
activities, or other pursuits which would cause him to utilize or disclose MBXG’s
or the Company’s confidential information or trade secrets or detract in any
material way from his ability to devote his reasonable best efforts to the
Company.

3. Compensation. As compensation for the services to be rendered and the other obligations
undertaken by Executive under this Agreement, the Company shall pay Executive the
compensation set forth in this Section 3:

(a) Salary. During the Term of Employment, the Company shall pay Executive a base
salary at a rate equal to $____________ per annum (“Base Salary”). The Base
Salary shall be subject to all appropriate federal and state withholding taxes and
shall be payable in accordance with the normal payroll procedures of the
Company in effect from time to time for salaried employees.

(b) Bonus. In addition to the Base Salary and the benefits described in this
Agreement, commencing upon the expiration of the Initial Term, Executive shall
be eligible to receive a discretionary annual cash bonus during the Term of
Employment, which annual bonus shall be determined by MBXG in its sole
discretion.

(c) Compensation Programs and Benefits. Executive shall be entitled to receive the
fringe benefits, perquisites, services, and participation in compensation programs
and equity incentive programs, including, but not limited to, stock option plans
(collectively, “Compensation Programs”), as may be determined in the sole
discretion of the Company management and to the extent that Executive meets
any and all eligibility provisions required under such Compensation Programs.

4. Qualified Employee Benefits. Executive and his eligible dependents shall be eligible to
participate in the welfare benefit plans, health care plans, retirement plans, practices,
policies and programs, if any, that the Company may, in its sole discretion, provide from
time to time and that are made available generally to other similarly situated employees
of the Company (collectively, “Benefit Programs”); provided, that Executive and his
eligible dependents meet any and all eligibility provisions required under such Benefit
Programs.

5. Expenses. The Company agrees to pay or to reimburse Executive for all reasonable,
ordinary, necessary and documented business or entertainment expenses incurred by
Executive during the Term of Employment in the performance of his services hereunder

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 in accordance with the expense reimbursement policies of the Company as from time to
time in effect. Executive, as a condition precedent to obtaining such payment or
reimbursement, shall provide to the Company any and all statements, bills or receipts
evidencing the travel or out-of-pocket expenses for which Executive seeks payment or
reimbursement, and any other information or materials, as the Company may from time
to time reasonably require.

6. Termination of Employment.

(a) Death or Permanent Disability. Executive’s employment by the Company shall

terminate upon the death or permanent disability (as hereinafter defined) of
Executive. For the purpose of this Agreement, “permanent disability” of
Executive shall mean any illness, injury, accident or condition of either a
physical, mental or psychological nature such that Executive is unable to perform
substantially all of his duties and responsibilities hereunder in the manner and to
the extent required for one hundred and eighty (180) days, whether or not
continuous, during any period of three hundred and sixty-five (365) consecutive
calendar days, with or without reasonable accommodation.

(b) Cause. The Company shall have the right to terminate Executive’s employment
with the Company for Cause (as hereinafter defined) at any time. For the purpose
of this Agreement, “Cause” shall mean any of the following events, actions or
inactions by Executive:

(i) Executive’s conviction of (or plea of nolo contendere to) any felony or to
any other crime involving fraud, theft or moral turpitude;

(ii) Executive’s fraud, theft, embezzlement, or other material dishonesty

involving the Company or any material breach of a fiduciary duty owed by
Executive to the Company ;

(iii) Executive’s gross negligence or willful misconduct in the performance of

his employment duties;

(iv) Executive’s intentional conduct that reflects so seriously on his or the

Company’s public reputation as to materially and adversely prejudice the
interests of the Company or any of its affiliates if he were to continue to
be retained as one of its employees; or

(v) Executive’s breach of any material provision of this Agreement, which

breach is not cured by Executive within ten (10) days following prior
written notice to Executive specifying the nature of such breach.

(c) Without Cause. The Company shall have the right to terminate Executive’s
employment with the Company for any other reason not specified in this
Section 6 upon thirty (30) days prior written notice to Executive, and such

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 termination shall constitute a termination without Cause for purposes of this
Agreement; provided, that for the avoidance of doubt, the Company’s election not
to extend the Term of Employment beyond the Initial Term or any renewal term
shall not constitute termination without Cause under this Section 6(c).

(d) For Good Reason. Executive may terminate employment for Good Reason (as
hereinafter defined) upon thirty (30) days prior written notice to the Company,
providing details of the reason for such termination, if the Company fails to cure
the event or circumstance constituting Good Reason within ten (10) business days
after receiving such notice. “Good Reason” shall mean the occurrence of any of
the following without the written consent of Executive:

(i) the assignment to Executive of duties inconsistent with this Agreement; or

(ii) any material breach of this Agreement by the Company.

Executive’s right to terminate employment hereunder for Good Reason shall not
be affected by Executive’s incapacity due to permanent disability.

(e) Other Termination. Executive shall have the right to terminate his employment
with the Company at any time upon thirty (30) days prior written notice. Upon
such notice of termination, the Company retains the right to require Executive to
cease his employment immediately; provided, however, in such event, the
Company shall remain obligated to pay Executive his Base Salary during such 30-
day notice period. During such 30-day notice period, Executive shall provide such
consulting services to the Company as the Company may reasonably request and
shall assist the Company in training his successor and generally preparing for an
orderly transition.

7. Compensation Upon Termination.

(a) General. Upon the termination of Executive’s employment under this Agreement,
Executive shall be entitled to the following:

(i) the unpaid Base Salary earned by him before the effective date of
termination, prorated on the basis of the number of full days of service
rendered by Executive during the year to the effective date of termination;

(ii) any earned or accrued but unpaid amounts pursuant to any Compensation
Programs in which Executive participated as an employee of the Company
in the manner and in accordance with the terms of such Compensation
Programs;

(iii) any unreimbursed business expenses outstanding as of the effective date of

termination;

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 (iv) all benefits, if any, that had accrued to Executive prior to the date of
termination under the Benefit Programs maintained by the Company in
which Executive participated as an employee of the Company in the
manner and in accordance with the terms of such plans and programs; and

(v) such rights granted to Executive by the Consolidated Omnibus Budget

Reconciliation Act, as amended (“COBRA”).

The sum of the amounts described in clauses (i) through (iv) will be hereinafter
referred to as the “Accrued Obligations.” The Accrued Obligations will be paid to
Executive or his estate or beneficiary, as applicable, in a lump sum, in cash, on
the date of termination.

(b) Termination Upon Death or Permanent Disability. If Executive’s employment

hereunder terminates because of the death or permanent disability of Executive,
then Executive (or his estate) shall be entitled to receive the Accrued Obligations.
Upon payment of such Accrued Obligations, the Company shall have no further
obligations under this Agreement.

(c) Termination by the Company for Cause. If Executive’s employment hereunder is

terminated by the Company for Cause at any time, then Executive shall be entitled
to receive the Accrued Obligations, excluding for this purpose, any amounts
payable under any Compensation Programs. Upon payment of such Accrued
Obligations, the Company shall have no further obligations under this Agreement.

(d) Termination by the Company without Cause or by Executive for Good Reason. If
Executive’s employment hereunder is terminated by the Company without Cause
or by the Executive for Good Reason at any time, then Executive shall be entitled
to receive from the Company:

(i) the Accrued Obligations; plus

(ii) the Base Salary for a period of three (3) months following the termination
of employment (the “Severance Period”).

The Base Salary payable under Section 7(d)(ii), if any, shall be paid when it
otherwise would have been payable to Executive during the Severance Period.
Upon payment of the Accrued Obligations and Base Salary through the Severance
Period, the Company shall have no further obligations under this Agreement.

(e) Termination by Executive with Notice. If Executive’s employment hereunder is

terminated by Executive, then Executive shall be entitled to receive the Accrued
Obligations plus the Base Salary during the applicable thirty (30) day notice
period. Upon payment of such Accrued Obligations and Base Salary, the
Company shall have no further obligations under this Agreement.

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 (f) Release. All payments made pursuant to Section 7(d)(ii) above shall be subject to
and conditioned upon the delivery by Executive, or Executive’s estate, as
applicable, to the Company within sixty (60) days of Executive’s termination of
employment or, if later, before the later of (i) the expiration of any applicable
statutory consideration and/or revocation period, and (ii) within sixty (60) days of
the appointment of Executive’s executor or administrator, if applicable, but in no
event later than ninety (90) days of Executive’s termination of employment, of an
executed release of all claims of Executive against the Company and its affiliates,
in the form attached as Exhibit A to this Agreement, effective as of the effective
date of termination of the Term of Employment.

(g) Return of Company Materials. Upon termination of the Term of Employment,

Executive shall not remove from any premises at which the business of the
Company is conducted any property of the Company or its affiliates, including,
without limitation, any memoranda, records, disks, files or other documents
(whether in electronic form or hard copy and whether or not such property
constitutes or contains trade secrets or other confidential information), and shall
return all such property to the Company or its affiliate in his possession or under
his control.

8. Confidential Information; Non-Competition; Non-Solicitation.

(a) During the Term of Employment and thereafter, Executive shall hold and
safeguard the Confidential Information (as hereinafter defined) in trust for the
benefit of the Company and its affiliates and agrees that he shall not use, without
the prior written consent of the Company, for Executive’s own benefit or
purposes or misappropriate or disclose or make available to any person or entity
for use outside the Company’s or its affiliates’ organization at any time, either
during his employment with the Company or subsequent to the termination of his
employment with the Company, for any reason, any of the Confidential
Information or any copy, notes or item embodying Confidential Information,
whether or not developed by Executive, except (i) as required in the performance
of Executive’s employment duties and as authorized by the Company , or (ii) to
the extent that such information is required to be disclosed pursuant to a court
order or other legal process (provided Executive gives the Company notice of
such obligation as soon as reasonably practical after Executive receives notice of
such obligation and, prior to any such required disclosure, affords the Company
the opportunity and reasonably cooperates with the Company, and at the
Company’s sole expense, in any efforts by the Company to limit the scope of such
obligation and/or to obtain confidential treatment of any material disclosed
pursuant to such obligation). For purposes of this Agreement, “Confidential
Information” shall mean any and all confidential and proprietary technical and
non-technical information of the Company, including patent, copyright, trade
secret, and proprietary information, techniques, sketches, drawings, models,
inventions, know-how, processes, apparatus, equipment, algorithms, software
programs, software source documents, and formulae related to the current, future

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 and proposed products and services of the Company or the Company’s suppliers
and customers, and includes, without limitation, innovations, tangible and
intangible property, information concerning research, experimental work,
development, design details and specifications, engineering, financial
information, procurement requirements, purchasing manufacturing, customer lists,
business forecasts, vendors, supplier agreements, sales, merchandising and
marketing plans and information; provided, however, that Confidential
Information shall not include information that (i) is or becomes generally
available to the public or the industry other than as a result of a disclosure by
Executive in violation of this Agreement, (ii) is acquired by Executive from
another source that is not under an obligation to the Company or its affiliate to
keep such information confidential, or (iii) is developed by Executive without use
of Confidential Information.

(b) During the Term of Employment and for twelve (12) months thereafter, Executive
shall not, directly or indirectly, engage or participate in any business activity (as
an employee, agent, owner, principal, partner, member, manager, officer, director
or other capacity) which is competitive with the business activities of the
Company, as conducted as of the effective date of the expiration or termination of
the Term of Employment (including such business activities that are conducted in
any geographic areas in which Executive engaged, or attempted to engage, in
significant business activities on behalf of the Company or its affiliates during the
Term of Employment); provided, however, that ownership by Executive, as a
passive investment, of less than 2% of the outstanding shares of capital stock of
any corporation listed on a national securities exchange or publicly traded in an
over-the-counter market shall not constitute a breach of this Section 8(b).

(c) During the Term of Employment and for twelve (12) months thereafter, Executive
shall not, directly or indirectly, on his own behalf or in the service or on behalf of
others:

(i) solicit, induce, divert or appropriate, or attempt to solicit, induce, divert or

appropriate, any customer or vendor of the Company who has been a
customer or vendor of the Company at any time during the twelve (12)
month period prior to the expiration or termination of the Term of
Employment;

(ii) induce, or attempt to induce, any vendor or customer of the Company to

terminate, modify or otherwise cease its relationship with the Company; or

(iii) recruit, solicit or hire, or attempt to recruit, solicit or hire, any person who
is an employee or agent of the Company, other than any person who is not
and has not been an employee or agent of the Company or any of its
affiliates at any time during the twelve (12) month period prior to the
expiration or termination of the Term of Employment.

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 (d) Executive acknowledges and agrees that the Business is highly competitive and
Executive is one of a limited number of persons who will be developing the
Business for the Company, the services to be performed by Executive for the
Company are unique in nature, and as an employee of the Company, during the
Term of Employment, Executive will occupy a position of trust and confidence
with the Company and will acquire an intimate knowledge of Confidential
Information and the Business, including trade secrets and the Company’s
relationships with its employees, customers, suppliers and vendors. Executive
further acknowledges and agrees that the covenants, obligations and restrictions
set forth in this Section 8 are reasonable in scope and duration and are reasonably
designed to preserve and protect the Company’s and its affiliates’ legitimate
business interests and its proprietary properties, enforcement of these restrictions
will not cause Executive any hardship, and Executive has the means to support
himself and his dependents other than by engaging in conduct in violation of the
provisions of this Section 8 for the time periods stated herein. If any court of
competent jurisdiction at any time deems the covenants set forth in this Section 8
unreasonably lengthy or unreasonably extensive, or any of the covenants set forth
in this Section 8 not fully enforceable, the other provisions of this Section 8, and
this Agreement in general, will nevertheless stand and to the full extent consistent
with law continue in full force and effect, and it is the intention and desire of the
parties that the court treat any provisions of this Agreement which are not fully
enforceable as having been modified to the extent deemed necessary by the court
to render them reasonable and enforceable and that the court enforce them to such
extent.

(e) Notwithstanding the time periods set forth therein, each of the covenants set forth
in Sections 8(b) and 8(c) shall, at a minimum, survive until the fifth (5th)
anniversary of the Closing Date (as defined in the Merger Agreement).

9. Assignment. This Agreement shall be binding upon and inure to the benefit of the
Company and Executive, and their respective heirs, executors, administrators or
successors-in-interest. Neither party hereto may assign this Agreement or any rights or
obligations hereunder without the prior written consent of the other party hereto, except
that either the Company may assign this Agreement without the consent of Executive to
any affiliate of the Company or to any person or entity to whom the Company sells its
business and substantially all of its assets; provided, that (i) such assignment does not
otherwise breach the terms of employment set forth in this Agreement, (ii) the assignee
shall assume the obligations of the assignor under this Agreement, and (iii) following
such assignment, the Company shall not be released from any obligations under this
Agreement without the consent of Executive.

10. Severability and Reformation. The parties hereto intend all provisions of this Agreement
to be enforced to the fullest extent permitted by law. If, however, any provision of this
Agreement is held to be illegal, invalid, or unenforceable under present or future law,
such provision shall be fully severable, and this Agreement shall be construed and
enforced as if such illegal, invalid, or unenforceable provision were never a part hereof,

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 and the remaining provisions shall remain in full force and effect and shall not be
affected by the illegal, invalid, or unenforceable provision or by its severance. The
illegal, invalid or unenforceable provision, without further action by the parties, will be
automatically amended to effect the original purpose and intent of the illegal, invalid or
unenforceable provision; provided, however, that such amendment will apply only with
respect to the operation of such provision in the particular jurisdiction with respect to
which such adjudication is made.

11. Entire Agreement. This Agreement constitutes the entire agreement between the parties
hereto with regard to the employment relationship between the Company and Executive
and supersedes all prior or contemporaneous agreements, arrangements, communications
or discussions, whether oral or written, between the parties regarding the subject matter
hereof, and there are no agreements, understandings, specific restrictions, warranties or
representations relating to said subject matter between the parties other than those set
forth herein or herein provided for.

12. Notices. All notices and other communications required or permitted to be given
hereunder shall be in writing and shall be deemed to have been duly given if delivered
personally, mailed by certified mail (return receipt requested) or sent by overnight
delivery service, cable, telegram, facsimile transmission or telex to the parties at the
following addresses or at such other addresses as shall be specified by the parties by like
notice:

if to the Company: [Company Name & Address]

Attn: [Chairman or Chief Executive Officer]

Fax:
Email:

with a copy to: [Company Counsel]

if to Executive: _____________________
_____________________
_____________________

with a copy to: [Executive’s Counsel]

Notice so given shall, in the case of notice so given by mail, be deemed to be given and
received on the fourth calendar day after posting, in the case of notice so given by
overnight delivery service, on the date of actual delivery and, in the case of notice so

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 given by cable, telegram, facsimile transmission, telex or personal delivery, on the date of
actual transmission or, as the case may be, personal delivery.

13. Further Actions. Whether or not specifically required under the terms of this Agreement,
each party hereto shall execute and deliver such documents and take such further actions
as shall be necessary in order for such party to perform all of his or its obligations
specified herein or reasonably implied from the terms hereof.

14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND

CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAW, AND NOT THE
LAW OF CONFLICTS, OF THE STATE OF NEW YORK.

15. Survival of Certain Obligations. The obligations of the Company and Executive set forth
in this Agreement that by their terms extend beyond or survive the termination of this
Agreement will not be affected or diminished in any way by the termination of the Term
of Employment.

16. Counterparts. This Agreement may be executed in counterparts (including by means of

facsimile, electronic mail or pdf), each of which will take effect as an original, and all of
which shall evidence one and the same instrument. A facsimile, electronic mail or pdf
signature shall be acceptable as an originally executed signature for all purposes of this
Agreement.

17. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING SOLELY TO THIS AGREEMENT.

18. Legal Counsel. Each party hereby agrees and acknowledges that it has had full
opportunity to consult with counsel and tax advisors of its selection in connection with
the preparation and negotiation of this Agreement.

[Signature Page Follows]

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 IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement
as of the Effective Date.

COMPANY:

[COMPANY NAME]

By: ______________________________
Name: ______________________________
Its: ______________________________

EXECUTIVE:

____________________________________
[Executive Name]

[SIGNATURE PAGE TO EMPLOYMENT AGREEMENT]

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 Exhibit A

Form of General Release

This GENERAL RELEASE (“ General Release”) is made as of ____________ , 20___,

by and between ________________ (“Executive”) and _________________, a Delaware limited
corporation (the “Employer ”).

WHEREAS, Employer and Executive are parties to that certain Employment Agreement
dated as of ___________ ___, 20__ (the “Employment Agreement”);

WHEREAS, the execution of this General Release is a condition precedent to the

payment of certain amounts as set forth in Section 7(f) of the Employment Agreement;

WHEREAS, in consideration for Executive’s execution of this General Release,

Employer will provide Executive with certain payments and other benefits pursuant to Section
7(d)(ii) of the Employment Agreement; and

WHEREAS, Employer and Executive intend that this General Release shall be in full
satisfaction of the obligations described in this General Release owed to Executive by Employer
under and pursuant to the Employment Agreement or as a result of the employer-employee
relationship, including those under the Employment Agreement, except as provided in this
General Release; provided, that the parties intend and agree that this General Release shall not
constitute a release of any obligations of Employer or any affiliate thereof under and pursuant to
the Merger Agreement, as such term is defined in the Employment Agreement.

NOW, THEREFORE, in consideration of the promises and the mutual covenants and
agreements herein contained, the Company and Executive agree as follows:

1. For valuable consideration, the adequacy of which is hereby acknowledged, the

undersigned (“Executive”), on his own behalf and on behalf of his heirs, executors,
administrators, successors, representatives and assigns, does herein unconditionally
release, waive, and fully discharge Employer, its parents, affiliates and subsidiaries
(including successors and assigns thereof) (collectively referred to herein as the
“Company”), and all of their respective past, present and future employees, officers,
directors, agents, predecessors, administrators, representatives, attorneys, and
shareholders, from any and all legal claims, liabilities, suits, causes of action (whether
before a court or an administrative agency), damages, costs, attorneys’ fees, interest,
injuries, expenses, debts, or demands of any nature whatsoever, known or unknown,
liquidated or unliquidated, absolute or contingent, at law or in equity, which were or
could have been filed with any Federal, state, or local court, agency, arbitrator or any
other entity, based on Executive’s employment with and separation from the Company.
Without limiting the generality of the foregoing terms, this General Release specifically
includes all claims based on the terms, conditions, and privileges of employment, and
those based on breach of contract (express or implied), tort, harassment, intentional
infliction of emotional distress, defamation, negligence, privacy, employment

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 discrimination, retaliation, discharge not for just cause, constructive discharge, wrongful
discharge, the Age Discrimination in Employment Act, as amended (the “ADEA”),
Executive Order 11,141 (age discrimination), Title VII of the Civil Rights Act of 1964, as
amended, the Civil Rights Act of 1866 and 1871, 41 U.S.C. §1981 (discrimination), 29
U.S.C. §206(d)(1) (equal pay), Executive Order 11,246 (race, color, religion, sex and
national origin discrimination), the National Labor Relations Act, the Fair Labor
Standards Act, the Americans with Disabilities Act of 1990, the Family Medical Leave
Act, the Immigration Reform and Control Act, the Vietnam Era Veterans Readjustment
Assistance Act, §§503-504 of the Rehabilitation Act of 1973 (handicap rehabilitation),
Employee Retirement Income Security Act of 1974, as amended, any federal, state or
local fair employment, human rights wage and hour laws and wage payment laws, and
any and all other Federal, state, local or other governmental statutes, laws, ordinances,
regulations and orders, under common law, and under any Company policy, procedure,
bylaw or rule in each case with regard to Executive’s employment with and separation
from the Company. This General Release also includes a release of any claims for
wrongful discharge and all claims for alleged physical or personal injury, emotional
distress relating to or arising out of Executive’s employment with the Company or the
termination of such employment.

This General Release shall not waive or release any rights or claims that Executive may
have which arise after the date of this General Release (and, in the event that the
Company brings any claim or suit against Executive, shall not waive or release the right
to pursue any counterclaim or affirmative defense against the Company related to or in
defense of such claim or suit by the Company against Executive) and shall not waive or
release any post-termination health continuation insurance benefits required by applicable
Federal or state law.

2. Executive intends this General Release to be binding on his successors, and Executive
specifically agrees not to file or continue any claim in respect of matters covered by
Section 1 above. Executive further agrees never to institute any suit, complaint,
proceeding, grievance or action of any kind at law, in equity, or otherwise in any court of
the United States or in any state, or in any administrative agency of the United States or
any state, county or municipality, or before any other tribunal, public or private, against
the Company arising from or relating to his employment with or his termination of
employment from the Company, other than a claim challenging the validity of this
General Release under the ADEA or respecting any matters not covered by this General
Release. Executive represents and warrants that Executive has not filed any complaint,
charge, or lawsuit against the Company with any government agency or any court.

3. Executive is further waiving his right to receive money or other relief in any action
instituted by him or on his behalf by any person, entity or governmental agency in respect
of matters covered by this General Release. Nothing in this General Release shall limit
the rights of any governmental agency or his right of access to, cooperation or
participation with any governmental agency, including, without limitation, the United
States Equal Employment Opportunity Commission. Executive further agrees to waive
his rights under any other statute or regulation, state or federal, which provides that a

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 general release does not extend to claims which Executive does not know or suspect to
exist in his favor at the time of executing this General Release, which if known to him
must have materially affected his settlement with the Company.

4. Executive agrees that Executive shall not be eligible and shall not seek or apply for
reinstatement or re-employment with the Company and agrees that any application for re-
employment may be rejected without explanation or liability pursuant to this provision.

5. Notwithstanding anything to the contrary in this General Release, Executive is not

releasing any claims or claims that Executive may have, now or at any time in the future,
against the Company or its affiliates in connection with (a) the Merger Agreement, (b)
any rights to receive certain payments and other benefits under Section 7 of the
Employment Agreement, (c) the right to indemnification from the Company for actions
as an officer or an employee of the Company under the laws of the State of Delaware or
pursuant to the Company’s certificate of formation, limited liability company agreement
or other governing document, (d) any rights to accrued benefits under any employee
benefit plan, policy or arrangement maintained by the Company, (e) any rights or
obligations under applicable law which cannot be waived or released pursuant to
agreement, (f) any rights under the provisions of the Employment Agreement that by
their terms survive Executive’s termination of employment, and (g) workers’
compensation rights and benefits to which Executive may be entitled.

6. In further consideration of the promises made by the Company in this General Release,
Executive specifically waives and releases the Company from all claims Executive may
have as of the date of this General Release, whether known or unknown, arising under the
ADEA. Executive further agrees that:

(a) Executive’s execution of, and waiver of rights under, this General Release is
knowing and voluntary and in compliance with the Older Workers Benefit
Protection Act of 1990 (“OWBPA”);

(b) Executive has read and understands the terms of this General Release in its
entirety;

(c) Executive’s execution of this General Release has not been forced by any
employee or agent of the Company, and Executive has had an opportunity to
negotiate the terms of this General Release;

(d) The Company is hereby advising Executive in writing to consult with legal
counsel prior to executing this General Release;

(e) The Company is giving Executive a period of twenty-one (21) days within which
to consider this General Release;

(f) Following Executive’s execution of this General Release, Executive has seven (7)
days in which to revoke this General Release by written notice. An attempted

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 revocation not actually received by the Company prior to the revocation deadline
will not be effective; and

(g) This General Release shall be void and of no force and effect if Executive chooses
to so revoke, and if Executive chooses not to so revoke this General Release shall
then become effective and enforceable.

7. This General Release does not waive rights or claims that may arise under the ADEA
after the date Executive signs this General Release. To the extent barred by the OWBPA,
the covenant not to sue contained in Section 2 does not apply to claims under the ADEA
that challenge the validity of this General Release.

8. Executive agrees 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 or Executive of any improper or unlawful conduct.

9. To revoke this General Release, Executive must send a written statement of revocation
to:

[Company Name and Address]

Attn: [Chairman or CEO]

The revocation must be received no later than 5:00 p.m., Central time, on the seventh
(7th) day following Executive’s execution of this General Release. If Executive does not
revoke, the eighth (8th) day following Executive’s acceptance will be the “effective date”
of this General Release.

10. Effective upon the lapse of the seven day revocation period and provided Executive
elects not to revoke this General Release, the Company and its affiliates hereby release
Executive, his heirs, successors, representatives and assigns from any an all legal claims,
liabilities, suits, causes of action (whether before a court or an administrative agency),
damages, costs, attorneys’ fees, interest, injuries, expenses, debts, or demands of any
nature whatsoever, known or unknown, liquidated or unliquidated, absolute or
contingent, at law or in equity, which were or could have been filed with any Federal,
state, or local court, agency, arbitrator or any other entity, based directly or indirectly on
Executive’s employment with and separation from the Company or based on any other
alleged act or omission by or on behalf of Executive prior to his signing this General
Release other than criminal acts, fraud, or actions taken in bad faith against the interests
of the Company.

11. This General Release shall be governed by the internal laws (and not the choice of
laws) of the State of New York, except for the application of pre-emptive Federal law.

PLEASE READ THIS GENERAL RELEASE CAREFULLY. IT CONTAINS A RELEASE OF

ALL KNOWN AND UNKNOWN CLAIMS.

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Date: ______________ ______________________________________

Date: ______________ [COMPANY]

By: ___________________________________
Name: ________________________________
Title: _________________________________

[SIGNATURE PAGE TO GENERAL RELEASE]

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