Common use of Compensation and Benefits Clause in Contracts

Compensation and Benefits. As full compensation for his services hereunder during the Employment Period, and subject to all the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by the Compensation Committee of the Company's Board of Directors from time to time, but in no event at a rate of less than $500,000 per annum ("Base Salary"). (b) The Executive shall be eligible to participate in all bonus, incentive and equity plans that are maintained by the Company from time to time for its senior executive employees in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during (a) During the Employment Period, Executive’s base salary shall be $315,000 per annum, payable by the Company in regular installments in accordance with the Company’s general payroll practices, less taxes and other applicable withholdings, and subject to all review and adjustment from time to time by the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by Board or the Compensation Committee of thereof (the Company's Board of Directors “Committee”), in either case, in its discretion (as modified from time to time, but in no event at a rate of less than $500,000 per annum ("the “Base Salary"”). (b) The In addition, during the Employment Period, Executive shall be eligible entitled to participate in all bonus, incentive and equity plans that are maintained by of the Company’s benefit programs for which employees of the Company are generally eligible, subject to the eligibility and participation requirements thereof, including, but not limited to, the following: (i) medical, dental, vision, life and disability insurance, as is generally provided to other employees of the Company; (ii) eligibility for vacation time in accordance with the policies of the Company as from time to time in effect; provided, however, that Executive shall not have less than 20 days of vacation time per calendar year; and (iii) participation in the existing Symbion, Inc. supplemental Executive Retirement Plan, or its equivalent or a successor plan, with a minimum of a two percent (2%) match for its senior executive employees in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. . (c) During the Employment Period, the Company shall reimburse Executive shall be eligible to participate for all reasonable out-of-pocket expenses incurred by her in all pension, welfare the course of performing her duties and fringe benefit plans, as well as perquisites, maintained by responsibilities under this Agreement which are consistent with the Company from time to time for its senior executive employees in accordance with their respective terms as Company’s policies in effect from time to timetime with respect to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of such expenses. In addition, during Executive’s right to payment or reimbursement for business expenses hereunder will be subject to the following additional rules: (i) no reimbursement of any expense shall affect Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life ’s right to reimbursement of the Executive for the benefit of his designated beneficiaries any other expense in any other taxable year; (ii) the amount of $750,000 expenses eligible for payment or reimbursement during any calendar year will not affect the expenses eligible for payment or reimbursement in any other taxable year; (increased iii) payment or reimbursement will be made not later than December 31 of the calendar year following the calendar year in which the expense was incurred or paid; and (iv) the right to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled payment or reimbursement is not subject to three weeks vacation liquidation or exchange for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidaysany other benefit. (d) On March 4, 2002In addition to the Base Salary, Executive shall will be granted a stock option for eligible to receive an aggregate annual bonus of 200,000 shares forty percent (40%) of the Company's common stock at a price per share equal to Base Salary, with the closing price actual amount of any such bonus being determined by the Board or the Committee, in either case, in its discretion, based on the achievement of performance goals established annually by the Board or the Committee, as applicable. Any annual bonus payable under this Section 3(d) will be paid no later than March 15th following the close of the Company's Common Stock on year for which the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such optionbonus is earned. (e) The Company shall reimburse the All amounts payable to Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan hereunder shall be in effect from time subject to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered all required withholdings by the Company's health plan. . If additional guidance is issued under, or modifications are made to, Section 409A of the Internal Revenue Code and the regulations and other interpretive guidance issued thereunder (h) The collectively, “Section 409A”), or any other law affecting payments to be made under this Agreement, Executive is eligible for a discount of 40% on catalog agrees that the Company may take such reasonable actions and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible adopt such reasonable amendments as the Company believes are necessary to participate in ensure continued compliance with the Company's deferred compensation planInternal Revenue Code, pursuant to which he may defer up to 100% of his Base Salary and bonus through including Section 409A. However, the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and Company does not hereby or otherwise represent or warrant that any payments hereunder are or will be charged $100 per month in compliance with Section 409A, and Executive shall be responsible for parkingobtaining her own tax advice with regard to such matters.

Compensation and Benefits. As full compensation for his services hereunder during 2.1 Executive shall receive a monthly base salary of the Employment PeriodRMB equivalent of US$8,330 which is equivalent to the RMB equivalent of US$100,000 on an annualized basis, less payroll deductions and subject all required withholdings. Executive’s monthly base salary will be payable pursuant to all the provisions hereof: (a) The Company shall pay the Executive, in accordance with its Company’s normal payroll practices and subject to required withholdingpractices, a salary calculated at such rate per annum as may will be fixed reviewed on an annual basis by the Compensation Committee of the Company's ’s Board of Directors from time to time(the “Compensation Committee”) and may be increased during the Initial Term on each anniversary of the effective date of this Agreement, but in no event at a rate the discretion of less than $500,000 per annum ("Base Salary"). (b) The Executive shall the Compensation Committee. Notwithstanding the foregoing, Executive's monthly salary may be eligible to participate in all bonus, incentive allocated among and equity plans that are maintained payable by the Company from time to time for or its senior executive employees subsidiaries in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," amounts as are determined by the Compensation Committee of the Company's Board of Directors based upon Directors. 2.2 The Company shall pay to Executive such bonuses as may be determined from time to time by the Compensation Committee. The amount of annual bonus payable to Executive may vary at the discretion of the Compensation Committee. In determining the annual bonus to be paid to Executive's achievement , the Compensation Committee may, consider all factors they deem to be relevant and appropriate. 2.3 During his employment, Executive shall be entitled to such insurance and other benefits including, among others, medical and disability coverage and life insurance as are afforded to other senior executives of pre-agreed upon objectives. For the Company's 2002 fiscal , subject to applicable waiting periods and other conditions and to applicable law. 2.4 During his employment, Executive will be eligible for [four] weeks vacation each year, such bonus will be prorated which vacation shall accrue ratably over each calendar year and pro-rata during any partial year of employment, subject to reflect the percentage a maximum accrual at any time of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. eight weeks vacation. 2.5 During the Employment Periodhis employment, the Executive shall be eligible to participate in all pension, welfare and fringe any employee benefit plans, as well as perquisites, plans maintained by the Company from time for other executive officers, subject in each case to time for its senior executive employees the generally applicable terms and conditions of the plan in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employmentquestion, the Company shall provide the Executive with life insurancedeterminations of any person or committee administering such plan, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability)and any applicable law. (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition2.6 During his employment, the Executive shall be entitled authorized to ten days paid holidays a yearincur necessary and reasonable travel, including six holidays entertainment and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable other business expenses in five equal cumulative installments, connection with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) his duties hereunder. The Company shall reimburse the Executive for such expenses upon presentation of an itemized account and appropriate supporting documentation, all in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to time’s generally applicable policies. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder (a) During the Employment Period, Executive’s base salary (the “Base Salary”) shall be $280,000 per annum. The Base Salary shall be payable by the Company in regular installments in accordance with the Company’s general payroll practices (in effect from time to time). In addition, during the Employment Period, Executive shall be entitled to paid holidays and subject paid vacation, and other employee benefit programs for which senior officers of the Company are generally eligible. Executive’s accrual and use of vacation shall otherwise be pursuant to all the provisions hereof: (a) The Company shall pay the Executive, Company’s vacation policy as in accordance with its normal payroll practices and subject effect from time to required withholding, a salary calculated at such rate per annum as may be fixed by the Compensation Committee time for senior executives of the Company's Board of Directors from time to time, but in no event at a rate of less than $500,000 per annum ("Base Salary"). (b) The Executive shall be eligible to participate in all bonus, incentive and equity plans that are maintained by the Company from time to time for its senior executive employees in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Company shall reimburse Executive shall be eligible to participate for all reasonable and documented business expenses incurred by Executive in all pension, welfare the course of performing his duties and fringe benefit plans, as well as perquisites, maintained by responsibilities under this Agreement that are consistent with the Company from time to time for its senior executive employees in accordance with their respective terms as Company’s policies in effect from time to time. time with respect to travel, entertainment, and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of such expenses. (c) In additionaddition to the Base Salary, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive will be eligible for the benefit of his designated beneficiaries a monthly discretionary bonus in the amount of $750,000 3,333.00 (increased the “Discretionary Bonus”), provided he (i) is able to $1,000,000 upon evidence meet the Key Performance Indicators (“KPIs”) that the CEO provides him from time to time; (ii) remains employed in Good Standing; and (iii) signs the Company’s standard release of insurabilityall claims with respect to all matters occurring up to and including the date of payment. KPIs will be provided on a monthly basis and will be based on the expectations of the job and Company needs. To be in “Good Standing”, Executive must be in compliance with the Company’s policies and procedures, be available to help mentor and help direct reports, be respectful of fellow team members and colleagues, displaying good leadership skills and communication skills, and not be on a Performance Improvement Plan (“PIP”) or subject to any disciplinary warnings (including without limitation oral and written warnings). (c) . The Discretionary Bonus is for each calendar month during the Employment Period, subject to Executive’s continued employment through the last day of each such month. The determinations of the Company’s Board with respect to Executive’s Bonus will be final and binding. The existence of the potential for a Discretionary Bonus payment to Executive shall not confer any right to employment or continuance of performance of services for the Company; rather, employment remains at-will as set forth above. If Executive’s employment is terminated for any reason (including, without limitation, if Executive resigns), he shall not be entitled to three weeks vacation any further Discretionary Bonus payment, it being understood that the Discretionary Bonus is intended to provide an incentive to work hard and complete KPIs throughout each monthly bonus period and to reward Executive for each fiscal year during having successfully completed such period. The Company reserves the Employment Period right to be taken provide Executive with a separate Discretionary Bonus Plan from time to time, and may change the terms of Discretionary Bonuses at such time as mutually convenient any time, in its sole discretion. However, no amendment shall reduce, alter, or impair any Discretionary Bonus or right that has been accrued under the terms of this Section prior to the Executive and effective date of the Company. Unused vacation shall be carried forward according to amendment or termination without the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidaysExecutive’s written consent. (d) On March 4, 2002, All amounts payable to Executive as compensation hereunder shall be granted a stock option for an aggregate of 200,000 shares of subject to all required and customary withholdings and taxes by the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive in accordance In connection with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered his employment by the Company's health plan, Executive shall be based remotely in California. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during the Employment Period, and subject to all the provisions hereof: (a) a. The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, Executive a salary calculated at such rate per annum as may be fixed by the Compensation Committee of the Company's Board of Directors from time to time, but in no event at a rate of not less than $500,000 96,000.00 per annum in accordance with the salary payment practices of the Company. The Board ("Base Salary")or an appropriate committee of the Board) shall review the Executive's salary at least annually and may increase the Executive's base salary if it determines in its sole discretion that an increase is appropriate. The Company shall also pay to the Executive the same amount of directors' fees, if any, that are paid to the other directors generally. (b) b. The Executive shall participate in a management incentive program and shall be eligible to participate in all bonus, incentive receive quarterly bonus payments based upon achievement of targeted levels of performance and equity plans that are maintained by such other criteria as the Company Board (or an appropriate committee of the Board) shall establish from time to time for its senior executive employees in accordance with pursuant to that program. Within twelve months of the terms of date hereof, the Board shall establish such plans at targeted goals. Prior to that time, the time of participation. The amount determination of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive amount shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by within the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the ExecutiveBoard's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policydiscretion. In addition, the Board shall annually consider the Executive's performance and determine if any additional bonus is appropriate. c. The Executive shall participate The Company's Employee Stock Option Plan and shall be entitled to ten days paid holidays a yeareligible for the grant of stock options, including six holidays restricted stock and four floating holidaysother awards thereunder. (d) On March 4, 2002, d. The Executive shall be granted participate in all retirement, welfare, deferred compensation, life and health insurance, and other benefit plans or programs of the Company now or hereafter applicable to the Executive or applicable generally to employees of the Company or to a stock option for an aggregate class of 200,000 shares employees that includes senior executives of the Company's common stock at ; provided, however, that during any period during the Term that the Executive is subject to a price per share equal Disability, and during the 365-day period of physical or mental infirmity leading up to the closing price Executive's Disability, the amount of the CompanyExecutive's Common Stock on compensation provided under this Section 3 shall be reduced by the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each sum of the firstamounts, secondif any, third, fourth and fifth anniversary paid to the Executive for the same period under any disability benefit or pension plan of the date Company or any of such optionits subsidiaries. (e) e. The Company shall reimburse the Executive for travel, seminar, and other expenses related to the Executive's duties which are incurred and accounted for in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days historic practices of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation a. The Company shall pay to the Employee, and the Employee shall accept from the Company, for his the Employee's services hereunder during the Employment Period, (i) base compensation at the rate of $175,000 per annum for each of the first, second and third years, base compensation at the rate of $227,500 per annum for the fourth year and base compensation at the rate of $250,000 per annum for the fifth year, payable in accordance with the customary payroll policy of the Company and subject to all such payroll deductions as required by law, and in addition to the provisions hereof: items set forth below; and (aii) such cash bonus each year as shall be determined by the Board of Directors of the Company or any appropriate committee thereof. The Company sum of base compensation and cash bonus provided for herein and paid to Employee shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate not exceed $175,000 per annum as may be fixed during the first three years of the Employment Period, except for bonuses determined by the Compensation Committee Board of Directors or any appropriate committee thereof, which are based upon the Company's achievement of specific mutually agreed upon targets for revenues, net income and/or common stock share price for each fiscal year, set at the beginning of each fiscal year. The Board of Directors from time to time, but may also provide for the grant of stock options under the Company's stock option plan and for deferred compensation arrangements in no event at a rate of less than $500,000 per annum ("Base Salary")the Board's sole discretion. Employee shall not participate in any Board decisions which concern his compensation. (b) b. The Executive shall be eligible Company agrees to participate reimburse the Employee for all reasonable business expenses incurred by him during the Employment Period in all bonusconnection with the performance of his services hereunder, incentive and equity plans including expenses incurred in connection with activities associated with promoting the business of the Company that are maintained by the Company authorized from time to time for its senior executive employees in accordance with by the terms Board of Directors, upon presentation by Employee of an accounting of such plans expenses in such detail as may be required by then-applicable tax laws. c. The Employee shall participate at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board expense on the same basis, subject to the same qualifications, as other senior executives of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all any pension, welfare savings, life insurance, health insurance, hospitalization, long-term disability, and other fringe benefit plans, as well as perquisites, maintained by plans and vacation policies (the Company from time to time for its senior executive employees in accordance with their respective terms as "Fringe Benefits") in effect from time to timetime with respect to senior executives of the Company. In addition, during The Company agrees that each of the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, Fringe Benefits in effect on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year date hereof or at any time during the Employment Period to shall not be taken at such time as mutually convenient to terminated or modified in any manner which reduces the Executive and benefits of the Company. Unused vacation shall be carried forward according to Employee without the Company's policywritten consent of the Employee. In addition, the Executive shall be entitled Company agrees to ten days paid holidays provide the Employee with a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate car allowance of 200,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement 700 monthly, and to the extent that it obtains key man life insurance on the life of medical expenses not covered by the Company's health planEmployee, to use its best efforts to provide that such policy be assignable to Employee upon termination of this Agreement. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during (a) During the Employment Period, and subject to all Executive’s base salary shall be at the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate of $320,000 per annum or such higher rate as may be fixed by the Compensation Committee of the Company's Board of Directors (the “Compensation Committee”) may determine from time to time (as adjusted from time to time, but in no event at a rate of less than $500,000 per annum ("the “Base Salary"”). (b) The Executive , which salary shall be eligible to participate in all bonus, incentive and equity plans that are maintained payable by the Company from time to time for its senior executive employees in proportionate, bi-weekly installments and in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as ’s general payroll practices in effect from time to time. In addition, during the Employment Period, Executive shall be eligible to participate in all of the Company’s employee benefit programs (other than bonuses and other incentive programs, except as otherwise (i) provided herein or (ii) determined by the Board) for which senior executive employees of the Company and its Subsidiaries are generally eligible, and Executive shall be eligible to earn three (3) weeks of paid vacation and six (6) days of paid leave for illness each calendar year in accordance with the Company’s policies. Executive's active employment’s participation in the Company’s benefit plans will be subject to the terms of applicable plan documents and the Company’s generally applicable policies, and the Company in its sole discretion may from time to time adopt, modify, interpret or discontinue such plans or policies. (b) During the Employment Period, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the reimburse Executive for the benefit of his designated beneficiaries all reasonable business expenses incurred by him in the amount course of $750,000 (increased performing his duties and responsibilities under this Agreement in accordance with the Company’s policies in effect from time to $1,000,000 upon evidence time with respect to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of insurability)such expenses. (c) In addition to the Base Salary, during the Employment Period, Executive shall be eligible to participate in the Executive Incentive Program of the Company, the terms of which for fiscal year 2010 are attached as Exhibit A hereto (the “EIP”), under which Executive will be eligible to receive a bonus based upon the achievement of such performance targets and other conditions as stated in the EIP; provided, however, that Executive must execute a participant agreement with the Company prior to being deemed a participant in the EIP. The Executive’s target bonus for fiscal year 2011 shall be 60% of base salary. Executive’s “Participation Date” under the EIP shall be the first day of fiscal year 2011 on April 4, 2010. As special consideration in conjunction with Executive’s hire, Executive shall be entitled to three weeks vacation receive a sign-on bonus of $85,000. This payment shall be disbursed in two installments, $42,500 on the first payroll date following the Executive’s start date and $42,500 at the same time as payments under the EIP program for each fiscal year during the Employment Period to be taken at such time as mutually convenient to 2010 are made. Installments are contingent upon the Executive and being employed with the CompanyCompany on the date of payment. Unused vacation The EIP, if any, for future years shall be carried forward according to determined by the Company's policyCompensation Committee of the Board of Directors. In additionWhile the Company does not guarantee the existence or the terms and conditions of any incentive plan in future years, the Executive participation in such plans (including equity plans), if any, shall be entitled extended to ten days paid holidays a year, including six holidays and four floating holidaysExecutive to an extent commensurate with Executive’s position. (d) On March 4, 2002, The Board has approved a grant to Executive shall be granted a of 124,316 restricted stock option for an aggregate units (“RSUs”) and 236,791 options to purchase shares of 200,000 shares common stock of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock , which grants shall be made on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, date of Executive’s commencement of employment. First anniversary vesting shall be adjusted accordingly to coincide with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date executive’s commencement of such optionemployment. The terms, restrictions, limitations and termination provisions of the RSUs will be as set-forth in the form of an RSU agreement and Stock Option Agreement attached hereto as Exhibit B and Exhibit C and will be subject to the Company’s 2008 Equity Incentive Plan. (e) The Company shall reimburse the All amounts payable to Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan compensation hereunder shall be in effect from time subject to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental all required and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered customary withholding by the Company's health planCompany and its Subsidiaries. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during the Employment Period, and subject to all the provisions hereof: (a) The Company shall During the Employment Term, in consideration for the full and complete performance by Employee of his duties and obligations under this Agreement, the Corporation agrees to pay Employee a salary (“Base Salary”) at the Executive, rate of $357,000 per year payable in accordance with the Corporation’s regular pay intervals for its normal payroll practices executive officers or in such other manner as shall be mutually agreeable to Employee and subject to required withholding, a salary calculated at such rate per annum as may be fixed by the Corporation. The Executive Compensation Committee of the Company's Corporation’s Board of Directors may, in its discretion, at any time and from time to time, but increase the Base Salary for Employee and grant Employee other compensation in no event addition to that provided for hereby (in that regard, consistent with past practices, Employee will be considered by the Corporation for a salary increase and annual bonus compensation at the same time as the other executive officers of the Corporation are considered for a rate of less than $500,000 per annum ("salary increase and such bonus compensation). The Base Salary")Salary described herein and other amounts payable to Employee hereunder are, in each case, a gross amount, and Employee acknowledges and agrees that the Corporation shall be required to withhold, and such Base Salary and other amounts shall be reduced by, applicable federal, state and local taxes, FICA, unemployment compensation taxes and other required taxes, assessments and withholdings. (b) The Executive During the Employment Term, Employee shall be eligible entitled to participate in all bonusany retirement, incentive medical payment, disability, health or life insurance and equity other benefit plans and arrangements which may be or become available to executive officers of the Corporation in general; provided, that are maintained Employee shall be required to comply with the conditions attendant to coverage by such plans and arrangements and shall comply with, and be entitled to benefits only in accordance with, the terms and conditions of such plans and arrangements. (c) Employee shall be entitled to reimbursement for such expenses reasonably incurred by him in furtherance of the business of the Corporation and in the performance of his duties hereunder, on an accountable basis with such substantiation as the Corporation may at the time require from its executive officers. The employee must submit requests for reimbursement to the Corporation by the Company from end of the second month following the month during which the applicable expense is incurred and each approved reimbursement shall be made as soon as practicable following the submission of the request, but in no event later than December 31 of the year following the year in which the expense was incurred. (d) During the Employment Term, the Corporation shall provide to Employee a leased automobile for his use, at a gross cost to the Corporation of not more than $1,500 per month. (e) Employee shall be entitled to four (4) weeks vacation in each year during the Employment Term. Such vacation shall be taken at such time to time for its senior executive employees or times as may be mutually agreed upon by the Corporation and Employee and in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% vacation policies and procedures for employees of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms Corporation as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder (a) During the Employment Period, Executive’s base salary shall be $220,000 per annum (as adjusted from time to time, the “Base Salary”), which salary shall be payable by the Company in regular installments in accordance with the Company’s general payroll practices, less tax and other applicable withholdings. In addition, during the Employment Period, and subject Executive shall be entitled to participate in all the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by the Compensation Committee of the Company's Board ’s benefit programs for which senior executives of Directors from time the Company are generally eligible, subject to time, but in no event at a rate of less than $500,000 per annum ("Base Salary")the eligibility and participation requirements thereof. (b) The Executive shall be eligible to participate in all bonusthe Company’s equity incentive plan, incentive and pursuant to which Executive shall be granted options to acquire shares of Class B Common Stock of the Company, which equity plans that are maintained by the Company from time to time for its senior executive employees in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," subject to customary vesting, buyback and other provisions and restrictions as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. . (c) During the Employment Period, the Company shall reimburse Executive shall be eligible to participate for all reasonable expenses incurred by him in all pension, welfare the course of performing his duties and fringe benefit plans, as well as perquisites, maintained by responsibilities under this Agreement which are consistent with the Company from time to time for its senior executive employees in accordance with their respective terms as Company’s policies in effect from time to time. In additiontime with respect to work travel, during the Executive's active employmententertainment and other business expenses, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according subject to the Company's policy. In addition, ’s requirements with respect to reporting and documentation of such expenses; provided that each reimbursement shall be requested and paid not later than one year after the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidaysincurs the expense for which reimbursement is sought. (d) On March 4, 2002In addition to the Base Salary, Executive will be eligible to receive an annual bonus of up to 100% of the Base Salary, of which (i) fifty percent (50%) will be based on the Company achieving certain performance targets as determined by the Board each year and (ii) fifty percent (50%) will be based on Executive and the accounting department achieving certain operating goals as determined by the Board each year, provided that no bonus will be required to be paid by the Company unless the Company achieves certain minimum earnings and EBITDA thresholds established by the Board each year. The bonus, if any, payable under this Section 3(c) shall be granted a stock option for an aggregate of 200,000 shares payable within 30 days following receipt of the Company's common stock at a price per share equal to ’s audited financial statements for the closing price applicable year but in no event later than March 15 of the Company's Common Stock on subsequent calendar year, unless such payment is delayed due to an unforeseeable administrative impracticability, in which case, such bonus will be paid as soon as administratively practicable thereafter, but in no event later than the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date end of such optioncalendar year. (e) The Company All amounts payable to Executive as compensation hereunder shall reimburse be subject to all required withholdings by the Executive in accordance with its relocation policy for costs incurred in relocating Company. If additional guidance is issued under, or modifications are made to, Section 409A of the Internal Revenue Code or any other law affecting payments to be made under the San Francisco area. (f) After thirty days of employmentAgreement, the Executive agrees that the Company may take such reasonable actions and adopt such amendments as the Company believes are necessary to ensure continued compliance with the Internal Revenue Code, including Section 409A thereof. However, the Company does not hereby or otherwise represent or warrant that any payments hereunder are or will be eligible to be included in the Company's Associate Stock Incentive Plancompliance with Section 409A, as such Plan and Executive shall be in effect from time responsible for obtaining his own tax advice with regard to timesuch matters. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during 4.01 During the Employment Periodterm of employment hereunder, Executive shall be paid a base salary at the rate of Two Hundred Thousand ($200,000) per year (“Base Salary”), payable in bi-weekly installments in accordance with the Company’s established pay periods, reduced by all deductions and subject to all the provisions hereof: (a) withholdings required by law and as otherwise specified by Executive. The Company shall pay cause the Committee to review Executive’s performance and Base Salary level each calendar year during the Term, commencing, 2006. Executive’s Base Salary may be increased (but not decreased), in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by the Compensation Committee sole discretion of the Company's Board Board. In the event Executive’s employment shall, for any reason, terminate during the Term, Executive’s final monthly Base Salary payment shall be made on a pro-rated basis as of Directors from time to time, but the last day of the month in no event at a rate of less than $500,000 per annum ("Base Salary")which such employment terminated. (b) The 4.02 During the term of employment, in addition to payments of Base Salary set forth above, Executive shall be eligible to participate in all bonus, incentive and equity plans that are maintained any performance-based cash bonus plan for senior executives based upon achievement of goals established with respect to each fiscal year by the Company from time to time for its senior executive employees in accordance Board or Committee after reasonable consultation with Executive, but Executive’s participation and performance goals therein shall remain within the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% discretion of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. or Committee. 4.03 During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active term of employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during participate in employee benefit plans, policies, programs, perquisites and arrangements, as the Employment Period same may be provided and amended from time to be taken at such time as mutually convenient time, that are provided generally to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares similarly situated executive employees of the Company's common stock at a price per share equal , to the closing price of extent Executive meets the Company's Common Stock on the New York Stock Exchange on March 1eligibility requirements for any such plan, 2002policy, exercisable in five equal cumulative installmentsprogram, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such optionperquisite or arrangement. (e) 4.04 The Company shall reimburse the Executive for all reasonable business expenses incurred by Executive in accordance carrying out Executive’s duties, services, and responsibilities under this Agreement. Executive shall comply with its relocation policy for costs incurred in relocating generally applicable policies, practices and procedures of the Company with respect to reimbursement for, and submission of expense reports, receipts or similar documentation of, such expenses. 4.05 If the Company, based upon an opinion of legal counsel or a judicial determination, determines that Section 304 of the Sxxxxxxx-Xxxxx Act of 2002 is applicable to Executive, to the San Francisco area. extent that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, Executive shall reimburse the Company for any bonus or other incentive or equity-based compensation received from the Company during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (fwhichever first occurs) After thirty days of employmentthe financial document embodying such financial reporting requirement and any profits received from the sale of the Company’s securities during that 12-month period. In the event Executive fails to make prompt reimbursement of any such amount, the Executive will be eligible Company may, to the extent permitted by applicable law, deduct the amount required to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect reimbursed from time to timeExecutive’s compensation otherwise due under this Agreement. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during the Employment Period, and subject to all the provisions hereof: (a) 2.1 The Company shall pay to Executive a base salary ("Salary") at the aggregate rate of $180,000 per annum during the Employment Term (as such term is defined in Section 3.1, below). Executive's Salary shall be paid in equal, periodic installments, in accordance with its the Company's normal payroll practices procedures and shall be subject to required withholdingwithholding taxes and other normal payroll deductions. 2.2 The Company may award Executive a bonus (the "Bonus") at the sole discretion of the Board, a salary calculated at which Bonus shall be determined based upon Executive's performance and the Company's performance generally. Notwithstanding the foregoing, Executive understands that the Company is not obligated under any circumstances, to award any such rate per annum Bonus. 2.3 The Company shall annually review Executive's performance. Based upon such review and such other factors as the Company may consider, the Company may determine to increase Executive's salary. Notwithstanding the foregoing, Executive understands that the Company is not obligated under any circumstances, to award any such increase in salary. 2.4 Executive shall be fixed by the Compensation Committee entitled to such medical, dental and disability insurance which is no less favorable than generally afforded to other senior executives of the Company's Board , subject to applicable waiting periods and other conditions. Executive shall be entitled to four weeks of Directors vacation in each employment year and to a reasonable number of other days off for religious and personal reasons. Executive acknowledges that the Company may, from time to time, but apply for and take out in its own name and at its expense, life, health, disability, accident or other insurance, including key man insurance, upon Executive that the Company may deem necessary and advisable to protect its interests hereunder; and Executive agrees to submit to any medical or other reasonable examination necessary for such purpose and to assist and cooperate with the Company in procuring such insurance; and Executive acknowledges that he shall have no event at a rate of less than $500,000 per annum ("Base Salary")right, title or interest in or to such insurance. (b) 2.5 The Company will pay or reimburse Executive shall be eligible to participate for all transportation, hotel and other expenses reasonably incurred by Executive on business trips and for all other ordinary and reasonable out-of-pocket expenses actually incurred by him in all bonus, incentive and equity plans that are maintained by the conduct of the business of the Company from time against itemized vouchers submitted with respect to time for its senior executive employees any such expenses approved in accordance with customary procedures. 2.6 Simultaneous with the terms execution of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employmentthis Agreement, the Company shall provide will grant Executive the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased option to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 purchase 4,000,000 shares of the Company's common stock at a price stock, par value $.01 per share equal to the closing at an exercise price of $.04 per share (the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking."Option"

Compensation and Benefits. As full compensation for his services hereunder during the Employment Period, and subject to all the provisions hereof: (a) The For all services to be rendered by the Employee hereunder, the Company shall pay to the ExecutiveEmployee, in accordance with its normal payroll practices and subject to required withholdingthe Employee hereby accepts, a minimum base salary calculated at such rate (the "Salary") of US$160,000 per annum as annum. The Salary may be fixed increased ------ by the Compensation Committee Board of Directors of the Company during the Term and, when increased, such higher amount shall then be the minimum base annual salary hereunder; such minimum base annual salary shall not at any given time be reduced below the highest minimum base annual salary fixed from time to time by the Board of the Directors of the Company's Board of Directors from time to time, but . The Salary shall be payable in no event at a rate of less than $500,000 per annum ("Base Salary")equal semi-monthly installments in arrears. (b) The Executive Employee shall be eligible entitled to participate in the Company's Stock Bonus Plan (copy of which is attached hereto as Schedule A) or any successor stock bonus plan. c) The Employee shall be entitled to participate in the Company's 1997 Stock Option Plan (a copy of which is attached hereto as Schedule B) or any successor stock option plan. d) The Employee shall be entitled to participate in any and all bonusgroup insurance, incentive hospital, major medical and equity plans that are maintained disability benefits, savings or retirement plans, or other fringe benefits of the Company as established by the Company from time to time for its senior executive employees management personnel, provided that the Employee shall have fulfilled all eligibility requirements for such benefits. e) The Company shall, subject to approval by the President and Chief Executive Officer, reimburse the Employee for all reasonable and documented travel, entertainment and other business expenses actually and properly incurred by him directly related to the Company's business. f) The Employee shall be entitled to four weeks of vacation during each year of employment hereunder at such time or times as may be selected by the Employee and as are in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the ExecutiveCompany's Base Salary at "target," as determined policies and requirements, subject to approval by the Compensation Committee President and Chief Executive Officer and subject to reasonable operating requirements of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (eg) The Company shall reimburse secure and maintain at all times professional liability insurance on behalf of the Executive in accordance with its relocation policy Employee for costs incurred in relocating to the San Francisco areaperformance of the Employee's duties hereunder. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder (a) During the Employment Period, Executive’s base salary shall be $650,000 per annum, effective on and after April 1, 2006, or such higher rate as the Board may determine from time to time (as adjusted from time to time, the “Base Salary”), which salary shall be payable by the Company in regular installments in accordance with the Company’s general payroll practices (in effect from time to time). The Board shall undertake an annual review of Executive’s Base Salary, and shall approve such increases to such Base Salary by such amounts, if any, as the Board determines to be appropriate. In addition, during the Employment Period, and subject to all the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by the Compensation Committee of the Company's Board of Directors from time to time, but in no event at a rate of less than $500,000 per annum ("Base Salary"). (b) The Executive shall be eligible entitled to participate in all bonus, incentive and equity plans that are maintained by of the Company from time to time Company’s employee benefit programs for its which senior executive employees of the Company and its Subsidiaries are generally eligible, and Executive shall be entitled to four weeks of paid vacation each calendar year in accordance with the terms of such plans at the time of participation. The amount of Company’s policies, which if not taken during any bonus payable under year may not be carried forward to any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will subsequent calendar year and no compensation shall be payable in April, 2003lieu thereof. During the Employment Period, the Company shall provide Executive with a car comparable to that which he is using on the date of this Agreement (“Car”). The Employee shall be eligible take good care of the Car and ensure that the provisions and conditions of any policy of insurance relating thereto are observed (including the provision with respect to participate protection of the Car), and in the event that the Employee’s employment terminates for whatever reason, he shall forthwith return the Car with the keys and all pensionlicenses and other documentation relating to the Car, welfare and fringe benefit plansto the Company. The Employee shall not have any lien right in the Car or in any document or property relating thereto. (b) During the Employment Period, as well as perquisites, maintained by the Company from time to time shall reimburse Executive for its senior executive employees all reasonable business expenses incurred by him in accordance the course of performing his duties and responsibilities under this Agreement which are consistent with their respective terms as the Company’s policies in effect from time to time. In additiontime with respect to travel, during entertainment and other business expenses, subject to the Executive's active employment, the Company shall provide the Executive Company’s requirements with life insurance, with its group term life insurance plan or otherwise, on the life respect to reporting and documentation of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability)such expenses. (c) The In addition to the Base Salary, the Board may, in its sole discretion, award a bonus to Executive shall be entitled to three weeks vacation for following the end of each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive based upon Executive’s performance and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition’s operating results during such year; provided, the that Executive shall be entitled to ten days paid holidays a yearminimum performance bonus opportunity each year of not less than 50% of his Base Salary, including six holidays which bonus shall be payable upon the achievement by the Company of certain performance target levels established by the Board for Executive and four floating holidaysthe other senior executive officers of the Company. In addition, Executive may be eligible for specific bonuses as may be determined by the Board from time to time relating to certain extraordinary corporate events, such as acquisitions or dispositions. (d) On March 4, 2002In addition to the Base Salary and any bonuses payable to Executive pursuant to this paragraph, Executive shall be granted a stock option for entitled to health insurance and disability insurance of such coverage as reasonably determined by the Board and term life insurance in an aggregate of 200,000 shares of the Company's common stock at a price per share amount equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such optiontwo times Executive’s Base Salary. (e) The Company During the Employment Period, Executive shall reimburse the Executive also be entitled to reasonable periods of sick leave (without loss of pay) in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, ’s policies as such Plan shall be in effect from time to time. (gf) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental All amounts payable to Executive as compensation hereunder shall be subject to all required and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered customary withholding by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during the Employment Period, and subject to all the provisions hereof: (a) a. The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, Executive a salary calculated at such rate per annum as may be fixed by the Compensation Committee of the Company's Board of Directors from time to time, but in no event at a rate of not less than $500,000 110,000.00 per annum in accordance with the salary payment practices of the Company. The Board ("Base Salary")or an appropriate committee of the Board) shall review the Executive's salary at least annually and may increase the Executive's base salary if it determines in its sole discretion that an increase is appropriate. The Company shall also pay to the Executive the same amount of directors' fees, if any, that are paid to the other directors generally. (b) b. The Executive shall participate in a management incentive program and shall be eligible to participate in all bonus, incentive receive quarterly bonus payments based upon achievement of targeted levels of performance and equity plans that are maintained by such other criteria as the Company Board (or an appropriate committee of the Board) shall establish from time to time for its senior executive employees in accordance with pursuant to that program. Within twelve months of the terms of date hereof, the Board shall establish such plans at targeted goals. Prior to that time, the time of participation. The amount determination of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive amount shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by within the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the ExecutiveBoard's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policydiscretion. In addition, the Board shall annually consider the Executive's performance and determine if any additional bonus is appropriate. c. The Executive shall participate The Company's Employee Stock Option Plan and shall be entitled to ten days paid holidays a yeareligible for the grant of stock options, including six holidays restricted stock and four floating holidaysother awards thereunder. (d) On March 4, 2002, d. The Executive shall be granted participate in all retirement, welfare, deferred compensation, life and health insurance, and other benefit plans or programs of the Company now or hereafter applicable to the Executive or applicable generally to employees of the Company or to a stock option for an aggregate class of 200,000 shares employees that includes senior executives of the Company's common stock at ; provided, however, that during any period during the Term that the Executive is subject to a price per share equal Disability, and during the 365-day period of physical or mental infirmity leading up to the closing price Executive's Disability, the amount of the CompanyExecutive's Common Stock on compensation provided under this Section 3 shall be reduced by the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each sum of the firstamounts, secondif any, third, fourth and fifth anniversary paid to the Executive for the same period under any disability benefit or pension plan of the date Company or any of such optionits subsidiaries. (e) e. The Company shall reimburse the Executive for travel, seminar, and other expenses related to the Executive's duties which are incurred and accounted for in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days historic practices of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during the Employment Period, and subject to all the provisions hereof: (a) The Company During your employment with the Company, your annual base salary shall pay be $575,000 (the Executive, in accordance with its normal payroll practices and subject to required withholding, a base salary calculated at such rate per annum as may be fixed by increased from time to time “Base Salary”) and shall be paid pursuant to the Compensation Committee Company’s customary payroll practices. The Base Salary will be reviewed annually and may be increased in the sole discretion of the Company's Board of Directors from time to time, but in no event at a rate of less than $500,000 per annum ("Base Salary"). (b) The Executive shall In addition to the Base Salary, in each fiscal year of the Company during your employment with the Company, you will have the opportunity to earn an annual cash bonus (“Annual Bonus”) if the Company achieves certain performance objectives and subject to your individual performance (each of which will be eligible to participate in all bonus, incentive and equity plans that are maintained determined by the Company from time for each such fiscal year). The Annual Bonus for each period will be paid only if you are actively employed with the Company and are not in breach of this Agreement on the date of disbursement. (c) During your employment with the Company, you will be entitled to time for its senior executive participate generally in the benefit plans made available to employees of the Company in accordance with the terms of those plans and the Company will reimburse you for all reasonable business expenses upon presentation of statements of such plans at expenses in accordance with the time of participation. The amount of any bonus payable under any Company’s policies and procedures now in force or as such plan will policies and procedures may be 50% of modified with respect to the Executive's Base Salary at "target," as determined by the Compensation Committee senior executives of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of During your employment with the Company's common stock at a price , you will be entitled to 20 working days of paid vacation per share equal calendar year (pro rated according to your commencement date). You will also be entitled to be paid for Bermuda statutory holidays as set out under the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such optionBermuda Public Holidays Act. (e) The During your employment with the Company, you will be paid by the Company a housing allowance of up to $18,000 per month; provided, however, that the Company shall reimburse have no other obligations to you relating to any of your housing expenses, including, but not limited to, the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco areaof utilities and maintenance. (f) After thirty days of employmentDuring your employment with the Company, the Executive you will be eligible paid by the Company an automobile allowance of $900 per month and shall reimburse you for the cost of insurance and licensing for one automobile; provided, however, that the Company shall have no other obligations to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time you relating to timeany of your automobile(s). (g) Effective on During your employment with the Executive's first day of employmentCompany, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive you will be entitled to up to $2,500 per four return trips home for you and your family each calendar year for reimbursement of medical expenses not covered by in accordance with the Company's health plan’s home leave policy. (h) The Executive is eligible During your employment with the Company, and subject to the Company’s prior review and approval, you will be reimbursed by the Company for a discount the initiation fees and annual membership fees of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day two private clubs; provided, however, that the Company shall have no other obligations to you relating to any other costs of employmentyour membership in that private club. (i) The Executive is eligible During your employment with the Company, the Company will pay the reasonable costs of an accountant to participate prepare your personal tax forms and reports that are required to be filed in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral programUnited States in connection with your employment in Bermuda. (j) The Executive In connection with your employment with the Company, the Company will receive a $500 per month car allowance pay the reasonable costs of your relocation to Bermuda, including, but not limited to, the costs of transportation, moving and will be charged $100 per month temporary housing for parkingyou and your family.

Compensation and Benefits. As full compensation a. The Company shall pay to the Employee, and the Employee shall accept from the Company, for his the Employee's services hereunder during the Employment Period, (i) base compensation at the initial rate of $215,000 per annum, which rate shall be reviewed by the Board of Directors annually with respect to increases, payable in accordance with the customary payroll policy of the Company and subject to all the provisions hereof: such payroll deductions as are required by law; and (aii) The Company such bonus each year as shall pay the Executive, in accordance with its normal payroll practices and subject be determined pursuant to required withholding, a salary calculated at such rate per annum as may bonus plan which shall be fixed adopted by the Compensation Committee Board of Directors of Quadrax Corporation, the Company's parent, following such Board of Directors from time to time, but in no event at Directors' approval of a rate strategic plan for the business of less than $500,000 per annum ("Base Salary")the Company which strategic plan shall be developed by Employee. (b) b. The Executive shall be eligible Company agrees to participate reimburse the Employee for all reasonable business expenses incurred by him during the Employment Period in all bonusconnection with the performance of his services hereunder, incentive and equity plans including expenses incurred in connection with activities associated with promoting the business of the Company that are maintained by the Company authorized from time to time for its senior executive employees in accordance with by the terms Board of Directors, upon presentation by Employee of an accounting of such plans at the time of participation. expenses in such detail as may be required by then-applicable tax laws. c. The amount of any bonus payable under any such plan Employee will be 50% entitled to four weeks of the Executive's Base Salary paid annual vacation and shall participate at "target," as determined by the Compensation Committee of the Company's Board expense on the same basis, subject to the same qualifications, as other executive officers of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all any pension, welfare savings, hospitalization, long-term disability, and other fringe benefit plans, as well as perquisites, maintained by plans (the Company from time to time for its senior executive employees in accordance with their respective terms as "Fringe Benefits") in effect from time to timetime with respect to executive officers of the Company. The Company agrees that each of the Fringe Benefits in effect on the date hereof or at any time during the Employment Period shall not be terminated or modified in any manner which reduces the benefits of the Employee without the written consent of the Employee. In addition, during the Executive's active employment, Employment Period the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. agrees (i) The Executive to pay the future premiums on the Employee's existing $1,000,000 life insurance policy, (ii) to provide the Employee with an automobile allowance of $700 monthly, (iii) to pay for reasonable automobile insurance premiums each month on the automobile Employee uses for business and (iv) to pay the premiums on a long-term disability insurance policy providing a benefit of at least $4,000 per month unless such benefit is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral already provided by another Company program. (j) d. The Executive will receive a $500 per month car allowance and Employee will be charged $100 per month granted options to purchase 150,000 shares of Quadrax Corporation common stock under to the Quadrax Corporation 1993 Stock Plan (the "Plan"). The vesting schedule for parking.such options shall be as follows:

Compensation and Benefits. As full compensation for his services hereunder during 2.1 Employee's base salary as of the Employment Period, Effective Date will be $1,000,000 and subject to all the provisions hereof: (a) The Company shall pay the Executive, be paid in accordance with the Employer's standard payroll practice for its normal payroll practices and subject to required withholding, a executives. Employee's base salary calculated at such rate per annum as may be fixed by the Compensation Committee of the Company's Board of Directors from time to time, but in no event at a rate of less than $500,000 per annum ("Base Salary"). (b) The Executive shall be eligible to participate in all bonus, incentive and equity plans that are maintained by the Company increased or decreased from time to time for its senior executive employees in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% discretion of the Executive's Base Salary at "target," as determined by the Board of Directors, its Compensation Committee of (the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year"Compensation Committee"), such bonus will be prorated to reflect the percentage of time worked during such fiscal yearor its delegate, andas applicable, provided that the Executive has been employed by the Company continuously through the date of payment, will in no event shall Employee's base salary be payable in April, 2003. During the Employment Period, the Executive shall be eligible decreased to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of less than $750,000 (increased to $1,000,000 upon evidence of insurability)1,000,000.00 per annum. (c) The Executive 2.2 Employee shall be entitled to three weeks vacation for each fiscal year during participate in the Employment Period 2018 Annual Performance Pay Plan and the 2018 Performance Unit Program, or any successor incentive plans approved by the Compensation Committee, and to be taken at such time as mutually convenient receive in December 2017, grants of restricted stock and stock options under the Halliburton Company Stock and Incentive Plan ("SIP") or any successor stock-related plan adopted by the Board of Directors, in all cases in the amounts specified by the Board of Directors contemporaneous with this Agreement; provided, however, that all determinations relating to the Executive performance goals applicable to Employee and the Company. Unused vacation Employee's level of participation and payout opportunity, shall be carried forward according made in the sole discretion of the person or committee to the Companywhom such authority has been granted pursuant to such plan's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidaysterms. (d) On March 42.3 Employer shall pay or reimburse Employee for all actual, 2002reasonable and customary expenses incurred by Employee in the course of his employment; including, Executive shall be granted a stock option but not limited to, travel, entertainment, subscriptions and dues associated with Employee's membership in professional, business and civic organizations; provided that such expenses are incurred and accounted for an aggregate of 200,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred Employer's applicable policies and procedures. Any reimbursement provided hereunder during one calendar year shall not affect the amount or availability of reimbursements in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan another calendar year. Any reimbursement provided hereunder shall be in effect from time to time. (g) Effective on paid no later than the Executive's first day earlier of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive the time prescribed under Employer's applicable policies and procedures, or (ii) the last day of the calendar year following the calendar year in which Employee incurred the reimbursable expense. Further, if Employee remains employed through the Target Retirement Date, Employer will reimburse Employee for reasonable office space rental, secretarial support and security for a period of five (5) years from that date. 2.4 Employee shall be allowed to participate, on the same basis generally as other executive employees of Employer, in all general employee benefit plans and programs, including improvements or modifications of the same, which on the Effective Date or thereafter are made available by Employer to all or substantially all of Employer's similarly situated executive employees. Such benefits, plans, and programs may include, without limitation, medical, health, and dental care, life insurance, disability protection, and qualified and non‑qualified retirement plans. Except as specifically provided herein, nothing in this Agreement is eligible to participate be construed or interpreted to increase or alter in any way the rights, participation, coverage, or benefits under such benefit plans or programs. Until termination of his employment, Employee shall also continue to receive the reasonable perquisites that he currently receives. 2.5 As soon as practicable following the Effective Date, subject to the terms and conditions of the SIP and the applicable award agreements, Employee shall be nominated for an award of Halliburton Company restricted stock units with a grant date value of $15,000,000.00, with vesting upon satisfaction of the Minimum Criteria (as defined in the CompanySIP), subject to accelerated vesting as provided in Section 3.4(b) (the "New Equity Grant"). Employee acknowledges and agrees that this New Equity Grant shall not be subject to vesting under Employer's deferred compensation retirement policy. Employee agrees that all awards of Halliburton Company restricted stock, restricted stock units and/or nonqualified stock options shall be subject to the other terms and conditions of the SIP as contained in the applicable award agreement. Employee also agrees that the foregoing shall not be construed as a guarantee with respect to the type, amount or frequency of future awards, if any, such decisions being solely within the discretion of the Compensation Committee, or its delegate, as applicable. 2.6 Employer shall not, by reason of this Article 2, be obligated to institute, maintain, or refrain from changing, amending or discontinuing, any incentive compensation, employee benefit or stock or stock option program or plan, so long as such actions are similarly applicable to covered employees generally. 2.7 Employer may withhold from any compensation, benefits, or amounts payable under this Agreement all federal, state, city, or other taxes as may be required pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral programany law or governmental regulation or ruling. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during (a) During the Employment Period, and subject to all the provisions hereof: Executive’s base salary shall be three hundred seventy-five thousand U.S. dollars (a$375,000) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum or such higher rate as the Board may be fixed by the Compensation Committee of the Company's Board of Directors determine from time to time (as adjusted from time to time, but in no event at a rate of less than $500,000 per annum ("the “Base Salary"”). (b) The Executive , which salary shall be eligible to participate in all bonus, incentive and equity plans that are maintained payable by the Company from time to time for its senior executive employees in regular installments in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as ’s general payroll practices in effect from time to time. In addition, during addition to the Executive's active employmentBase Salary, the Company Board shall provide award a bonus to Executive following the Executive with life insurance, with its group term life insurance plan or otherwise, on the life end of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and based upon the Company. Unused vacation ’s operating results during such year (which bonus shall be carried forward according in an amount equal to 50% of the Base Salary upon the achievement of EBITDA consistent with the minimum EBITDA required by the Company’s then-current senior secured credit facility and which may be higher or lower based on the achievement of financial targets established on an annual basis by the Board in consultation with management). Payment of any bonus with respect to a fiscal year of the Company which may become due under this Agreement shall be made in the calendar year following the calendar year in which such fiscal year ends. (b) During the Employment Period, the Company shall reimburse Executive for all reasonable business expenses incurred by him in the course of performing his duties and responsibilities under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company's policy. ’s requirements with respect to reporting and documentation of such expenses. (c) In additionaddition to the Base Salary, the Executive shall be entitled to ten days paid holidays a yearthe following benefits during the Employment Period, including six holidays and four floating holidays.unless otherwise modified by the Board: (di) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares participation in the Company’s health and welfare benefits on the same basis as the other members of the Company's common stock at ’s senior management; (ii) a price per share equal maximum of twenty (20) days of personal time off each year with salary; and (iii) family relocation expenses, not to exceed $35,000 in the closing price of aggregate, to Princeton, New Jersey or Xxxxxxxxx, Xxxxxxxx xxxxxx xxxx Xxxx Xxxx, Xxxx, (x) All amounts payable to Executive hereunder shall be subject to all required and customary withholding by the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth Company and fifth anniversary of the date of such optionits Subsidiaries. (e) The Company Executive shall reimburse be entitled to participate in the Executive Company’s 401(k) Plan in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Planterms and provisions and applicable law, as such Plan shall the same may be in effect changed, amended or terminated from time to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during (a) During the Employment Period, Executive’s base salary shall be $315,000 per annum, payable by the Company in regular installments in accordance with the Company’s general payroll practices, less taxes and other applicable withholdings, and subject to all review and adjustment from time to time by the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by Board or the Compensation Committee of thereof (the Company's Board of Directors “Committee”), in either case, in its discretion (as modified from time to time, but in no event at a rate of less than $500,000 per annum ("the “Base Salary"”). (b) The In addition, during the Employment Period, Executive shall be eligible entitled to participate in all bonus, incentive and equity plans that are maintained by of the Company’s benefit programs for which employees of the Company are generally eligible, subject to the eligibility and participation requirements thereof, including, but not limited to, the following: (i) medical, dental, vision, life and disability insurance, as is generally provided to other employees of the Company; (ii) eligibility for vacation time in accordance with the policies of the Company as from time to time in effect; provided, however, that Executive shall not have less than 20 days of vacation time per calendar year; and (iii) participation in the existing Symbion, Inc. supplemental Executive Retirement Plan, or its equivalent or a successor plan, with a minimum of a two percent (2%) match for its senior executive employees in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. . (c) During the Employment Period, the Company shall reimburse Executive shall be eligible to participate for all reasonable out-of-pocket expenses incurred by his in all pension, welfare the course of performing his duties and fringe benefit plans, as well as perquisites, maintained by responsibilities under this Agreement which are consistent with the Company from time to time for its senior executive employees in accordance with their respective terms as Company’s policies in effect from time to timetime with respect to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of such expenses. In addition, during Executive’s right to payment or reimbursement for business expenses hereunder will be subject to the following additional rules: (i) no reimbursement of any expense shall affect Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life ’s right to reimbursement of the Executive for the benefit of his designated beneficiaries any other expense in any other taxable year; (ii) the amount of $750,000 expenses eligible for payment or reimbursement during any calendar year will not affect the expenses eligible for payment or reimbursement in any other taxable year; (increased iii) payment or reimbursement will be made not later than December 31 of the calendar year following the calendar year in which the expense was incurred or paid; and (iv) the right to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled payment or reimbursement is not subject to three weeks vacation liquidation or exchange for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidaysany other benefit. (d) On March 4, 2002In addition to the Base Salary, Executive shall will be granted a stock option for eligible to receive an aggregate annual bonus of 200,000 shares thirty percent (30%) of the Company's common stock at a price per share equal to Base Salary, with the closing price actual amount of any such bonus being determined by the Board or the Committee, in either case, in its discretion, based on the achievement of performance goals established annually by the Board or the Committee, as applicable. Any annual bonus payable under this Section 3(d) will be paid no later than March 15th following the close of the Company's Common Stock on year for which the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such optionbonus is earned. (e) The Company shall reimburse the All amounts payable to Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan hereunder shall be in effect from time subject to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered all required withholdings by the Company's health plan. . If additional guidance is issued under, or modifications are made to, Section 409A of the Internal Revenue Code and the regulations and other interpretive guidance issued thereunder (h) The collectively, “Section 409A”), or any other law affecting payments to be made under this Agreement, Executive is eligible for a discount of 40% on catalog agrees that the Company may take such reasonable actions and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible adopt such reasonable amendments as the Company believes are necessary to participate in ensure continued compliance with the Company's deferred compensation planInternal Revenue Code, pursuant to which he may defer up to 100% of his Base Salary and bonus through including Section 409A. However, the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and Company does not hereby or otherwise represent or warrant that any payments hereunder are or will be charged $100 per month in compliance with Section 409A, and Executive shall be responsible for parkingobtaining his own tax advice with regard to such matters.

Compensation and Benefits. As full compensation for his services hereunder during the Employment Period, and subject to all the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as Base Salary may be fixed by the Compensation Committee of the Company's Board of Directors from time to timereviewed periodically but not less frequently than once annually, and may be increased (but in no event at a rate of less than $500,000 per annum ("Base Salary")decreased) to the extent, if any, determined by Company in its sole discretion. (b) The Executive Employee shall also be eligible entitled to participate in any fringe benefit programs generally available to all bonus, incentive and equity plans that are maintained by the employees of Company from time to time for its senior executive employees in accordance with and subject to the terms and conditions of such plans at the time of participationprograms. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive Employee shall be eligible entitled to participate three (3) weeks vacation in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to timeany calendar year. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability)Vacation will not accumulate over multi-year periods. (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse Employee for all reasonable and necessary business expenses incurred by him in the Executive performance of his duties hereunder which are properly documented and in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, policies and procedures as such Plan shall they may be in effect amended from time to time. (gd) Effective In addition to Base Salary, in the first quarter of each calendar year, commencing in 2008, the Board of Directors shall establish an annual incentive compensation program consisting of both cash and stock options to be awarded to Employee based on corporate and individual performance during the Executiveapplicable calendar year ("Incentive Compensation"). Awards shall be made as of January 31 of the following year. If Employee's first day of employmentemployment is terminated for any reason, other than for "Just Cause" as defined in Section 13(a), during a calendar year, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will shall be entitled to up a pro rata share of the cash portion of the Incentive Compensation calculated at the end of such calendar year based on the number of months in the applicable calendar year prior to $2,500 per termination. The economic terms and performance criteria of the annual incentive compensation program shall be determined by the Board of Directors acting in its sole discretion. Any annual Incentive Compensation award earned by Employee, including, to the extent applicable, a prorated award, shall be paid to Employee by January 31 of the calendar year next following the calendar year for reimbursement which the Incentive Compensation award was determined." (e) Upon the effective date of medical expenses not covered an initial public offering by the Company's health plan. , , the Company shall grant an incentive stock option to Employee for 50,000 shares of the common stock of the Company pursuant to it 2007 Incentive Plan (h) "Option"). The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. Option shall be (i) The Executive is eligible to participate exercisable at the public offering price, (ii) vest 25% on the first anniversary of the Option and 25% on each of the next three anniversaries of the Option, and (iii) expire on the tenth anniversary of the Option unless earlier terminated in accordance with the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program2007 Incentive Plan. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full Subject to the Executive's substantial adherence to her responsibilities under this Agreement and all other agreements with the Company, the Executive shall be entitled to receive the following compensation for his services hereunder and benefits during her employment with the Employment Period, and subject to all the provisions hereofCompany: (a) The As compensation for all services to be rendered to the Company by the Executive, the Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, Executive a base salary calculated at such rate per annum as may be fixed by the Compensation Committee of the Company's Board of Directors from time to time, but in no event at a rate of less than $500,000 200,000 per annum (the "Base Salary"). (b) . The Executive shall be eligible to participate in all bonusreceive an annual bonus with respect to each fiscal year of the Company during the Term, incentive subject to the attainment of objective performance goals and equity plans that are maintained other criteria, as determined by the Board in its sole discretion. All such compensation shall be payable in accordance with the payroll and bonus policies of the Company as from time to time for its senior executive employees in accordance with the terms of effect, less such plans at the time of participationdeductions as shall be required to be withheld by applicable law and regulations. The amount of any bonus payable under any such plan will Base Salary shall be 50% reviewed by the Company at least annually. The Base Salary shall not be subject to reduction without the consent of the Executive's Base Salary at "target," as determined by , except that if the Compensation Committee Board reduces the salary of all senior managers of the Company's Board of Directors based upon , the Executive's achievement of pre-agreed upon objectives. For Base Salary shall be reduced by the Company's 2002 fiscal year, such bonus will be prorated to reflect same percentage as the percentage reduction in salary of time worked during such fiscal year, and, provided that senior managers. (b) In addition to any bonuses for which the Executive has been employed by the Company continuously through the date of payment, will may be payable in April, 2003. During the Employment Periodeligible pursuant to Section 2(a) above, the Executive shall be eligible entitled to participate in all pensionreceive a one-time bonus of $40,000, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, payable on the life of first regularly scheduled payroll date following the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability)Effective Date. (c) The Executive shall be entitled to three weeks vacation for each fiscal year permitted during the Employment Period to be taken at such time as mutually convenient her employment, if and to the extent eligible, to participate in all group insurance programs and other fringe benefit plans that the Company shall make available to its executive employees. The Executive and will be responsible for $163 payment per month for family health insurance coverage, as such amount may be increased each year in the Company. Unused vacation shall be carried forward according to ordinary course by the Company's policy. In addition, the insurer. (d) The Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d4) On March 4, 2002, Executive weeks of vacation annually. Vacation time shall be granted a stock option for an aggregate of 200,000 shares of accrue in accordance with the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, vacation policies as such Plan shall be in effect from time to time. (ge) Effective on Subject to such policies as may from time to time be established by the Executive's first day Company, the Company shall pay or reimburse the Executive for all reasonable and necessary expenses actually incurred or paid by the Executive in the course of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursementperforming her duties hereunder upon presentation of expense statements or vouchers or such other supporting information as the Company may require. In additionWithout limiting the generality of the foregoing, the Executive will shall be entitled to up fly business class on any international flight that she is requested to $2,500 make by the CEO. (f) The Company acknowledges and agrees that the Executive will continue to reside in the State of California. Notwithstanding her state of residence, the Executive agrees that she shall spend such time as is reasonably requested by the CEO, but in no event more than five (5) days per year for reimbursement of medical expenses not covered by month, at the Company's health planoffices in Miramar, Florida (the "Miramar Offices"). (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation 4.1 EXECUTIVE will be paid a base salary of Ninety Thousand and no/100 Dollars ($90,000.00) per year for his services hereunder during the Employment Period, and subject to all the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by the Compensation Committee each year of the Companyterm of this contract. EXECUTIVE's compensation shall be payable in equal biweekly installments. MWS's Board of Directors from time to timeshall review EXECUTIVE's base salary compensation annually, but in no event at a rate of less than $500,000 per annum ("Base Salary")and may, within its sole discretion, raise EXECUTIVE's base salary based upon EXECUTIVE's performance, MWS's performance or any other criteria it determines is appropriate. (b) The Executive shall be eligible 4.2 MWS shall, to participate the extent permitted by law and the terms of the applicable plans, provide EXECUTIVE with full participation in all bonus, incentive and equity MWS's employee benefit plans that are maintained by under the Company same terms as provided to other executive employees of MWS from time to time in the exclusive discretion of MWS's Board of Directors. Such benefits may include, but are not limited to, a medical and dental plan, disability plan, life insurance plan, and 401(k) plan and a profit sharing plan. MWS is not obligated to provide or continue any of these benefits and may, without any prior notice, discontinue any benefit already provided or as may be provided in the future, within the exclusive discretion of MWS's Board of Directors. 4.3 EXECUTIVE shall be reimbursed for its senior executive authorized traveling and other out-of-pocket business expenses, provided they have been reasonably incurred in the performance of EXECUTIVE's duties for MWS, and do not exceed a gross amount as preapproved by MWS's Board of Directors. EXECUTIVE shall submit to MWS an itemized account detailing the expenses on a form provided to Executive by MWS, accompanied by receipts. MWS reserves the right to reject reimbursement of expense submissions not in compliance with the terms set forth in this Section or which are not in compliance with Internal Revenue Service statutes, rules, regulations or other controlling or interpretive authority. 4.4 EXECUTIVE is entitled to 30 business days of vacation per year upon the same terms and conditions as provided to the other employees of MWS. Vacation time will be scheduled taking into account the EXECUTIVE's duties and obligations at MWS. Sick leave, holiday pay and all other leaves of absence also will be in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the ExecutiveMWS's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability)stated personnel policies. (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation 2.1 The Company shall pay to Executive a salary at an annual base rate of not less than $100,000 for his services hereunder the term hereof, subject to increases of 5% of the prior year’s base annual salary each year beginning January 1, 2009. During Executive’s employment, salary will be paid not less frequently than every two weeks without the prior written consent of Executive. Executive’s annual base rate will be reviewed by the Compensation Committee during December 2009, for purposes of determining whether the Employment Periodnew base salary should be augmented to reflect prevailing market conditions. 2.2 The Company shall also pay to Executive such bonuses as may be determined from time to time by the Compensation Committee. The amount of annual bonus payable to Executive may vary at the discretion of the Compensation Authority; provided, however, that the total bonus shall not exceed 100% of Executive’s annual base rate under Section 2.1 as of the date the bonus is awarded. In determining the annual bonus to be paid to Executive, the Compensation Committee may, among other factors they believe to be appropriate, consider, and subject give varying degrees of importance to, Executive’s contribution to all the provisions hereoffollowing: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed achievement by the Compensation Company of specific identified targets selected by the Committee of the Company's Board of Directors from time to time, but in no event at a rate of less than $500,000 per annum ("Base Salary").; (b) The Executive shall be eligible to participate in all bonus, incentive the attraction and equity plans that are maintained retention of key executive personnel by the Company from time to time for its senior executive employees in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability).; (c) The satisfaction of the Company’s capital requirements; (d) the establishment of strategic direction and significant Company goals; (e) growth in the Company’s per share value; and (f) such other criteria as the Compensation Committee deems to be relevant. 2.3 Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period such insurance and other benefits including, among others, medical and disability coverage and life insurance comparable to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according chief executive officers of companies similar to the Company's policy. In addition, the subject to applicable waiting periods and other conditions which may be generally applicable. 2.4 Executive shall be entitled to ten days paid holidays a four weeks of vacation in each calendar year, including six holidays and four floating holidays. 2.5 The Company will pay or reimburse Executive for all reasonable or otherwise duly authorized transportation, hotel and other expenses incurred by Executive on business trips (dincluding business or first class air travel on scheduled flights of more than five (5) On March 4, 2002, Executive shall be granted a stock option consecutive hours) and for an aggregate of 200,000 shares all other ordinary and reasonable out-of-pocket expenses actually incurred by him in the conduct of the Company's common stock at a price per share equal to the closing price business of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, Company against itemized vouchers submitted with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of respect to any such optionexpenses. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during 5.1 Effective as of November 30, 1998, the Employment Period, and subject to all the provisions hereof: (a) The Company shall pay the ExecutiveEmployee a minimum base salary of TWO HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($225,000) per year, payable in accordance with its normal payroll practices arrears on a monthly basis. The Company may make deductions or withholdings as required by applicable State and subject to required withholdingFederal law, a salary calculated at such rate per annum or as may be fixed or has been consented to by the Compensation Committee Employee. The minimum base salary shall be adjusted on an annual basis (but not reduced below the minimum base salary set forth above in this paragraph) by the Company for purposes of the second, third, and, if applicable, any succeeding year of the Employment due to its extension. 5.2 The Employee shall also be eligible to receive a bonus on an annual basis in an amount of up to ONE HUNDRED THOUSAND DOLLARS ($100,000) per year. Within thirty (30) days after the commencement of the Company's fiscal years, the Employee and the Company's Board of Directors from shall agree in writing upon the specific performance standards and criteria that will be used to determine how the bonus is actually earned. In addition, the Employee and the Company's Board of Directors will also agree at that time as to timethe amount of the actual bonus opportunity of the Employee for the forthcoming fiscal year. 5.3 The Company shall also reimburse the Employee, against receipts or other satisfactory evidence, all reasonable business expenses properly incurred by him in the course of the Employment and in accordance with the Company's rules relating to reimbursement of expenses. 5.4 The Company shall also provide the Employee with paid vacation in accordance with the Company's policies, but in no event at a rate of less than $500,000 twenty (20) days per annum ("Base Salary")annum, to be taken at such time as is mutually agreed between the Employee and the Company. The Employee will not forfeit any paid vacation days that are not taken in any year. (b) 5.5 The Executive Company shall be eligible also afford the Employee certain fringe benefits and perquisites at least equal to participate in all bonus, incentive and equity plans that are maintained those made available by the Company from time to time for its other senior executive employees employees, and in accordance with the terms of such plans at the time of participationand policies, including but not limited to entitlement to holidays, personal leave, sick leave, family leave, medical insurance, disability insurance, dental insurance, and life insurance. The amount Company shall reimburse the Employee for the cost of premiums paid by him to obtain health insurance coverage from his former employer under COBRA during any bonus payable applicable waiting period or preexisting condition limitation period under any such the Company's medical benefit plans. 5.6 The Employee shall also be entitled to receive options to be granted under the Company's stock option plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based Directors. Notwithstanding anything in the foregoing to the contrary, the Employee shall be granted 100,000 stock options on his first day of employment pursuant to Stock Option Agreements attached hereto as Exhibits A and B. The Employee shall also, upon the Executive's achievement attainment of pre-certain performance goals agreed upon objectives. For between the Company's 2002 fiscal yearEmployee and the Board of Directors, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, receive a grant of 25,000 options on the life first anniversary and second anniversary, respectively, of the Executive for the benefit effective date of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability)this Employment Agreement. (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) 5.7 The Company shall reimburse the Executive Employee for reasonable life insurance premiums incurred by the Employee to purchase and maintain during the Term of Employment an individual term life insurance policy on the Employee's life with a $500,000 death benefit, with the beneficiary(ies) on such policy to be selected in accordance the sole discretion of the Employee. 5.8 The Company shall reimburse the Employee for reasonable disability insurance premiums incurred by the Employee to purchase and maintain during the Term of Employment a supplemental individual long term disability policy with its relocation policy for costs incurred in relocating respect to the San Francisco area. Employee that would pay a maximum disability benefit of $325,000 per year (f) After thirty days of employment, the Executive will be eligible after giving effect to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be disability insurance policy that covers the Employee and which is referenced in effect from time to timeSection 5.5). (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder (a) During the Employment Period, Executive’s base salary shall be $380,000 per annum (the “Base Salary”), which salary shall be pro rated based on the number of days elapsed during any partial year and be payable by the Company in regular installments in accordance with the Company’s general payroll practices (in effect from time to time). In addition, during the Employment Period, and subject Executive shall be entitled to all participate in the provisions hereof: (a) The Company shall pay the Executive, Company’s employee benefit programs in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum which Executive participates as may be fixed by the Compensation Committee of the Company's Board date of Directors this Agreement, as amended and as they apply generally to Company employees from time to time, but in no event at a rate of less than $500,000 per annum ("Base Salary")time hereafter. (b) The During the Consultancy Period, subject to the conditions set forth in Section 3(d) below, Executive shall be eligible entitled to participate (i) consulting fees payable at the rate of $380,000 per year, which consulting fees shall be pro rated based on the number of days elapsed during any partial year and be payable by the Company in all bonusregular installments in accordance with the Company’s general payroll practices as in effect from time to time (the “Consulting Fees”), incentive and equity plans that are maintained by (ii) health insurance benefits pursuant to benefit programs as in effect on January 27, 2007, as amended and as they apply to consultants to the Company from time to time thereafter (“Health Benefits”). Notwithstanding the foregoing, Executive shall not be entitled to Health Benefits with respect to any period commencing on or after such time as Executive commences any relationship with a third party if (x) in connection therewith he is eligible to participate in such third party’s health plan (regardless of whether Executive participates in such plan) or (y) such relationship, if recharacterized as an employment relationship, would cause Executive to be eligible to participate in such third party’s health plan. (c) During the Severance Period (as defined below), but only for its senior executive employees so long as no Contract Breach (as defined below) shall have occurred and subject to the conditions set forth in Section 3(d) below, Executive shall be entitled to severance payments at the rate of $380,000 per year, which severance payments shall be pro rated based on the number of days elapsed during any partial year and be payable by the Company in regular installments in accordance with the terms Company’s general payroll practices as in effect from time to time (the “Severance Payments”). (d) Executive shall not in any event be entitled to any Consulting Fees or Health Benefits during the Consultancy Period, or any Severance Payments during the Severance Period, unless (i) within the first 30 days of the Consultancy Period, Executive shall have executed and delivered to the Company the General Release in form and substance as set forth in Exhibit B attached hereto and the General Release shall have become effective, and (ii) each provision of the General Release and each provision of Section 5, Section 6 or Section 7 of this Agreement shall be valid and remain binding on Executive, Executive shall not at any time have claimed in writing that any provision of the General Release or of Section 5, Section 6 or Section 7 of this Agreement is not, or shall have ceased to be, valid and binding on Executive, and Executive shall not have breached any of such plans at the time of participationprovisions. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," Except as determined by the Compensation Committee of specifically provided for in the Company's Board of Directors based upon ’s employee benefit plans or as otherwise expressly required by applicable law, Executive shall not be entitled to any salary, benefits, consulting fees, severance payments or other compensation after the Executive's achievement of pre-agreed upon objectives. For Separation Date except (x) during the Company's 2002 fiscal yearConsultancy Period, such bonus will be prorated if any, Consulting Fees and Health Benefits to reflect the percentage of time worked extent required pursuant to Section 3(b) above, and (y) during such fiscal yearthe Severance Period, andif any, provided that Severance Payments to the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. extent required pursuant to Section 3(c) above. (e) During the Employment Period, the Company shall reimburse Executive for reasonable business expenses incurred by him in the course of performing his duties and responsibilities under this Agreement, and during the Consultancy Period, if any, the Company shall reimburse Executive for reasonable business expenses incurred by him in the course of performing his duties and responsibilities as specifically requested hereafter in writing by the Board or the Company’s chief executive officer. In any event, the Company shall be obligated to reimburse Executive only to the extent consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses, and subject to the Company’s requirements with respect to reporting and documentation of such expenses. (f) In addition to the Base Salary, so long as Executive does not resign from his positions as chief executive officer or president of the Company (other than at the written request of the Board), is not terminated for Cause (as defined below) and otherwise complies with his obligations under this Agreement, Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according receive a bonus pursuant to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option ’s existing bonus plan for an aggregate of 200,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1’s 2006 fiscal year ending January 27, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. 2007 (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to time“Fiscal 2006”). (g) Effective on All amounts payable to Executive as compensation hereunder, whether during or with respect to the Executive's first day of employmentEmployment Period, he will receive health coverageany Consultancy Period or any Severance Period, including medical, dental shall be subject to all required and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered customary withholding by the Company's health planCompany and the Subsidiaries. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during (a) During the Employment Period, and subject to all the provisions hereof: (a) The Company Executive's base salary shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate be $400,000 per annum or such higher rate as the Board may be fixed by the Compensation Committee of the Company's Board of Directors determine from time to time (as so adjusted from time to time, but in no event at a rate of less than $500,000 per annum (the "Base Salary"). (b) The Executive , which salary shall be eligible to participate in all bonus, incentive and equity plans that are maintained payable by the Company from time to time for its senior executive employees in regular installments in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as general payroll practices in effect from time to time. In additionDuring the Employment Period, Executive shall be entitled to participate in all of the Company's employee benefit programs for which senior executive employees of the Company and its Subsidiaries are generally eligible, and Executive shall be entitled to 3 weeks of paid vacation each calendar year in accordance with the Company's policies, which, subject to applicable law, if not taken during any year may not be carried forward to any subsequent calendar year and no compensation shall be payable in lieu thereof. (b) During the Executive's active employmentEmployment Period, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the reimburse Executive for the benefit of his designated beneficiaries all reasonable and documented business expenses incurred by him in the amount course of $750,000 (increased performing his duties and responsibilities under this Agreement which are consistent with the Company's policies in effect from time to $1,000,000 upon evidence time with respect to travel, entertainment and other business expenses, subject to the Company's reasonable requirements with respect to reporting and documentation of insurability)such expenses. (c) The Executive shall be entitled to three weeks vacation for each fiscal year during During the Employment Period Period, as long as the headquarters of the Company is located in the Brevard County area, the Company shall reimburse Executive for reasonable housing in Brevard County area in the amount of up to be taken at such time $3,000 per month and a car allowance in the amount of up to $600 per month. To the extent that the Company reports as mutually convenient income to the Executive and any amounts related to or in respect of the Companyforegoing provisions of this Section 3(c) (each, an “Income Amount”), then the Company shall pay to Executive, coincident with each such reporting of an Income Amount, a gross cash bonus payment in an amount (the “Tax Bonus Amount”) equal to two-thirds of the applicable Income Amount. Unused vacation shall be carried forward according By way of example, if the Company reports $300 as income to the Company's policy. In additionExecutive under this Section 3(c), then the Executive Tax Bonus Amount with respect to such Income Amount shall be entitled equal $200 gross, subject to ten days paid holidays a year, including six holidays and four floating holidayswithholding as set forth in Section 20 hereof. (d) On March 4In addition to the Base Salary, 2002, during the Employment Period Executive shall be granted eligible to receive a performance bonus with respect to each calendar year (or partial calendar year) based upon a bonus plan to be determined annually by the Board (or the compensation committee thereof). Executive shall have an opportunity to earn such an annual bonus, based on criteria that will be presented by the Board (or the compensation committee thereof) to Executive promptly following the first meeting of the Board during each fiscal-year (with the bonus plan for the remainder of calendar year 2014 to be determined and so communicated not later than September 30, 2014) (such criteria, with respect to any calendar year, the “Applicable Plan”). The Company shall use commercially reasonable efforts to pay any annual bonus to which Executive is entitled in accordance with the applicable bonus plan determined by the Board on or before the last day of the fiscal year to which such annual bonus relates, and in no event after March 15th of the calendar year following the fiscal year to which such annual bonus relates or such earlier date as may be necessary to ensure that such bonus is exempt from Code Section 409A (as defined in Section 26(a) hereof) pursuant to Treasury Regulation 1.409A-1(b)(4). > On an annual basis, the level of Executive’s bonus shall be the sum of: 1. Up to 50% of Base Salary, based on Executive’s satisfaction of the criteria specified in the Applicable Plan, as evaluated by the Board in the exercise of its sole discretion, paid 50% in cash and 50% in restricted stock option for an aggregate units of 200,000 shares the Company’s common stock (“restricted stock units”); said restricted stock units shall vest as follows: (a) 50% immediately and (b) the remaining 50% in accordance with 2-year schedule set forth in Section 3(d)(3) below. 2. Up to 100% of Base Salary, based on the Board’s evaluation, in its sole discretion, of the Company's common operating results during such year as measured against criteria specified in the Applicable Plan, paid 25% in cash and 75% in restricted stock units. 3. Bonus restricted stock unit awards. Any restricted stock unit awards pursuant to (1) and (2) above shall be made pursuant to a Restricted Stock Award Agreement, substantially in the form annexed hereto as Exhibit “A”, and shall provide, inter alia, that it shall be priced on the date of bonus payment, and will vest immediately in the case of the restricted stock units described in Section 3(d)(1)(a) above, or in the case of the restricted stock units described in Sections 3(d)(1)(b) and 3(d)(2) above, over a 2-year period, in 2 equal increments on the first two anniversaries of the award (but in the event that a vesting according to the above schedule would be after the fifth anniversary of the Start Date, such vesting shall be accelerated to the last business day proceeding the fifth anniversary of the Start Date). At the Executive’s option, on each vesting date the Executive may sell up to a third of the stock vesting on such date back to the Company, and the Company shall purchase such stock at a price per share equal to the published closing price of the Company's Common Stock ’s publicly traded common shares on such date. In the New York Stock Exchange on March 1event that the Company’s shares are not publicly traded as of such date, 2002the purchase price of such stock shall be equal to its “Fair Market Value,” as of such date. As used herein, exercisable in five equal cumulative installments, with 1/5th being exercisable on each “Fair Market Value” of the firstaforementioned stock shall mean the fair market value thereof as determined in good faith by the Company’s Board of Directors. Notwithstanding the foregoing, secondin the event that the Executive disagrees with the Fair Market Value determined by the Board and notifies the Board of such disagreement within one week of its determination, third, fourth the Executive and fifth anniversary the Board shall mutually select an independent appraiser and such appraiser shall determine the Fair Market Value of the date aforementioned stock, taking into account all relevant circumstances at such time. The Fair Market Value determined by such independent appraiser shall be final and binding on all parties. The fees and expenses of such option. (e) The Company the independent appraiser shall be borne by the Company, provided, however, that if the independent appraiser finally concludes that the Fair Market Value does not exceed the initial Fair Market Value proposed by the Board by more than 10%, then the fees and expenses of the independent appraiser shall instead be borne solely by the Executive, in which case the Executive shall reimburse the Executive in accordance with its relocation policy Company for costs incurred in relocating to any amounts it may previously have paid for the San Francisco areafees and expenses of the independent appraiser. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during Subject to the Employment Period, and subject Executive's adherence to all of his responsibilities under this Agreement and all other agreements with the provisions hereofCompany, the Executive shall be entitled to receive the following compensation and benefits during his employment with the Company: (a) The As compensation for all services to be rendered to the Company by the Executive, the Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, Executive a base salary calculated at such rate per annum as may be fixed by the Compensation Committee of the Company's Board of Directors from time to time, but in no event at a rate of less than $500,000 165,000 per annum (the "Base Salary"). The Executive shall be eligible to receive an annual bonus, subject to the attainment of objective performance goals and other criteria, as determined by the Board in its sole discretion. All such compensation shall be payable in accordance with the payroll and bonus policies of the Company as from time to time in effect, less such deductions as shall be required to be withheld by applicable law and regulations. The Base Salary shall be reviewed by the Company at least annually. The Base Salary shall not be subject to reduction without the consent of the Executive, except that if the Board reduces the salary of all senior managers of the Company, the Base Salary shall be reduced by the same percentage as the percentage reduction in salary of such senior managers. (b) The Executive shall be eligible permitted during his employment, if and to the extent eligible, to participate in all bonus, incentive group insurance programs and equity other fringe benefit plans that are maintained by the Company shall make available to its executive employees. Notwithstanding the foregoing, the Company agrees that from time to time for its senior executive employees in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that date the Executive has been employed by terminates his employment with his current employer until the Company continuously through the date of payment, will be payable in April, 2003. During the Employment PeriodEffective Date, the Executive shall be eligible to participate in all pensionmaintain the coverage under which he is currently insured by his current employer, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of reimburse the Executive for the benefit cost of COBRA payments in respect thereof. The Executive and his designated beneficiaries in family shall be covered under the amount of $750,000 (increased to $1,000,000 upon evidence of insurability)Company's medical insurance program from and after the Effective Date. (c) The Executive shall be entitled to three (3) weeks of vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to annually in accordance with the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, vacation policies as such Plan shall be in effect from time to time. (gd) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will Subject to such policies as may from time to time be entitled to up to $2,500 per year for reimbursement of medical expenses not covered established by the Company's health plan, the Company shall pay or reimburse the Executive for all reasonable and necessary expenses actually incurred or paid by the Executive in the course of performing his duties hereunder upon presentation of expense statements or vouchers or such other supporting information as the Company may require. (he) The Executive is eligible shall relocate to Florida as promptly as practicable after the Effective Date. The Company shall provide the Executive with a reasonable relocation package commensurate with his position and shall pay or reimburse the Executive for his reasonable moving and relocation expenses including the cost of moving household items, airfare for family, house hunting trips, all real estate closing costs and brokers fees (including local and state property or similar taxes or fees incurred as a discount result of 40% the sale of property), as more fully described on catalog Schedule 1 annexed hereto and retail merchandise purchases made a part hereof (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan"Relocation Expenses"), pursuant to which he may defer up to 100% a maximum aggregate amount of his Base Salary and bonus through $70,000. All Transition Costs must be expended by the Company's deferral programExecutive within 18 months after the Effective Date (such Period being hereinafter referred to as the "Transition Period"). (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during the Employment Period, and subject to all the provisions hereof: (a) The Company shall pay to the ExecutiveEmployee, in accordance with its normal payroll practices and subject to required withholdingthe Employee hereby accepts, a salary calculated (the “Base Salary”) at such the rate of C$500,000.00 per annum as annum, less statutory deductions. The Base Salary may be fixed increased from time to time by the Compensation Committee of the Company's Board of Directors from time to timeof the Company during the term of the Agreement and, but in no event at a rate of less than $500,000 per annum ("upon any increase, such increased salary shall then become the Base Salary"). The Base Salary shall be payable in equal monthly installments in arrears. (b) The Executive Employee shall be eligible entitled to participate in the Company’s Executive Management Performance Bonus Plan and in any successor bonus plan. The target bonus level shall be 100% of Base Salary but this may vary between 0% and 200% depending on results and performance. (c) The Company shall reimburse the Employee for all bonusreasonable and documented travel, incentive entertainment and equity other business expenses actually and properly incurred by him in connection to his duties hereunder. The Employee shall render expense accounts requesting reimbursements of his expenses hereunder within a reasonable period of time following such expense and in accordance with such documentation and verification as the Executive Chairman of the Board may from time to time require. (d) The Employee shall be entitled to participate in such of the Company’s benefit and deferred compensation plans as are from time to time available to executive officers of the Company, including medical and dental health plans, life and disability insurance plans, supplemental retirement programs and other fringe benefit plans (provided, however, that are maintained the Employee’s benefits may be modified by the Company or the Employee may be denied participation in any such plan because of a condition or restriction imposed by law or regulation or third-party insurer or other provider relating to participation). (e) The Employee shall be entitled to participate in any and all applicable group savings or retirement plans, or other fringe benefits of the Company as established by the Company from time to time for its senior in which executive employees in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated officers are eligible to reflect the percentage of time worked during such fiscal year, andparticipate, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive Employee shall be eligible to participate in have fulfilled all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time eligibility requirements for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco areabenefits. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan The Employee shall be in effect from time to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per four weeks of paid vacation during each year for reimbursement of medical expenses not covered employment hereunder at such time or times as may be selected by the Company's health plan. (h) The Employee and approved by the Executive is eligible for a discount Chairman of 40% on catalog the board, and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate as are in accordance with the Company's deferred compensation plan, pursuant ’s policies and reasonable operating requirements. The Employee shall be entitled to which he may defer up all public holidays applicable in Canada to 100% a maximum of his Base Salary and bonus through the Company's deferral programten (10) days per annum. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during the Employment Period, and subject to all the provisions hereof: (a) a. The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, Executive a salary calculated at such rate per annum as may be fixed by the Compensation Committee of the Company's Board of Directors from time to time, but in no event at a rate of not less than $500,000 400,000 per annum in accordance with the salary payment practices of the Company. The Board ("Base Salary")or the Compensation Committee) shall review the Executive’s salary at least annually (on or before March 1, 2003, for the first review) and may increase the Executive’s base salary if it determines in its sole discretion that an increase is appropriate. (b) b. The Executive shall be eligible to participate in all bonus, any management incentive and equity plans that are maintained programs established by the Company from time and to time for its senior executive employees in accordance with receive incentive compensation based upon achievement of targeted levels of performance and such other criteria as the terms of such plans at CEO, the time of participation. The amount of any bonus payable under any such plan will be 50% of Board, the Executive's Base Salary at "target," as determined by LLC Board, or the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect may establish from time to time. In addition, during the CEO, the Board, the LLC Board, or the Compensation Committee shall annually consider the Executive's active employment’s performance and determine if any additional bonus is appropriate. c. The Executive shall be eligible for the grant of stock options, restricted stock, and other awards under the Plan. Within thirty (30) days of the Effective Date, as an inducement to the Executive’s entering into this Agreement, the Company shall provide grant the Executive with options to purchase 150,000 shares of the Company’s common stock d. The Executive may participate in all retirement, welfare, deferred compensation, life insuranceand health insurance (including health insurance for the Executive’s spouse and his dependents), with its group term life insurance plan and other benefit plans or otherwiseprograms of the Company now or hereafter applicable to the Executive or applicable generally to executives of the Company or to a class of executives that includes senior executives of the Company; provided, on however, that during any period during the life Term that the Executive is subject to a Disability, and during the 180-day period of physical or mental infirmity leading up to the Executive’s Disability, the amount of the Executive’s compensation provided under this Section 3 shall be reduced by the sum of the amounts, if any, paid to the Executive for the same period under any disability benefit or pension plan of his designated beneficiaries in the amount Company or any of $750,000 (increased to $1,000,000 upon evidence of insurability)its subsidiaries. (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) e. The Company shall reimburse the Executive for travel, seminar, and other expenses related to the Executive’s duties that are incurred and accounted for in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days practices of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during (a) During the Employment Period, Executive's base salary shall be $500,000 per annum, payable by the Company in regular installments in accordance with the Company's general payroll practices, less taxes and other applicable withholdings, and subject to all review and adjustment from time to time by the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by Board or the Compensation Committee of thereof (the Company's Board of Directors "Committee"), in either case, in its discretion (as modified from time to time, but in no event at a rate of less than $500,000 per annum (the "Base Salary"). (b) The Company will provide the Executive with two cash payments totaling $200,000 gross (the "Signing Bonus"); the first $100,000 payment within 30 days after the Commencement Date, the final $100,000 payment six months after Commencement Date, provided, however, that if the Executive resigns his employment without Good Reason or the Company terminates Executive's employment for Cause (as such terms are defined in Section 4), in either event prior to the second anniversary of the Commencement Date, the Executive will repay the net amount of the Signing Bonus immediately upon the end of the Employment Period, and repayment will be prorated after the first anniversary of Commencement Date. (c) In addition, during the Employment Period, Executive shall be entitled to participate in all of the Company's benefit programs for which employees of the Company are generally eligible, subject to the eligibility and participation requirements thereof, including, but not limited to, the following: (i) medical, dental, vision, life and disability insurance, as is generally provided to other employees of the Company; and (ii) eligibility for vacation time in accordance with the policies of the Company as from time to time in effect. (d) During the Employment Period, the Company shall reimburse Executive for all reasonable out-of-pocket expenses incurred by his/her in the course of performing his/her duties and responsibilities under this Agreement which are consistent with the Company's policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company's requirements with respect to reporting and documentation of such expenses. Executive's right to payment or reimbursement for business expenses hereunder will be subject to the following additional rules: (i) no reimbursement of any expense shall affect Executive's right to reimbursement of any other expense in any other taxable year; (ii) the amount of expenses eligible for payment or reimbursement during any calendar year will not affect the expenses eligible for payment or reimbursement in any other taxable year; (iii) payment or reimbursement will be made not later than December 31 of the calendar year following the calendar year in which the expense was incurred or paid, and (iv) the right to payment or reimbursement is not subject to liquidation or exchange for any other benefit. (e) In addition to the Base Salary, Executive will be eligible to receive an annual bonus with a target amount of sixty percent (60%) of the Base Salary, with the actual amount of any such bonus being determined by the Board or the Committee, in either case, in its discretion, based on the achievement of performance goals established annually by the Board or the Committee, as applicable. Any annual bonus payable under this Section 3(e) will be paid no later than March 3151 following the close of the year for which the bonus is earned. (f) Executive shall be eligible to participate in all bonusthe Surgery Partners, incentive and equity plans that are maintained by the Company from time to time for its senior executive employees in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," Inc. 2015 Omnibus Incentive Plan (as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect amended from time to time. In addition, during (the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, "Equity Plan") on the life of the Executive for the benefit of his designated beneficiaries terms and conditions set forth therein and in the amount relevant award agreement unless specifically stated otherwise in this Agreement. Executive will be eligible for annual equity grants under the Equity Plan. The number of $750,000 (increased shares subject to $1,000,000 upon evidence of insurability). (c) The Executive shall each award will be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient determined by reference to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares fair market value of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such optionthe grant of the award. (ei) The Company shall reimburse the Executive Commencing in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employmentcalendar year 2023, the Executive will be eligible for annual equity grants under the Equity Plan. Initially, the targeted equity grant will be $800,000, subject to approval of the Committee, whose approval shall not be included unreasonably withheld, in such forms as determined by the Committee in its discretion. (ii) Subject to approval by the Committee which shall not be unreasonably withheld„ as soon as reasonably practicable following the Commencement Date, the Company shall provide two equity grants under the Equity Plan to the Executive with an aggregate value of $2,000,000 as follows: (1) $1,000,000 in a restricted stock award that vests in three equal annual installments on the first, second and third anniversaries of the grant date and as further specified in the Company's Associate Stock Incentive Plan, as such Plan shall be applicable award agreement; and (2) $1,000,000 in effect from time to timea performance stock unit award that becomes earned and vested based on performance criteria specified in the applicable award agreement. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the All amounts payable to Executive will hereunder shall be entitled subject to up to $2,500 per year for reimbursement of medical expenses not covered all required withholdings by the Company's health plan. . If additional guidance is issued under, or modifications are made to, Section 409A of the Internal Revenue Code of the Internal Revenue Code and the regulations and other interpretive guidance issued thereunder (h) The collectively, "Section 409A"), or any other law affecting payments to be made under this Agreement, Executive is eligible for a discount of 40% on catalog agrees that the Company may take such reasonable actions and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible adopt such reasonable amendments as the Company believes are necessary to participate in ensure continued compliance with the Company's deferred compensation planInternal Revenue Code, pursuant to which he may defer up to 100% of his Base Salary and bonus through including Section 409A. However, the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and Company does not hereby or otherwise represent or warrant that any payments hereunder are or will be charged $100 per month in compliance with Section 409A, and Executive shall be responsible for parkingobtaining his/her own tax advice with regard to such matters.

Compensation and Benefits. As full compensation (a) During the Employment Period, Executive’s base salary shall be $400,000 per annum or such other rate as adjusted by the Board (as increased from time to time and as increased on a calendar year basis consistent with past company practice starting for his services hereunder the calendar year 2024, the “Base Salary”), which salary shall be payable by the Company in regular installments in accordance with the Company’s general payroll practices, less tax and other applicable withholdings. The Base Salary may be adjusted upward or downward by the Board in its discretion from time to time; provided, however, that any reduction in the Base Salary must be proportional to a reduction in the base salary of other similarly situated executive employees of the Company and, in any event, shall not be reduced by more than 10% of such Executive’s then-current Base Salary; provided, further, that no reduction in the Base Salary of Executive pursuant to this Section 3(a) shall occur prior to January 1, 2024. In addition, during the Employment Period, and subject Executive shall be entitled to participate in all the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by the Compensation Committee of the Company's Board ’s benefit programs for which senior executives of Directors from time the Company are generally eligible, subject to time, but in no event at a rate of less than $500,000 per annum ("Base Salary")the eligibility and participation requirements thereof. (b) The Executive shall be eligible to participate in all bonus, incentive and equity plans that are maintained by the Company from time to time for its senior executive employees in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Company shall reimburse Executive shall be eligible to participate for all reasonable travel, meal and entertainment expenses incurred by him in all pension, welfare the course of performing his duties and fringe benefit plans, as well as perquisites, maintained by responsibilities under this Agreement which are consistent with the Company from time to time for its senior executive employees in accordance with their respective terms as Company’s policies in effect from time to time. In additiontime with respect to travel, during the Executive's active employment, the Company shall provide the entertainment and other business expenses that are provided to Executive with life insurance, with its group term life insurance plan in writing (or otherwise, on the life of the Executive for the benefit of his designated beneficiaries as set forth in the amount of $750,000 (increased to $1,000,000 upon evidence of insurabilityemployee handbook). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according , subject to the Company's policy. In addition, the Executive ’s requirements with respect to reporting and documentation of such expenses; provided that each reimbursement hereunder shall be entitled to ten requested in no event later than one year after Executive incurs the expense for which reimbursement is sought and paid as soon as reasonably practicable and in no event later than 30 days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, after Executive shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of requests such option. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Company shall pay directly or reimburse the Executive for legal fees incurred by the Executive in connection with a review of this Agreement by Executive legal counsel prior to January 15, 2023 and up to a total amount of $5,000. (c) In addition to the Base Salary, beginning with respect to the 2023 fiscal year of the Company (with the 2023 bonus payable in 2024), Executive will be entitled eligible to up receive an annual bonus with a target bonus amount equal to $2,500 per year for reimbursement 50% of medical expenses not covered his Base Salary, as determined by the Board, or a committee thereof, based on Executive’s performance and the Company's health plan’s achievement of certain financial, operational and performance targets and other objectives to be established on an annual basis by the Board. The bonus, if any, payable under this Section 3(c) shall be payable within 30 days following receipt of the Company’s audited financial statements for the applicable year, but in no event later than two and a half months following the end of such fiscal year, unless such payment is delayed due to an unforeseeable administrative impracticability, in which case, such bonus will be paid as soon as administratively practicable thereafter, but in no event later than the end of the subsequent calendar year; provided that Executive has not breached any provision of this Agreement or any other agreement with the Company and its Affiliates. (hd) The Subject to Executive’s continuous employment with the Company, Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is will be eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through ’s Restricted Stock Unit Program (the “RSU Program”) under the Company's deferral program. ’s Long-Term Incentive Plan (j) The the “Plan”), which RSU Program contemplates annual grants for executive employees. As described in Executive’s Offer Letter, dated as of January 5, 2023 (the “Offer Letter”), Executive will receive an equity award in early 2023 with an RSU award value equal to $750,000. Fifty percent (50%) of Executive’s 0000 XXX award will vest based upon satisfaction by the Company of Board-established designated financial objectives (Revenue and EBITDA) (“Performance-Based Grants”), and 50% of Executive’s 0000 XXX award will vest according to a $500 per month car allowance and will be charged $100 per month for parking4-year vesting schedule (“Time-Based Grants”).

Compensation and Benefits. As full compensation for his services hereunder during (a) During the Employment Period, Executive's base salary shall be Three Hundred Twelve Thousand Six Hundred and Sixty Six Dollars ($312,666.00) per annum and shall be subject to all the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed review by the Compensation Committee of the Company's Board of Directors Board, after consultation with the Chief Executive Officer, on an annual basis commencing April 1, 2016 (as adjusted from time to time, but in no event at a rate of less than $500,000 per annum (the "Base Salary"), which salary shall be payable by the Company in regular installments in accordance with the Company's general payroll practices (in effect from time to time). In addition, during the Employment Period, Executive shall be entitled to participate in all of the Company's employee benefit programs for which senior executive employees of Parent and its Subsidiaries are generally eligible (assuming Executive and/or her family meet the eligibility requirements of those benefit programs) (the "Senior Executive Benefits"). (b) The Executive shall be eligible to participate in all bonus, incentive and equity plans that are maintained by the Company from time to time for its senior executive employees in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Company shall reimburse Executive for all reasonable business expenses incurred by her in the course of performing her duties and responsibilities under this Agreement, which business expenses are consistent with the Company's policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company's requirements with respect to reporting and documentation of such expenses. (c) In addition to the Base Salary, Executive shall be eligible to participate earn an annual bonus ("Annual Bonus") in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time an amount equal to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life 60 percent of the Executive for Base Salary then in effect, and based upon the benefit achievement by Parent and its Subsidiaries of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation financial and other objectives established for each fiscal year during by the Employment Period Board. Executive will become entitled to receive an Annual Bonus, if any, only if Executive continues to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate employed by Parent or any of 200,000 shares its Subsidiaries through April 1st of the Company's common stock at a price per share equal fiscal year following the fiscal year to which such Annual Bonus relates and such Annual Bonus, if any, will be paid to Executive by the closing price Company on or before April 15th of the Company's Common Stock on fiscal year following the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per fiscal year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral programsuch Annual Bonus relates. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during (a) During the Employment Period, and subject to all the provisions hereof: (a) The Company Executive's base salary shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate be $325,000 per annum or such higher rate as may be fixed by the Compensation Committee of the Company's Board of Directors (the "Compensation Committee") may determine from time to time (as adjusted from time to time, but in no event at a rate of less than $500,000 per annum (the "Base Salary"). (b) The Executive , which salary shall be eligible to participate in all bonus, incentive and equity plans that are maintained payable by the Company from time to time for its senior executive employees in proportionate, bi-weekly installments and in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as general payroll practices in effect from time to time. In addition, during the ExecutiveEmployment Period, Executive shall be entitled to participate in all of the Company's active employmentemployee benefit programs (other than bonuses and other incentive programs, except as otherwise (i) provided herein or (ii) determined by the Board) for which senior executive employees of the Company shall provide the Executive with life insuranceand its Subsidiaries are generally eligible, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The and Executive shall be entitled to three (3) weeks of paid vacation and six (6) days of paid leave for illness each fiscal calendar year during in accordance with the Company's policies. (b) During the Employment Period to be taken at such time as mutually convenient to Period, the Company shall reimburse Executive for all reasonable business expenses incurred by him in the course of performing his duties and responsibilities under this Agreement which are consistent with the Company. Unused vacation shall be carried forward according 's policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company's policy. requirements with respect to reporting and documentation of such expenses. (c) In additionaddition to the Base Salary, during the Employment Period, Executive shall be entitled to ten days paid holidays participate in the Management Incentive Program of the Company, the terms of which for fiscal year 2008 are attached as Exhibit A hereto (the "MIP"), under which Executive may be eligible to receive a yearbonus based upon the achievement of such performance targets and other conditions as stated in the MIP; provided, including six holidays however, that Executive must execute a participant agreement with the Company prior to being deemed a participant in the MIP. Executive's "Participation Date" under the MIP shall be January 2, 2008. The MIP, if any, for future years shall be determined by the Compensation Committee of the Board of Directors. While the company does not guarantee the existence or the terms and four floating holidaysconditions of any incentive plan in future years, participation in any such plans, if any, shall be extended to Executive to an extent commensurate with Executive's position. (d) On March 4, 2002, Executive shall be granted a will receive an option (the "Option") to purchase shares of common stock option for an aggregate of 200,000 shares of the Company's . The number of shares of Company common stock underlying the Option shall be 25,000, at a price the fair market value on the date of this Agreement. Executive will also receive 5000 shares of restricted stock ("Restricted Stock") in the Company. The per share equal to the closing exercise price of the Company's Common Option and the price of the Restricted Stock is determined by the board of directors of the Company following completion of a Company valuation by an independent third party and shall be no less than the fair market value per share of the common stock of the Company on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each grant date. The terms of the first, second, third, fourth and fifth anniversary Option will be as set-forth in the form of the date of such option.Option Agreement attached hereto as Exhibit B. (e) The Company shall reimburse the All amounts payable to Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan compensation hereunder shall be in effect from time subject to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental all required and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered customary withholding by the Company's health planCompany and its Subsidiaries. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during (a) During the Employment Period, Executive’s base salary shall be $450,000 per annum, payable by the Company in regular installments in accordance with the Company’s general payroll practices, less taxes and other applicable withholdings, and subject to all review and adjustment from time to time by the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by Board or the Compensation Committee of thereof (the Company's Board of Directors “Committee”), in either case, in its discretion (as modified from time to time, but in no event at a rate of less than $500,000 per annum ("the “Base Salary"”). (b) Executive will be entitled to participate in all employee benefit plans from time to time in effect for senior executives generally, except to the extent such plans are duplicative of benefits otherwise provided to Executive under this Agreement, subject to the eligibility and participation requirements thereof, including, but not limited to, the following: (i) medical, dental, vision, life and disability insurance, as is generally provided to other employees of the Company; and (ii) eligibility for vacation time and other paid time off, in addition to holidays observed by the Company, in accordance with the policies of the Company as from time to time in effect; provided, however, that Executive shall not have less than 20 days of vacation time per calendar year. Vacation may be taken at such times and intervals as Executive shall determine, subject to the business needs of the Company. (c) During the Employment Period, the Company shall reimburse Executive for all reasonable out-of-pocket expenses incurred by him in the course of performing his duties and responsibilities under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses, including, without limitation, travel to and from Nashville Tennessee and actual temporary living expenses during the period of time prior to Executive’s family’s relocation to the area, all subject to the Company’s requirements with respect to reporting and documentation of such expenses. Executive’s right to payment or reimbursement for business expenses hereunder will be subject to the following additional rules: (i) no reimbursement of any expense shall affect Executive’s right to reimbursement of any other expense in any other taxable year; (ii) the amount of expenses eligible for payment or reimbursement during any calendar year will not affect the expenses eligible for payment or reimbursement in any other taxable year; (iii) payment or reimbursement will be made not later than December 31 of the calendar year following the calendar year in which the expense was incurred or paid, and (iv) the right to payment or reimbursement is not subject to liquidation or exchange for any other benefit. (d) In addition to the Base Salary, Executive will be eligible to receive an annual bonus (the “Annual Bonus”). The target Annual Bonus will be seventy-five percent (75%) of the Base Salary, with the actual amount of any such bonus being determined by the Board or the Committee, in either case, in its discretion, based on the achievement of performance goals previously established annually by the Board or the Committee, as applicable. Any Annual Bonus payable under this Section 3(d) will be paid no later than March 15th following the close of the year for which the bonus is earned. (e) Executive shall be eligible to participate in all bonusthe Surgery Partners, incentive and equity plans that are maintained by the Company Inc. 2015 Omnibus Incentive Plan (as amended from time to time time) (“Plan”) on terms and conditions set forth therein and in the relevant award agreement unless specifically stated otherwise in this Agreement, and will, starting in 2019, be eligible for its senior executive employees annual equity grants under the Plan, in accordance with the terms of such plans at the time of participation. The an annual target amount of any bonus payable under any such plan will be 50% $500,000 (subject to approval of the Executive's Base Salary at "target," Board (or an authorized committee thereof), in such forms as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable or its designee in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to timediscretion. In addition, during subject to approval by the Executive's active employmentBoard (or an authorized committee thereof), as soon as reasonably practicable following the Commencement Date, the Company shall provide the grant to Executive with life insuranceequity in an amount representing $500,000 as follows: (i) a restricted stock award, with its group term life insurance plan or otherwise, on the life number of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient shares subject to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal to award determined by dividing $250,000 by the closing price of the Company's Common Stock a share of Company common stock on the New York Stock Exchange on March 1, 2002, exercisable date of grant and with such shares vesting in five three equal cumulative installments, with 1/5th being exercisable annual installments on each of the first, second, thirdand third anniversaries of the grant date on the terms and conditions set forth in the Plan and the applicable award agreement, fourth the execution of which shall be a condition to the award, and fifth anniversary (ii) a performance stock unit (“PSU”) award, with the number of shares subject to the award determined by dividing $250,000 by the closing price of a share of Company common stock on the date of grant and such option. units shall be earned and vest on the terms and conditions set forth in the Plan and the applicable award agreement, the execution of which shall be a condition to the award. In addition, on or as soon as reasonably practicable following the Commencement Date, and subject to approval by the Board (e) The or an authorized committee thereof), the Company shall reimburse grant to Executive a leveraged performance unit (“LPU”) award, with a target number of units equal to 29,603 shares of Company common stock under the Executive Plan, which shall be earned and vest on the terms and conditions set forth in accordance with its relocation policy for costs incurred in relocating the Plan and the applicable award agreement, the execution of which shall be a condition to the San Francisco areaaward. (f) After thirty days The Company will pay or reimburse Executive for his reasonable expenses of employmentrelocating from Hartford, the Executive will be eligible Connecticut to be included in a location that is a reasonable commuting distance from the Company's Associate Stock Incentive Plan’s principal executive officers in Brentwood, Tennessee, subject to reasonable substantiation and documentation as such Plan shall may be in effect necessary from time to time. The Company will provide Executive with a tax gross-up for applicable federal, state and local taxes paid by him in connection with the relocation expenses described in this Section 3(f), to the extend such expenses are taxable to him. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the All amounts payable to Executive will hereunder shall be entitled subject to up to $2,500 per year for reimbursement of medical expenses not covered all required withholdings by the Company's health plan. . If additional guidance is issued under, or modifications are made to, Section 409A of the Internal Revenue Code of the Internal Revenue Code and the regulations and other interpretive guidance issued thereunder (h) The collectively, “Section 409A”), or any other law affecting payments to be made under this Agreement, Executive is eligible for a discount of 40% on catalog agrees that the Company may take such reasonable actions and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible adopt such reasonable amendments as the Company believes are necessary to participate in ensure continued compliance with the Company's deferred compensation planInternal Revenue Code, pursuant to which he may defer up to 100% of his Base Salary and bonus through including Section 409A. However, the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and Company does not hereby or otherwise represent or warrant that any payments hereunder are or will be charged $100 per month in compliance with Section 409A, and Executive shall be responsible for parkingobtaining his own tax advice with regard to such matters.

Compensation and Benefits. As full compensation for his services hereunder during (a) During the Employment Period, and subject to all the provisions hereof: Executive’s base salary shall be $375,000 per annum (a) The Company shall pay the Executive, as increased or decreased in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by the Compensation Committee of the Company's Board of Directors this Agreement from time to time, but in no event at a rate of less than $500,000 per annum ("the “Base Salary"”). (b) The Executive , which salary shall be eligible to participate in all bonus, incentive and equity plans that are maintained payable by the Company from time to time for its senior executive employees in regular installments in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms ’s general payroll practices as in effect from time to time. Executive’s Base Salary will be subject to review and increase or decrease (but not below the Base Salary in effect on the date of this Agreement increased annually by the CPI) by the Board on or about January 1 of each fiscal year during the Employment Period, it being the Company’s current intention that beginning on or about January 1, 2006, the Board will review the Base Salary with the expectation of annual increases of not less than $25,000 per year. (b) In addition, during the Executive's active employmentEmployment Period, Executive shall be entitled to participate in all of the Company’s employee benefit programs for which senior executive employees of the Company are generally eligible, which shall include benefits regarding disability, health and life insurance at such levels and in such amounts as determined in good faith by the Board (collectively, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability“Benefits”). (c) The Executive shall be entitled to three four (4) weeks of paid vacation each calendar year in accordance with the Company’s policies, which if not taken in any year may not be carried forward to any subsequent calendar year and no compensation shall be payable in lieu thereof. Such vacation will accrue as of January 1 of each year. (d) During the Employment Period, the Company shall reimburse Executive for all reasonable business expenses incurred by him in the course of performing his duties, responsibilities and functions under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of such expenses. (e) In addition to the Base Salary, Executive shall be eligible to receive an annual cash bonus (the “Bonus”) following the end of each fiscal year during the Employment Period to Period. Any such Bonus will be taken at such time determined by the Board in its discretion, 70% based on objective financial performance goals of the Company and its Subsidiaries for the applicable fiscal year and 30% based on the Executive’s performance as mutually convenient to determined by the Executive and the CompanyBoard. Unused vacation The target Bonus for any given fiscal year shall be carried forward according to 60% of Executive’s Base Salary in effect for such year (the Company's policy“Target Bonus”). In additionExcept as otherwise provided in Section 4(b), the Executive Target Bonus would not be payable unless the Company and its Subsidiaries have achieved financial performance targets and such other criteria established by the Board for such year. Any Bonus payable hereunder shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of by the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, general payroll practices as such Plan shall be in effect from time to time. (gf) Effective on During the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In additionEmployment Period, the Company will lease for Executive, or reimburse Executive for the reasonable expense of leasing, an automobile of Executive’s choice; provided that in no event will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan’s obligations under this Section°3(f) exceed $1,000 per month. The payment of such expense shall be subject to the Company’s requirements with respect to reporting and documentation of such expense. (hg) The During the Employment Period, the Company will reimburse Executive is eligible for the reasonable expenses of maintaining a discount of 40% on catalog residence (including reasonable expenses relating to travel and retail merchandise purchases (except meals) in or within a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate reasonable commuting distance from the Company’s chief executive offices, which expenses shall not in the Company's deferred compensation plan, pursuant aggregate exceed $4,000 per month. The payment of such expenses shall be subject to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program’s requirements with respect to reporting and documentation of such expenses. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during (a) During the Employment Period, Executive’s base salary shall be €300,000 per annum and shall be subject to all the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed review by the Compensation Committee of the Company's Board of Directors on an annual basis commencing January 1, 2005 (as adjusted from time to time, but in no event at a rate of less than $500,000 per annum ("the “Base Salary"”), which salary shall be payable by the Company in regular installments in accordance with the Company’s general payroll practices (in effect from time to time) and shall be subject to such withholdings as may be required by law. (b) The Executive shall be eligible to participate in all bonus, incentive and equity plans that are maintained by the Company from time to time for its senior executive employees in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Company shall reimburse Executive shall be eligible to participate for all reasonable business expenses incurred by him in all pension, welfare the course of performing his duties and fringe benefit plans, as well as perquisites, maintained by responsibilities under this Agreement that are consistent with the Company Company’s policies in effect from time to time for its with respect to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of such expenses. (c) In addition to the Base Salary, during the Employment Period, Executive will be eligible to earn an annual bonus of up to €600,000 (subject to such withholdings as may be required by law) per annum based on the assessment of the compensation committee of the Board (the “Compensation Committee”) with respect to Executive’s performance during such year as measured against performance targets to be agreed between the Board and Executive on an annual basis. (d) Furthermore, so long as the Executive remains employed as the Chief Executive Officer of the Company, the Company will pay Executive, on January 31st of each year, commencing January 31st, 2005, an aggregate amount equal to the sum of: (1) the benefit that the Executive would otherwise accrue if Executive were eligible to participate on the same basis as other senior executive employees of the Company in the Company’s salaried pension plan and supplemental retirement plan, provided that for the purposes of such calculation no statutory or plan compensation maximum limits shall apply and Executive shall be deemed to have a base salary equal to the Base Salary plus €100,000 (or any other amount as agreed to in writing by the Company and the Executive); plus (2) the amount of $6,500 for the 2005 payment, $7,000 for the 2006 payment, $7,500 for the 2007 payment, and $7,500 indexed for inflation for years after 2007. With reference to payments made under the preceding sentence, if prior to March 3, 2009 Executive’s employment is either terminated by the Company or Executive resigns from his position as the Chief Executive Officer of the Company, in either case for any reason other than the Company is declared insolvent or bankrupt in any federal or state bankruptcy or insolvency proceeding, then Executive shall owe and pay the Company a cash amount equal to the aggregate payments (net of deductions made by the Company for federal, state, local or foreign withholding taxes, excise tax, employment taxes, or any other deductions or withholdings) made by the Company under this paragraph 4(d); provided that if Employee is employed as the Chief Executive Officer of the Company on the applicable date in the column immediately below, Employee shall not be obligated to the Company for more than the applicable percentage of payments made under clause (2) of the preceding sentence: 2005 80% 2006 60% 2007 40% 2008 20% 2009 and thereafter 0% All payments made by the Company pursuant to this paragraph 4(d) shall be paid in accordance with their respective terms as the Company’s general payroll practices (in effect from time to time. In addition, during the Executive's active employment, the Company ) and shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased be subject to $1,000,000 upon evidence of insurability)such withholdings as may be required by law. (ce) The Executive shall be entitled to three four paid weeks of vacation for each fiscal per year during the Employment Period (excluding the Rxxxx Days), to be accrued and taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive in accordance with its relocation the Company’s normal vacation policy for costs incurred in relocating applicable to the San Francisco areasenior executive employees. (f) After thirty days Executive hereby opts out of employmentall of the Company’s and its Subsidiaries’ employee benefit plans, the programs, arrangements, and agreements for which Executive will may otherwise be eligible to be included in and releases the Company's Associate Stock Incentive Plan, as such Plan shall be in effect Company and its Subsidiaries from time to timeany obligations related thereto and waives any claims thereunder or related thereto. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during the Employment Period, and subject to all the provisions hereof: (a) The Company shall During the Employment Term, in consideration for the full and complete performance by Employee of his duties and obligations under this Agreement, the Corporation agrees to pay Employee a salary (“Base Salary”) at the Executive, rate of $357,000 per year payable in accordance with the Corporation’s regular pay intervals for its normal payroll practices executive officers or in such other manner as shall be mutually agreeable to Employee and subject to required withholding, a salary calculated at such rate per annum as may be fixed by the Corporation. The Executive Compensation Committee of the Company's Corporation’s Board of Directors may, in its discretion, at any time and from time to time, but increase the Base Salary for Employee and grant Employee other compensation in no event addition to that provided for hereby (in that regard, consistent with past practices, Employee will be considered by the Corporation for a salary increase and annual bonus compensation at the same time as the other executive officers of the Corporation are considered for a rate of less than $500,000 per annum ("salary increase and such bonus compensation). The Base Salary")Salary described herein and other amounts payable to Employee hereunder are, in each case, a gross amount, and Employee acknowledges and agrees that the Corporation shall be required to withhold, and such Base Salary and other amounts shall be reduced by, applicable federal, state and local taxes, FICA, unemployment compensation taxes and other required taxes, assessments and withholdings. (b) The Executive During the Employment Term, Employee shall be eligible entitled to participate in all bonusany retirement, incentive medical payment, disability, health or life insurance and equity other benefit plans and arrangements which may be or become available to executive officers of the Corporation in general; provided, that are maintained Employee shall be required to comply with the conditions attendant to coverage by such plans and arrangements and shall comply with, and be entitled to benefits only in accordance with, the terms and conditions of such plans and arrangements. (c) Employee shall be entitled to reimbursement for such expenses reasonably incurred by him in furtherance of the business of the Corporation and in the performance of his duties hereunder, on an accountable basis with such substantiation as the Corporation may at the time require from its executive officers. (d) During the Employment Term, the Corporation shall provide to Employee a leased automobile for his use, at a gross cost to the Corporation of not more than $1,500 per month. (e) Employee shall be entitled to four (4) weeks vacation in each year during the Employment Term. Such vacation shall be taken at such time or times as may be mutually agreed upon by the Company from time to time for its senior executive employees Corporation and Employee and in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% vacation policies and procedures for employees of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms Corporation as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder (a) Effective March 27, 2022, during the Employment Period, Executive’s base salary shall increase from $420,000 to $535,000 per annum, payable by the Company in regular installments in accordance with the Company’s general payroll practices, less taxes and other applicable withholdings, and subject to all review and adjustment from time to time by the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by Board or the Compensation Committee of thereof (the Company's Board of Directors “Committee”), in either case, in its discretion (as modified from time to time, but in no event at a rate of less than $500,000 per annum ("the “Base Salary"”). (b) The In addition, during the Employment Period, Executive shall be entitled to participate in all of the Company’s benefit programs for which employees of the Company are generally eligible, subject to the eligibility and participation requirements thereof, including, but not limited to, the following: (i) medical, dental, vision, life and disability insurance, as is generally provided to other employees of the Company; and (ii) eligibility for vacation time in accordance with the policies of the Company as from time to time in effect. (iii) participation in the existing Symbion, Inc. supplemental Executive Retirement Plan, or its equivalent or a successor plan, with a minimum of a two percent (2%) match for executive. (c) During the Employment Period, the Company shall reimburse Executive for all reasonable out-of-pocket expenses incurred by his/her in the course of performing his/her duties and responsibilities under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of such expenses. Executive’s right to payment or reimbursement for business expenses hereunder will be subject to the following additional rules: (i) no reimbursement of any expense shall affect Executive’s right to reimbursement of any other expense in any other taxable year; (ii) the amount of expenses eligible for payment or reimbursement during any calendar year will not affect the expenses eligible for payment or reimbursement in any other taxable year; (iii) payment or reimbursement will be made not later than December 31 of the calendar year following the calendar year in which the expense was incurred or paid, and (iv) the right to payment or reimbursement is not subject to liquidation or exchange for any other benefit. (d) In addition to the Base Salary, Executive will be eligible to receive an annual bonus of eighty percent (80%) of the Base Salary, with the actual amount of any such bonus being determined by the Board or the Committee, in either case, in its discretion, based on the achievement of performance goals established annually by the Board or the Committee, as applicable. Any annual bonus payable under this Section 3(d) will be paid no later than March 31st following the close of the year for which the bonus is earned. (e) Executive shall be eligible to participate in all bonusthe Surgery Partners, incentive and equity plans that are maintained by the Company Inc. 2015 Omnibus Incentive Plan (as amended from time to time for its senior executive employees time, (the “Equity Plan”) on terms and conditions set forth therein and in accordance with the terms of such plans at the time of participationrelevant award agreement unless specifically stated otherwise in this Agreement. The amount of any bonus payable under any such plan Executive will be 50% eligible for annual equity grants under the Equity Plan. Initially, the targeted equity grant will be $800,000, subject to approval of the Executive's Base Salary at "target," Board (or an authorized committee thereof), in such forms as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable or its designee in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco areadiscretion. (f) After thirty days of employment, the All amounts payable to Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan hereunder shall be in effect from time subject to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered all required withholdings by the Company's health plan. . If additional guidance is issued under, or modifications are made to, Section 409A of the Internal Revenue Code of the Internal Revenue Code and the regulations and other interpretive guidance issued thereunder (h) The collectively, “Section 409A”), or any other law affecting payments to be made under this Agreement, Executive is eligible for a discount of 40% on catalog agrees that the Company may take such reasonable actions and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible adopt such reasonable amendments as the Company believes are necessary to participate in ensure continued compliance with the Company's deferred compensation planInternal Revenue Code, pursuant to which he may defer up to 100% of his Base Salary and bonus through including Section 409A. However, the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and Company does not hereby or otherwise represent or warrant that any payments hereunder are or will be charged $100 per month in compliance with Section 409A, and Executive shall be responsible for parkingobtaining his/her own tax advice with regard to such matters.

Compensation and Benefits. As full compensation for his services hereunder during (a) During the Employment Period, Executive’s base salary shall be $515,000 per annum, payable by the Company in regular installments in accordance with the Company’s general payroll practices, less taxes and other applicable withholdings, and subject to all review and adjustment from time to time by the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by Board or the Compensation Committee of thereof (the Company's Board of Directors “Committee”), in either case, in its discretion (as modified from time to time, but in no event at a rate of less than $500,000 per annum ("the “Base Salary"”). (b) The In addition, during the Employment Period, Executive shall be entitled to participate in all of the Company’s benefit programs for which employees of the Company are generally eligible, subject to the eligibility and participation requirements thereof, including, but not limited to, the following: (i) medical, dental, vision, life and disability insurance, as is generally provided to other employees of the Company; and (ii) eligibility for vacation time in accordance with the policies of the Company as from time to time in effect. (c) During the Employment Period, the Company shall reimburse Executive for all reasonable out-of-pocket expenses incurred by his/her in the course of performing his/her duties and responsibilities under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of such expenses. Executive’s right to payment or reimbursement for business expenses hereunder will be subject to the following additional rules: (i) no reimbursement of any expense shall affect Executive’s right to reimbursement of any other expense in any other taxable year; (ii) the amount of expenses eligible for payment or reimbursement during any calendar year will not affect the expenses eligible for payment or reimbursement in any other taxable year; (iii) payment or reimbursement will be made not later than December 31 of the calendar year following the calendar year in which the expense was incurred or paid, and (iv) the right to payment or reimbursement is not subject to liquidation or exchange for any other benefit. (d) In addition to the Base Salary, Executive will be eligible to receive an annual bonus of seventy-five percent (75%) of the Base Salary, with the actual amount of any such bonus being determined by the Board or the Committee, in either case, in its discretion, based on the achievement of performance goals established annually by the Board or the Committee, as applicable. Any annual bonus payable under this Section 3(d) will be paid no later than March 31st following the close of the year for which the bonus is earned. (e) Executive shall be eligible to participate in all bonusthe Surgery Partners, incentive and equity plans that are maintained by the Company Inc. 2015 Omnibus Incentive Plan (as amended from time to time for its senior executive employees time, (the “Equity Plan”) on terms and conditions set forth therein and in accordance with the terms of such plans at the time of participationrelevant award agreement unless specifically stated otherwise in this Agreement. The amount of any bonus payable under any such plan Executive will be 50% eligible for annual equity grants under the Equity Plan. Initially, the targeted equity grant will be $800,000, subject to approval of the Executive's Base Salary at "target," Board (or an authorized committee thereof), in such forms as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable or its designee in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to timediscretion. In addition, during subject to approval by the Executive's active employmentCommittee or its designee, as soon as reasonably practical following the Commencement Date, the Company shall provide grant under the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient Equity Plan to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for equity with an aggregate value of $200,000 shares of as follows: (1) a restricted stock award that becomes vested in three equal annual installments following the Company's common grant date; and (2) a performance stock at a price per share equal to unit award that becomes earned and vested based on performance criteria specified in the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco areaaward. (f) After thirty days of employment, the All amounts payable to Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan hereunder shall be in effect from time subject to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered all required withholdings by the Company's health plan. . If additional guidance is issued under, or modifications are made to, Section 409A of the Internal Revenue Code of the Internal Revenue Code and the regulations and other interpretive guidance issued thereunder (h) The collectively, “Section 409A”), or any other law affecting payments to be made under this Agreement, Executive is eligible for a discount of 40% on catalog agrees that the Company may take such reasonable actions and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible adopt such reasonable amendments as the Company believes are necessary to participate in ensure continued compliance with the Company's deferred compensation planInternal Revenue Code, pursuant to which he may defer up to 100% of his Base Salary and bonus through including Section 409A. However, the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and Company does not hereby or otherwise represent or warrant that any payments hereunder are or will be charged $100 per month in compliance with Section 409A, and Executive shall be responsible for parkingobtaining his/her own tax advice with regard to such matters.

Compensation and Benefits. As full compensation for his services hereunder during (a) During the Employment Period, and subject to all the provisions hereof: Executive’s base salary shall be two hundred fifty thousand U.S. dollars (a$250,000) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum or such higher rate as the Board may be fixed by the Compensation Committee of the Company's Board of Directors determine from time to time (as adjusted from time to time, but in no event at a rate of less than $500,000 per annum ("the “Base Salary"”). (b) The Executive , which salary shall be eligible to participate in all bonus, incentive and equity plans that are maintained payable by the Company from time to time for its senior executive employees in regular installments in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as ’s general payroll practices in effect from time to time. In addition, during addition to the Executive's active employmentBase Salary, the Company Board shall provide award a bonus to Executive following the Executive with life insurance, with its group term life insurance plan or otherwise, on the life end of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and based upon the Company. Unused vacation ’s operating results during such year (which bonus shall be carried forward according in an amount equal to 45% of the Base Salary upon the achievement of EBITDA consistent with the minimum EBITDA required by the Company’s then-current senior secured credit facility and which may be higher or lower based on the achievement of financial targets established on an annual basis by the Board in consultation with management). Payment of any bonus with respect to a fiscal year of the Company which may become due under this Agreement shall be made in the calendar year following the calendar year in which such fiscal year ends. (b) During the Employment Period, the Company shall reimburse Executive for all reasonable business expenses incurred by him in the course of performing his duties and responsibilities under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company's policy. ’s requirements with respect to reporting and documentation of such expenses. (c) In additionaddition to the Base Salary, the Executive shall be entitled to ten the following benefits during the Employment Period, unless otherwise modified by the Board: (i) participation in the Company’s health and welfare benefits on the same basis as the other members of the Company’s senior management; and (ii) a maximum of twenty (20) days paid holidays a year, including six holidays and four floating holidaysof personal time off each year with salary. (d) On March 4, 2002, All amounts payable to Executive hereunder shall be granted a stock option for an aggregate of 200,000 shares of subject to all required and customary withholding by the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth Company and fifth anniversary of the date of such optionits Subsidiaries. (e) The Company Executive shall reimburse be entitled to participate in the Executive Company’s 401(k) Plan in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Planterms and provisions and applicable law, as such Plan shall the same may be in effect changed, amended or terminated from time to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during the Employment Period, and subject to all the provisions hereof: (a) 2.1 The Company shall pay to Executive a base salary ("Salary") at the aggregate rate of $200,000 per annum during the Employment Term (as such term is defined in Section 3.1, below). Executive's Salary shall be paid in equal, periodic installments, in accordance with its the Company's normal payroll practices procedures and shall be subject to required withholdingwithholding taxes and other normal payroll deductions. 2.2 The Company may award Executive a bonus (the "Bonus") at the sole discretion of the Board, a salary calculated at which Bonus shall be determined based upon Executive's performance and the Company's performance generally. Notwithstanding the foregoing, Executive understands that the Company is not obligated under any circumstances, to award any such rate per annum Bonus. 2.3 The Company shall annually review Executive's performance. Based upon such review and such other factors as the Company may consider, the Company may determine to increase Executive's salary. Notwithstanding the foregoing, Executive understands that the Company is not obligated under any circumstances, to award any such increase in salary. 2.4 Executive shall be fixed by the Compensation Committee entitled to such medical, dental and disability insurance which is no less favorable than generally afforded to other senior executives of the Company's Board , subject to applicable waiting periods and other conditions. Executive shall be entitled to five weeks of Directors vacation in each employment year and to a reasonable number of other days off for religious and personal reasons. Executive acknowledges that the Company may, from time to time, but apply for and take out in its own name and at its expense, life, health, disability, accident or other insurance, including key man insurance, upon Executive that the Company may deem necessary and advisable to protect its interests hereunder; and Executive agrees to submit to any medical or other reasonable examination necessary for such purpose and to assist and cooperate with the Company in procuring such insurance; and Executive acknowledges that he shall have no event at right, title or interest in or to such insurance. 2.5 The Company will award Executive a rate Restricted Stock Award of less than $500,000 per annum 856,000 shares of Pre-Cell Common Stock on April 1, 2000 (the "Base SalaryRestricted Shares"). . Executive's rights to the Restricted Shares will vest twenty percent (b20%) The on October 1, 2000, thirty percent (30%) on January 1, 2001 and the remaining fifty percent (50%) on April 1,2001. Upon each vesting, Executive shall will be eligible provided the option of meeting the resulting tax withholding requirement by surrendering to participate in all bonus, incentive and equity plans that are maintained by the Company from time to time for its senior executive employees in accordance with the terms sufficient number of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on whose market value equals the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each withholding amount. Executive shall not have any of the first, second, third, fourth and fifth anniversary rights of a stockholder with respect to the date of Restricted Shares until such option. (e) The Company shall reimburse the Executive shares have vested in accordance with its relocation policy for costs incurred in relocating to the San Francisco areaschedule set forth herein. (f) After thirty days of employment2.6 The Company will pay or reimburse Executive for all transportation, the hotel and other expenses reasonably incurred by Executive will be eligible to be included on business trips and for all other ordinary and reasonable out-of-pocket expenses actually incurred by him in the Company's Associate Stock Incentive Plan, as conduct of the business of the Company against itemized vouchers submitted with respect to any such Plan shall be expenses approved in effect from time to timeaccordance with customary procedures. (g) Effective on the Executive's first day of employment, he 2.7 The Company will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the pay Executive will be entitled to up a monthly automobile allowance equal to $2,500 1,000.00 per year for reimbursement of medical expenses not covered by the Company's health planmonth. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during Subject to the Employment Period, and subject Executive's adherence to all of his responsibilities under this Agreement and all other agreements with the provisions hereofCompany, the Executive shall be entitled to receive the following compensation and benefits during his employment with the Company: (a) The As compensation for all services to be rendered to the Company by the Executive, the Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, Executive a base salary calculated at such rate per annum as may be fixed by the Compensation Committee of the Company's Board of Directors from time to time, but in no event at a rate of less than $500,000 135,000 per annum (the "Base Salary"). The Base Salary shall be increased to a rate of $175,000 per annum upon consummation of the Contemplated Transactions. The Executive shall be eligible to receive an annual bonus, subject to the attainment of objective performance goals and other criteria, as determined by the Board in its sole discretion. All such compensation shall be payable in accordance with the payroll and bonus policies of the Company as from time to time in effect, less such deductions as shall be required to be withheld by applicable law and regulations. The Base Salary shall be reviewed by the Company at least annually; provided, however, that in the event the Base Salary is increased to $175,000 as described above, the first such review shall be at the end of fiscal year 2006. The Base Salary shall not be subject to reduction without the consent of the Executive, except that if the Board reduces the salary of all senior managers of the Company, the Base Salary shall be reduced by the same percentage as the percentage reduction in salary of such senior managers. (b) The Executive shall be eligible permitted during his employment, if and to the extent eligible, to participate in all bonus, incentive group insurance programs and equity other fringe benefit plans that are maintained by the Company from time to time for its senior executive employees in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with make available to its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability)executive employees. (c) The Executive shall be entitled to three (3) weeks of vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to annually in accordance with the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, vacation policies as such Plan shall be in effect from time to time. (gd) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will Subject to such policies as may from time to time be entitled to up to $2,500 per year for reimbursement of medical expenses not covered established by the Company's health plan. (h) The , the Company shall pay or reimburse the Executive is eligible for a discount of 40% on catalog all reasonable and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The necessary expenses actually incurred or paid by the Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he course of performing his duties hereunder upon presentation of expense statements or vouchers or such other supporting information as the Company may defer up to 100% of his Base Salary and bonus through the Company's deferral programrequire. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during the Employment Period, and subject to all the provisions hereof: (a) 2.1 The Company shall pay to Executive a base salary ("Salary") at the aggregate rate of $150,000 per annum during the Employment Term (as such term is defined in Section 3.1, below). Executive's Salary shall be paid in equal, periodic installments, in accordance with its the Company's normal payroll practices procedures and shall be subject to required withholdingwithholding taxes and other normal payroll deductions. 2.2 The Company may award Executive a bonus (the "Bonus") at the sole discretion of the Board, a salary calculated at which Bonus shall be determined based upon Executive's performance and the Company's performance generally. Notwithstanding the foregoing, Executive understands that the Company is not obligated under any circumstances, to award any such rate per annum Bonus. 2.3 The Company shall annually review Executive's performance. Based upon such review and such other factors as the Company may consider, the Company may determine to increase Executive's salary. Notwithstanding the foregoing, Executive understands that the Company is not obligated under any circumstances, to award any such increase in salary. 2.4 Executive shall be fixed by the Compensation Committee entitled to such medical, dental and disability insurance which is no less favorable than generally afforded to other senior executives of the Company's Board , subject to applicable waiting periods and other conditions. Executive shall be entitled to five weeks of Directors vacation in each employment year and to a reasonable number of other days off for religious and personal reasons. Executive acknowledges that the Company may, from time to time, but apply for and take out in its own name and at its expense, life, health, disability, accident or other insurance, including key man insurance, upon Executive that the Company may deem necessary and advisable to protect its interests hereunder; and Executive agrees to submit to any medical or other reasonable examination necessary for such purpose and to assist and cooperate with the Company in procuring such insurance; and Executive acknowledges that he shall have no event at a rate of less than $500,000 per annum ("Base Salary")right, title or interest in or to such insurance. (b) 2.5 The Company will pay or reimburse Executive shall be eligible to participate for all transportation, hotel and other expenses reasonably incurred by Executive on business trips and for all other ordinary and reasonable out-of-pocket expenses actually incurred by him in all bonus, incentive and equity plans that are maintained by the conduct of the business of the Company from time against itemized vouchers submitted with respect to time for its senior executive employees any such expenses approved in accordance with the terms of such plans at the time of participation. customary procedures. 2.6 The amount of any bonus payable under any such plan company will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the pay Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased a monthly automobile allowance equal to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year 1,250 per month during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidaysTerm. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his For all services hereunder during rendered by Employee pursuant to this Agreement, the Employment Period, and subject to all the provisions hereofCompany shall compensate Employee as follows: (a) The Company shall pay the ExecutiveAs annual compensation for Employee's services hereunder, in accordance with its normal and commercially reasonable payroll practices and subject practices, the Company agrees to required withholding, a pay Employee during the Employment Period an initial base salary calculated at such rate of $150,000 per annum as may be fixed by the Compensation Committee of the Company's Board of Directors from time to time, but payable in no event arrears at a rate of less than $500,000 per annum ("Base Salary")12,500.00 on the last day of each month. (b) The Executive Employee shall be eligible entitled to participate in all bonus, any bonus program or other incentive and equity plans that are maintained compensation or retirement programs established by the Company from time to time for its senior executive employees in accordance with the terms of such plans at the time of participationCompany. The amount of any bonus payable under any such plan will shall be 50% determined in the sole discretion of the Executive's Base Salary at "target," as determined by board of directors or compensation committee, taking into consideration the Compensation Committee growth and profitability of the Company's Board , the contribution of Directors based upon Employee to the Executive's achievement business and operations of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage performance of time worked during such fiscal year, and, provided that the Executive has been employed Employee measured against budgets and performance goals established by the Company continuously through the date of paymentCompany, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability)other factors deemed relevant. (c) The Executive Employee shall be entitled to three weeks vacation and sick leave in accordance with the general policy of the Company for each fiscal year during the Employment Period executive level employees, but in any case not less than eight (8) paid Federal Holidays, fifteen (15) paid vacation days per annum, and up to five (5) personal days for use as sick days or for other personal obligations per annum. Vacations shall be taken by Employee at such a time as and with starting and ending dates mutually convenient to the Executive Company and the CompanyEmployee. Unused vacation Any Federal Holiday which Employee does not take shall be carried forward according converted into an additional vacation day. Vacation days or portions of vacation days not used in one employment year shall carry over to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a succeeding employment year, including six holidays and four floating holidaysbut shall thereafter expire if not used within such succeeding year. (d) On March 4The Company shall promptly reimburse Employee for all proper expenses incurred by him on behalf of the Company in the performance of his duties hereunder in accordance with the commercially reasonable policies and procedures established by the Company prior to Employee incurring said expenses. In any event, 2002, Executive the Employee shall be granted authorized and as such, limited to incur or expense a stock option maximum of $3,500.00 for an aggregate of 200,000 shares any single item or expenditure. Any expenditure exceeding $3,500.00 shall require the approval of the Company's common stock at a price per share equal to the closing price Chief Executive Officer, Chairman of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each Board or Chief Financial Officer of the first, second, third, fourth and fifth anniversary of the date of such optionEmployer. (e) The Company shall reimburse provide Employee with health and medical insurance policies, and other benefits on no worse terms than those offered to any other person by the Executive in accordance Company. The Company shall additionally provide to Employee incentive, retirement, pension, profit sharing, stock option, or other employee benefit plans, which are consistent with and similar to such plans provided by the Company to its relocation policy for costs incurred in relocating to the San Francisco areadirectors, officers, and executive level employees generally. (f) After thirty days The Company shall withhold from Employee's compensation hereunder all proper federal and state payroll and income taxes on compensation paid to Employee and shall in every pay period provide an accounting to Employee for such amounts withheld. The Company acknowledges that Employee is a resident alien and a resident of employmentNevada, and the Executive Company will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to timecomply with all federal and state rules and regulations concerning employees with this status. (g) Effective on To the Executive's first day extent the Company offers benefits to the spouses of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In additionemployees, the Executive will be entitled Company shall offer the same benefits to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health planEmployee. (h) The Executive Should the Employee receive options to purchase shares of the Company's common stock under the Company's incentive stock option plan, such shares shall be exercisable and vest quarterly over a three year pro rata period coinciding with the Employer's annual operating year. Such incentive stock options shall be exercisable for three years from the date of issuance, and fifty percent (50%) of unvested options shall vest immediately upon the consummation of a Change of Control, as such term is eligible for a discount defined in the immediately following sentence. As used in this Agreement, the term "Change of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. Control" shall mean (i) The Executive is eligible any transaction or series of transactions in which any person or group (within the meaning of Rule 13d-5 under the Exchange Act and Sections 13(d) and 14(d) of the Exchange Act) becomes the direct or indirect "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), by way of a stock issuance, tender offer, merger, consolidation, other business combination or otherwise, of greater than 50% of the total voting power entitled to participate vote in the election of directors of Company (including any transaction in which Company becomes a wholly owned or majority owned subsidiary of another corporation), (ii) any merger or consolidation or reorganization in which Company does not survive, (iii) any merger or consolidation in which Company survives, but the shares of Company's deferred compensation planCommon Stock outstanding immediately prior to such merger or consolidation represent 50% or less of the voting power of Company after such merger or consolidation, pursuant to and (iv) any transaction in which he may defer up to 100more than 50% of his Base Salary and bonus through the Company's deferral programassets are sold. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder (a) Effective March 27, 2022, during the Employment Period, Executive’s base salary shall increase from $410,000 to $450,000 per annum, payable by the Company in regular installments in accordance with the Company’s general payroll practices, less taxes and other applicable withholdings, and subject to all review and adjustment from time to time by the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by Board or the Compensation Committee of thereof (the Company's Board of Directors “Committee”), in either case, in its discretion (as modified from time to time, but in no event at a rate of less than $500,000 per annum ("the “Base Salary"”). (b) The In addition, during the Employment Period, Executive shall be entitled to participate in all of the Company’s benefit programs for which employees of the Company are generally eligible, subject to the eligibility and participation requirements thereof, including, but not limited to, the following: (i) medical, dental, vision, life and disability insurance, as is generally provided to other employees of the Company; and (ii) eligibility for vacation time in accordance with the policies of the Company as from time to time in effect. (iii) participation in the existing Symbion, Inc. supplemental Executive Retirement Plan, or its equivalent or a successor plan, with a minimum of a two percent (2%) match for executive. (c) During the Employment Period, the Company shall reimburse Executive for all reasonable out-of-pocket expenses incurred by his/her in the course of performing his/her duties and responsibilities under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of such expenses. Executive’s right to payment or reimbursement for business expenses hereunder will be subject to the following additional rules: (i) no reimbursement of any expense shall affect Executive’s right to reimbursement of any other expense in any other taxable year; (ii) the amount of expenses eligible for payment or reimbursement during any calendar year will not affect the expenses eligible for payment or reimbursement in any other taxable year; (iii) payment or reimbursement will be made not later than December 31 of the calendar year following the calendar year in which the expense was incurred or paid, and (iv) the right to payment or reimbursement is not subject to liquidation or exchange for any other benefit. (d) In addition to the Base Salary, Executive will be eligible to receive an annual bonus of sixty percent (60%) of the Base Salary, with the actual amount of any such bonus being determined by the Board or the Committee, in either case, in its discretion, based on the achievement of performance goals established annually by the Board or the Committee, as applicable. Any annual bonus payable under this Section 3(d) will be paid no later than March 31st following the close of the year for which the bonus is earned. (e) Executive shall be eligible to participate in all bonusthe Surgery Partners, incentive and equity plans that are maintained by the Company Inc. 2015 Omnibus Incentive Plan (as amended from time to time for its senior executive employees time, (the “Equity Plan”) on terms and conditions set forth therein and in accordance with the terms of such plans at the time of participationrelevant award agreement unless specifically stated otherwise in this Agreement. The amount of any bonus payable under any such plan Executive will be 50% eligible for annual equity grants under the Equity Plan. Initially, the targeted equity grant will be $650,000, subject to approval of the Executive's Base Salary at "target," Board (or an authorized committee thereof), in such forms as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable or its designee in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco areadiscretion. (f) After thirty days of employment, the All amounts payable to Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan hereunder shall be in effect from time subject to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered all required withholdings by the Company's health plan. . If additional guidance is issued under, or modifications are made to, Section 409A of the Internal Revenue Code of the Internal Revenue Code and the regulations and other interpretive guidance issued thereunder (h) The collectively, “Section 409A”), or any other law affecting payments to be made under this Agreement, Executive is eligible for a discount of 40% on catalog agrees that the Company may take such reasonable actions and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible adopt such reasonable amendments as the Company believes are necessary to participate in ensure continued compliance with the Company's deferred compensation planInternal Revenue Code, pursuant to which he may defer up to 100% of his Base Salary and bonus through including Section 409A. However, the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and Company does not hereby or otherwise represent or warrant that any payments hereunder are or will be charged $100 per month in compliance with Section 409A, and Executive shall be responsible for parkingobtaining his/her own tax advice with regard to such matters.

Compensation and Benefits. As full compensation for his services hereunder (a) During the Employment Period, Executive's base salary shall be $525,000 per annum or such higher rate as the Board may determine from time to time (as adjusted from time to time, the "Base Salary"), which salary shall be payable by the Company or one of its Subsidiaries in regular installments in accordance with such entity's general payroll practices (in effect from time to time). During the period beginning on the date of this Agreement and ending December 31, 2005, the Base Salary shall be pro rated on an annualized basis. In addition, during the Employment Period, and subject Executive shall be entitled to participate in all the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by the Compensation Committee of the Company's Board of Directors from time to time, but in no event at a rate of less than $500,000 per annum ("Base Salary"). (b) The Executive shall be eligible to participate in all bonus, incentive and equity plans that are maintained by the Company from time to time employee benefit programs for its which senior executive employees in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003and its Subsidiaries are generally eligible. During the Employment Period, Executive shall also be entitled to five weeks of paid vacation each calendar year in accordance with the Company's policies, which if not taken during any year may not be carried forward, other than with respect to one week per year, to any subsequent calendar year and no compensation shall be payable in lieu thereof. The Company or one of its affiliates or Subsidiaries shall obtain and maintain customary directors and officers' liability insurance coverage covering Executive on terms reasonably satisfactory to the Board. (b) In addition to the Base Salary, Executive shall be eligible for an annual bonus in an amount up to participate 100% of the Base Salary then in all pension, welfare effect following the end of each fiscal year of the Company (ending December 31) based upon the achievement by Executive and fringe benefit plans, as well as perquisites, maintained the Company and its Subsidiaries of budgetary and other objectives set by the Board, in consultation with the Chief Executive Officer and the Chief Operating Officer; provided that with respect to the first year for which Executive is eligible for a bonus, such bonus shall be paid on a pro rata basis based upon that portion of the year that remained after the date hereof. Such bonus shall be paid on or before March 15 of the following year. (c) During the Employment Period, the Company from time to time or one of its Subsidiaries shall reimburse Executive for all reasonable business expenses incurred by him in the course of performing his duties and responsibilities under this Agreement which are consistent with the Company's and its senior executive employees in accordance with their respective terms as Subsidiaries' policies in effect from time to time. In additiontime with respect to travel, during the Executive's active employmententertainment and other business expenses, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according subject to the Company's policy. In addition, the Executive shall be entitled and its Subsidiaries' requirements with respect to ten days paid holidays a year, including six holidays reporting and four floating holidaysdocumentation of such expenses. (d) On March 4, 2002, All amounts payable to Executive as compensation hereunder shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal subject to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth all required and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered customary withholding by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during the Employment Period, and subject to all the provisions hereof: (a) The Company Companies shall compensate and pay Executive for his services during the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by the Compensation Committee term of the Company's Board of Directors from time to time, but in no event this Agreement at a rate minimum base annual salary of less than $500,000 per annum 161,400.00 ("Base Salary"). (b) The Executive shall , which may be eligible to participate in all bonus, incentive and equity plans that are maintained by the Company increased from time to time for its senior executive employees in accordance with such amounts as may be determined by the terms Companies' Board of such plans at the time of participation. The amount of any bonus payable under any such plan will Directors and may not be 50% of decreased without the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to timeexpress written consent. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of addition to his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In additionBase Salary, the Executive shall be entitled to ten days paid holidays receive during the term of this Agreement a year, including six holidays bonus based on such terms and four floating holidaysconditions as are set forth from time to time in the Companies' incentive bonus program (the "Bonus"). The Executive's Base Salary and Bonus are referred to herein as his "Compensation." (db) On March 4, 2002During the term of the Agreement, Executive shall be granted a entitled to participate in and receive the benefits of any pension or other retirement benefit plan, deferred compensation, profit sharing, stock option for an aggregate of 200,000 shares option, management recognition, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Company's common stock at a price per share equal Companies, to the closing price extent commensurate with his then duties and responsibilities, as fixed by the Board of Directors of the Company's Common Stock on Companies including, but not limited to, the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of following: (i) the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company Companies shall reimburse pay membership dues for the Executive for membership in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employmentsuch organizations, the Executive will be eligible to be included in the Company's Associate Stock Incentive Planincluding country clubs and professional organizations, as such Plan shall be in effect are approved by the Companies from time to time; and (ii) the Companies shall, at their discretion, provide the use of an automobile (the terms and conditions for the Executive's use and possession of the automobile and the quality of the automobile provided for the Executive's use shall be consistent with, or not less favorable than, the past practices of the Companies) or an automobile expense reimbursement. The Companies shall not make any changes in such plans, benefits or privileges that would adversely affect Executive's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Companies and does not result in a proportionately greater adverse change in the rights of or benefits to Executive as compared with any other executive officer of the Companies. Nothing paid to Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to Executive pursuant to Section 3(a) hereof. (gc) Effective on During the Executive's first day term of employmentthis Agreement, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will shall be entitled to up paid annual vacation in accordance with the policies as established from time to $2,500 per year for reimbursement of medical expenses not covered time by the Company's health planBoard of Directors of the Companies, which shall in no event be less than four weeks per annum. Executive shall not be entitled to receive any additional compensation from the Companies for failure to take a vacation, nor shall Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Board of Directors of the Companies. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during (a) During the Employment Period, and subject to all the provisions hereof: (a) The Company Executive’s base salary shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate be $200,000.00 per annum or such other increased rate as the Board may be fixed by the Compensation Committee of the Company's Board of Directors determine from time to time (as adjusted from time to time, but in no event at a rate of less than $500,000 per annum ("the “Base Salary"”). (b) The Executive , which salary shall be eligible to participate in all bonus, incentive and equity plans that are maintained payable by the Company from time to time for its senior executive employees in regular installments in accordance with the terms of such plans at the time of participationCompany’s general payroll practices. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will shall not be prorated subject to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to timedecrease. In addition, during the Executive's active employmentEmployment Period, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three participate in all of the Company’s employee welfare benefit programs for which senior executive employees of the Company and its subsidiaries are generally eligible, and Executive shall be entitled to four weeks of paid vacation for each year, which if not taken during any year may not be carried forward to any subsequent year. (b) In addition to the Base Salary, the Board may, in its sole discretion, award a bonus to Executive following the end of each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive based upon Executive’s performance and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the ’s operating results during such year. (c) Executive shall be entitled to ten days paid holidays a yearsuch fringe benefits and perquisites as are generally made available to executive officers of the Company, including six holidays and four floating holidayssuch other fringe benefits as may be approved by the Board for executive officers of the Company during the term hereof. (d) On March 4During the Employment Period, 2002, the Company shall reimburse Executive shall be granted a stock option for an aggregate all reasonable expenses incurred by him in the course of 200,000 shares of performing his duties and responsibilities under this Agreement which are consistent with the Company's common stock at a price per share equal ’s policies in effect from time to time for key employees with respect to travel, entertainment, auto and other business expenses, subject to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, ’s requirements with 1/5th being exercisable on each of the first, second, third, fourth respect to reporting and fifth anniversary of the date documentation of such optionexpenses. (e) The Executive may receive such grants of equity-based compensation (e.g., option grants for Company common stock), if any, as shall reimburse be determined within the Executive in accordance with its relocation policy for costs incurred in relocating sole discretion of the Board (or any committee of the Board which is appointed to the San Francisco areaconsider matters relative to equity-based compensation). (f) After thirty days of employment, the All amounts payable to Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan compensation hereunder shall be in effect from time subject to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered all required withholding by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder (a) During the Employment Period, Executive’s base salary shall be $230,000 per annum (as adjusted from time to time, the “Base Salary”), which salary shall be payable by the Company in regular installments in accordance with the Company’s general payroll practices, less tax and other applicable withholdings. In addition, during the Employment Period, and subject Executive shall be entitled to participate in all the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by the Compensation Committee of the Company's Board ’s benefit programs for which senior executives of Directors from time the Company are generally eligible, subject to time, but in no event at a rate of less than $500,000 per annum ("Base Salary")the eligibility and participation requirements thereof. (b) The Executive shall be eligible to participate in all bonusthe Company’s equity incentive plan, incentive and pursuant to which Executive shall be granted options to acquire shares of Class B Common Stock of the Company, which equity plans that are maintained by the Company from time to time for its senior executive employees in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," subject to customary vesting, buyback and other provisions and restrictions as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. . (c) During the Employment Period, the Company shall reimburse Executive shall be eligible to participate for all reasonable expenses incurred by him in all pension, welfare the course of performing his duties and fringe benefit plans, as well as perquisites, maintained by responsibilities under this Agreement which are consistent with the Company from time to time for its senior executive employees in accordance with their respective terms as Company’s policies in effect from time to timetime with respect to work travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of such expenses; provided that each reimbursement shall be requested and paid not later than one year after the Executive incurs the expense for which reimbursement is sought. For the avoidance of doubt, the occasional use by Executive of his Company issued or reimbursed cell phone, PDA or computer for personal communication shall not prevent Executive from receiving reimbursement hereunder so long as such personal use does not interfere with Executive’s obligations under this Agreement. (d) In additionaddition to the Base Salary, during Executive will be eligible to receive an annual bonus of up to 100% of the Executive's active employmentBase Salary, which will be based on Executive and the Company achieving certain financial and operating goals as determined by the Board each year, provided that no bonus will be required to be paid by the Company unless the Company achieves certain minimum earnings and EBITDA thresholds established by the Board each year. The bonus, if any, payable under this Section 3(d) shall be payable within 30 days following receipt of the Company’s audited financial statements for the applicable year but in no event later than March 15 of the subsequent calendar year, unless such payment is delayed due to an unforeseeable administrative impracticability, in which case, such bonus will be paid as soon as administratively practicable thereafter, but in no event later than the end of such calendar year. (e) During the Employment Period, the Company shall provide the Executive with life insurance, with its group a term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the policy with a coverage amount of $750,000 (increased 1,500,000 on Executive’s life, payable to $1,000,000 upon evidence beneficiaries designated by Executive so long as the costs of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during such term life insurance policy do not materially change from the Employment Period to be taken at costs of such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock policy on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco areahereof. (f) After thirty days All amounts payable to Executive as compensation hereunder shall be subject to all required withholdings by the Company. If additional guidance is issued under, or modifications are made to, Section 409A of employmentthe Internal Revenue Code or any other law affecting payments to be made under the Agreement, the Executive agrees that the Company may take such reasonable actions and adopt such amendments as the Company believes are necessary to ensure continued compliance with the Internal Revenue Code, including Section 409A thereof. However, the Company does not hereby or otherwise represent or warrant that any payments hereunder are or will be eligible to be included in the Company's Associate Stock Incentive Plancompliance with Section 409A, as such Plan and Executive shall be in effect from time responsible for obtaining his own tax advice with regard to timesuch matters. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder (a) Within five (5) business days following the date of this Agreement, the Company shall pay Executive a starting bonus in a one-time lump sum amount of $25,000.00, which bonus shall be subject to withholding as provided in clause (i) below. (b) During the Employment Period, Executive's base salary shall be $175,000.00 per annum or such higher rate as the Compensation Committee of the Board (the "Compensation Committee") may determine from time to time (as adjusted from time to time, the "Base Salary"), which salary shall be payable by the Company in proportionate, bi-weekly installments and in accordance with the Company's general payroll practices in effect from time to time. During the period beginning on the date of this Agreement and ending December 31, 2007, the Base Salary shall be pro rated on an annualized basis. In addition, during the Employment Period, and subject Executive shall be entitled to participate in all the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by the Compensation Committee of the Company's Board employee benefit programs (other than bonuses and other incentive programs, except as otherwise (i) provided herein or (ii) determined by the Board) for which senior executive employees of Directors from time the Company and its Subsidiaries are generally eligible, and Executive shall be entitled to timethree (3) weeks of paid vacation and six (6) days of paid leave for illness each calendar year in accordance with the Company's policies. During the period beginning on the date of this Agreement and ending December 31, but in no event at a rate of less than $500,000 per annum ("Base Salary")2007, Executive's paid vacation and sick leave shall be pro-rated on an annualized basis. (bc) The Executive shall be eligible to participate in all bonusDuring the Employment Period, incentive and equity plans that are maintained by the Company shall reimburse Executive for all reasonable business expenses incurred by him in the course of performing his duties and responsibilities under this Agreement which are consistent with the Company's policies in effect from time to time for its senior executive employees with respect to travel, entertainment and other business expenses, subject to the Company's requirements with respect to reporting and documentation of such expenses. (d) In addition to the Base Salary, during the Employment Period, Executive shall be entitled to participate in accordance with the Management Incentive Program of the Company, the terms of which FY 2008 are attached as Exhibit A hereto (the "MIP"), under which Executive may be eligible to receive a bonus based upon the achievement of such plans at performance targets and other conditions as stated in the time of participationMIP; provided, however, that Executive must execute a participant agreement with the Company prior to being deemed a participant in the MIP. The amount of any bonus payable under any such plan will MIP for future years shall be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon Directors. While the company cannot guarantee the terms and conditions of any incentive plan in future years, participation shall be extended to an extent commensurate with the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. position. (e) During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for a lump-sum payment of $31,250.00 on each fiscal year of the four anniversaries of the date of this Agreement (each such date, an "Anniversary Date" and each such payment, a "Long-Term Incentive Cash Bonus Award"); provided, however, upon the first Change in Control (as defined below), if any, to occur prior to the fourth Anniversary Date and during the Employment Period, (i) the Long-Term Incentive Cash Bonus Award that would otherwise not be payable until the first Anniversary Date following the Change in Control shall, in lieu thereof, be paid by the Company to Executive within five (5) business days following the Change in Control (such payment, the "Accelerated Award") and (ii) the amount due on each of the remaining Anniversary Dates during the Employment Period shall be adjusted to be taken at such time as mutually convenient an amount equal to the Executive quotient determined by dividing (x) the sum of the remaining unpaid Long-Term Incentive Cash Bonus Awards (excluding the Accelerated Award) by (y) the remaining number of Anniversary Dates (including the Anniversary Date on which the Accelerated Award would otherwise have been paid). For purposes of this Section 3, "Change in Control" means any (A) sale of all or substantially all of the assets (excluding cash, cash-equivalents or marketable securities) of the Company and the Company. Unused vacation shall be carried forward according to the Company's policy. In additionits Subsidiaries, the Executive shall be entitled to ten days paid holidays taken as a yearwhole, including six holidays and four floating holidays. (dB) On March 4acquisition by any person, 2002or any group of persons acting in concert (for purposes of acquiring, Executive shall be granted a stock option for an aggregate holding, voting or disposing of 200,000 shares voting securities of the Company's common ), of shares of capital stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, Company with 1/5th being exercisable on each ordinary voting power sufficient to elect a majority of the firstBoard or (C) merger, secondshare issuance, third, fourth and fifth anniversary recapitalization or other transaction that has the effect of the date foregoing. For the avoidance of such option. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employmentdoubt, the Executive will be eligible parties hereto agree that neither a distribution of capital stock of the Company to be included its stockholders, nor an initial public offering, is a Change in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to timeControl. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during the Employment Period, and subject to all the provisions hereof: (a) During the Transition Period (or, if earlier, until the Termination Date): (i) The Company Executive shall pay continue to receive base salary in effect as of the ExecutiveEffective Date, payable in accordance with its normal the Company’s standard payroll practices and subject procedures; and (ii) All Options shall continue to required withholding, a salary calculated at such rate per annum as may be fixed by vest during the Compensation Committee Transition Period in accordance with the provisions of the Company's Board ’s Stock Plans, as applicable, and the applicable stock option agreements; (iii) The Executive shall continue to participate in all of Directors the Company’s employee benefit plans and programs to the extent Executive participates in such plans and programs as of the Effective Date and to the extent Executive remains eligible to participate in such plans and programs pursuant to their terms, as they may be modified from time to time, but and subject to the determination of any person or committee administering the plans and programs; provided that the Executive acknowledges and agrees that (i) he shall not be eligible for or entitled to any future stock option or other equity incentive awards and (ii) his rights with respect to receive a bonus is as set forth in no event at a rate of less than $500,000 per annum ("Base Salary")subsection 3(b) below. (b) The Executive shall be eligible Pursuant to participate in all bonusthe Letter Agreement, incentive and equity plans that are maintained by the Company from time to time for its senior executive employees in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal yearon or before January 15, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employment2014, the Company shall provide pay to the Executive with life insurancea bonus for the 2013 fiscal year, with its group term life insurance plan or otherwiseas determined as follows (for purposes of clarity, Executive shall be entitled to these payments if Executive is employed on the life payment date or if Executive is not employed on the payment date because (i) the Executive’s employment is terminated by the Company other than for Cause, (ii) the Executive’s employment is terminated by Voluntary Termination for Good Reason, or (iii) the Executive’s employment is terminated by Voluntary Termination upon at least ten business days’ written notice to the Company following the Company’s hiring of a New CFO): (i) The Executive will be entitled to receive 100% of the Executive for “individual component” of the benefit 2013 Bonus (representing 25% of his designated beneficiaries potential bonus); and (ii) The Executive, as is the case with the other employees eligible for a bonus, shall be entitled to receive such portion of the “company component” of his 2013 Bonus (representing 75% of his potential bonus) based on the Company’s actual achievement in 2013 of the amount goals and objectives established by the Board prior to the date hereof. The Executive acknowledges and agrees that he will not be eligible for or entitled to a bonus with respect to any portion of $750,000 (increased to $1,000,000 upon evidence of insurability)the 2014 fiscal year. (c) The Provided the Executive shall be entitled (or the Executive’s spouse and dependents) are eligible for and timely elect to three weeks vacation continue health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following the Termination Date and in full satisfaction of the Company’s obligation to provide the Executive with medical and dental coverage for each fiscal year during the Employment Period to be taken at such time as mutually convenient 6 months pursuant to the Letter Agreement, the Company will timely pay the premium payments for such COBRA coverage for the Executive (and the Company. Unused vacation shall be carried forward according to Executive’s spouse and dependents) from the first date on which Executive loses health care coverage as an employee of the Company until the earlier of: (i) the date that 6 months of premium payments have been paid by the Company's policy. In addition, (ii) the date that the Executive shall be entitled to ten days paid holidays a year(or the Executive’s spouse and dependents, including six holidays as applicable) receive substantially equivalent health coverage in connection with new employment, or (iii) the date that the Executive (or the Executive’s spouse and four floating holidaysdependents, as applicable) are no longer eligible for COBRA. (d) On March 4The Executive acknowledges and agrees that, 2002except as expressly set forth in this Section 3 or in Sections 4(b) and 4(d) below, the Executive does not have, is not eligible for, entitled to, and shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal not receive (i) any other compensation or benefits except to the closing price extent provided by the Board, (ii) any further stock options or other equity grants or awards or (iii) any further rights, title or interest in or to (A) the Company or any Subsidiary or (B) any of the Company's Common Stock on the New York Stock Exchange on March 1their respective businesses, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such optionproperties or assets. (e) The Company shall reimburse the agrees to provide Executive in accordance with its relocation policy for costs a reimbursement of Executive’s reasonable attorneys’ fees incurred in relocating connection with this Agreement, not to the San Francisco area. (f) After thirty days of employmentexceed $15,000, the provided that Executive will submits appropriate receipts and documentation evidencing such services as may be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered reasonably requested by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during the Employment Period, and subject to all the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, Employee a salary calculated at such rate per annum as may be fixed by the Compensation Committee of the Company's Board of Directors from time to time, but in no event at a rate of less than $500,000 150,000 per annum ("Base Salary")in accordance with the salary payment practices of the Company. In addition, the Employee shall be paid an earnout payment related to the transactions contemplated in the Purchase Agreement of $150,000 if the Company's net revenues for the calendar year ended December 31, 2000 equal or exceed $5.5 million. Any earnout payment which is earned under the foregoing shall be paid to Employee on or before April 15, 2001. The Employee's base salary shall be adjusted by applicable cost of living increases as reported by the federal government from year to year. The Chief Executive Officer of the Company may recommend to the Board of Directors of the Company additional increases in Employee's base salary or other bonus compensation if such officer determines in his discretion that an increase or additional bonus is appropriate. (b) The Executive Employee shall be eligible entitled to participate in all bonusretirement, incentive life and equity health insurance, disability and other similar benefit plans or programs of the Company or the Parent now or hereafter available to the Employee or available generally to employees of the Parent and its subsidiaries in comparable positions; provided, however, that are maintained during any period during the Term that the Employee is disabled, and during the 120-day period of physical or mental infirmity leading up to the Employee's Disability, the amount of the Employee's compensation provided under this Section 1.3 shall be reduced by the Company from time sum of the amounts, if any, paid to time the Employee for its senior executive employees in accordance with the terms of such plans at the time of participation. The amount of any bonus payable same period under any such disability benefit or pension plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board , Parent or any of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal yeartheir subsidiaries; provided that, no such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive credit or deduction shall be eligible made with respect to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained any disability payments or benefits received by the Company from time Employee under disability policies paid for by him; or (v) is required to time for its senior executive employees in accordance with their respective terms as in effect from time be disclosed pursuant to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan judicial order or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability)other appropriate judicial process. (c) The Executive Company shall be entitled to three weeks vacation reimburse the Employee for each fiscal year during the Employment Period to be taken at such time as mutually convenient all reasonable ordinary and necessary travel, seminar and other expenses related to the Executive Employee's duties which are incurred and accounted for in accordance with the reimbursement practices of the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive Employee shall be granted a stock option for an aggregate entitled to four (4) weeks paid vacation annually during the Term of 200,000 shares of employment by the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such optionCompany hereunder. (e) The Company Employee shall reimburse be nominated as a member of the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days Board of employment, the Executive will be eligible to be included in Directors of the Company, which shall serve as the executive management committee for the Company. Upon termination of Employee's Associate Stock Incentive Planemployment with the Company for any reason, Employee shall be deemed to resign, automatically and with no further action required, as such Plan shall be in effect from time to time. (g) Effective on the Executive's first day a director of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during the Employment Period, and subject to all the provisions hereof: (a) The Company Companies shall compensate and pay the ExecutiveExecutive for his services during the Term of this Agreement at a minimum base annual salary of $472,500.00 (“Base Salary”), in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as which may be fixed by the Compensation Committee of the Company's Board of Directors from time to time, but in no event at a rate of less than $500,000 per annum ("Base Salary"). (b) The Executive shall be eligible to participate in all bonus, incentive and equity plans that are maintained by the Company increased from time to time for its senior executive employees in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will amounts as may be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board Companies’ Boards of Directors based upon and may not be decreased without the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time’s express written consent. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of addition to his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In additionBase Salary, the Executive shall be entitled to ten days paid holidays a yearreceive during the Term of this Agreement an annual cash bonus based on such terms and conditions as are set forth from time to time in the Companies’ short term incentive bonus program (the “Bonus”). The Executive’s Base Salary and Bonus, including six holidays and four floating holidaysif any, are referred to herein as his “Compensation.” (db) On March 4During the Term of the Agreement, 2002, the Executive shall be granted a entitled to participate in and receive the benefits of any pension or other retirement benefit plan, deferred compensation, profit sharing, stock option for an aggregate of 200,000 shares option, management recognition, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Company's common stock at a price per share equal Companies, to the closing price extent commensurate with his then duties and responsibilities, as fixed by the Boards of Directors of the Company's Common Stock on Companies including, but not limited to, the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of following: (i) the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company Companies shall reimburse pay membership dues for the Executive for membership in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employmentsuch organizations, the Executive will be eligible to be included in the Company's Associate Stock Incentive Planincluding professional organizations, as such Plan shall be in effect are approved by the Companies from time to time; and (ii) the Companies shall, at their discretion, provide the use of an automobile (the terms and conditions for the Executive’s use and possession of the automobile and the quality of the automobile provided for the Executive’s use shall be consistent with, or not less favorable than, the past practices of the Companies) or an automobile expense reimbursement. The Companies shall not make any changes in such plans, benefits or privileges that would adversely affect the Executive’s rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Companies and does not result in a proportionately greater adverse change in the rights of or benefits to the Executive as compared with any other executive officer of the Companies. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to Section 3(a) hereof. (gc) Effective on During the Executive's first day Term of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In additionthis Agreement, the Executive will shall be entitled to up paid annual vacation in accordance with the policies as established from time to $2,500 per year for reimbursement of medical expenses not covered time by the Company's health plan. (h) Boards of Directors of the Companies, which shall in no event be less than four weeks per annum. The Executive is eligible shall not be entitled to receive any additional compensation from the Companies for failure to take a discount vacation, nor shall the Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Boards of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day Directors of employmentthe Companies. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during (a) During the Employment Period, and subject to all Executive’s base salary shall be at the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate of $305,000 per annum or such higher rate as may be fixed by the Compensation Committee of the Company's Board of Directors (the “Compensation Committee”) may determine from time to time (as adjusted from time to time, but in no event at a rate of less than $500,000 per annum ("the “Base Salary"”). (b) The Executive , which salary shall be eligible to participate in all bonus, incentive and equity plans that are maintained payable by the Company from time to time for its senior executive employees in proportionate, bi-weekly installments and in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as ’s general payroll practices in effect from time to time. In addition, during the Employment Period, Executive shall be eligible to participate in all of the Company’s employee benefit programs (other than bonuses and other incentive programs, except as otherwise (i) provided herein or (ii) determined by the Board) for which senior executive employees of the Company and its Subsidiaries are generally eligible, and Executive shall be eligible to earn three (3) weeks of paid vacation and six (6) days of paid leave for illness each calendar year in accordance with the Company’s policies. Executive's active employment’s participation in the Company’s benefit plans will be subject to the terms of applicable plan documents and the Company’s generally applicable policies, and the Company in its sole discretion may from time to time adopt, modify, interpret or discontinue such plans or policies. (b) During the Employment Period, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the reimburse Executive for the benefit of his designated beneficiaries all reasonable business expenses incurred by him in the amount course of $750,000 (increased performing his duties and responsibilities under this Agreement in accordance with the Company’s policies in effect from time to $1,000,000 upon evidence time with respect to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of insurability)such expenses. (c) The In addition to the Base Salary, during the Employment Period, Executive shall be entitled eligible to three weeks vacation participate in the Executive Incentive Program of the Company, the terms of which for each fiscal year during 2009 are attached as Exhibit A hereto (the Employment Period “EIP”), under which Executive may be eligible to be taken at receive a bonus based upon the achievement of such time performance targets and other conditions as mutually convenient stated in the EIP; provided, however, that Executive must execute a participant agreement with the Company prior to being deemed a participant in the Executive and EIP. Executive’s “Participation Date” under the Company. Unused vacation EIP shall be carried forward according to the Company's policyDecember 15, 2008. In additionAs special consideration, the Executive shall be entitled eligible to ten days paid holidays receive a flat payment of $45,000 for the FY 2009 plan year. This payment shall be disbursed in two installments, $22,500 on the first payroll date following the Executive’s start date and $22,500 at the same time that all other executive bonuses are disbursed. Both installments are contingent upon the Executive being employed with the Company on the date of payment. This $45,000 payment shall be fixed and shall not fluctuate based on either Company or Executive performance. The EIP, if any, for future years shall be determined by the Compensation Committee of the Board of Directors. While the Company does not guarantee the existence or the terms and conditions of any incentive plan in future years, participation in such plans (including six holidays and four floating holidaysequity plans), if any, shall be extended to Executive to an extent commensurate with Executive’s position. (d) On March 4, 2002Subject to the approval of the Board, Executive shall will be granted a eligible to receive 140,000 restricted stock option for an aggregate of 200,000 shares units (“RSUs”) in the Company. The terms, restrictions, limitations and termination provisions of the Company's common stock at a price per share equal RSUs will be as set-forth in the form of an RSU agreement attached hereto as Exhibit B and will be subject to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option’s 2008 Equity Incentive Plan. (e) The Company shall reimburse the All amounts payable to Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan compensation hereunder shall be in effect from time subject to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental all required and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered customary withholding by the Company's health planCompany and its Subsidiaries. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during the Employment Period, and subject to all the provisions hereof: (a) The Company Companies shall compensate and pay Executive for his services during the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by the Compensation Committee term of the Company's Board of Directors from time to time, but in no event this Agreement at a rate minimum base annual salary of less than $500,000 per annum 150,100.00 ("Base Salary"). (b) The Executive shall , which may be eligible to participate in all bonus, incentive and equity plans that are maintained by the Company increased from time to time for its senior executive employees in accordance with such amounts as may be determined by the terms Companies' Board of such plans at the time of participation. The amount of any bonus payable under any such plan will Directors and may not be 50% of decreased without the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to timeexpress written consent. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of addition to his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In additionBase Salary, the Executive shall be entitled to ten days paid holidays receive during the term of this Agreement a year, including six holidays bonus based on such terms and four floating holidaysconditions as are set forth from time to time in the Companies' incentive bonus program (the "Bonus"). The Executive's Base Salary and Bonus are referred to herein as his "Compensation." (db) On March 4, 2002During the term of the Agreement, Executive shall be granted a entitled to participate in and receive the benefits of any pension or other retirement benefit plan, deferred compensation, profit sharing, stock option for an aggregate of 200,000 shares option, management recognition, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Company's common stock at a price per share equal Companies, to the closing price extent commensurate with his then duties and responsibilities, as fixed by the Board of Directors of the Company's Common Stock on Companies including, but not limited to, the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of following: (i) the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company Companies shall reimburse pay membership dues for the Executive for membership in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employmentsuch organizations, the Executive will be eligible to be included in the Company's Associate Stock Incentive Planincluding country clubs and professional organizations, as such Plan shall be in effect are approved by the Companies from time to time; and (ii) the Companies shall, at their discretion, provide the use of an automobile (the terms and conditions for the Executive's use and possession of the automobile and the quality of the automobile provided for the Executive's use shall be consistent with, or not less favorable than, the past practices of the Companies) or an automobile expense reimbursement. The Companies shall not make any changes in such plans, benefits or privileges that would adversely affect Executive's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Companies and does not result in a proportionately greater adverse change in the rights of or benefits to Executive as compared with any other executive officer of the Companies. Nothing paid to Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to Executive pursuant to Section 3(a) hereof. (gc) Effective on During the Executive's first day term of employmentthis Agreement, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will shall be entitled to up paid annual vacation in accordance with the policies as established from time to $2,500 per year for reimbursement of medical expenses not covered time by the Company's health planBoard of Directors of the Companies, which shall in no event be less than four weeks per annum. Executive shall not be entitled to receive any additional compensation from the Companies for failure to take a vacation, nor shall Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Board of Directors of the Companies. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during the Employment Period, and subject to all the provisions hereof: (a) The For services rendered by Employee under this Agreement, the Company shall pay the Executive, to Employee a base salary ("Base Compensation") of $300,000 per annum payable in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by the Compensation Committee of the Company's customary payroll practice for its executive officers. The amount of Base Compensation shall be reviewed periodically by the Board of Directors and may be increased from time to time, but in no event at a rate of less than $500,000 per annum ("Base Salary")time as the Board may deem appropriate. (b) The Executive In addition to the Base Compensation, Employee shall be eligible to participate receive each year a cash incentive payment under the Company's Management Incentive Plan (or any successor) in all bonus, incentive and equity plans that are maintained by the Company from time to time for its senior executive employees in accordance with the terms of such plans at the time of participation. The an amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the CompanyBoard based on Employee's Board of Directors based upon individual performance and the Executive's achievement of pre-agreed upon objectives. For performance by the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive Effective with the Effective Date Employee shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to 100% vested under the Company's policy. In addition, the Supplemental Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidaysRetirement Plan ("SERP"). (d) On March 4, 2002, Executive Employee shall be granted entitled to participate in such incentive compensation plans and to receive such fringe benefits and perquisites as determined from time to time by the Board, including, without limitation, participation in the various employee benefit plans or programs provided to the employees of the Company in general, subject to the regular eligibility requirements with respect to each of such benefit plans or programs; provided, however, the aggregate value of the Base Compensation, bonus and other benefits provided to Employee shall be at least as favorable to Employee as the aggregate value of the base compensation, bonus and other benefits provided to any other comparable-level executive officer of the Company. (e) On the Effective Date, the Company shall (i) grant to Employee a nonqualified stock option for an aggregate of 200,000 under the Company's Amended and Restated 1990 Stock Option Plan to acquire 100,000 shares of the Company's common stock at a stock, $.01 par value ("Company Stock"), which option (the "Current Grant") shall have an exercise price per share equal of $8.02, a 10-year term and shall become vested and exercisable as to the closing price 25% of the Company's Common shares of Company Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date Effective Date, (ii) vest one-half of the stock options granted to Employee on March 14, 1999 (the "March >99 Option"), being 200,000 of such option. 400,000 option shares, and (eiii) The purchase from Employee (and the Board shall approve such purchase in advance) 100,000 shares of Employee's Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco areaStock at $8.02 per share. (f) After thirty days of employmentThe Company shall provide Employee, the Executive will be eligible without cost to be included in the Company's Associate Stock Incentive PlanEmployee, executive development courses as such Plan shall be in effect from time to timereasonably requested by Employee. (g) Effective on The Company shall assign Xxxxxx Xxxxxx to be Employee's assistant, for as long as she remains an employee of the Executive's first day Company; provided, however, nothing herein shall alter her status as an "at will" employee of employment, he will receive health coverage, including medical, dental the Company. The Company shall provide Xx. Xxxxxx with compensation and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year benefits that are reasonably competitive for reimbursement of medical expenses not covered such position as determined by the Company's health planCompany in its good faith judgment. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during the Employment Period, and subject to all the provisions hereof: (a) The Company Companies shall compensate and pay Executive for his services during the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by the Compensation Committee term of the Company's Board of Directors from time to time, but in no event this Agreement at a rate minimum base annual salary of less than $500,000 per annum 278,932.00 ("Base Salary"). (b) The Executive shall , which may be eligible to participate in all bonus, incentive and equity plans that are maintained by the Company increased from time to time for its senior executive employees in accordance with such amounts as may be determined by the terms Companies' Board of such plans at the time of participation. The amount of any bonus payable under any such plan will Directors and may not be 50% of decreased without the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to timeexpress written consent. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of addition to his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In additionBase Salary, the Executive shall be entitled to ten days paid holidays receive during the term of this Agreement a year, including six holidays bonus based on such terms and four floating holidaysconditions as are set forth from time to time in the Companies' incentive bonus program (the "Bonus"). The Executive's Base Salary and Bonus are referred to herein as his "Compensation." (db) On March 4, 2002During the term of the Agreement, Executive shall be granted a entitled to participate in and receive the benefits of any pension or other retirement benefit plan, deferred compensation, profit sharing, stock option for an aggregate of 200,000 shares option, management recognition, employee stock ownership, or other plans, benefits and privileges given to employees and executives of the Company's common stock at a price per share equal Companies, to the closing price extent commensurate with his then duties and responsibilities, as fixed by the Board of Directors of the Company's Common Stock on Companies including, but not limited to, the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of following: (i) the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company Companies shall reimburse pay membership dues for the Executive for membership in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employmentsuch organizations, the Executive will be eligible to be included in the Company's Associate Stock Incentive Planincluding country clubs and professional organizations, as such Plan shall be in effect are approved by the Companies from time to time; and (ii) the Companies shall, at their discretion, provide the use of an automobile (the terms and conditions for the Executive's use and possession of the automobile and the quality of the automobile provided for the Executive's use shall be consistent with, or not less favorable than, the past practices of the Companies) or an automobile expense reimbursement. The Companies shall not make any changes in such plans, benefits or privileges that would adversely affect Executive's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executive officers of the Companies and does not result in a proportionately greater adverse change in the rights of or benefits to Executive as compared with any other executive officer of the Companies. Nothing paid to Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to Executive pursuant to Section 3(a) hereof. (gc) Effective on During the Executive's first day term of employmentthis Agreement, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will shall be entitled to up paid annual vacation in accordance with the policies as established from time to $2,500 per year for reimbursement of medical expenses not covered time by the Company's health planBoard of Directors of the Companies, which shall in no event be less than four weeks per annum. Executive shall not be entitled to receive any additional compensation from the Companies for failure to take a vacation, nor shall Executive be able to accumulate unused vacation time from one year to the next, except to the extent authorized by the Board of Directors of the Companies. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during (a) During the Employment Period, and subject Executive’s base salary shall be $320,000 per annum, or such other higher rate as the Board may determine from time to all the provisions hereof: time (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by the Compensation Committee of the Company's Board of Directors adjusted from time to time, but in no event at a rate of less than $500,000 per annum ("the “Base Salary"”). (b) The Executive , which salary shall be eligible to participate in all bonus, incentive and equity plans that are maintained payable by the Company from time to time for its senior executive employees in regular installments in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms ’s general payroll practices (as in effect from time to time). In addition, during the Executive's active employmentEmployment Period, Executive shall be entitled to participate in all of the Company’s employee benefit programs for which senior executive employees of the Company and its Subsidiaries are generally eligible including the benefits set forth on Exhibit A attached hereto, and Executive shall be entitled to 25 days of paid vacation, in addition to normal and customary Company observed holidays, each calendar year in accordance with the Company’s policies, which if not taken during any year may not be carried forward to any subsequent calendar year and no compensation shall be payable in lieu thereof. (b) During the Employment Period, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the reimburse Executive for the benefit of his designated beneficiaries all reasonable business expenses incurred by him in the amount course of $750,000 (increased performing his duties and responsibilities under this Agreement which are consistent with the Company’s policies in effect from time to $1,000,000 upon evidence time with respect to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of insurability)such expenses. (c) The In addition to the Base Salary, Executive shall be entitled eligible to three weeks vacation for receive a performance bonus with respect to each fiscal year during the Employment Period in an aggregate amount of up to be taken at such time as mutually convenient 50% of Executive’s Base Salary, pursuant to and in accordance with the Executive and terms of the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays’s Management Incentive Compensation Plan. (d) On March 4, 2002, Executive shall be granted establish a stock option for an aggregate of 200,000 shares of residence in the United States in connection with his employment by the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) . The Company shall reimburse Executive for all reasonable and customary expenses (the Executive “Relocation Expenses”) incurred by him in accordance connection with its Executive’s relocation policy for costs incurred up to a maximum of $30,000 in relocating the aggregate, subject to the San Francisco area. (f) After thirty days Company’s requirements with respect to reporting and documentation of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursementexpenses. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. If (i) The the Executive resigns or retires within one year of the date hereof or (ii) the Employment Period is eligible terminated by the Company for Cause, Executive shall promptly repay to participate in the Company's deferred Company any Relocation Expenses reimbursed by the Company to Executive. All amounts payable to Executive as compensation plan, pursuant hereunder shall be subject to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral programall applicable withholding obligations. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. 2.1. As full compensation Compensation for his services hereunder to Employer, Employer shall pay to Executive during the Employment Period, and subject to all the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, term of this Agreement a salary calculated at such an annual rate to be fixed from time-to-time by the Board of Directors of Employer or any duly authorized committee thereof, which annual rate shall in no event be less than $433,000 per annum while Executive is employed hereunder. The salary shall be payable in equal bi-weekly installments, subject only to such payroll and withholding deductions as may be fixed required by law and other deductions applied generally to employees of Employer for insurance and other employee benefit plans. The Board of Directors or any authorized committee or officer of Employer shall review Executive’s overall annual Compensation at least annually, with a view to ascertaining the adequacy thereof and such Compensation may be increased by the Compensation Committee of the Company's Board of Directors from time to time by an amount that in the opinion of the Board of Directors is justified by Executive’s performance. 2.2. Upon Executive’s furnishing to Employer customary and reasonable documentary support (such as receipts or paid bills) evidencing costs and expenses incurred by him in the performance of his services and duties hereunder (including, without limitation, travel and entertainment expenses) and containing sufficient information to establish the amount, date, place and essential character of the expenditure, Executive shall be reimbursed for such costs and expenses in accordance with Employer’s normal expense reimbursement policy. Executive shall be entitled to participate in all insurance, stock option and other stock programs and compensation plans and such other benefits plans or programs as may be from time-to-time specifically adopted and approved by Employer for Executive. 2.3. As long as this Agreement is in effect, but in no event at Employer shall maintain hospitalization and medical insurance coverage on Executive as may from time to time be specifically approved and adopted by Employer for its executive officers generally. In addition, Employer agrees to provide and maintain life insurance coverage on the life of Executive with a rate death benefit of less than $500,000 1,500,000 thereunder payable to such beneficiaries as Executive may designate, and Employer agrees to pay all premiums on such policy. Coverage shall continue throughout the employment term hereof. Such coverage may consist of term, group term, whole life, or any other form of coverage and with such insurers as Employer may select. 2.4. While Executive is employed hereunder, Employer agrees to provide an allowance to Executive of $57,000 per annum for costs and expenses incurred by Executive relating to professional legal and/or accounting services rendered personally to Executive and for financial planning, which amount shall be paid to Executive on December 1 of each year ("Base Salary"or such earlier time that Executive and Employer may otherwise agree). (b) The 2.5. Executive shall be eligible to receive cash bonuses or other incentive compensation as may be determined by the Board of Directors of Employer from time to time. As long as this Agreement is in effect, Employer shall maintain an Executive Compensation Program, and Executive shall be eligible to participate in therein, all bonus, incentive and equity plans that are maintained by the Company from time to time for its senior executive employees in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for Employer’s regular practices with its senior executive employees in accordance with their respective terms as in effect from time to timeofficers. 2.6. In additionorder to promote the interests of Employer, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In additionreimbursement from Employer for, or an allowance in respect of, the initiation fees and all annual dues incurred by him in connection with his membership in such luncheon clubs as may be agreed upon by Employer. 2.7. Executive shall have the right to participate in any additional compensation, benefit, life insurance, hospitalization, medical services or other plan or arrangement of Employer now or hereafter existing for the benefit of executives of Employer. 2.8. Executive shall be entitled to ten days paid holidays a such vacation (in no event less than four weeks per year), including six holidays holiday, and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal subject to the closing price provisions of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, Section 6.3 hereof) other paid or unpaid leave of absence as consistent with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, Employer’s normal policies or as such Plan shall be in effect from time to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered otherwise approved by the Company's health planBoard of Directors. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during the Employment Period, and subject to all the provisions hereof: (a) The Company Xxxxxx'x base compensation shall pay be at the Executive, annual rate of $150,000 payable in regular installments in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by the Compensation Committee of the Company's Board practice for its executives, less applicable withholding for income and employment taxes as required by law and other deductions to which Xxxxxx shall agree. Such base compensation shall be subject to increases as and when determined by the board of Directors from time to time, but directors of the Company in no event at a rate of less than $500,000 per annum ("Base Salary")its sole discretion. (b) The Executive Except as otherwise provided herein, Xxxxxx shall be eligible entitled to participate participate, to the extent he qualifies, in all bonusany bonus or other incentive compensation, incentive and equity profit-sharing or retirement plans, life or health insurance plans that are or other benefit plans maintained by the Company from time Company, upon such terms and conditions as are made available to time for its senior executive employees in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee executives of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability)generally. (c) Xxxxxx shall be entitled to reimbursement of all reasonable, ordinary and necessary business related expenses incurred by him in the course of his duties, including reasonable expenses incurred to attend professional meetings, upon submission of appropriate documentation in accordance with the Company's procedures. (d) Xxxxxx shall be entitled to the use of a cellular telephone and any other equipment reasonably necessary for the diligent and businesslike performance of his duties, and he shall be entitled to paid parking at a garage in the vicinity of the Company's offices. (e) Xxxxxx shall be provided with a private office, suitable administrative-secretarial support, and, initially, a staff of two persons. The Executive size of Xxxxxx'x staff shall be subject to modification as circumstances dictate, in accordance with the Company's procedures. (f) Xxxxxx shall be entitled to two full weeks of paid vacation during the first calendar year of his employment with the Company and shall be entitled to three full weeks of paid vacation for during each fiscal subsequent calendar year during the Employment Period to be taken at such time as mutually convenient to the Executive and of his employment with the Company. Unused Such paid vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive taken in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days procedures of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be Company in effect from time to time. (g) Effective on In the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In additionevent Xxxxxx'x employment is terminated for any reason other than for Cause (as defined in Paragraph 6), the Executive will be entitled Company shall continue to up to $2,500 per year for reimbursement pay Xxxxxx monthly installments of medical expenses not covered by the Company's health plan. (h) The Executive is eligible his base compensation for a discount period of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day three months or for the balance of employmentthe Employment Period, whichever period is longer. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during (a) During the Employment Period, and subject to all the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a ’s base salary calculated at such rate shall be $600,000 per annum (as may be fixed by the Compensation Committee of the Company's Board of Directors adjusted up, but not down, from time to time, but in no event at a rate of less than $500,000 per annum ("the “Base Salary"”), which salary shall be payable by the Company in regular installments in accordance with the Company’s general payroll practices (in effect from time to time). The Executive’s Base Salary will be subject to review annually for potential upward adjustment by the Board to take effect on or about January 1 of each fiscal year during the Employment Period. (b) The Executive shall be eligible entitled to participate in all bonus, incentive and equity plans that are maintained by the Company from time to time for its senior executive employees five (5) weeks of paid vacation each calendar year in accordance with the terms of such plans at the time of participation. The amount of Company’s policies, which if not taken during any bonus payable under year may not be carried forward to any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal subsequent calendar year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will and no compensation shall be payable in Aprillieu thereof except to the extent required by applicable law. In addition, 2003. During during the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe standard employee benefit plans, as well as perquisites, maintained programs made available by the Company from time to time for its senior the Company’s executive employees generally, in accordance with their respective terms the eligibility and participation provisions of such plans and as such plans or programs may be in effect from time to time and at a level consistent with his title, duties and responsibilities. The Company reserves the right to amend any employee welfare or retirement benefit plan, policy, program or arrangement from time to time, or to terminate such plan, policy, program or arrangement, consistent with the terms thereof. In addition, during Notwithstanding the Executive's active employmentforegoing, the Company shall also provide to the Executive with life insurance, with its group coverage under a long-term life disability insurance plan or otherwise, on policy providing for long-term disability coverage to the life Executive of least 60% of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability)Executive’s Base Salary. (c) The Executive shall be entitled to three weeks vacation for each fiscal year during During the Employment Period to be taken at such time as mutually convenient to Period, the Company shall reimburse the Executive for all reasonable out-of-pocket business expenses incurred as a result of the performance of his duties under this Agreement, including, but not limited to, his reasonable customer entertainment expenses, travel expenses, and all other business expenses incurred by him in the course of performing his duties, responsibilities and functions under this Agreement, which are consistent with the Company. Unused vacation shall be carried forward according ’s policies in effect and subject to revision from time to time with respect to travel, entertainment and other business expenses, and further subject to the Company's policy. In addition, the Executive shall be entitled ’s requirements with respect to ten days paid holidays a year, including six holidays reporting and four floating holidaysdocumentation of such expenses. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares For each year of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employmentEmployment Period, the Executive will be eligible to be included receive an annual cash bonus in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to time. (g) Effective on the Executive's first day a target amount of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through pursuant to the terms of the Company's deferral program. ’s then current bonus plan, which plan shall be developed and implemented by the Executive and approved by the Board based on certain measurable financial and non-financial goals to be mutually agreed upon by the Company and the Executive no later than the end of the first (j1st) The Executive will receive month of each fiscal year beginning before the end of the Employment Period and documented in a $500 per month car allowance performance agreement. In determining such annual bonus, the Executive’s progress towards, attempts to successfully complete each of, and successful completion of each of these performance measurements shall be reviewed by the Board’s Compensation Committee and/or the Chairman of the Board. Earned annual bonus amounts will be charged $100 per month payable in a lump sum within fifteen (15) days following the completion of the Company’s audited financial statements for parkingthe fiscal year to which the annual bonus relates, but in no event later than 180 days following the completion of the fiscal year to which the annual bonus relates.

Compensation and Benefits. As full compensation for his services hereunder during (a) During the Employment Period, and subject to all the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a ’s base salary calculated at such rate shall be $375,000.00 per annum (as may be fixed by the Compensation Committee of the Company's Board of Directors adjusted up, but not down, from time to time, but in no event at a rate of less than $500,000 per annum ("the “Base Salary"”), which salary shall be payable by the Company in regular installments in accordance with the Company’s general payroll practices (in effect from time to time). The Executive’s Base Salary will be subject to review annually by the Board to take effect on or about January 1 of each fiscal year during the Employment Period. (b) The Executive shall be eligible entitled to participate in all bonus, incentive and equity plans that are maintained by the Company from time to time for its senior executive employees four (4) weeks of paid vacation each calendar year in accordance with the terms of such plans at the time of participationCompany’s policies. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal yearIn addition, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe standard employee benefit plans, as well as perquisites, maintained programs made available by the Company from time to time for its senior the Company’s executive employees generally, in accordance with their respective terms the eligibility and participation provisions of such plans and as such plans or programs may be in effect from time to time and at a level consistent with his title, duties and responsibilities. The Company reserves the right to amend any employee welfare or retirement benefit plan, policy, program or arrangement from time to time. In addition, during or to terminate such plan, policy, program or arrangement, consistent with the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability)terms thereof. (c) The Executive shall be entitled to three weeks vacation for each fiscal year during During the Employment Period to be taken at such time as mutually convenient to Period, the Company shall reimburse the Executive for all reasonable out-of-pocket business expenses incurred as a result of the performance of his duties under this Agreement, including, but not limited to, his reasonable customer entertainment expenses, travel expenses, and all other business expenses incurred by him in the course of performing his duties, responsibilities and functions under this Agreement, which are consistent with the Company. Unused vacation shall be carried forward according ’s policies in effect and subject to revision from time to time with respect to travel, entertainment and other business expenses, and further subject to the Company's policy. In addition, the Executive shall be entitled ’s requirements with respect to ten days paid holidays a year, including six holidays reporting and four floating holidaysdocumentation of such expenses. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal In addition to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employmentBase Salary, the Executive will be eligible to be included participate in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to time. (g) Effective on bonuses based upon the Executive's first day of employment’s performance relative to annual goals and other financial and non-financial performance measures to be to be established by the Board in its reasonable discretion (the “Annual Bonus”). Annual Bonus amounts, he will receive health coverageto the extent earned for any fiscal year, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled payable in a lump sum on or before March 15th following the end of the fiscal year to up to $2,500 per year for reimbursement of medical expenses not covered which the Annual Bonus relates. The Executive must remain actively employed by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog Company and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus good standing through the Company's deferral programdate of payment of any Annual Bonus to earn any such amounts, except as otherwise provided in Section 4(b). (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during (a) During the Employment PeriodTerm of this Agreement, while the Executive is employed by the Company, the Company will pay to the Executive an initial annual base salary (the "Base Salary") of $160,000.00, payable in accordance with the payroll practices of the Company and subject to all the provisions hereof: (a) applicable withholding taxes. The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by the Compensation Committee of the Company's Board of Directors from time to timewill evaluate the Executive's performance at least annually at the end of each fiscal year and will consider annual increases in the Executive's Base Salary based on the Executive's performance. Any such increase in Base Salary will be at the complete discretion of the Board of Directors, but in no event at a rate may the Executive's Base Salary be decreased during the Term of less than $500,000 per annum ("Base Salary")this Agreement. (b) The Executive shall will not receive any compensation, whether in the form of director fees, meeting fees, or otherwise, for his service on the Board of Directors, on any committee thereof, or on the board or board committee of any of the Company's affiliated banks or other subsidiaries. The Executive will be reimbursed for all out-of-pocket expenses relating to out of town or overnight travel (other than by car), lodging and meals, in connection with the Company's business. (c) During the Term of this Agreement, while the Executive is employed by the Company, the Executive will be eligible to participate in all bonusa similar manner as other senior executives of the Company in any incentive plans, incentive fringe benefit plans, stock option plans, and equity other executive compensation plans that are maintained and programs provided by the Company from time to time for its senior executive management employees as a specifically recognized group of Company employees. The Executive will also be eligible to participate in any employee pension or welfare benefit plans maintained from time to time for employees of the Company in accordance with the terms of such plans at plans. (d) To the time extent they are not otherwise provided in accordance with other provisions of participationthis Agreement, the Company will also provide the following benefits to the Executive during the Term of this Agreement: (i) A term life insurance policy providing for a death benefit of $800,000.00 payable to a beneficiary designated by the Executive. The amount Company presently maintains at its expense a $500,000 insurance policy covering the Executive (the "Existing Policy"). Notwithstanding anything to the contrary herein, the Company will not be required to add another $300,000 of any bonus payable under any such plan will be 50additional insurance death benefit if the premium cost per one thousand dollars ($1,000.00) of insurance coverage exceeds by more than ten percent (10%) the premium cost per thousand dollars ($1,000.00) paid by the Company for the Existing Policy. Exhibit 10.2(a) (ii) The total cost of a health insurance policy providing to the Executive and, if the Executive so desires, to the spouse of the executive, the same coverage as that provided from time to time to other employees of the Company. (iii) A long term disability insurance policy, as generally defined in the insurance industry, that provides for benefits of at least 60% of the Executive's annual Base Salary at "target," as determined by in effect on the Compensation Committee date the disability began, and that has a waiting period of no longer than six months. While the Company will pay the full cost of the Company's Board of Directors based upon disability insurance premiums, this cost will be included in the Executive's achievement taxable income as reported to the Internal Revenue Service at the end of pre-agreed upon objectives. For the Company's 2002 fiscal each calendar year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (civ) The Executive shall be entitled Reimbursement up to three weeks vacation $1,000.00 per year for each fiscal year during the Employment Period to be taken at such time as mutually convenient to a complete annual physical examination for the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidaysupon presentation of reasonable documentation. (dv) On March 4, 2002, Executive shall be granted a stock option for an aggregate A car allowance of 200,000 shares of the Company's common stock at a price not less than $625.00 per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such optionmonth. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered such paid sick leave, paid vacation, and other paid or unpaid leave as may be provided by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. Company to its employees under its applicable personnel policies. Approved attendance at (i) The Executive is eligible to participate in meetings or conventions of banking associations or organizations and (ii) committee or other meetings of the Company's deferred compensation plan, pursuant to which he may defer up to 100% Company or any of his Base Salary and bonus through the Company's deferral program. (j) The Executive its subsidiaries or affiliates will receive a $500 per month car allowance and will not be charged $100 per month for parkingagainst the Executive's annual vacation entitlement.

Compensation and Benefits. As full compensation for his services hereunder during the Employment Period, and subject to all the provisions hereof: (a) 2.1 The Company shall pay to Executive a base salary ("Salary") at the aggregate rate of $95,000 per annum during the Employment Term (as such term is defined in Section 3.1, below). Executive's Salary shall be paid in equal, periodic installments, in accordance with its the Company's normal payroll practices procedures and shall be subject to required withholdingwithholding taxes and other normal payroll deductions. 2.2 The Company may award Executive a bonus (the "Bonus") at the sole discretion of the Board, a salary calculated at which Bonus shall be determined based upon Executive's performance and the Company's performance generally. Notwithstanding the foregoing, Executive understands that the Company is not obligated under any circumstances, to award any such rate per annum Bonus. 2.3 The Company shall annually review Executive's performance. Based upon such review and such other factors as the Company may consider, the Company may determine to increase Executive's salary. Notwithstanding the foregoing, Executive understands that the Company is not obligated under any circumstances, to award any such increase in salary. 2.4 Executive shall be fixed by the Compensation Committee entitled to such medical, dental and disability insurance which is no less favorable than generally afforded to other senior executives of the Company's Board , subject to applicable waiting periods and other conditions. Executive shall be entitled to four weeks of Directors vacation in each employment year and to a reasonable number of other days off for religious and personal reasons. Executive acknowledges that the Company may, from time to time, but apply for and take out in its own name and at its expense, life, health, disability, accident or other insurance, including key man insurance, upon Executive that the Company may deem necessary and advisable to protect its interests hereunder; and Executive agrees to submit to any medical or other reasonable examination necessary for such purpose and to assist and cooperate with the Company in procuring such insurance; and Executive acknowledges that he shall have no event at a rate of less than $500,000 per annum ("Base Salary")right, title or interest in or to such insurance. (b) 2.5 The Company will pay or reimburse Executive shall be eligible to participate for all transportation, hotel and other expenses reasonably incurred by Executive on business trips and for all other ordinary and reasonable out-of-pocket expenses actually incurred by him in all bonus, incentive and equity plans that are maintained by the conduct of the business of the Company from time against itemized vouchers submitted with respect to time for its senior executive employees any such expenses approved in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability)customary procedures. (c) 2.6 Simultaneous with the execution of This Agreement, The Company will grant Executive shall be entitled the option to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 purchase 3,000,000 shares of the Company's common stock stock, par value $.01 per share, at a an exercise price of $.04 per share equal to (the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking."Option"

Compensation and Benefits. As full compensation for his services hereunder (a) During the Employment Period, Executive’s base salary shall be $235,000 per annum (as adjusted from time to time, the “Base Salary”), which salary shall be payable by the Company in regular installments in accordance with the Company’s general payroll practices, less tax and other applicable withholdings. In addition, during the Employment Period, and subject Executive shall be entitled to participate in all the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by the Compensation Committee of the Company's Board ’s benefit programs for which senior executives of Directors from time the Company are generally eligible, subject to time, but in no event at a rate of less than $500,000 per annum ("Base Salary")the eligibility and participation requirements thereof. (b) The Executive shall be eligible to participate in all bonusthe Company’s equity incentive plan, incentive and pursuant to which Executive shall be granted options to acquire shares of Class B Common Stock of the Company, which equity plans that are maintained by the Company from time to time for its senior executive employees in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," subject to customary vesting, buyback and other provisions and restrictions as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. . (c) During the Employment Period, the Company shall reimburse Executive shall be eligible to participate for all reasonable expenses incurred by him in all pension, welfare the course of performing his duties and fringe benefit plans, as well as perquisites, maintained by responsibilities under this Agreement which are consistent with the Company from time to time for its senior executive employees in accordance with their respective terms as Company’s policies in effect from time to time. In additiontime with respect to work travel, during the Executive's active employmententertainment and other business expenses, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according subject to the Company's policy. In addition, ’s requirements with respect to reporting and documentation of such expenses; provided that each reimbursement shall be requested and paid not later than one year after the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidaysincurs the expense for which reimbursement is sought. (d) On March 4, 2002In addition to the Base Salary, Executive will be eligible to receive an annual bonus of up to 100% of the Base Salary, which will be based on Executive and the Company achieving certain financial and operating goals as determined by the Board each year, provided that no bonus will be required to be paid by the Company unless the Company achieves certain minimum earnings and EBITDA thresholds established by the Board each year. The bonus, if any, payable under this Section 3(c) shall be granted a stock option for an aggregate of 200,000 shares payable within 30 days following receipt of the Company's common stock at a price per share equal to ’s audited financial statements for the closing price applicable year but in no event later than March 15 of the Company's Common Stock on subsequent calendar year, unless such payment is delayed due to an unforeseeable administrative impracticability, in which case, such bonus will be paid as soon as administratively practicable thereafter, but in no event later than the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date end of such optioncalendar year. (e) The Company All amounts payable to Executive as compensation hereunder shall reimburse be subject to all required withholdings by the Executive in accordance with its relocation policy for costs incurred in relocating Company. If additional guidance is issued under, or modifications are made to, Section 409A of the Internal Revenue Code or any other law affecting payments to be made under the San Francisco area. (f) After thirty days of employmentAgreement, the Executive agrees that the Company may take such reasonable actions and adopt such amendments as the Company believes are necessary to ensure continued compliance with the Internal Revenue Code, including Section 409A thereof. However, the Company does not hereby or otherwise represent or warrant that any payments hereunder are or will be eligible to be included in the Company's Associate Stock Incentive Plancompliance with Section 409A, as such Plan and Executive shall be in effect from time responsible for obtaining his own tax advice with regard to timesuch matters. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during the Employment Period, and subject to all the provisions hereof: (a) The Company During your employment with the Company, your annual base salary shall pay be $439,500 (the Executive, in accordance with its normal payroll practices and subject to required withholding, a base salary calculated at such rate per annum as may be fixed by increased from time to time “Base Salary”) and shall be paid pursuant to the Compensation Committee Company’s customary payroll practices. The Base Salary will be reviewed annually and may be increased in the sole discretion of the Company's Board of Directors from time to time, but in no event at a rate of less than $500,000 per annum ("Base Salary"). (b) The Executive shall In addition to the Base Salary, in each fiscal year of the Company during your employment with the Company, you will have the opportunity to earn an annual cash bonus (“Annual Bonus”) if the Company achieves certain performance objectives and subject to your individual performance (each of which will be eligible to participate in all bonus, incentive and equity plans that are maintained determined by the Company from time for each such fiscal year). (c) During your employment with the Company, you will be entitled to time for its senior executive participate generally in the benefit plans made available to employees of the Company in accordance with the terms of those plans and the Company will reimburse you for all reasonable business expenses upon presentation of statements of such plans at expenses in accordance with the time of participation. The amount of any bonus payable under any Company’s policies and procedures now in force or as such plan will policies and procedures may be 50% of modified with respect to the Executive's Base Salary at "target," as determined by the Compensation Committee senior executives of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of During your employment with the Company's common stock at a price , you will be entitled to 25 working days of paid vacation per share equal calendar year (pro rated according to your commencement date). You will also be entitled to be paid for Bermuda statutory holidays as set out under the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such optionBermuda Public Holidays Act. (e) The During your employment with the Company, you will be paid by the Company a housing allowance of $14,000 per month; provided, however, that the Company shall reimburse have no other obligations to you relating to any of your housing expenses, including, but not limited to, the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco areaof utilities and maintenance. (f) After thirty days During your employment with the Company, you will be paid by the Company an automobile allowance of employment$900 per month; provided, however, that the Company shall have no other obligations to you relating to any of your automobile(s), including, but not limited to, the Executive will be eligible costs to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to timeinsure or garage any of your automobile(s). (g) Effective on During your employment with the Executive's first day of employmentCompany, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive you will be entitled to up to $2,500 per two return trips home for you and your family each calendar year for reimbursement of medical expenses not covered by in accordance with the Company's health plan’s home leave policy. (h) The Executive is eligible During your employment with the Company, and subject to the Company’s prior review and approval, you will be reimbursed by the Company for a discount the initiation fees and annual membership fees of 40% on catalog two private clubs; provided, however, that such fees do not except $10,000 annually; and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day provided, further, that the Company shall have no other obligations to you relating to any other costs of employmentyour membership in those private clubs. (i) The Executive is eligible During your employment with the Company, the Company will pay the reasonable costs of an accountant to participate prepare your personal tax forms and reports that are required to be filed in the Company's deferred compensation planRepublic of Ireland, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral programif any, in connection with your employment in Bermuda. (j) The Executive In connection with your employment with the Company, and subject to the Company’s prior review and approval, the Company will receive a $500 per month car allowance pay the reasonable costs of your relocation to Bermuda, including, but not limited to, the costs of transportation, moving and will be charged $100 per month temporary housing for parkingyou and your family.

Compensation and Benefits. As full compensation for his services hereunder (a) During the Employment Period, Executive’s base salary shall be $235,000 per annum or such higher rate as the Board may determine from time to time (such amount, as may be increased from time to time, and not decreased after any such increase, based on no less frequent than an annual review by the Board, the “Base Salary”), which Base Salary shall be payable by the Company in regular installments in accordance with the Company’s general payroll practices in effect from time to time. During the period beginning on the Effective Date and ending December 31, 2010, the Base Salary shall be pro rated on an annualized basis. In addition, during the Employment Period, and subject to all the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by the Compensation Committee of the Company's Board of Directors from time to time, but in no event at a rate of less than $500,000 per annum ("Base Salary"). (b) The Executive shall be eligible entitled to participate in all bonus, incentive employee benefit programs and equity plans that are maintained by the Company from time receive perquisites reasonably comparable to time for its senior executive employees those in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% effect as of the Executive's Base Salary at "target," date hereof and as determined by the Compensation Committee Board, including, without limitation, participation in group health insurance and disability insurance, life insurance, MERP benefits (up to $2,500 of out–of–pocket medical expenses per annum), participation in the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For ’s 401K plan, vacation and paid holidays and participation in the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, ’s deferred compensation plan (provided that any participation in such deferred compensation plan is funded solely by the Executive has been employed other than match by the Company continuously through the date of payment, will be payable in April, 2003$.25 per $1.00 up to $2,500). During the Employment Period, the Company shall reimburse Executive for reasonable expenses incurred by Executive in connection with leasing an automobile (including lease payments, licenses and insurance) not to exceed $700 per month (or, if Executive seeks to purchase an automobile, reimbursement of reasonable expenses incurred in connection with such purchase, including car loan payments, licenses and insurance), subject to the Company’s requirements with respect to reporting and documentation of such expenses. Executive shall be eligible to participate in all pensionbear the cost of gas, welfare cost of repairs on the automobile, and fringe benefit planscosts of any tickets, as well as perquisitestraffic offenses or fines of any kind. (b) During the Employment Period, maintained by the Company from time to time shall reimburse Executive for its senior executive employees all ordinary and reasonable business expenses incurred by him in accordance the course of performing his duties and responsibilities under this Agreement which are consistent with their respective terms as the Company’s policies in effect from time to time. In additiontime with respect to travel, during entertainment and other business expenses, subject to the Executive's active employment, the Company shall provide the Executive Company’s requirements with life insurance, with its group term life insurance plan or otherwise, on the life respect to reporting and documentation of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability)such expenses. (c) In addition to the Base Salary, the Company shall pay to Executive cash bonus compensation pursuant to the terms of a performance–based bonus plan. The bonus plan will provide for performance–based targets to be agreed to annually by the Chief Executive Officer of the Company and the Board. If 100% of such bonus targets are met in a year, Executive shall be entitled to three weeks vacation a bonus equal to 35% of his Base Salary for each fiscal year during that year. If the Employment Period to be taken Company and its Subsidiaries perform at such time as mutually convenient to a level in excess of 100% of the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In additionbonus targets, the Executive shall be entitled to ten days paid holidays a proportionately higher amount of bonus compensation up to a maximum of 70% of his Base Salary for that year, including six holidays and four floating holidays. (d) On March 4i.e., 2002with each 1% increase above 100% of the bonus target, Executive shall be granted entitled to an additional 0.35% of his Base Salary for that year. Executive shall be entitled to bonus compensation in a stock option for an aggregate of 200,000 shares proportionately reduced amount if the Company and its Subsidiaries perform at a level that is less than 100% of the Company's common stock at a price per share equal to the closing price bonus targets but in excess of 85% of the Company's Common Stock on the New York Stock Exchange on March 1bonus targets, 2002, exercisable in five equal cumulative installmentsi.e., with 1/5th being exercisable on each 1% decrease below 100% of the firstbonus target, second, third, fourth Executive’s bonus shall be reduced from the bonus he would have received had the Company and fifth anniversary its Subsidiaries met 100% of the date bonus target by 0.35% of such option. (e) The Company his Base Salary for that year. Executive shall reimburse not be entitled to a bonus if 85% or less of the Executive bonus targets are met. Bonuses shall be paid in the calendar year immediately following the calendar year that contains the end of the relevant performance period and in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be ’s general payroll practices (in effect from time to time). (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder (a) During the Employment Period, Executive's base salary shall be a minimum of $203,528 per annum (as increased or decreased in accordance with this Agreement from time to time, the "Base Salary"), which salary shall be payable by the Company in regular installments in accordance with the Company's general payroll practices (in effect from time to time). The Executive's Base Salary will be subject to review and increase or decrease (but not below the Base Salary in effect on the date of this Agreement) by the Board on or about January 1 of each fiscal year during the Employment Period. In addition, during the Employment Period, and subject Executive shall be entitled to participate in all the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by the Compensation Committee of the Company's Board of Directors from time to time, but in no event at a rate of less than $500,000 per annum ("Base Salary")Benefits. (b) The Executive shall be eligible entitled to participate in all bonus, incentive and equity plans that are maintained by the Company from time to time for its senior executive employees five weeks of paid vacation each calendar year in accordance with the terms Company's policies, which if not taken in any year may not be carried forward to any subsequent calendar year and no compensation shall be payable in lieu thereof. Such vacation will accrue as of such plans at January 1 of each year, except that during the time remainder of participation. The the 2003 calendar year, Executive shall accrue five weeks of paid vacation minus the amount of any bonus payable under any such plan will be 50% vacation Executive previously took in 2003 as of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. this Agreement. (c) During the Employment Period, the Company shall reimburse Executive shall be eligible to participate for all reasonable business expenses incurred by him in all pensionthe course of performing his duties, welfare responsibilities and fringe benefit plans, as well as perquisites, maintained by functions under this Agreement which are consistent with the Company from time to time for its senior executive employees in accordance with their respective terms as Company's policies in effect from time to time. In additiontime with respect to travel, during entertainment and other business expenses, subject to the ExecutiveCompany's active employment, the Company shall provide the Executive requirements with life insurance, with its group term life insurance plan or otherwise, on the life respect to reporting and documentation of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability)such expenses. (cd) The Executive shall be entitled In addition to three weeks vacation for the Base Salary, following the end of each fiscal year during the Employment Period Period, the Board shall award a bonus to be taken Executive in an amount equal to up to 35% of Executive's Base Salary in effect at the end of such time as mutually convenient to the Executive fiscal year, based upon Executive's performance and the Company. Unused vacation shall be carried forward according to 's achievement of operating targets established by the Company's policy. In additionchief executive officer in consultation with the Board (or any compensation committee thereof) at the beginning of such fiscal year; provided, the Executive shall be entitled however, that with respect to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 20022003, Executive shall be granted awarded a stock option for an aggregate of 200,000 shares of bonus based on the Company's common stock at a price per share equal operating results for 2003 pursuant to the closing price bonus plan in effect for Executive on the date hereof, with no adjustment to such operating results as may be required under generally accepted accounting principles due to the consummation of the Company's Common Stock on transactions contemplated by the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such optionMerger Agreement. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible indemnified and defended for acts performed (or omissions made) in his capacity as an officer or director of the Company to be included the fullest extent specified in the Company's Associate Stock Incentive Plan, certificate of incorporation and bylaws and as such Plan shall be in effect from time to timepermitted under Delaware law. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder 2.1. Employee's base salary during the Employment Period, and subject to all the provisions hereof: (a) The Company Term shall pay the Executive, be not less than $124,296 per annum which shall be paid in accordance with the Employer's standard payroll practice for its normal payroll practices and subject to required withholding, a executives. Employee's base salary calculated at such rate per annum as may be fixed by increased from time to time with the approval of the Compensation Committee of the CompanyHalliburton's Board of Directors from time (the "Compensation Committee") or its delegate, as applicable. Such increased base salary shall become the minimum base salary under this Agreement and may not be decreased thereafter without the written consent of Employee. 2.2. Beginning January 1, 1999 and for the remainder of the Term, Employee shall participate in the Halliburton Annual Performance Pay Plan, or any successor annual incentive plan approved by the Compensation Committee; provided, however, that all determinations relating to timeEmployee's participation, including, without limitation, those relating to the performance goals applicable to Employee and Employee's level of participation and payout opportunity, shall be made in the sole discretion of the person or committee to whom such authority has been granted pursuant to such plan's terms. 2.3. During the Term, Employer shall pay or reimburse Employee for all actual, reasonable and customary expenses incurred by Employee in the course of his or her employment; including, but not limited to, travel, entertainment, subscriptions and dues associated with Employee's membership in no event at a rate of less than $500,000 per annum ("Base Salary")professional, business and civic organizations; provided that such expenses are incurred and accounted for in accordance with Employer's applicable policies and procedures. (b) The Executive 2.4. While employed by Employer, Employee shall be allowed to participate, on the same basis generally as other executive employees of Employer, in all general employee benefit plans and programs, including improvements or modifications of the same, which on the Effective Date or thereafter are made available by Employer or Halliburton to all or substantially all of Employer's similarly situated executive employees. Such benefits, plans, and programs may include, without limitation, medical, health, and dental care, life insurance, disability protection, and qualified and non-qualified retirement plans. Except as specifically provided herein, nothing in this Agreement is to be construed or interpreted to increase or alter in any way the rights, participation, coverage, or benefits under such benefit plans or programs than provided to similarly situated executive employees pursuant to the terms and conditions of such benefit plans and programs. While employed by Employer, Employee shall be eligible to participate in all bonusreceive awards under the Halliburton Company 1993 Stock and Long-Term Incentive Plan (the "1993 Plan") or any successor stock-related plan adopted by Halliburton's Board of Directors; provided, incentive and equity plans however, that are maintained by the Company from time foregoing shall not be construed as a guarantee with respect to time for its senior executive employees in accordance with the terms type, amount or frequency of such plans at awards, if any, such decisions being solely within the time discretion of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plansor its delegate, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability)applicable. (c) The Executive 2.5. Neither Halliburton nor Employer shall by reason of this Article 2 be entitled obligated to three weeks vacation for each fiscal year during the Employment Period institute, maintain, or refrain from changing, amending or discontinuing, any incentive compensation, employee benefit or stock or stock option program or plan, so long as such actions are similarly applicable to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidayscovered employees generally. (d) On March 42.6. Employer may withhold from any compensation, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick payor amounts payable under this Agreement all federal, long term and short term disability insurancestate, travel/accident insurancecity, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will or other taxes as may be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, required pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral programany law or governmental regulation or ruling. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during 2.1 Executive shall receive the Employment Period, and subject to all the provisions hereoffollowing compensation: (a) The Company shall pay An annual salary in the Executiveamount of $275,000.00, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as which amount may be fixed increased by the Chief Executive Officer of Lawson subject tx xxxxoval of the Compensation Committee of the Company's Board of Directors Directors, in its sole discretion, from time to time, but which salary shall be payable in no event at a rate of less than $500,000 per annum substantially equal semi-monthly installments ("Base SalarySALARY"). (b) The Executive shall be eligible to participate in all Commencing with the year 2004, an annual incentive bonus, incentive and equity plans that are maintained by the Company from time to time for its senior executive employees in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as if any, determined by the Compensation Committee of the Company's Board of Directors based of Lawson in its sole discrexxxx xased upon the overall growth and profitability of the Company as compared to the prior year (the "INCENTIVE BONUS"). The Incentive Bonus, if any, shall be payable not later than April 15 of the following year, provided Executive's achievement employment hereunder has not been terminated by Lawson for cause prior to such date. The terms, conditions and provisions of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive Incentive Bonus shall be eligible in conformance with the incentive bonus program applicable to participate in all pension, welfare executive officers generally and fringe benefit plans, particularly to such office as well as perquisites, maintained is held by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Eligibility to participate in the Long-Term Capital Accumulation Plan if and as recommended by Lawson's Chief Executive Officer and if and as determined in the sole discretion of the Compensation Committee of the Board of Directors of Lawson. 2.2 Exexxxxxx shall be entitled receive the following standard benefits; provided, however, Lawson may modify or termxxxxx such benefits from time to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the extent and on such terms as Lawson modifies or terminxxxx xuch benefits as provided to other officers: (a) Coverage under Lawson's group health plax xx xxxh terms as provided to Lawson's officers. (b) Long-term disability insurance coverage; provided however, if Executive and becomes disabled within the Companymeaning of any long-term disability policy then in effect, Lawson will pay to Executxxx xxe Salary which would have been due but for Executive's disability for six (6) months following such disability. Unused vacation shall For thirty (30) months thereafter, Lawson will pay to Executxxx xxxty percent (60%) of the Salary of Executive which would have been due but for Executive's disability. While Lawson is making such payxxxxx, Lawson will be carried forward according exxxxxxd to receive in money or by credit against such payments a sum equal to any Company provided long-term disability insurance benefits paid to or for the Company's policy. In additionbenefit of Executive for such period. (c) Group term life insurance with a death benefit amount of not less than $50,000, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidayswith additional double indemnity coverage. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such optionAccidental death insurance. (e) The Company shall reimburse the Executive Participation in accordance with its relocation policy for costs incurred in relocating to the San Francisco areaLawson's 401(k) and profix-xxxxxxg retirement plans. (f) After thirty days Four weeks annual vacation under the terms of employment, the Executive will be eligible to be included in the CompanyLawson's Associate Stock Incentive Plan, as such Plan shall be in effect from time to timevacatiox xxxxxx for officers. (g) Effective on the ExecutiveParticipation in Employer's first day of employmentExecutive Deferral Plan, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health planif any. (h) If Executive dies while employed by Lawson under this Xxxxement and is not then in default or breach of this Agreement, Lawson shall pay an additxxxxx compensation amount equal to two (2) times the annual Salary being paid to Executive at the time of his death ("ADDITIONAL COMPENSATION AMOUNT"). The Additional Compensation Amount shall be payable to the beneficiary(ies) identified in writing by Executive is eligible from time to time on forms provided by Lawson for a discount that xxxxxxe and filed by Executive with Lawson and shall be paid xx forty-eight (48) equal, semi-monthly installments made as of 40% on catalog the 15th day and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first the last day of employmenteach calendar month following Executive's death. (i) The Reimbursement for all reasonable and approved business expenses in accordance with Lawson policy, or as othexxxxx approved by the Reporting Person, provided Executive is eligible submits paid receipts or other documentation acceptable to participate in Lawson and as required by xxx Xnternal Revenue Service to qualify as ordinary and necessary business expenses under the Company's deferred compensation planInternal Revenue Code of 1986, pursuant to which he may defer up to 100% of his Base Salary and bonus through as amended (the Company's deferral program"Code"). (j) The 2.3 All compensation and benefits to become payable to Executive will receive a $500 per month car allowance under subparagraphs 2.1 and will 2.2 shall be charged $100 per month for parkingsubject to applicable governmental laws and regulations regarding income tax withholding and other payroll taxes and deductions.

Compensation and Benefits. As full compensation for his services hereunder (a) During the Employment Period, Executive’s base salary shall be $500,000 per annum or such higher rate as the Board may determine from time to time (as adjusted from time to time, the “Base Salary”), which salary shall be payable by the Company in regular installments in accordance with the Company’s general payroll practices (in effect from time to time). The Board shall undertake an annual review of Executive’s Base Salary. In addition, during the Employment Period, and subject to all the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by the Compensation Committee of the Company's Board of Directors from time to time, but in no event at a rate of less than $500,000 per annum ("Base Salary"). (b) The Executive shall be eligible entitled to participate in all bonus, incentive and equity plans that are maintained by of the Company from time to time Company’s employee benefit programs for its which senior executive employees of the Company and its Subsidiaries are generally eligible, and Executive shall be entitled to four weeks of paid vacation each calendar year in accordance with the terms of such plans at the time of participation. The amount of Company’s policies, which if not taken during any bonus payable under year may not be carried forward to any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will subsequent calendar year and no compensation shall be payable in April, 2003lieu thereof. During the Employment Period, the Company shall provide Executive with a car comparable to that which he is using on the date of this Agreement (“Car”). The Employee shall be eligible take good care of the Car and ensure that the provisions and conditions of any policy of insurance relating thereto are observed (including the provision with respect to participate protection of the Car), and in the event that the Employee’s employment terminates for whatever reason, he shall forthwith return the Car with the keys and all pensionlicenses and other documentation relating to the Car, welfare and fringe benefit plansto the Company. The Employee shall not have any lien right in the Car or in any document or property relating thereto. (b) During the Employment Period, as well as perquisites, maintained by the Company from time to time shall reimburse Executive for its senior executive employees all reasonable business expenses incurred by him in accordance the course of performing his duties and responsibilities under this Agreement which are consistent with their respective terms as the Company’s policies in effect from time to time. In additiontime with respect to travel, during entertainment and other business expenses, subject to the Executive's active employment, the Company shall provide the Executive Company’s requirements with life insurance, with its group term life insurance plan or otherwise, on the life respect to reporting and documentation of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability)such expenses. (c) The In addition to the Base Salary, the Board may, in its sole discretion, award a bonus to Executive shall be entitled to three weeks vacation for following the end of each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive based upon Executive’s performance and the Company. Unused vacation ’s operating results during such year; provided, that as long as Executive shall be carried forward according to remain employed by the Company's policy. In additionCompany on January 4, the 2004, Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidaysminimum performance bonus equal to 25% of his Base Salary for fiscal 2003. (d) On March 4, 2002In addition to the Base Salary and any bonuses payable to Executive pursuant to this paragraph, Executive shall be granted a stock option for entitled to health insurance and disability insurance of such coverage as reasonably determined by the Board and term life insurance in an aggregate of 200,000 shares of the Company's common stock at a price per share amount equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such optiontwo times Executive’s Base Salary. (e) The Company During the Employment Period, Executive shall reimburse the Executive also be entitled to reasonable periods of sick leave (without loss of pay) in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, ’s policies as such Plan shall be in effect from time to time. (gf) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental All amounts payable to Executive as compensation hereunder shall be subject to all required and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered customary withholding by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As (a) Subject to the terms and conditions of this Agreement, as full compensation for his all services hereunder to be rendered pursuant to this Agreement, the Company agrees to pay Executive during the Employment PeriodTerm a base salary at an annual rate of One Hundred Fifty Thousand Dollars ($150,000.00), and subject to all payable in such installments as is the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by the Compensation Committee policy of the Company's Company with respect to executive employees of the Company (the "Salary"). The Board of Directors from time will review Executive's performance and Salary annually, commencing on June 30, 1999. The Salary will be subject to time, but in no event increase at a rate the discretion of less than $500,000 per annum ("Base Salary")the Board of Directors. (b) The Executive shall may receive bonuses on such dates, in such amounts and on such other terms as may be eligible to participate in all bonus, incentive and equity plans that are maintained by the Company from time to time for its senior executive employees in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability)sole discretion. (c) The Company shall pay or reimburse Executive shall be entitled to three weeks vacation for each fiscal year all reasonable expenses actually incurred or paid by him during the Employment Period to be taken at Term in the performance of his services under this Agreement, upon presentation of expense statements or vouchers or such time other supporting information as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidaysCompany reasonably may require. (d) On March 4, 2002, Executive shall be granted a eligible under any incentive plan, stock option plan, stock award plan, bonus, participation or extra compensation plan, pension, group insurance or other so-called "fringe" benefits, if any, which the Company generally provides for an aggregate of 200,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such optionits executives. (e) The Company shall reimburse provide to Executive, at the Company's expense, medical insurance with coverage reasonably satisfactory to Executive in accordance with and the Company. In the event that the Company obtains group medical insurance covering its relocation policy for costs incurred in relocating executives generally, the insurance provided to Executive hereunder may be provided by the San Francisco areaCompany under its group medical insurance plan covering its executives generally. (f) After thirty days of employmentThe Company will obtain, the Executive will be eligible to be included in at the Company's Associate Stock Incentive Planexpense, as disability insurance comparable to that provided to other executives of the Company generally, but such Plan coverage shall be in effect from time not exceed the amount of Executive's annual base salary less coverage provided to timeall employees under the group plan. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will shall be entitled to up to $2,500 vacation time of 15 days per year for reimbursement taken, subject to fulfillment of medical expenses not covered by his duties hereunder, in accordance with the vacation policy of the Company's health plan, and three personal days per year, during the Term. (h) The Executive is eligible Unless otherwise paid for by basic insurance coverage, the Company will pay for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in general medical check-up for Executive, once each year during the Company's deferred compensation planTerm hereof, pursuant to which he may defer up to 100% a cost to the Company of his Base Salary and bonus through the Company's deferral program$2,000.00 per each check-up. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder (a) During the Employment Period, Executive's base salary shall be a minimum of $261,861 per annum (as increased or decreased in accordance with this Agreement from time to time, the "Base Salary"), which salary shall be payable by the Company in regular installments in accordance with the Company's general payroll practices (in effect from time to time). The Executive's Base Salary will be subject to review and increase or decrease (but not below the Base Salary in effect on the date of this Agreement) by the Board on or about January 1 of each fiscal year during the Employment Period. In addition, during the Employment Period, and subject Executive shall be entitled to participate in all the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by the Compensation Committee of the Company's Board of Directors from time to time, but in no event at a rate of less than $500,000 per annum ("Base Salary")Benefits. (b) The Executive shall be eligible entitled to participate in all bonus, incentive and equity plans that are maintained by the Company from time to time for its senior executive employees five weeks of paid vacation each calendar year in accordance with the terms Company's policies, which if not taken in any year may not be carried forward to any subsequent calendar year and no compensation shall be payable in lieu thereof. Such vacation will accrue as of such plans at January 1 of each year, except that during the time remainder of participation. The the 2003 calendar year, Executive shall accrue five weeks of paid vacation minus the amount of any bonus payable under any such plan will be 50% vacation Executive previously took in 2003 as of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. this Agreement. (c) During the Employment Period, the Company shall reimburse Executive shall be eligible to participate for all reasonable business expenses incurred by him in all pensionthe course of performing his duties, welfare responsibilities and fringe benefit plans, as well as perquisites, maintained by functions under this Agreement which are consistent with the Company from time to time for its senior executive employees in accordance with their respective terms as Company's policies in effect from time to time. In additiontime with respect to travel, during entertainment and other business expenses, subject to the ExecutiveCompany's active employment, the Company shall provide the Executive requirements with life insurance, with its group term life insurance plan or otherwise, on the life respect to reporting and documentation of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability)such expenses. (cd) The Executive shall be entitled In addition to three weeks vacation for the Base Salary, following the end of each fiscal year during the Employment Period Period, the Board shall award a bonus to be taken Executive in an amount equal to up to 35% of Executive's Base Salary in effect at the end of such time as mutually convenient to the Executive fiscal year, based upon Executive's performance and the Company. Unused vacation shall be carried forward according to 's achievement of operating targets established by the Company's policy. In additionchief executive officer in consultation with the Board (or any compensation committee thereof) at the beginning of such fiscal year; provided, the Executive shall be entitled however, that with respect to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 20022003, Executive shall be granted awarded a stock option for an aggregate of 200,000 shares of bonus based on the Company's common stock at a price per share equal operating results for 2003 pursuant to the closing price bonus plan in effect for Executive on the date hereof, with no adjustment to such operating results as may be required under generally accepted accounting principles due to the consummation of the Company's Common Stock on transactions contemplated by the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such optionMerger Agreement. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible indemnified and defended for acts performed (or omissions made) in his capacity as an officer or director of the Company to be included the fullest extent specified in the Company's Associate Stock Incentive Plan, certificate of incorporation and bylaws and as such Plan shall be in effect from time to timepermitted under Delaware law. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during the Employment Period, and subject to all the provisions hereof: (a) The Company shall pay to the ExecutiveEmployee, in accordance with its normal payroll practices and subject to required withholdingthe Employee hereby accepts, a salary calculated (the “Base Salary”) at such the rate of C$350,000.00 per annum as annum, less statutory deductions. The Base Salary may be fixed increased from time to time by the Compensation Committee of the Company's Board of Directors from time to timeof the Company during the term of the Agreement and, but in no event at a rate of less than $500,000 per annum ("upon any increase, such increased salary shall then become the Base Salary"). The Base Salary shall be payable in equal monthly installments in arrears. (b) The Executive Employee shall be eligible entitled to participate in the Company’s Executive Management Performance Bonus Plan and in any successor bonus plan. The target bonus level shall be 75% of Base Salary but this may vary between 0% and 200% depending on results and performance. (c) The Company shall reimburse the Employee for all bonusreasonable and documented travel, incentive entertainment and equity other business expenses actually and properly incurred by him in connection to his duties hereunder. The Employee shall render expense accounts requesting reimbursements of his expenses hereunder within a reasonable period of time following such expense and in accordance with such documentation and verification as the President and Chief Executive Officer of the Company may from time to time require. (d) The Employee shall be entitled to participate in such of the Company’s benefit and deferred compensation plans as are from time to time available to executive officers of the Company, including medical and dental health plans, life and disability insurance plans, supplemental retirement programs and other fringe benefit plans (provided, however, that are maintained the Employee’s benefits may be modified by the Company or the Employee may be denied participation in any such plan because of a condition or restriction imposed by law or regulation or third-party insurer or other provider relating to participation). (e) The Employee shall be entitled to participate in any and all applicable group savings or retirement plans, or other fringe benefits of the Company as established by the Company from time to time for its senior in which executive employees in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated officers are eligible to reflect the percentage of time worked during such fiscal year, andparticipate, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive Employee shall be eligible to participate in have fulfilled all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time eligibility requirements for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco areabenefits. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan The Employee shall be in effect from time to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per four weeks of paid vacation during each year for reimbursement of medical expenses not covered employment hereunder at such time or times as may be selected by the Company's health plan. (h) The Employee and approved by the President and Chief Executive is eligible for a discount of 40% on catalog Officer, and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate as are in accordance with the Company's deferred compensation plan, pursuant ’s policies and reasonable operating requirements. The Employee shall be entitled to which he may defer up all public holidays applicable in Canada to 100% a maximum of his Base Salary and bonus through the Company's deferral programten (10) days per annum. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during (a) During the Employment Period, and subject to all the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a ’s base salary calculated at such rate shall be $132,000.00 per annum (as may be fixed by the Compensation Committee of the Company's Board of Directors adjusted up, but not down, from time to time, but in no event at a rate of less than $500,000 per annum ("the “Base Salary"”), which salary shall be payable by the Company in regular installments in accordance with the Company’s general payroll practices (in effect from time to time). The Executive’s Base Salary will be subject to review annually by the Board to take effect on or about January 1 of each fiscal year during the Employment Period. (b) The Executive shall be eligible entitled to participate in all bonus, incentive and equity plans that are maintained by the Company from time to time for its senior executive employees four (4) weeks of paid vacation each calendar year in accordance with the terms of such plans at the time of participationCompany’s policies. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal yearIn addition, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe standard employee benefit plans, as well as perquisites, maintained programs made available by the Company from time to time for its senior the Company’s executive employees generally, in accordance with their respective terms the eligibility and participation provisions of such plans and as such plans or programs may be in effect from time to time and at a level consistent with her title, duties and responsibilities. The Company reserves the right to amend any employee welfare or retirement benefit plan, policy, program or arrangement from time to time. In addition, during or to terminate such plan, policy, program or arrangement, consistent with the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability)terms thereof. (c) The Executive shall be entitled to three weeks vacation for each fiscal year during During the Employment Period to be taken at such time as mutually convenient to Period, the Company shall reimburse the Executive for all reasonable out-of-pocket business expenses incurred as a result of the performance of her duties under this Agreement, including, but not limited to, her reasonable customer entertainment expenses, travel expenses, and all other business expenses incurred by her in the course of performing her duties, responsibilities and functions under this Agreement, which are consistent with the Company. Unused vacation shall be carried forward according ’s policies in effect and subject to revision from time to time with respect to travel, entertainment and other business expenses, and further subject to the Company's policy. In addition, the Executive shall be entitled ’s requirements with respect to ten days paid holidays a year, including six holidays reporting and four floating holidaysdocumentation of such expenses. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal In addition to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employmentBase Salary, the Executive will be eligible to be included participate in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to time. (g) Effective on bonuses based upon the Executive's first day of employment’s performance relative to annual goals and other financial and non-financial performance measures to be to be established by the Board in its reasonable discretion (the “Annual Bonus”). Annual Bonus amounts, he will receive health coverageto the extent earned for any fiscal year, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled payable in a lump sum on or before March 15th following the end of the fiscal year to up to $2,500 per year for reimbursement of medical expenses not covered which the Annual Bonus relates. The Executive must remain actively employed by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog Company and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus good standing through the Company's deferral programdate of payment of any Annual Bonus to earn any such amounts, except as otherwise provided in Section 4(b). (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during the Employment Period, and subject to all the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by the Compensation Committee of the Company's Board of Directors from time to time, but in no event at a rate of less than $500,000 per annum ("Base Salary"). (b) The Executive shall be eligible to participate in all bonus, incentive and equity plans that are maintained by the Company from time to time for its senior executive employees in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive Executive’s base salary shall be eligible to participate in all pension, welfare and fringe benefit plans, $140,000 per annum or such other rate as well as perquisites, maintained by the Company Board may determine from time to time for its senior executive employees in accordance with their respective terms (the “Base Salary”). Executive’s Base Salary (as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year reviewed on no less than an annual basis, and, without the prior written consent of Executive, it shall not be reduced during the Employment Period to be taken at such time (except as mutually convenient to part of a general reduction in the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option base salaries for an aggregate of 200,000 shares all executive officers of the Company's common stock at a price per share equal to ). Executive’s Base Salary shall be payable by the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable Company in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive regular installments in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, ’s general payroll practices (as such Plan shall be in effect from time to time). (gb) Effective During the Employment Period, the Company shall reimburse Executive for all reasonable business expenses incurred by him in the course of performing his duties and responsibilities under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of such expenses. (c) In addition to the Base Salary, Executive shall be eligible to receive a performance bonus with respect to each year during the Employment Period in an aggregate target amount of up to 75% of Executive’s Base Salary; provided that for the fiscal year ended December 31, 2006 (to the extent not already paid prior to the effective date hereof) and the fiscal year ended December 31, 2007, such bonus shall be based on the Executive's first day measures set forth on Exhibit B hereto and provided further that for each fiscal year of employmentthe Company beginning after December 31, he will receive health coverage2007, including medical, dental such bonus shall be based on the terms of the Company’s management incentive plan in effect from time to time as determined by the Board after consultations with members of the Company’s senior management team. (d) All amounts payable to Executive as compensation hereunder shall be subject to all required and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered customary withholding by the Company's health plan. (he) The During the Employment Period, Executive is eligible shall be included in all employee benefit plans, programs, arrangements (including, without limitation, any plans, programs or arrangements providing for a discount disability benefits, health insurance, vacation and paid holidays) to the extent established by the Company for, or made available to all its senior executives, subject to Executive’s satisfaction of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employmentall applicable eligibility requirements. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during Subject to the Employment Period, and subject Executive's reasonable adherence to all of his responsibilities under this Agreement and all other written agreements with the provisions hereofCompany, the Executive shall be entitled to receive the following compensation and benefits during his employment with the Company: (a) The As compensation for all services to be rendered to the Company by the Executive, the Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, Executive a salary calculated at such rate per annum as may be fixed by the Compensation Committee of the Company's Board of Directors from time to time, but in no event at a rate of less than $500,000 225,000 per annum together with a relocation allowance of $108,000 per annum. The salary component shall be reviewed by the Company at least annually and for the purposes of this Agreement, the higher of the above salary amount and the reviewed salary amount (if any), together with the above relocation allowance, shall be referred to as the "Base Salary"). The Base Salary shall not be subject to reduction without the written consent of the Executive, except that if the Board reduces the salary of all senior managers of the Company, the Base Salary shall be reduced by the same percentage as the percentage reduction in salary of such senior managers. (b) The Executive shall be eligible to participate receive an annual bonus with respect to each fiscal year of the Company while this Agreement is in all bonuseffect, incentive subject to the attainment of objective performance goals and equity plans that are maintained other criteria, as determined by the Board in its sole discretion, and approved by the Nomination and Remuneration Committee of the Parent. (c) All such compensation shall be payable in accordance with the payroll and bonus policies of the Company as from time to time for its senior executive employees in accordance with the terms of effect, less such plans at the time of participation. deductions as shall be required to be withheld by applicable law and regulations. (d) The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible permitted during his employment, if and to the extent eligible, to participate in all pension, welfare group insurance programs and other fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employment, plans that the Company shall provide the Executive with life insurance, with make available to its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability)executive employees. (ce) The Executive shall be entitled to three four (4) weeks of vacation for each fiscal year during the Employment Period to be taken at such annually. Vacation time as mutually convenient to the Executive shall accrue pro-rata and the Company. Unused vacation shall be carried forward according to otherwise in accordance with the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, vacation policies as such Plan shall be in effect from time to time. (gf) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will Subject to such policies as may from time to time be entitled to up to $2,500 per year for reimbursement of medical expenses not covered established by the Company's health plan. (h) The , the Company shall pay or reimburse the Executive is eligible for a discount of 40% on catalog all reasonable and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The necessary expenses actually incurred or paid by the Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he course of performing his duties hereunder upon presentation of expense statements or vouchers or such other supporting information as the Company may defer up to 100% of his Base Salary and bonus through the Company's deferral programreasonably require. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation for his services hereunder during the Employment Period, and subject to all the provisions hereof: (a) a. The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, Executive a salary calculated at such rate per annum as may be fixed by the Compensation Committee of the Company's Board of Directors from time to time, but in no event at a rate of not less than $500,000 175,000 per annum in accordance with the salary payment practices of the Company. The Board ("Base Salary")or an appropriate committee of the Board) shall review the Executive's salary at least annually and may increase the Executive's base salary if it determines in its sole discretion that an increase is appropriate. The Company shall also pay (if applicable) to the Executive directors' fees for his service on the Board of Directors of the Company or any of its subsidiaries in accordance with the director compensation practices of the Company. (b) b. The Executive shall participate in a management incentive program and shall be eligible to participate in all receive quarterly payments of a bonus, incentive and equity plans that are maintained by the Company from time to time for its senior executive employees in accordance with the terms of such plans at the time of participation. The an amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon achievement of targeted levels of performance and such other criteria as the Compensation Committee shall establish from time to time pursuant to that program. In addition, the Compensation Committee shall annually consider the Executive's achievement of pre-agreed upon objectivesperformance and determine if any additional bonus is appropriate. For the Company's 2002 fiscal yearyear ending December 31, such 1998, the annualyzed bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that for the Executive has been employed set at $85,000 provided certain performance criteria are met. c. The Executive shall continue to participate in the 1995 Phoenix International Ltd., Inc. Employee Stock Option Plan adopted by the Company continuously through Board on October 21, 1995, as amended (the date "Plan"), and be eligible for the grant of paymentadditional stock options, will restricted stock and other awards thereunder. Nothing contained in this Agreement shall be payable in April, 2003. During deemed to alter or amend the Employment Period, the terms of any outstanding grants or awards thereunder. d. The Executive shall be eligible continue to participate in all pensionretirement, welfare welfare, deferred compensation, life and fringe health insurance (including health insurance for Executive's spouse and his dependents), and other benefit plansplans or programs of the Company now or hereafter applicable to the Executive or applicable generally to employees of the Company or to a class of employees that includes senior executives of the Company; provided, as well as perquisiteshowever, maintained that during any period during the Term that the Executive is subject to a Disability, and during the 180-day period of physical or mental infirmity leading up to the Executive's Disability, the amount of the Executive's compensation provided under this Section 3 shall be reduced by the sum of the amounts, if any, paid to the Executive for the same period under any disability benefit or pension plan of the Company or any of its subsidiaries. e. The Company shall provide to the Executive an automobile owned or leased by the Company from time of a make and model appropriate to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employmentstatus (in the reasonable opinion of the Executive) or, the Company in lieu thereof, shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on an annual allowance of not less than $12,000 to partially cover the life cost of the Executive for business use of an automobile owned or leased by the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability)Executive. (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) f. The Company shall reimburse the Executive's reasonable expenses for dues and capital assessments for country and dining club memberships currently held by the Executive; provided, however, that if the Executive during the term of his employment with the Company ceases his membership in any such clubs and any bonds or other capital payments made by the Company are repaid to the Executive, the Executive shall pay over such payments to the Company. g. The Company shall continue to reimburse the Executive for travel, seminar, and other expenses related to the Executive's duties which are incurred and accounted for in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days historic practices of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan, pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking.

Compensation and Benefits. As full compensation 2.1 During the Term Employee shall be paid a monthly salary not less than the amount set forth under the heading "Monthly Base Salary" on Exhibit A, subject to increase in the sole discretion of Company's Board of Directors, which increases may be withdrawn at any time by the Board of Directors but not below the "Monthly Base Salary" amount set forth on Exhibit A by Company. Employee's monthly salary will be paid in semimonthly installments in accordance with Company's standard payroll practice. Any calculation to be made under this Agreement with respect to an adjustment of Employee's Monthly Base Salary shall be made using the then current Monthly Base Salary in effect at the time of the event for his services hereunder during which such calculation is made. 2.2 While employed by Company, Employee shall be allowed to participate, on the Employment Periodsame terms as other employees of Company, in all employee benefit plans and programs, including improvements or modifications of the same, which are made available by Company to all of Company's employees. Such benefits, plans, and subject programs may include, without limitation, medical, health, and dental care, life insurance, disability protection, and pension plans. 2.3 Company shall not by reason of this Article 2 be obligated to all institute, maintain, or refrain from changing, amending, or discontinuing, any such incentive compensation or employee benefit program or plan, so long as such actions are similarly applicable to covered employees generally. Moreover, unless specifically provided for in a written plan document adopted by the provisions hereof:Board of Directors of Company, none of the benefits or arrangements described in this Article 2 shall be secured or funded in any way, and each shall instead constitute an unfunded and unsecured promise to pay money in the future exclusively from the general assets of Company. 2.4 Beginning on the Effective Date, Employee shall be entitled to receive sales incentives equal to 3% of the gross sales revenue directly generated by Employee's sales efforts or his outside sales network, less any outside sales commissions, finder's fees, or other sales incentives paid to third parties (including commissions or sales incentives paid to any inside sales force of Company). The 3% sales incentive shall be paid to Employee within 30 days of Company's receipt of the monies generated by the sales efforts of Employee or his outside sales network, provided, however, that, upon the earliest to occur of (a) The the maximum 6,000,000 shares of Series D Preferred Stock to be paid by Company in exchange for Employee's contribution to the Company of various intangible assets owned by Employee pursuant to paragraph 2.6 hereof is fully vested, or (b) December 31, 2005, Employee shall pay no longer be eligible to receive a 3% commission on sales generated by his outside sales network, and will only be eligible to earn a 3% sales commission on sales generated directly through his own personal sales efforts. 2.5 Subject to the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by approval of the Compensation Committee of the Company's Board of Directors from time to timeat its January 2005 meeting, but in no event at a rate of less than $500,000 per annum ("Base Salary"). (b) The Executive shall be eligible to participate in all bonus, incentive and equity plans that are maintained by the Company from time to time for its senior executive employees in accordance with the terms of such plans at the time of participation. The amount of any bonus payable under any such plan will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive Employee shall be granted a stock an option for an aggregate of 200,000 to purchase 1,680,000 unregistered shares of the Company's common stock at a strike price per share equal of $0.03. The grant shall be effective on the date approved by the Compensation Committee and, so long as Employee remains employed by Company, shall vest 120,000 shares on each of April 1, 2005, July 1, 2005, October 1, 2005, January 1, 2006, April 1, 2006, July 1, 2006, October 1, 2006, January 1, 2007, April 1, 2007, October 1, 2007, January 1, 2008, April 1, 2008, July 1, 2008, and October 1 2008. 2.6 Subject to the closing price approval of the Company's Common Board of Directors, as further consideration for Employee's efforts and for the various intangible assets to be agreed upon by the parties being contributed to Company by Employee contemporaneously herewith, including but not limited to outstanding sales projects with bids submitted, sales agent network, industry contacts, industry knowledge and industry relationships (the "Intangible Assets"), beginning on December 1, 2005 and continuing every month thereafter until October 1, 2005, Company shall issue to Employee a total of 6,000,000 unregistered shares of Company's Series D Preferred Stock (the "Shares") in eleven (11) installments, comprised of 1,000,000 Shares as the initial installment on December 1, 2004, and 500,000 Shares per installment for the New York Stock Exchange on remaining ten (10) installments, provided, however, that each such installment after the initial installment shall be reduced proportionately if and to the extent that $100,000 of incremental Net Sales Revenue has not been generated by Employee for Company since the prior installment, and provided further that, if and to the extent that $200,000 of incremental Net Sales Revenue is not generated between December 1, 2004 and March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment2005, the Executive will be eligible to be included Shares issued in the Company's Associate Stock Incentive Planinitial installment on December 1, as such Plan 2004 shall be likewise proportionately reduced, which reduction shall be in effect from addition to, and not a substitute for, the proportionate reductions of the monthly installments made on January 1, 2005, February 1, 2005 and March 1, 2005. If at the time an installment is to time. be paid, the incremental Net Sales Revenue is less than or greater than $100,000 (g) Effective or $200,000 in the case of the initial installment), such deficit or surplus shall be carried over to the next installment so that, if Employee generates Net Sales Revenue utilizing the intangible assets equal to or greater than $1,000,000 on or before December 31, 2005 (60 days after the last installment is due to be paid on November 1, 2005), Employee will have been issued the maximum total of 6,000,000 shares of Series D Preferred Stock of Company. Correspondingly, if and to the extent that the total Net Sales Revenue for the period beginning on the Executive's first day Effective Date and ending on December 31, 2005 is less than $1,000,000, the number of employmentSeries D Preferred shares to be issued to Employee will have been proportionately reduced and will not be increased by Net Sales Revenue after December 31, he will receive health coverage2005. "Net Sales Revenue" shall be defined and calculated by subtracting (a) the total cost of goods, including medicalall sales commissions or incentives paid to anyone, dental including but not limited to Employee, and vision benefits, together the total cost of sales from the gross selling price of products sold by Employee and or his outside sales network from (b) the gross sales revenues generated by Employee or his sales network. If Employee obtains for Company a definitive agreement for the sale of a network of 100 or more electronic screen signs with sick pay, long a minimum 5 year term and short term disability insurancea 50% or greater revenue sharing arrangement, travel/accident insuranceEmployee's Probationary Period, jury/witness duty payas defined in Exhibit A, bereavement leave and tuition reimbursementwill immediately terminate. In additionsuch an event, the Executive Employee will be entitled permitted to up to $2,500 per year for reimbursement (a) apply 3% of medical expenses not covered by the Company's health plan. projected first year revenues from such agreement toward the Net Sales Revenue generated by Employee for the purposes of meeting the requirements of the stock compensation incentive as outlined in this paragraph and (hb) The Executive elect, in Employee's sole discretion, to waive his right to collect the 3% sales commission as noted in paragraph 2.4 herein, and allow Company to retain those funds so that they are considered to be additional "Net Sales Revenue" generated by Employee. Because the Shares will be issued subject to a substantial risk of forfeiture, namely, if and to the extent that Employee fails to generate sufficient Net Sales Revenue to cause all such shares to be earned, Employee can elect to be taxed immediately on the Shares at their fair market value at the time of issuance ($.0167 per share for the initial installment on December 1, 2004) under Internal Revenue Code ss.83(b) (which election must be filed with the Internal Revenue Service no later than thirty (30) days after the issuance of any installment of the Shares for which an election is eligible desired). If Employee fails to make a timely election under Internal Revenue Code ss.83(b) for a discount accelerated recognition of 40% any installment of Shares, then those Shares will be valued for income tax purposes by Company's Board of Directors, in its sole discretion, at the time that the risk of forfeiture for Shares expires on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day account of employment. Company's receipt of Net Sales Revenue. Employee acknowledges, however, that (i) The Executive the tax laws relating to deferred recognition of compensation have been changed as of January 1, 2005 by the American Jobs Creation Act of 2004 and regulations to be promulgated under the new law, (ii) Company is eligible not providing Employee with tax advice concerning existing tax law or the effect of the new law and (iii) Employee will consult with and rely upon Employee's own legal, tax and financial advisers concerning the tax and other effects of the issuance of the Shares to participate Employee. 2.7 If a majority of the Board (excluding Employee) determines, in its sole discretion, that Employee has not met the requirements of the Probationary Period as defined in Exhibit A hereto and Company terminates Employee's employment as a result of that determination, Employee shall lose all rights to, and shall surrender to Company, all shares of Company stock and options to purchase Company stock granted to Employee pursuant to this Agreement upon such termination and Company shall return the Intangible Assets to Employee. 2.8 In the event of Employee's termination during the Probationary Period, Company shall negotiate in good faith, and make a diligent effort to grant a non-exclusive worldwide sales representative agreement to the former Employee, whereby the sale of Company's deferred compensation planproducts, pursuant services and or technologies will be represented by Employee to which he may defer up to 100% third parties. Also, the termination of his Base Salary Employee during the Probationary Period shall trigger the effectiveness of the previously executed Confidentiality and bonus through Non-Circumvention Agreement (the Company"NDA"). In the absence of Employee's deferral programtermination during the Probationary Period and the resulting effectiveness of the NDA, Employee shall be bound by the non-disclosure, non-compete, and non-circumvention obligations contained in this Agreement. (j) The Executive will receive a $500 per month car allowance and will be charged $100 per month for parking2.9 Company shall withhold from any compensation, benefits, or other amounts payable to Employee under this Agreement all federal, state, city, or other taxes required by law.

Compensation and Benefits. As full compensation for his services hereunder during Executive shall continue to receive the Employment Periodsalary and benefits in effect on the Effective Date through the Departure Date, and subject to all the provisions hereof: (a) The Company shall pay the Executive, in accordance with its normal payroll practices and subject to required withholding, a salary calculated at such rate per annum as may be fixed by the Compensation Committee of including without limitation coverage under the Company's Board of Directors from time to time’s health, but in no event at a rate of less than $500,000 per annum ("Base Salary"). (b) The Executive shall be eligible life insurance and disability plans and eligibility to participate in all bonus, incentive and equity plans that are maintained by the Company from time to time for its senior executive employees in accordance with the terms of such plans at the time of participationCompany’s 401(k) plan. The amount of any bonus payable under any such plan He also will be 50% of the Executive's Base Salary at "target," as determined by the Compensation Committee of the Company's Board of Directors based upon the Executive's achievement of pre-agreed upon objectives. For the Company's 2002 fiscal year, such bonus will be prorated to reflect the percentage of time worked during such fiscal year, and, provided that the Executive has been employed by the Company continuously through the date of payment, will be payable in April, 2003. During the Employment Period, the Executive shall be eligible to participate in all pension, welfare and fringe benefit plans, as well as perquisites, maintained by the Company from time to time for its senior executive employees in accordance with their respective terms as in effect from time to time. In addition, during the Executive's active employment, the Company shall provide the Executive with life insurance, with its group term life insurance plan or otherwise, on the life of the Executive for the benefit of his designated beneficiaries in the amount of $750,000 (increased to $1,000,000 upon evidence of insurability). (c) The Executive shall be entitled to three weeks vacation for each fiscal year during the Employment Period to be taken at such time as mutually convenient to the Executive and the Company. Unused vacation shall be carried forward according to the Company's policy. In addition, the Executive shall be entitled to ten days paid holidays a year, including six holidays and four floating holidays. (d) On March 4, 2002, Executive shall be granted a stock option for an aggregate of 200,000 shares of the Company's common stock at a price per share equal to the closing price of the Company's Common Stock on the New York Stock Exchange on March 1, 2002, exercisable in five equal cumulative installments, with 1/5th being exercisable on each of the first, second, third, fourth and fifth anniversary of the date of such option. (e) The Company shall reimburse the Executive in accordance with its relocation policy for costs incurred in relocating to the San Francisco area. (f) After thirty days of employment, the Executive will be eligible to be included in the Company's Associate Stock Incentive Plan, as such Plan shall be in effect from time to time. (g) Effective on the Executive's first day of employment, he will receive health coverage, including medical, dental and vision benefits, together with sick pay, long term and short term disability insurance, travel/accident insurance, jury/witness duty pay, bereavement leave and tuition reimbursement. In addition, the Executive will be entitled to up to $2,500 per year for reimbursement of medical expenses not covered by the Company's health plan. (h) The Executive is eligible for a discount of 40% on catalog and retail merchandise purchases (except a 20% discount on electrics and sale merchandise) effective on his first day of employment. (i) The Executive is eligible to participate in the Company's deferred compensation plan’s annual incentive program for fiscal year 2011 (“2011 AIP”) and shall be entitled to receive the amount he would otherwise would have been entitled to receive under the 2011 AIP had he remained employed by the Company through the bonus payment date. In addition, (i) the vesting of 71,041 of Executive’s outstanding unvested options set forth on Schedule A shall fully accelerate and become vested on the Departure Date and (ii) all of Executive’s stock options that are vested on the Departure Date will remain exercisable for a period of one year following the Departure Date (the “Option Benefits”). All unused paid time off shall be paid out upon the Executive’s departure pursuant to which he may defer up to 100% of his Base Salary and bonus through the Company's deferral program. ’s policies. Executive further agrees that, within ten (j10) The days of the Departure Date, Executive will receive submit a $500 per month car allowance final documented expense reimbursement statement reflecting all business expenses incurred by Executive in conducting the business of the Company during the Term, if any, for which Executive seeks reimbursement. Executive further acknowledges and agrees that he will not be charged $100 per month entitled to any reimbursement for parkingany expenses incurred by him after the Departure Date except as otherwise specifically set forth herein. The Company will reimburse Executive for these expenses pursuant to the Company’s policies. By the Departure Date, Executive agrees to return to the Company all Company documents (and all copies thereof) and other Company property that Executive has had in Executive’s possession at any time, including, but not limited to, Company files, notes, drawings, records, business plans and forecasts, financial information, specifications, computer-recorded information, tangible property (excluding computers, telephones, and/or mobile devices which Executive may retain provided all Confidential Information (as defined below) is removed from such electronic devices), credit cards, entry cards, identification badges and keys; and, any materials of any kind that contain or embody any proprietary or Confidential Information (as defined below) of the Company (and all reproductions thereof).