EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is made as of the [DATE], between [COMPANY], a Delaware corporation (together with its successors and assigns and affiliates, particularly [AFFILIATE], collectively, the “Company”), and [EMPLOYEE] (“Employee”).

Recitals

A. The Company and Employee desire to enter into an agreement pursuant to which the Company shall employ Employee as its General Counsel subject to the terms and conditions of this Agreement.

Agreement

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained herein, the parties agree as follows:

1. Employment.

The Company hereby engages Employee to serve as the General Counsel of the Company, and Employee shall serve the Company, during the Service Term (as defined in Section 4 below) in the capacities, and subject to the terms and conditions, set forth in this Agreement.

2. Duties.

During the Service Term, Employee, as General Counsel of the Company, shall have all the duties and responsibilities customarily rendered by General Counsels of companies of similar size and nature and such other duties and responsibilities as may be delegated from time to time by the Chief Employee Officer of the Company in his sole discretion. Employee shall report to the Chief Employee Officer.

Employee shall devote his best efforts and substantially all of his business time) and attention (except for vacation periods and periods of illness or other incapacity) to the business of the Company. With the consent of the Chief Employee Officer, Employee shall be permitted to serve on the boards of or take ownership interests in other companies and participate in other business activities so long as such service does not unreasonably interfere with his duties to the Company.

3. Salary, Bonus and Benefits.

The Chief Employee Officer shall make all decisions related to Employee’s base salary and the payment of bonuses, if any.

(a) Base Salary. During the Service Term, the Company shall pay Employee a base salary (the “Annual Base Salary”) at the rate of [AMOUNT] per annum in accordance with the Company’s customary payroll practices (minus all applicable withholdings). Employee’s Annual Base Salary for any partial year shall be prorated based upon the number of working days (Monday through Friday, excluding weekend days Saturday and Sunday) elapsed in such year. The Annual Base Salary may be increased (but not decreased) from time to time during the Service Term by the Board based upon the Company’s and Employee’s performance.