full of Mr. Lee's outstanding unvested options, restricted stock and other equity-based awards that would have vested solely based on his continued employment, as well as the continuation of outstanding stock options, until the earlier of one year after the date of termination of his employment or the original expiration date of the options; and (vi) payment of up to $20,000 of outplacement services.
(b) Change of Control. If, within 2 years following a Change in Control, Mr. Lee (x) terminates his employment for Good Reason, (y) is terminated by the Company without Cause, or (z) terminates his employment upon the Company's failure to renew the Agreement, then he is entitled to receive the same benefits he would have received as described above under "No Change in Control" except that (i) the payment of his annual base salary shall be for the period equal to the greater of 18 months or the sum of four weeks for each full year of continuous service that Mr. Lee has with the Company (the "Change in Control Severance Period") and (ii) Mr. Lee's health care plan coverage shall continue for the Change in Control Severance Period.
(c) For Cause. If the Company terminates Mr. Lee's employment for Cause or Mr. Lee terminates his employment for other than Good Reason, the Agreement terminates and the Company will have no further obligations to him other than to pay any accrued obligations.
4. Business Protection Agreements. Mr. Lee is also bound by confidentiality provisions, non-competition covenants and non-solicitation restrictions concerning both customers and employees of the Company. The foregoing description is qualified in its entirety by reference to the Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference Separation Agreement On May 29, 2009, the Company entered into a Separation Agreement (the "Separation Agreement") with Bradley T. Roos, the Company's Senior Vice President and President- Europe and Asia Pacific. Pursuant to the Separation Agreement, the employment agreement between the Company and Mr. Roos (the "Employment Agreement") was terminated. As previously reported, Mr. Roos' employment relationship with the Company was terminated effective May 8, 2009 (the "Termination Date"). The material terms of the Separation Agreement are as follows:
1. Post-employment Compensation. The Separation Agreement provides for the Company to make severance payments to Mr. Roos equal to his current annual salary for the period of twelve months from the Termination Date. Mr. Roos will receive the bonus (subject to the achievement of certain levels of EBIDTA by the Company and the Company's Europe-Asia Pacific business), if any, that he would have received for calendar year 2009, pro-rated based on the number of days he was employed in 2009 before the Termination Date. The Company will permit Mr. Roos to continue medical

and dental insurance coverage for himself, his spouse, and his eligible dependents for the period of twelve months from the Termination Date on the same basis and at the same cost as if he remained employed. Mr. Roos is also entitled to vesting in full of his outstanding unvested options, restricted stock and other equity based awards that would have vested based solely on his continued employment. Additionally, all of Mr. Roos' outstanding stock options will remain outstanding until the earlier of (a) one year from the Termination Date or
(b) the original expiration date of the options. Mr. Roos is also entitled to outplacement services of up to $20,000. In addition, the Company will make a lump sum payment of $45,000 to Mr. Roos.
2. Housing and Relocation Benefits. Mr. Roos will also be entitled to continued housing and educational allowances provided for under his Employment Agreement through June 30, 2009. The Company will also reimburse Mr. Roos for the cost of returning to the United States.
3. Business Protection Agreements. Mr. Roos is also bound by confidentiality provisions, non-competition covenants and non-solicitation restrictions concerning both customers and employees of the Company.
4. Release. In order to collect his severance benefits, Mr. Roos has signed and returned a release agreement, pursuant to which Mr. Roos agreed to release all current or future claims, known or unknown, arising on or before the date of the release against the Company and its affiliates and their respective officers, directors, employees, agents, insurers, assigns, and successors in interest. In addition, as a condition to the receipt of his severance benefits, Mr. Roos' agreed to waive, other than as set forth in the Separation Agreement, any and all rights to any severance, notice rights, payments, benefits or other amounts he may have been entitled to under the laws of England and Wales. The foregoing description is qualified in its entirety by reference to the Separation Agreement, a copy of which is filed herewith as Exhibit 10.2 and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits
(d) Exhibits The following exhibits are filed herewith:

Exhibit 10.1    Employment Agreement dated May 26, 2009, by and between Mr. Robert B.
                Lee and the Company

Exhibit 10.2    Separation Agreement dated May 29, 2009, by and between Mr. Bradley
                T. Roos and the Company