Exhibit 10(y)

EMPLOYMENT, NONDISCLOSURE AND NON-COMPETE AGREEMENT


EMPLOYMENT, NONDISCLOSURE AND NON-COMPETE AGREEMENT
("Agreement") made and entered into as of this 7th day of
December, 1999 by and between RICHARDSON ELECTRONICS, LTD., a
Delaware corporation with its principal place of business located
at 40W267 Keslinger Road, PO Box 393, LaFox, IL 60147-0393 (the
"Employer"), and KEVIN C. OAKLEY, an individual whose current
residence is located at 107 Greeley Circle, Liverpool, New York
13090 ("Employee").

	RECITALS

WHEREAS, the Employer desires to employ Employee as its Vice
President and General Manager Medical Division upon the terms and
conditions stated herein; and

WHEREAS, Employee desires to be so employed by the Employer
at the salary and benefits provided for herein; and

WHEREAS, Employee acknowledges and understands that during
the course of his employment, Employee will become familiar with
certain confidential information of the Employer which provides
Employer with a competitive advantage in the marketplace in which
it competes, is exceptionally valuable to the Employer, and is
vital to the success of the Employer's business; and

WHEREAS, the Employer and Employee desire to protect such
confidential information from disclosure to third parties or its
use to the detriment of the Employer; and

WHEREAS, the Employee acknowledges that the likelihood of
disclosure of such confidential information would be
substantially reduced, and that legitimate business interests of
the Employer would be protected, if Employee refrains from
competing with the Employer and from soliciting its customers and
employees during and following the term of this Agreement, and
Employee is willing to covenant that he will refrain from such
actions.

NOW THEREFORE, in consideration of the promises and of the
mutual covenants and agreements hereinafter set forth, the
parties hereto acknowledge and agree as follows:

	ARTICLE ONE

	NATURE AND TERM OF EMPLOYMENT

1.01 Employment.  The Employer hereby agrees to employ
Employee and Employee hereby accepts employment as the Employer's
Vice President and General Manager, Medical Division.

1.02 Term of Employment.  Employee's employment pursuant to
this Agreement shall commence on December 7, 1999, or such
earlier date as may be agreed upon by Employee and the Employer
and, subject to the other provisions of this Agreement, the term
of such employment (the "Employment Term") shall continue
indefinitely on an "at will" basis.

1.03 Duties.  Employee shall perform such managerial duties
and responsibilities in connection with the Company's Medical
Division or its successor, and such other duties and
responsibilities as may be assigned by the President/COO of
Employer, or such other person as the Employer may designate from
time to time, and Employee will adhere to the policies and
procedures of the Employer, including, without limitation, its
Code of Conduct, and will follow the supervision and direction of
Employer's President/COO or such other person as the Employer may
designate from time to time in the performance of such duties.
Employee agrees to devote his full working time, attention and
energies to the diligent and satisfactory performance of his
duties hereunder and to developing and improving the business and
best interests of the Company.  Employee will use all reasonable
efforts to promote and protect the good name of the Company and
will comply with all of his obligations, undertakings, promises,
covenants and agreements as set forth in this Agreement.
Employee will not, during the Employment Term or during any
period during which Employee is receiving payments pursuant to
Article 2 and/or Section 5.04, engage in any activity which would
have, or reasonably be expected to have, an adverse affect on the
Employer's reputation, goodwill or business relationships or
which would result, or reasonably be expected to result, in
economic harm to the Employer.


	ARTICLE TWO

	COMPENSATION AND BENEFITS

For all services to be rendered by Employee in any capacity
hereunder (including as an officer, director, committee member or
otherwise of the Employer or any parent or subsidiary thereof or
any division of any thereof) on behalf of the Employer, the
Employer agrees to pay Employee so long as he is employed
hereunder, and the Employee agrees to accept, the compensation
set forth below.

2.01 Base Salary. During the term of Employee's employment
hereunder, the Employer shall pay to Employee an annual base
salary ("Base Salary") of One Hundred Twenty Five Thousand and
00/100 Dollars ($125,000), payable in installments as are
customary under the Employer's payroll practices from time to
time. The Employer at its sole discretion may, but is not
required to, review and adjust the Employee's Base Salary
thereafter from year to year; provided, however, that, except as
may be expressly consented otherwise in writing by Employee,
Employer may not decrease Employee's Base Salary.  No additional
compensation shall be payable to Employee by reason of the number
of hours worked or by reason of hours worked on Saturdays,
Sundays, holidays or otherwise.

2.02 Incentive Plan.  During the term of the Employee's
employment hereunder, the Employee shall be a participant in the
SBU Incentive Plan, as modified from time to time (the "Annual
Incentive Plan").  The Employee's "target incentive percentage"
for purposes of the Annual Incentive Plan shall be fifty percent
(50%) for fiscal year 2000 (as if paid for a full year).  Such
incentive shall be paid strictly in accordance with the Annual
Incentive Plan.  For fiscal year 2001 and thereafter, Employee's
incentive shall be determined and paid strictly in accordance
with the Annual Incentive Plan as modified or reduced by Employer
at its discretion, and for any partial fiscal year the bonus
shall be computed and paid only for the portion of the fiscal
year Employee is employed hereunder.

2.03 Other Benefits.  Employer will provide Employee such
benefits (other than bonus, severance and incentive compensation
benefits) as are generally provided by the Employer to its other
employees including but not limited to, health/major medical
insurance, dental insurance, disability insurance, life
insurance, sick days and other employee benefits (collectively
"Other Benefits"), all in accordance with the terms and
conditions of the applicable Other Benefits plans.  Nothing in
this Agreement shall require the Employer to maintain any benefit
plan nor prohibit the Employer from modifying any such plan as it
sees fit from time to time.  It is only intended that Employee
shall be entitled to participate in any such plan offered for
which he may qualify under the terms of any such plan as it may
from time to time exist, in accordance with the terms thereof.

2.04 Disability.   Any compensation Employee receives under
any disability benefit plan provided by Employer during any
period of disability, injury or illness shall be in lieu of the
compensation which Employee would otherwise receive under Article
Two during such period of disability, injury or sickness.

2.05 Withholding.  All salary, bonus and other payments
described in this Agreement shall be subject to withholding for
federal, state or local taxes, amounts withheld under applicable
benefit policies or programs, and any other amounts that may be
required to be withheld by law, judicial order or otherwise.


ARTICLE THREE

CONFIDENTIAL INFORMATION
RECORDS AND REPUTATION

3.01 Definition of Confidential Information.  For purposes
of this Agreement, the term "Confidential Information" shall mean
all of the following materials and information (whether or not
reduced to writing and whether or not patentable) to which
Employee receives or has received access or develops or has
developed in whole or in part as a direct or indirect result of
his  employment with Employer or through the use of any of
Employer's facilities or resources:

(1) Marketing techniques, practices, methods, plans,
systems, processes, purchasing information, price
lists, pricing policies, quoting procedures, financial
information, customer names, contacts and requirements,
other customer information and data, product
information, supplier names, contacts and capabilities,
other supplier information and data, and other
materials or information relating to the manner in
which Employer, its customers and/or suppliers do
business;

(2) Discoveries, concepts and ideas, whether patentable or
not, or copyrightable or not, including without
limitation the nature and results of research and
development activities, processes, formulas,
techniques, "know-how," designs, drawings and
specifications;

(3) Any other materials or information related to the
business or activities of Employer which are not
generally known to others engaged in similar businesses
or activities or which could not be gathered or
obtained without significant expenditure of time,
effort and money; and

(4) All inventions and ideas which are derived from or
relate to Employee's access to or knowledge of any of
the above enumerated materials and information.

The Confidential Information shall not include any materials or
information of the types specified above to the extent that such
materials or information are publicly known or generally utilized
by others engaged in the same business or activities in the
course of which Employer utilized, developed or otherwise
acquired such information or materials and which Employee has
gathered or obtained (other than on behalf of the Employer) after
termination of his employment with the Employer from such other
public sources by his own expenditure of significant time, effort
and money after termination of his employment with the Employer.
 Failure to mark any of the Confidential Information as
confidential shall not affect its status as part of the
Confidential Information under the terms of this Agreement.

3.02 Ownership of Confidential Information.  Employee agrees
that the Confidential Information is and shall at all times
remain the sole and exclusive property of Employer.  Employee
agrees to disclose immediately to Employer all Confidential
Information developed in whole or part by him during the term of
his employment with Employer and to assign to Employer any right,
title or interest he may have in such Confidential Information.

Without limiting the generality of the foregoing, every
invention, improvement, product, process, apparatus, or design
which Employee may take, make, devise or conceive, individually
or jointly with others, during the period of his employment by
the Employer, whether during business hours or otherwise, which
relates in any manner to the business of the Employer either now
or at any time during the period of his employment), or which may
be related to the Employer in connection with its business
(hereinafter collectively referred to as "Invention") shall
belong to and be the exclusive property of the Employer and
Employee will make full and prompt disclosure to the Employer of
every Invention.  Employee will assign to the Employer, or its
nominee, every Invention and Employee will execute all
assignments and other instruments or documents and do all other
things necessary and proper to confirm the Employer's right and
title in and to every Invention; and Employee will perform all
proper acts within his power necessary or desired by the Employer
to obtain letters patent in the name of the Employer (at the
Employer's expense) for every Invention in whatever countries the
Employer may desire, without payment by the Employer to Employee
of any royalty, license fee, price or additional compensation.

3.03. Non Disclosure of Confidential Information.  Except as
required in the faithful performance of Employee's duties
hereunder (or as required by law), during the term of his
employment with Employer and for a period after the termination
of such employment until the Confidential Information no longer
meets the definition set forth above of Confidential Information
with respect to Employee, Employee agrees not to directly or
indirectly reveal, report, publish, disseminate, disclose or
transfer any of the Confidential Information to any person or
entity, or utilize for himself or any other person or entity any
of the Confidential Information for any purpose (including,
without limitation, in the solicitation of existing Employer
customers or suppliers), except in the course of performing
duties assigned to him by Employer.  Employee further agrees to
use his best endeavors to prevent the use for himself or others,
or dissemination, publication, revealing, reporting or disclosure
of, any Confidential Information.

3.04 Protection of Reputation.  Employee agrees that he will
at no time, either during his employment with the Employer or at
any time after termination of such employment, engage in conduct
which injures, harms, corrupts, demeans, defames, disparages,
libels, slanders, destroys or diminishes in any way the
reputation or goodwill of the Employer, its subsidiaries, or
their respective shareholders, directors, officers, employees, or
agents, or the services provided by the Employer or the products
sold by the Employer, or its other properties or assets,
including, without limitation, its computer systems hardware and
software and its data or the integrity and accuracy thereof.

3.05 Records and Use of Employer Facilities.  All notes,
data, reference materials, memoranda and records, including,
without limitation, data on the Employer's computer system,
computer reports, products, customers and suppliers lists and
copies of invoices, in any way relating to any of the
Confidential Information or Employer's business shall belong
exclusively to Employer, and Employee agrees to maintain them in
a manner so as to secure their confidentiality and to turn over
to Employer all copies (in whole or in part) of such materials in
his possession or control at the request of Employer or, in the
absence of such a request, upon the termination of Employee's
employment with Employer.  Upon termination of Employee's
employment with Employer, Employee shall immediately refrain from
seeking access to Employer's (a) telephonic voice mail, E-mail or
message systems, (b) computer system and (c) computer databases
and software.  The foregoing shall not prohibit Employee from
using Employer's public Internet (not Intranet) site.

ARTICLE FOUR

NON-COMPETE AND NON-SOLICITATION COVENANTS

4.01 Non-Competition and Non-Solicitation.  Employee
acknowledges that it may be very difficult for him to avoid using
or disclosing the Confidential Information in violation of
Article Three above in the event that he is employed by any
person or entity other than the Employer in a capacity similar or
related to the capacity in which he is employed by the Employer.
 Accordingly, Employee agrees that he will not, during the term
of employment with Employer and for a period of one (1) year
after the termination of such employment, irrespective of the
time, manner or cause of such termination, directly or indirectly
(whether or not for compensation or profit):

(1) Engage in any business or enterprise the nature of which
is directly competitive with that of the Employer (a
"Prohibited Business"); or

(2) Participate as an officer, director, creditor, promoter,
proprietor, associate, agent, employee, partner,
consultant, sales representative or otherwise, or
promote or assist, financially or otherwise, or
directly or indirectly own any interest in any person
or entity involved in any Prohibited Business; or

(3) Canvas, call upon, solicit, entice, persuade, induce,
respond to, or otherwise deal with, directly or
indirectly, any individual or entity which, during
Employee's term of employment with the Employer, was or
is a customer or supplier, or proposed customer or
supplier, of the Employer whom Employee called upon or
dealt with, or whose account Employee supervised or had
responsibility, or a customer of the portion of the
Employer's business which he managed, for the
following:

(a) to purchase (with respect to customers) or sell
(with respect to suppliers) products of the types
or kinds sold by the Employer or which could be
substituted for (including, but not limited to,
rebuilt products), or which serve the same purpose
or function as, products sold by the Employer (all
of which products are herein sometimes referred
to, jointly and severally, as "Prohibited
Products"), or

(b) to request or advise any such customer or supplier
to withdraw, curtail or cancel its business with
the Employer; or

(4) For himself or for or through any other individual or
entity call upon, solicit, entice, persuade, induce or
offer any individual who, during Employee's term of
employment with the Employer, was an employee or sales
representative or distributor of the Employer,
employment by, or representation as sales agent or
distributor for, any one other than the Employer, or
request or advise any such employee or sales agent or
distributor to cease employment with or representation
of the Employer, and Employee shall not approach,
respond to, or otherwise deal with any such employee or
sales representative or distributor of Employer for any
such purpose, or authorize or knowingly cooperate with
the taking of any such actions by any other individual
or entity.

4.02 Obligation Independent  Each obligation of each
subparagraph and provision of Section 4.01 shall be independent
of any obligation under any other subparagraph or provision
hereof or thereof.

4.03 Public Stock  Nothing in Section 4.01, however, shall
prohibit Employee from owning (directly or indirectly through a
parent, spouse, child or other relative or person living in the
same household with Employee or any of the foregoing), as a
passive investment, up to 1% of the issued and outstanding shares
of any class of stock of any publicly traded company.

4.04 Business Limitation  If Employee's duties and
responsibilities are limited by the Employer so that he is
specifically assigned to, or responsible for, one or more
divisions, subsidiaries or business units of the Employer during
the period of twelve (12) months prior to termination of his
employment, then subparagraphs (1) through (3) of Section 4.01
shall apply only to any business which competes with the business
of such divisions, subsidiaries or business units to which he was
assigned at the termination of Employee's employment and at any
time during the period of twelve (12) months prior thereto.

    4.05 Area Limitation  If Employee has responsibility for only
a designated geographic area or areas during the period of twelve
(12) months prior to the termination of his employment, then
subparagraphs (1) through (3) of Section 4.01 shall apply only
within such area or areas for which he had responsibility at the
termination of Employee's employment and at any time during the
period of twelve (12) months prior thereto.

4.06 Permitted Activity  Notwithstanding anything to the
contrary in this Article Four, after termination of Employee's
employment with Employer, Employee may work for a manufacturer of
display devices as long as the sale of such display devices does
not compete directly with Employer's sales to its customer base
as existing on the date of Employee's termination of employment
with Employer and provided Employee's activities would not
violate any other provisions of this Agreement.

ARTICLE FIVE

TERMINATION

5.01 Termination of Employee for Cause.  The Employer shall
have the right to terminate Employee's employment at any time for
"cause."  Prior to such termination, the Employer shall provide
Employee with written notification of any and all allegations
constituting "cause" and the Employee shall be given five (5)
working days after receipt of such written notification to
respond to those allegations in writing.  Upon receipt of the
Employee's response, the Employer shall meet with the Employee to
discuss the allegations.

For purposes hereof, "cause" shall mean (i) an act or acts
of personal dishonesty taken by the Employee and intended to
result in personal enrichment of the Employee, (ii) material
violations by the Employee of the Employee's obligations or
duties under, or any terms of, this Agreement, which are not
remedied in a reasonable period (not to exceed ten (10) days)
after receipt of written notice thereof from the Employer, (iii)
any violation by the Employee of any of the provisions of
Articles Three, or Four, or (iv) Employee being charged, indicted
or convicted (by trial, guilty or no contest plea or otherwise)
of (a) a felony, (b) any other crime involving moral turpitude,
or (c) any violation of law which would impair the ability of the
Employer or any affiliate to obtain any license or authority to
do any business deemed necessary or desirable for the conduct of
its actual or proposed business or which would have, or could
reasonably be expected to have, an adverse affect on the
Employer's reputation, goodwill or business relationships or
which would result, or could reasonably be expected to result, in
economic harm to the Employer.

5.02 Termination of Employee Because of Employee's
Disability, Injury or Illness.  The Employer shall have the right
to terminate Employee's employment if Employee is unable to
perform the duties assigned to him by the Employer because of
Employee's disability, injury or illness, provided however, such
inability must have existed for a total of one hundred eighty
(180) consecutive days before such termination can be made
effective.  Any compensation Employee receives under any
disability benefit plan provided by Employer during any period of
disability, injury or illness shall be in lieu of the
compensation which Employee would otherwise receive under Article
Two during such period of disability, injury or sickness.

5.03 Termination as a Result of Employee's Death.  The
obligations of the Employer to Employee pursuant to this
Agreement shall automatically terminate upon Employee's death.

5.04 Termination of Employee for any Other Reason.  The
Employer shall have the right to terminate Employee's employment
at any time at will for any reason upon ten (10) days prior
written notice to Employee.  If Employee's employment is
terminated by the Employer during the Employment Term for any
reason other than the reason set forth in Sections 5.01, 5.02 or
5.03 above, the Employer shall continue to pay to Employee for a
period of six (6) months, an amount equal to one hundred percent
(100%) of his then current Base Salary and fifty percent (50%) of
the incentive earned and paid during the twelve months prior to
the date of termination in installments on the same dates as the
Employer make payroll payments under its customary practice.   In
such case Employee shall not be entitled to receive, unless
otherwise required by law, any subsequent Other Benefits after
the date of termination.

5.05 Termination by Employee.  Subject to the provisions of
Articles Three and Four above, Employee may terminate his
employment by the Employer at any time by written notice to
Employer.  If Employee's employment is so terminated, the
Employer shall be obligated to continue to pay to Employee his
then current Base Salary and Other Benefits accrued up to and
including the date on which Employee's employment is so
terminated, however, Employee and the Employer acknowledge and
agree to the fullest extent permitted by law, that Employee shall
forfeit, and the Employer shall not be responsible to pay or
fund, directly or indirectly, any accrued but unpaid bonus or
award (howsoever described including the Annual Incentive Plan);
accumulated but unpaid sick leave; accumulated but unpaid
vacation time; deferred compensation; severance pay or benefits;
any and all benefits which are accrued but not vested under any
pension, profit sharing or other qualified retirement plan and
all service credits under each such plan (subject to any
reinstatement of such credits upon future reemployment with the
Employer in accordance with federal law); and right to post-
employment coverage under any health, insurance or other welfare
benefit plan, including rights arising under Title X of COBRA or
any similar federal or state law (except that continuation
coverage rights of Employee's spouse and other dependents, if
any, under such plans or laws shall be forfeited only with their
consent); or any Other Benefits, if any, provided to Employee
under any policy, program or plan of the Employer not
specifically described above, after the date of termination to
which Employee might otherwise be entitled under this Agreement
but for his resignation.

ARTICLE SIX

REMEDIES

6.01 Employee acknowledges that the restrictions contained
in this Agreement will not prevent him from obtaining such other
gainful employment he may desire to obtain or cause him any undue
hardship and are reasonable and necessary in order to protect the
legitimate interests of Employer and that violation thereof would
result in irreparable injury to Employer.  Employee therefor
acknowledges and agrees that in the event of a breach or
threatened breach by Employee of the provisions of Article Three
or Article Four or Section 1.03, Employer shall be entitled to an
injunction restraining Employee from such breach or threatened
breach and Employee shall lose all rights to receive any payments
under Section 5.04.  Nothing herein shall be construed as
prohibiting or limiting Employer from pursuing any other remedies
available to Employer for such breach or threatened breach, the
rights hereinabove mentioned being in addition to and not in
substitution of such other rights and remedies.  The period of
restriction specified in Article Four shall abate during the time
of any violation thereof, and the portion of such period
remaining at the commencement of the violation shall not begin to
run until the violation is cured.

6.02 Survival.  The provisions of this Article Six and of
Articles Three and Four shall survive the termination or
expiration of this Agreement.

ARTICLE SEVEN

MISCELLANEOUS

7.01 Assignment.  Employee and Employer acknowledge and
agree that the covenants, terms and provisions contained in this
Agreement constitute a personal employment contract and the
rights and obligations of the parties thereunder cannot be
transferred, sold, assigned, pledged or hypothecated, excepting
that the rights and obligations of the Employer under this
Agreement may be assigned or transferred pursuant to a sale of
the business, merger, consolidation, share exchange, sale of
substantially all of the Employer's assets or of the division or
business unit to which Employee is assigned, or other
reorganization described in Section 368 of the Code, or through
liquidation, dissolution or otherwise, whether or not the
Employer is the continuing entity, provided that the assignee, or
transferee is the successor to all or substantially all of the
assets of the Employer and such assignee or transferee assumes
the rights and duties of the Employer, if any, as contained in
this Agreement, either contractually or as a matter of law.

7.02 Severability.  Should any of Employee's obligations
under this Agreement or the application of the terms or
provisions of this Agreement to any person or circumstances, to
any extent, be found illegal, invalid or unenforceable in any
respect, such illegality, invalidity or unenforceability shall
not affect the other provisions of this Agreement, all of which
shall remain enforceable in accordance with their terms, or the
application of such terms or provisions to persons or
circumstances other than those to which it is held illegal,
invalid or unenforceable.  Despite the preceding sentence, should
any of Employee's obligations under this Agreement be found
illegal, invalid or unenforceable because it is too broad with
respect to duration, geographical or other scope, or subject
matter, such obligation shall be deemed and construed to be
reduced to the maximum duration, geographical or other scope, and
subject matter allowable under applicable law.

The covenants of Employee in Articles Three and Four and each
subparagraph of Section 4.01 are of the essence of this
Agreement; they shall be construed as independent of any other
provision of this Agreement; and the existence of any claim or
cause of action of Employee against the Employer, whether
predicated on the Agreement or otherwise shall not constitute a
defense to enforcement by the Employer of any of these covenants.
 The covenants of Employee shall be applicable irrespective of
whether termination of employment hereunder shall be by the
Employer or by Employee, whether voluntary or involuntary, or
whether for cause or without cause.

7.03 Notices.  Any notice, request or other communication
required to be given pursuant to the provisions hereof shall be
in writing and shall be deemed to have been given when delivered
in person or three (3) days after being deposited in the United
States mail, certified or registered, postage prepaid, return
receipt requested and addressed to the party at its or his last
known addresses.  The address of any party may be changed by
notice in writing to the other parties duly served in accordance
herewith.

7.04 Waiver.  The waiver by the Employer or Employee of any
breach of any term or condition of this Agreement shall not be
deemed to constitute the waiver of any other breach of the same
or any other term or condition hereof.  Failure by any party to
claim any breach or violation of any provision of this Agreement
shall not constitute a precedent or be construed as a waiver of
any subsequent breaches hereof.

7.05 Continuing Obligation.  The obligations, duties and
liabilities of Employee pursuant to Articles Three and Four of
this Agreement are continuing, absolute and unconditional and
shall remain in full force and effect as provided herein and
survive the termination of this Agreement.

7.06 No Conflicting Obligations or Use.  Employer does not
desire to acquire from Employee any secret or confidential know-
how or information which he may have acquired from others nor
does it wish to cause a breach of any non compete or similar
agreement to which Employee may be subject.  Employee represents
and warrants that (i) other than for this Agreement, he is not
subject to or bound by any confidentiality agreement or non
disclosure or non compete agreement or any other agreement having
a similar intent, effect or purpose, and (ii) he is free to use
and divulge to Employer, without any obligation to or violation
of any right of others, any and all information, data, plans,
ideas, concepts, practices or techniques which he will use,
describe, demonstrate, divulge, or in any other manner make known
to Employer during the performance of services

7.07 Attorneys Fees.  In the event that Employee has been
found to have violated any of the terms of Articles Three or Four
of this Agreement either after a preliminary injunction hearing
or a trial on the merits or otherwise, Employee shall pay to the
Employer the Employer's costs and expenses, including attorneys
fees, in enforcing the terms of Articles Three or Four of this
Agreement.

7.08 Advise New Employers.  During Employee's employment
with the Employer and for one (1) year thereafter, Employee will
communicate the contents of Articles Three and Four to any
individual or entity which Employee intends to be employed by,
associated with, or represent which is engaged in a business
which is competitive to the business of Employer.

7.09 Captions. The captions of Articles and Sections this
Agreement are inserted for convenience only and are not to be
construed as forming a part of this Agreement.

EMPLOYEE ACKNOWLEDGES THAT HE HAS READ AND FULLY UNDERSTANDS EACH
AND EVERY PROVISION OF THE FOREGOING AND DOES HEREBY ACCEPT AND
AGREE TO THE SAME.

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.

EMPLOYEE                         EMPLOYER

                              By: /s/ Joseph Grill
 /s/ Kevin C. Oakley          Title: Senior VP, Human Resources