(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3000 Atrium Way, Suite 265

Mount Laurel, New Jersey

The term of employment of Mr. Winterton by CEDC is for an initial period of three years and is automatically extended for one year on each anniversary of the effective date.

Mr. Winterton’s base salary is $750,000 gross annually.

Mr. Winterton will be eligible to receive a yearly cash bonus after the closing of each fiscal year equal to 100% of his base salary. One portion of the yearly cash bonus will based on the achievement of financial targets and will be earned on a sliding scale ranging from 0% for less than 92.5% achievement of targets, to 150% for over 110% achievement of targets. The other portion of the yearly cash bonus will be based on a good faith assessment of the achievement of project targets by CEDC’s Board of Directors and Operations Committee in consultation with Mr. Winterton.

Mr. Winterton will be eligible to receive an equity bonus in the form of restricted stock units (RSUs) on January 1^st of each year during the term. One portion of the RSUs will be performance-based and have a value of $800,000 (determined as of January 1 of each year) and, subject to Mr. Winterton’s continued employment, will vest on the first anniversary of the date of grant, based on the achievement of financial targets aimed towards company value creation and in line with shareholders’ interests. The performance-based RSUs will vest on a sliding scale ranging from 0% of the RSUs for less than 92.5% achievement of targets, to 150% of the RSUs for over 110% achievement of targets. The other portion of the RSUs will be time-based with a value of $400,000 (determined as of January 1 of each year). Subject to Mr. Winterton’s continued employment through the vesting date, the time-based RSUs will vest in three equal annual installments beginning on the first anniversary of the grant date.

As additional benefits, Mr. Winterton will be reimbursed for the cost of certain flights, housing expenses, family health insurance coverage, company car and driver, and company phone and laptop.

If the Company terminates Mr. Winterton’s employment other than for Cause (as defined in the Employment Agreement), disability or death, then Mr. Winterton will be paid a lump sum in amount equal to 1.5 times his base salary and receive a bonus in cash equal to 50% of the yearly cash bonus applicable in the relevant year under the assumption that 92.5% of the targets for the relevant year is achieved. All of Mr. Winterton’s unvested time-based RSUs will be forfeited and all of Mr. Winterton’s unvested performance-based RSUs will vest immediately under the assumption that 92.5% of the targets for the relevant year is achieved. Mr. Winterton’s housing, car and driver allowance will continue to be paid for 6 months following the date of termination.

In certain instances, Mr. Winterton may be entitled to change in control termination benefits. If, during the CIC Provisions Effective Period (as defined in the Employment Agreement), Mr. Winterton terminates his employment under conditions constituting a Qualifying CIC Termination (as defined in the Employment Agreement), then Mr. Winterton will be paid his remaining base salary for the remainder of the term and receive a bonus in cash equal to 50% of the yearly cash bonus applicable in the relevant year under the assumption that 92.5% of the targets for the relevant year is achieved. All of Mr. Winterton’s time-based RSUs will be forfeited and all of Mr. Winterton’s unvested performance-based RSUs will vest immediately under the assumption that 92.5% of the targets for the relevant year is achieved. Mr. Winterton’s housing, car and driver allowance will continue to be paid for 6 months following the date of termination.

Exhibit
No.

Description