Common use of After a Change of Control Clause in Contracts

After a Change of Control. If Executive resigns for Good Reason after the Effective Date of a Change in Control or Executive’s employment is terminated (other than for Cause or a Disability) after the Effective Date of a Change of Control, ICE (in lieu of any severance pay under any severance pay plans, programs or policies) shall (subject to applicable withholdings and § 6.10): (1) pay Executive a lump sum cash payment equal to three (3) times Executive’s base salary as in effect on the date Executive’s employment terminates, (2) pay Executive a lump sum cash payment equal to three (3) times the greater of (i) the average of the last three annual bonuses paid to Executive by ICE or any of its affiliates prior to the date Executive’s employment terminates, (ii) the last annual bonus paid to Executive by ICE or its affiliates prior to the Effective Date of a Change of Control and (iii) the last annual bonus received by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminates, (3) with respect to options to purchase ICE common stock or other equity or equity based grants made to Executive (A) for time-vested options or equity based grants (including performance based grants for which actual performance achievement has already been certified as of the date of employment termination), accelerate Executive’s right to exercise 100% of such options and vest in 100%of such equity grants so that Executive has the right to exercise 100% of such options and receive 100% of such equity grants, (B) for performance based grants for which performance has not been certified as of the date of employment termination, determine and certify performance based on actual performance achieved after completion of the performance period in accordance with the terms of such grants, and vest all tranches of such performance grants on the date of such performance certification, and (C) treat Executive as if Executive had remained employed by ICE until the end of the three (3) year period which starts on the date Executive’s employment terminates so that the time period over which Executive has the right to exercise such options shall be the same as if there had been no termination of Executive’s employment until the end of such three (3) year period, (4) continue to make available coverage under the plans, programs and policies described in § 3.4 which provide health care, life insurance and accidental death and dismemberment benefits under which Executive was covered immediately before Executive’s employment terminated as if Executive had remained employed by ICE until the end of the Welfare Benefit Continuation Period (as defined in § 4.2(a)(4)(B)) under the terms set forth in § 4.2(a)(4)(A); provided, however (5) Executive shall have a right (in lieu of any payments and benefits called for under § 4.2(a)) to all the payments and benefits called for under this § 4.2(b) if Executive resigns for Good Reason or ICE terminates Executive’s employment (other than for Cause or a Disability) during the one hundred eighty (180) day period ending on the Effective Date of a Change of Control. In the event a payment is required under this subsection, ICE shall pay the Executive a lump sum payment within thirty (30) days of the Effective Date of a Change of Control and ICE can deduct the amounts previously paid to Executive under § 4.2(a).

After a Change of Control. If Executive resigns for Good Reason after the Effective Date of a Change in Control or INTCX terminates Executive’s employment is terminated (other than for Cause or a Disability) after the Effective Date of a Change of Control, ICE INTCX (in lieu of any severance pay under any severance pay plans, programs or policies) shall (subject to applicable withholdings and § 6.10):withholdings) (1) pay Executive make a lump sum cash payment to Executive equal to three two (32) times Executive’s base salary as in effect on the date Executive’s employment terminates, (2) pay Executive make a lump sum cash payment to Executive equal to three two (32) times the greater of (i) target bonus set for Executive for the average of the last three annual bonuses paid to Executive by ICE or any of its affiliates prior to the date year in which Executive’s employment terminatesterminates or, (ii) if greater, the last annual bonus paid to Executive by ICE or its affiliates prior to the Effective Date of a Change of Control and (iii) the last annual bonus received by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminatesINTCX, (3a) with respect to options to purchase ICE common stock or other equity or equity based grants made to Executive (A) for time-vested options or equity based grants (including performance based grants for which actual performance achievement has already been certified as of the date of employment termination), accelerate Executive’s right to exercise 100% of such the options and vest in 100%of such equity grants granted to Executive at any time after the date INTCX signs this Employment Agreement so that Executive has the right to exercise 100% of such options and receive 100% of such equity grants, (B) for performance based grants for which performance has not been certified as of the date of employment termination, determine and certify performance based on actual performance achieved after completion of the performance period in accordance with the terms of such grants, and vest all tranches of such performance grants on the date of such performance certificationExecutive’s employment terminates, and and (Cb) treat Executive as if Executive had remained employed by ICE INTCX until the end of the three two (32) year period which starts on the date Executive’s employment terminates so that the time period over which Executive has the right to exercise such options shall be the same as if there had been no termination of Executive’s employment until the end of such three two (32) year period, (4) (a) continue to make available coverage under the plans, programs and policies described in § 3.4 which provide health carehealthcare, life insurance and accidental death and dismemberment benefits under which Executive was covered immediately before Executive’s employment terminated as if Executive had remained employed by ICE INTCX until the end of the Welfare Benefit Continuation Period (as defined in § 4.2(a)(4)(B4.2(a)(4)(c)) under or, if INTCX determines that continuing such coverage would be impracticable or undesirable, reimburse Executive for purchasing comparable coverage or, at Executive’s election, pay Executive an allowance for the terms set forth in § 4.2(a)(4)(A); provided, however (5) Executive shall have a right (remainder of the Welfare Benefit Continuation Period in lieu of any payments and benefits called reimbursing Executive for under § 4.2(a)) to all the payments and benefits called for under this § 4.2(b) purchasing comparable coverage if Executive resigns for Good Reason determines that purchasing comparable coverage would be impracticable or ICE terminates Executive’s employment (other than for Cause or a Disability) during the one hundred eighty (180) day period ending on the Effective Date of a Change of Control. In the event a payment is required under this subsectionundesirable, ICE shall pay the Executive a lump sum payment within thirty (30) days of the Effective Date of a Change of Control and ICE can deduct the amounts previously paid to Executive under § 4.2(a).and

After a Change of Control. If Executive resigns for Good Reason after the Effective Date of a Change in Control or INTCX terminates Executive’s employment is terminated (other than for Cause or a Disability) after the Effective Date of a Change of Control, ICE INTCX (in lieu of any severance pay under any severance pay plans, programs or policies) shall (subject to applicable withholdings and § 6.10):withholdings) (1) pay Executive make a lump sum cash payment to Executive equal to three (3) times Executive’s base salary as in effect on the date Executive’s employment terminates, (2) pay Executive make a lump sum cash payment to Executive equal to three (3) times the greater of (i) target bonus set for Executive for the average of the last three annual bonuses paid to Executive by ICE or any of its affiliates prior to the date year in which Executive’s employment terminatesterminates or, (ii) if greater, the last annual bonus paid to Executive by ICE or its affiliates prior to the Effective Date of a Change of Control and (iii) the last annual bonus received by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminatesINTCX, (3a) with respect to options to purchase ICE common stock or other equity or equity based grants made to Executive (A) for time-vested options or equity based grants (including performance based grants for which actual performance achievement has already been certified as of the date of employment termination), accelerate Executive’s right to exercise 100% of such the options and vest in 100%of such equity grants granted to Executive at any time after the date INTCX signs this Employment Agreement so that Executive has the right to exercise 100% of such options and receive 100% of such equity grants, (B) for performance based grants for which performance has not been certified as of the date of employment termination, determine and certify performance based on actual performance achieved after completion of the performance period in accordance with the terms of such grants, and vest all tranches of such performance grants on the date of such performance certificationExecutive’s employment terminates, and and (Cb) treat Executive as if Executive had remained employed by ICE INTCX until the end of the three (3) year period which starts on the date Executive’s employment terminates so that the time period over which Executive has the right to exercise such options shall be the same as if there had been no termination of Executive’s employment until the end of such three (3) year period, (4) (a) continue to make available coverage under the plans, programs and policies described in § 3.4 which provide health carehealthcare, life insurance and accidental death and dismemberment benefits under which Executive was covered immediately before Executive’s employment terminated as if Executive had remained employed by ICE INTCX until the end of the Welfare Benefit Continuation Period (as defined in § 4.2(a)(4)(B4.2(a)(4)(c)) under or, if INTCX determines that continuing such coverage would be impracticable or undesirable, reimburse Executive for purchasing comparable coverage or, at Executive’s election, pay Executive an allowance for the terms set forth in § 4.2(a)(4)(A); provided, however (5) Executive shall have a right (remainder of the Welfare Benefit Continuation Period in lieu of any payments and benefits called reimbursing Executive for under § 4.2(a)) to all the payments and benefits called for under this § 4.2(b) purchasing comparable coverage if Executive resigns for Good Reason determines that purchasing comparable coverage would be impracticable or ICE terminates Executive’s employment (other than for Cause or a Disability) during the one hundred eighty (180) day period ending on the Effective Date of a Change of Control. In the event a payment is required under this subsectionundesirable, ICE shall pay the Executive a lump sum payment within thirty (30) days of the Effective Date of a Change of Control and ICE can deduct the amounts previously paid to Executive under § 4.2(a).and

After a Change of Control. If Executive resigns for Good Reason after within one hundred eighty days (180) prior to, or eighteen (18) months following, the Effective Date of a Change in Control or the Company terminates Executive’s 's employment is terminated (other than for Cause or a Disability) after within one hundred eighty (180) days prior to, or eighteen (18) months following, the Effective Date of a Change of Control, ICE the Company (in lieu of any severance pay under any severance pay plans, programs or policies) shall (subject to applicable withholdings and § 6.10withholdings): (1) pay to Executive a lump sum cash payment amount equal to three the product of (3x) times multiplied by (y), where (x) equals the sum of (A) and (B), with (A) equal to the Executive’s 's annual base salary as in effect on the date the Executive’s 's employment terminates,terminates and (B) equal to the amount of the Executive's most recently paid annual bonus, and (y) equals ______; (2) pay Executive a lump sum cash payment equal to three (3) times the greater of (i) the average of the last three annual bonuses paid to Executive by ICE or any of its affiliates prior to the date Executive’s employment terminates, (ii) the last annual bonus paid to Executive by ICE or its affiliates prior to the Effective Date of a Change of Control and (iii) the last annual bonus received by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminates, (3a) with respect to options to purchase ICE common Company stock or other equity or equity based grants made which are granted to Executive (A) for time-vested options before or equity based grants (including performance based grants for which actual performance achievement has already been certified as of after the date of employment termination)the Company signs this Employment Agreement, accelerate Executive’s 's right to exercise 100% of such still-outstanding options and vest in 100%of such equity grants so that Executive has the right to exercise 100% of such still-outstanding options and receive 100% of such equity grants, (B) for performance based grants for which performance has not been certified as of on the date of Executive's employment terminationterminates, determine and certify performance based on actual performance achieved after completion of the performance period in accordance with subject to the terms of such grants, and vest all tranches of such performance grants on the date of such performance certification, and plan under which the options were granted; and (Cb) treat Executive as if Executive had remained employed by ICE the Company until the end of the three (3) year period which starts on the date Executive’s 's employment terminates so for the sole purpose that the time period over which Executive has the right to exercise such options shall be the same as if there had been no termination of Executive’s 's employment until the end of such three (3) year period,; (3) with respect to shares of restricted stock which are granted to executive after the date the Company signs this Employment Agreement and are still outstanding, deem any conditions applicable to such grant to have been satisfied in full; (4) continue pay to make available coverage the Executive a lump sum amount equal to the product of (x) multiplied by (y), where (x) equals two times the Company's monthly contribution on behalf of Executive under the plans, programs and policies described in § Section 3.4 which provide health carehealthcare, life insurance and accidental death and dismemberment benefits under which coverage to Executive was covered immediately before Executive’s 's employment terminated as if Executive had remained employed by ICE until the end of the Welfare Benefit Continuation Period terminates, and (as defined in § 4.2(a)(4)(B)y) under the terms set forth in § 4.2(a)(4)(A)equals ______; provided, howeverand (5) Executive shall have a right make one or, if necessary, more than one, Gross Up Payment (as described in lieu of any payments and benefits called for under § 4.2(apaid in accordance with Section 4.2(g)) to all the payments and benefits called for under this § 4.2(b) Executive, if Executive resigns for Good Reason or ICE terminates Executive’s employment (other than for Cause or a Disability) during the one hundred eighty (180) day period ending on the Effective Date of a Change of Control. In the event a payment is required under this subsection, ICE shall pay the Executive a lump sum payment within thirty (30) days of the Effective Date of a Change of Control and ICE can deduct the amounts previously paid to Executive under § 4.2(a)applicable.

After a Change of Control. If Executive resigns for Good Reason after the Effective Date of a Change in Control or ICE terminates Executive’s employment is terminated (other than for Cause or a Disability) after the Effective Date of a Change of Control, ICE (in lieu of any severance pay under any severance pay plans, programs or policies) shall (subject to applicable withholdings and subject to § 6.10): (1) pay Executive a lump sum cash payment equal to three (3) times Executive’s base salary as in effect on the date Executive’s employment terminates, (2) pay Executive a lump sum bonus in cash payment equal to three (3) times the greater of (i) the average 85% of the last three annual bonuses paid to Executive by ICE or any of its affiliates prior to the date Executive’s employment terminates, then current base salary or (ii) the last annual bonus paid to Executive by ICE or its affiliates prior to the Effective Date of a Change of Control and (iii) the last annual bonus received by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminatesreceived, (3) with respect to options to purchase ICE common stock or other equity or equity based grants made to Executive after April 14, 2003, (A) for time-vested options or equity based grants (including performance based grants for which actual performance achievement has already been certified as of the date of employment termination), accelerate Executive’s right to exercise 100% of such options and vest in 100%of 100% of such equity grants so that Executive has the right to exercise 100% of such options and receive 100% of such equity grants, (B) for performance based grants for which performance has not been certified as of the date of employment termination, determine and certify performance based on actual performance achieved after completion of the performance period in accordance with the terms of such grants, and vest all tranches of such performance grants on the date of such performance certification, Executive’s employment terminates and (CB) treat Executive as if Executive had remained employed by ICE until the end of the three (3) year period which starts on the date Executive’s employment terminates so that the time period over which Executive has the right to exercise such options shall be the same as if there had been no termination of Executive’s employment until the end of such three (3) year period, (4) continue to make available coverage under the plans, programs and policies described in § 3.4 which provide health care, life insurance and accidental death and dismemberment benefits under which Executive was covered immediately before Executive’s employment terminated as if Executive had remained employed by ICE until the end of the Welfare Benefit Continuation Period (as defined in § 4.2(a)(4)(B)) under the terms set forth in § 4.2(a)(4)(A), (5) make one or, if necessary, more than one, Gross Up Payment (as described in and paid in accordance with § 4.2(g)) to Executive; provided, however (56) Executive shall have a right (in lieu of any payments and benefits called for under § 4.2(a)) to all the payments and benefits called for under this § 4.2(b) if Executive resigns for Good Reason or ICE terminates Executive’s employment (other than for Cause or a Disability) during the one hundred eighty ninety (18090) day period ending on the Effective Date of a Change of Control. In the event a payment is required under this subsection, ICE shall pay the Executive a lump sum payment within thirty (30) days of the Effective Date of a Change of Control and ICE can deduct the amounts previously paid to Executive under § 4.2(a).

After a Change of Control. If Executive resigns for Good Reason after the Effective Date of a Change in Control or ICE terminates Executive’s employment is terminated (other than for Cause or a Disability) after the Effective Date of a Change of Control, ICE (in lieu of any severance pay under any severance pay plans, programs or policies) shall (subject to applicable withholdings and subject to § 6.10): (1) pay Executive a lump sum cash payment equal to three (3) times Executive’s base salary as in effect on the date Executive’s employment terminates, (2) pay Executive a lump sum bonus in cash payment equal to three (3) times the greater of (i) the average 125% of the last three annual bonuses paid to Executive by ICE or any of its affiliates prior to the date Executive’s employment terminates, then current base salary or (ii) the last annual bonus paid to Executive by ICE or its affiliates prior to the Effective Date of a Change of Control and (iii) the last annual bonus received by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminatesreceived, (3) with respect to options to purchase ICE common stock or other equity or equity based grants made to Executive on or after May 14, 2007, (A) for time-vested options or equity based grants (including performance based grants for which actual performance achievement has already been certified as of the date of employment termination), accelerate Executive’s right to exercise 100% of such options and vest in 100%of 100% of such equity grants so that Executive has the right to exercise 100% of such options and receive 100% of such equity grants, (B) for performance based grants for which performance has not been certified as of the date of employment termination, determine and certify performance based on actual performance achieved after completion of the performance period in accordance with the terms of such grants, and vest all tranches of such performance grants on the date of such performance certification, Executive’s employment terminates and (CB) treat Executive as if Executive had remained employed by ICE until the end of the three (3) year period which starts on the date Executive’s employment terminates so that the time period over which Executive has the right to exercise such options shall be the same as if there had been no termination of Executive’s employment until the end of such three (3) year period, (4) continue to make available coverage under the plans, programs and policies described in § 3.4 which provide health care, life insurance and accidental death and dismemberment benefits under which Executive was covered immediately before Executive’s employment terminated as if Executive had remained employed by ICE until the end of the Welfare Benefit Continuation Period (as defined in § 4.2(a)(4)(B)) under the terms set forth in § 4.2(a)(4)(A); provided, however (5) Executive shall have a right (in lieu of any payments and benefits called for under § 4.2(a)) to all the payments and benefits called for under this § 4.2(b) if Executive resigns for Good Reason or ICE terminates Executive’s employment (other than for Cause or a Disability) during the one hundred eighty ninety (18090) day period ending on the Effective Date of a Change of Control. In the event a payment is required under this subsection, ICE shall pay the Executive a lump sum payment within thirty (30) days of the Effective Date of a Change of Control and ICE can deduct the amounts previously paid to Executive under § 4.2(a).

After a Change of Control. If Executive resigns for Good Reason after the Effective Date of a Change in Control or INTCX terminates Executive’s employment is terminated (other than for Cause or a Disability) after the Effective Date of a Change of Control, ICE INTCX (in lieu of any severance pay under any severance pay plans, programs or policies) shall (subject to applicable withholdings and § 6.10):withholdings) (1) pay Executive make a lump sum cash payment to Executive equal to three (3) times Executive’s base salary as in effect on the date Executive’s employment terminates, (2) pay Executive make a lump sum cash payment to Executive equal to three (3) times the greater of (i) target bonus set for Executive for the average of the last three annual bonuses paid to Executive by ICE or any of its affiliates prior to the date year in which Executive’s employment terminatesterminates or, (ii) if greater, the last annual bonus paid to Executive by ICE or its affiliates prior to the Effective Date of a Change of Control and (iii) the last annual bonus received by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminatesINTCX, (3a) with respect to options to purchase ICE common stock or other equity or equity based grants made to Executive (A) for time-vested options or equity based grants (including performance based grants for which actual performance achievement has already been certified as of the date of employment termination), accelerate Executive’s right to exercise 100% of such the options and vest in 100%of such equity grants granted to Executive at any time after the date INTCX signs this Employment Agreement so that Executive has the right to exercise 100% of such options and receive 100% of such equity grants, (B) for performance based grants for which performance has not been certified as of the date of employment termination, determine and certify performance based on actual performance achieved after completion of the performance period in accordance with the terms of such grants, and vest all tranches of such performance grants on the date of such performance certificationExecutive’s employment terminates, and and (Cb) treat Executive as if Executive had remained employed by ICE INTCX until the end of the three (3) year period which starts on the date Executive’s employment terminates so that the time period over which Executive has the right to exercise such options shall be the same as if there had been no termination of Executive’s employment until the end of such three (3) year period, (4) (a) continue to make available coverage under the plans, programs and policies described in § 3.4 and § 3.8 which provide health carehealthcare, life insurance and accidental death and dismemberment benefits under which Executive was covered immediately before Executive’s employment terminated as if Executive had remained employed by ICE INTCX until the end of the Welfare Benefit Continuation Period (as defined in § 4.2(a)(4)(B4.2(a)(4)(c)) under or, if INTCX determines that continuing such coverage would be impracticable or undesirable, reimburse Executive for purchasing comparable coverage or, at Executive’s election, pay Executive an allowance for the terms set forth in § 4.2(a)(4)(A); provided, however (5) Executive shall have a right (remainder of the Welfare Benefit Continuation Period in lieu of any payments and benefits called reimbursing Executive for under § 4.2(a)) to all the payments and benefits called for under this § 4.2(b) purchasing comparable coverage if Executive resigns for Good Reason determines that purchasing comparable coverage would be impracticable or ICE terminates Executive’s employment (other than for Cause or a Disability) during the one hundred eighty (180) day period ending on the Effective Date of a Change of Control. In the event a payment is required under this subsectionundesirable, ICE shall pay the Executive a lump sum payment within thirty (30) days of the Effective Date of a Change of Control and ICE can deduct the amounts previously paid to Executive under § 4.2(a).and

After a Change of Control. If Executive resigns for Good Reason after the Effective Date of a Change in Control or ICE terminates Executive’s employment is terminated (other than for Cause or a Disability) after the Effective Date of a Change of Control, ICE (in lieu of any severance pay under any severance pay plans, programs or policies) shall (subject to applicable withholdings and subject to § 6.10): (1) pay Executive a lump sum cash payment equal to three two (32) times Executive’s base salary as in effect on the date Executive’s employment terminates, (2) pay Executive a lump sum bonus in cash payment equal to three two (32) times the greater of (i) the average 70% of the last three annual bonuses paid to Executive by ICE or any of its affiliates prior to the date Executive’s employment terminates, then current base salary or (ii) the last annual bonus paid to Executive by ICE or its affiliates prior to the Effective Date of a Change of Control and (iii) the last annual bonus received by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminatesaffiliates, (3) with respect to options to purchase ICE common stock or other equity or equity based grants made to Executive after May 9, 2003, (A) for time-vested options or equity based grants (including performance based grants for which actual performance achievement has already been certified as of the date of employment termination), accelerate Executive’s right to exercise 100% of such options and vest in 100%of 100% of such equity grants so that Executive has the right to exercise 100% of such options and receive 100% of such equity grants, (B) for performance based grants for which performance has not been certified as of the date of employment termination, determine and certify performance based on actual performance achieved after completion of the performance period in accordance with the terms of such grants, and vest all tranches of such performance grants on the date of such performance certification, Executive’s employment terminates and (CB) treat Executive as if Executive had remained employed by ICE until the end of the three two (32) year period which starts on the date Executive’s employment terminates so that the time period over which Executive has the right to exercise such options shall be the same as if there had been no termination of Executive’s employment until the end of such three two (32) year period, (4) continue to make available coverage under the plans, programs and policies described in § 3.4 which provide health care, life insurance and accidental death and dismemberment benefits under which Executive was covered immediately before Executive’s employment terminated as if Executive had remained employed by ICE until the end of the Welfare Benefit Continuation Period (as defined in § 4.2(a)(4)(B)) under the terms set forth in § 4.2(a)(4)(A), (5) make one or, if necessary, more than one, Gross Up Payment (as described in and paid in accordance with § 4.2(g)) to Executive; provided, however (56) Executive shall have a right (in lieu of any payments and benefits called for under § 4.2(a)) to all the payments and benefits called for under this § 4.2(b) if Executive resigns for Good Reason or ICE terminates Executive’s employment (other than for Cause or a Disability) during the one hundred eighty ninety (18090) day period ending on the Effective Date of a Change of Control. In the event a payment is required under this subsection, ICE shall pay the Executive a lump sum payment within thirty (30) days of the Effective Date of a Change of Control and ICE can deduct the amounts previously paid to Executive under § 4.2(a).

After a Change of Control. If Executive resigns for Good Reason after the Effective Date of a Change in Control or ICE terminates Executive’s employment is terminated (other than for Cause or a Disability) after the Effective Date of a Change of Control, ICE (in lieu of any severance pay under any severance pay plans, programs or policies) shall (subject to applicable withholdings and § 6.10):withholdings) (1) pay Executive make a lump sum cash payment to Executive equal to three two (32) times Executive’s base salary as in effect on the date Executive’s employment terminates, (2) pay Executive make a lump sum cash payment to Executive equal to three two (32) times the greater of (i) target bonus set for Executive for the average of the last three annual bonuses paid to Executive by ICE or any of its affiliates prior to the date year in which Executive’s employment terminatesterminates or, (ii) if greater, the last annual bonus paid to Executive by ICE or its affiliates prior to the Effective Date of a Change of Control and (iii) the last annual bonus received by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminatesICE, (3a) with respect accelerate Executive’s right to exercise 100% of the options granted to purchase ICE common stock Executive at any time on or after May 14, 2007 and vest Executive 100% in any other equity or equity based grants made to Executive (A) for time-vested options or equity based grants (including performance based grants for which actual performance achievement has already been certified as of the date of employment termination), accelerate Executive’s right to exercise 100% of such options and vest in 100%of such equity grants so that Executive has the right to exercise 100% of such options and receive upon his termination of employment 100% of such any other equity or equity based grants, and (B) for performance based grants for which performance has not been certified as of the date of employment termination, determine and certify performance based on actual performance achieved after completion of the performance period in accordance with the terms of such grants, and vest all tranches of such performance grants on the date of such performance certification, and (Cb) treat Executive as if Executive had remained employed by ICE until the end of the three two (32) year period which starts on the date Executive’s employment terminates so that the time period over which Executive has the right to exercise such options shall be the same as if there had been no termination of Executive’s employment until the end of such three two (32) year period, (4) (a) continue to make available coverage under the plans, programs and policies described in § 3.4 which provide health carehealthcare, life insurance and accidental death and dismemberment benefits under which Executive was covered immediately before Executive’s employment terminated as if Executive had remained employed by ICE until the end of the Welfare Benefit Continuation Period (as defined in § 4.2(a)(4)(B4.2(a)(4)(c)) under or, if ICE determines that continuing such coverage would be impracticable or undesirable, reimburse Executive for purchasing comparable coverage or, at Executive’s election, pay Executive an allowance for the terms set forth in § 4.2(a)(4)(A); provided, however (5) Executive shall have a right (remainder of the Welfare Benefit Continuation Period in lieu of any payments and benefits called reimbursing Executive for under § 4.2(a)) to all the payments and benefits called for under this § 4.2(b) purchasing comparable coverage if Executive resigns for Good Reason determines that purchasing comparable coverage would be impracticable or ICE terminates Executive’s employment (other than for Cause or a Disability) during the one hundred eighty (180) day period ending on the Effective Date of a Change of Control. In the event a payment is required under this subsectionundesirable, ICE shall pay the Executive a lump sum payment within thirty (30) days of the Effective Date of a Change of Control and ICE can deduct the amounts previously paid to Executive under § 4.2(a).and

After a Change of Control. If Executive resigns for Good Reason after the Effective Date of a Change in Control or ICE terminates Executive’s employment is terminated (other than for Cause or a Disability) after the Effective Date of a Change of Control, ICE (in lieu of any severance pay under any severance pay plans, programs or policies) shall (subject to applicable withholdings and subject to § 6.10): (1) pay Executive a lump sum cash payment equal to three two (32) times Executive’s base salary as in effect on the date Executive’s employment terminates, (2) pay Executive a lump sum bonus in cash payment equal to three two (32) times the greater of (i) the average 70% of the last three annual bonuses paid to Executive by ICE or any of its affiliates prior to the date Executive’s employment terminates, then current base salary or (ii) the last annual bonus paid to Executive by ICE or its affiliates prior to the Effective Date of a Change of Control and (iii) the last annual bonus received by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminatesaffiliates, (3) with respect to options to purchase ICE common stock or other equity or equity based grants made to Executive on or after May 14, 2007, (A) for time-vested options or equity based grants (including performance based grants for which actual performance achievement has already been certified as of the date of employment termination), accelerate Executive’s right to exercise 100% of such options and vest in 100%of 100% of such equity grants so that Executive has the right to exercise 100% of such options and receive 100% of such equity grants, (B) for performance based grants for which performance has not been certified as of the date of employment termination, determine and certify performance based on actual performance achieved after completion of the performance period in accordance with the terms of such grants, and vest all tranches of such performance grants on the date of such performance certification, Executive’s employment terminates and (CB) treat Executive as if Executive had remained employed by ICE until the end of the three two (32) year period which starts on the date Executive’s employment terminates so that the time period over which Executive has the right to exercise such options shall be the same as if there had been no termination of Executive’s employment until the end of such three two (32) year period, (4) continue to make available coverage under the plans, programs and policies described in § 3.4 which provide health care, life insurance and accidental death and dismemberment benefits under which Executive was covered immediately before Executive’s employment terminated as if Executive had remained employed by ICE until the end of the Welfare Benefit Continuation Period (as defined in § 4.2(a)(4)(B)) under the terms set forth in § 4.2(a)(4)(A), (5) make one or, if necessary, more than one, Gross Up Payment (as described in and paid in accordance with § 4.2(g)) to Executive; provided, however (56) Executive shall have a right (in lieu of any payments and benefits called for under § 4.2(a)) to all the payments and benefits called for under this § 4.2(b) if Executive resigns for Good Reason or ICE terminates Executive’s employment (other than for Cause or a Disability) during the one hundred eighty ninety (18090) day period ending on the Effective Date of a Change of Control. In the event a payment is required under this subsection, ICE shall pay the Executive a lump sum payment within thirty (30) days of the Effective Date of a Change of Control and ICE can deduct the amounts previously paid to Executive under § 4.2(a).

After a Change of Control. If Executive resigns for Good Reason after the Effective Date of a Change in Control or ICE terminates Executive’s employment is terminated (other than for Cause or a Disability) after the Effective Date of a Change of Control, ICE (in lieu of any severance pay under any severance pay plans, programs or policies) shall (subject to applicable withholdings and subject to § 6.10): (1) pay Executive a lump sum cash payment equal to three (3) times Executive’s base salary as in effect on the date Executive’s employment terminates, (2) pay Executive a lump sum bonus in cash payment equal to three (3) times the greater of (i) the average 125% of the last three annual bonuses paid to Executive by ICE or any of its affiliates prior to the date Executive’s employment terminates, then current base salary or (ii) the last annual bonus paid to Executive by ICE or its affiliates prior to the Effective Date of a Change of Control and (iii) the last annual bonus received by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminatesaffiliates, (3) with respect to options to purchase ICE common stock or other equity or equity based grants made to Executive after September 27, 2004, (A) for time-vested options or equity based grants (including performance based grants for which actual performance achievement has already been certified as of the date of employment termination), accelerate Executive’s right to exercise 100% of such options and vest in 100%of 100% of such equity grants so that Executive has the right to exercise 100% of such options and receive 100% of such equity grants, (B) for performance based grants for which performance has not been certified as of the date of employment termination, determine and certify performance based on actual performance achieved after completion of the performance period in accordance with the terms of such grants, and vest all tranches of such performance grants on the date of such performance certification, Executive’s employment terminates and (CB) treat Executive as if Executive had remained employed by ICE until the end of the three (3) year period which starts on the date Executive’s employment terminates so that the time period over which Executive has the right to exercise such options shall be the same as if there had been no termination of Executive’s employment until the end of such three (3) year period, (4) continue to make available coverage under the plans, programs and policies described in § 3.4 which provide health care, life insurance and accidental death and dismemberment benefits under which Executive was covered immediately before Executive’s employment terminated as if Executive had remained employed by ICE until the end of the Welfare Benefit Continuation Period (as defined in § 4.2(a)(4)(B)) under the terms set forth in § 4.2(a)(4)(A), (5) make one or, if necessary, more than one, Gross Up Payment (as described in and paid in accordance with § 4.2(g)) to Executive; provided, however (56) Executive shall have a right (in lieu of any payments and benefits called for under § 4.2(a)) to all the payments and benefits called for under this § 4.2(b) if Executive resigns for Good Reason or ICE terminates Executive’s employment (other than for Cause or a Disability) during the one hundred eighty ninety (18090) day period ending on the Effective Date of a Change of Control. In the event a payment is required under this subsection, ICE shall pay the Executive a lump sum payment within thirty (30) days of the Effective Date of a Change of Control and ICE can deduct the amounts previously paid to Executive under § 4.2(a).

After a Change of Control. If Executive resigns for Good Reason after the Effective Date of a Change in Control or Executive’s employment is terminated (other than for Cause or a Disability) after the Effective Date of a Change of Control, ICE (in lieu of any severance pay under any severance pay plans, programs or policies) shall (subject to applicable withholdings and § 6.10): (1) pay Executive a lump sum cash payment equal to three (3) times Executive’s base salary as in effect on the date Executive’s employment terminates, (2) pay Executive a lump sum cash payment equal to three (3) times the greater of (i) the average of the last three annual bonuses paid to Executive by ICE or any of its affiliates prior to the date Executive’s employment terminates, (ii) the last annual bonus paid to Executive by ICE or its affiliates prior to the Effective Date of a Change of Control and (iii) the last annual bonus received by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminates, (3) with respect to options to purchase ICE common stock or other equity or equity based grants made to Executive (A) for time-vested options or equity based grants (including performance based grants for which actual performance achievement has already been certified as of the date of employment termination), accelerate Executive’s right to exercise 100% of such options and vest in 100%of 100% of such equity grants so that Executive has the right to exercise 100% of such options and receive 100% of such equity grants, (B) for performance based grants for which performance has not been certified as of the date of employment termination, determine and certify performance based on actual performance achieved after completion of the performance period in accordance with the terms of such grants, and vest all tranches of such performance grants on the date of such performance certification, and (C) treat Executive as if Executive had remained employed by ICE until the end of the three (3) year period which starts on the date Executive’s employment terminates so that the time period over which Executive has the right to exercise such options shall be the same as if there had been no termination of Executive’s employment until the end of such three (3) year period, (4) continue to make available coverage under the plans, programs and policies described in § 3.4 which provide health care, life insurance and accidental death and dismemberment benefits under which Executive was covered immediately before Executive’s employment terminated as if Executive had remained employed by ICE until the end of the Welfare Benefit Continuation Period (as defined in § 4.2(a)(4)(B)) under the terms set forth in § 4.2(a)(4)(A); provided, however (5) Executive shall have a right (in lieu of any payments and benefits called for under § 4.2(a)) to all the payments and benefits called for under this § 4.2(b) if Executive resigns for Good Reason or ICE terminates Executive’s employment (other than for Cause or a Disability) during the one hundred eighty (180) day period ending on the Effective Date of a Change of Control. In the event a payment is required under this subsection, ICE shall pay the Executive a lump sum payment within thirty (30) days of the Effective Date of a Change of Control and ICE can deduct the amounts previously paid to Executive under § 4.2(a).

After a Change of Control. If Executive resigns for Good Reason after the Effective Date of a Change in Control or ICE terminates Executive’s employment is terminated (other than for Cause or a Disability) after the Effective Date of a Change of Control, ICE (in lieu of any severance pay under any severance pay plans, programs or policies) shall (subject to applicable withholdings and subject to § 6.10): (1) pay Executive a lump sum cash payment equal to three (3) times Executive’s base salary as in effect on the date Executive’s employment terminates, (2) pay Executive a lump sum bonus in cash payment equal to three (3) times the greater of (i) the average 85% of the last three annual bonuses paid to Executive by ICE or any of its affiliates prior to the date Executive’s employment terminates, then current base salary or (ii) the last annual bonus paid to Executive by ICE or its affiliates prior to the Effective Date of a Change of Control and (iii) the last annual bonus received by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminatesreceived, (3) with respect to options to purchase ICE common stock or other equity or equity based grants made to Executive after May 9, 2003, (A) for time-vested options or equity based grants (including performance based grants for which actual performance achievement has already been certified as of the date of employment termination), accelerate Executive’s right to exercise 100% of such options and vest in 100%of 100% of such equity grants so that Executive has the right to exercise 100% of such options and receive 100% of such equity grants, (B) for performance based grants for which performance has not been certified as of the date of employment termination, determine and certify performance based on actual performance achieved after completion of the performance period in accordance with the terms of such grants, and vest all tranches of such performance grants on the date of such performance certification, Executive’s employment terminates and (CB) treat Executive as if Executive had remained employed by ICE until the end of the three (3) year period which starts on the date Executive’s employment terminates so that the time period over which Executive has the right to exercise such options shall be the same as if there had been no termination of Executive’s employment until the end of such three (3) year period, (4) continue to make available coverage under the plans, programs and policies described in § 3.4 which provide health care, life insurance and accidental death and dismemberment benefits under which Executive was covered immediately before Executive’s employment terminated as if Executive had remained employed by ICE until the end of the Welfare Benefit Continuation Period (as defined in § 4.2(a)(4)(B)) under the terms set forth in § 4.2(a)(4)(A), (5) make one or, if necessary, more than one, Gross Up Payment (as described in and paid in accordance with § 4.2(g)) to Executive; provided, however (56) Executive shall have a right (in lieu of any payments and benefits called for under § 4.2(a)) to all the payments and benefits called for under this § 4.2(b) if Executive resigns for Good Reason or ICE terminates Executive’s employment (other than for Cause or a Disability) during the one hundred eighty ninety (18090) day period ending on the Effective Date of a Change of Control. In the event a payment is required under this subsection, ICE shall pay the Executive a lump sum payment within thirty (30) days of the Effective Date of a Change of Control and ICE can deduct the amounts previously paid to Executive under § 4.2(a).

After a Change of Control. If Executive resigns for Good Reason after the Effective Date of a Change in Control or INTCX terminates Executive’s employment is terminated (other than for Cause or a Disability) after the Effective Date of a Change of Control, ICE INTCX (in lieu of any severance pay under any severance pay plans, programs or policies) shall (subject to applicable withholdings and § 6.10):withholdings) (1) pay Executive make a lump sum cash payment to Executive equal to three (3) times Executive’s base salary as in effect on the date Executive’s employment terminates, (2) pay Executive make a lump sum cash payment to Executive equal to three (3) times the greater of (i) target bonus set for Executive for the average of the last three annual bonuses paid to Executive by ICE or any of its affiliates prior to the date year in which Executive’s employment terminatesterminates or, (ii) if greater, the last annual bonus paid to Executive by ICE or its affiliates prior to the Effective Date of a Change of Control and (iii) the last annual bonus received by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminatesINTCX, (3a) with respect to options to purchase ICE common stock or other equity or equity based grants made to Executive (A) for time-vested options or equity based grants (including performance based grants for which actual performance achievement has already been certified as of the date of employment termination), accelerate Executive’s right to exercise 100% of such the options and vest in 100%of such equity grants granted to Executive at any time after the date INTCX signs this Employment Agreement so that Executive has the right to exercise 100% of such options and receive 100% of such equity grants, (B) for performance based grants for which performance has not been certified as of the date of employment termination, determine and certify performance based on actual performance achieved after completion of the performance period in accordance with the terms of such grants, and vest all tranches of such performance grants on the date of such performance certificationExecutive’s employment terminates, and and (Cb) treat Executive as if Executive had remained employed by ICE INTCX until the end of the three (3) year period which starts on the date Executive’s employment terminates so that the time period over which Executive has the right to exercise such options shall be the same as if there had been no termination of Executive’s employment until the end of such three (3) year period, (4a) continue to make available coverage under the plans, programs and policies described in § 3.4 which provide health carehealthcare, life insurance and accidental death and dismemberment benefits under which Executive was covered immediately before Executive’s employment terminated as if Executive had remained employed by ICE INTCX until the end of the Welfare Benefit Continuation Period (as defined in § 4.2(a)(4)(B4.2(a)(4)(c)) or, if INTCX determines that continuing such coverage would be impracticable or undesirable, reimburse Executive for purchasing comparable coverage or, at Executive’s election, pay Executive an allowance for the remainder of the Welfare Benefit Continuation Period in lieu of reimbursing Executive for purchasing comparable coverage if Executive determines that purchasing comparable coverage would be impracticable or undesirable, and (b) (1) make available to Executive at the end of the Welfare Benefit Continuation Period whatever health care continuation coverage INTCX would have been required under applicable law to make available to Executive with respect to such plans, programs and policies for the terms set forth period which would have been required under applicable law if Executive actually had remained employed by INTCX until the end of the Welfare Benefit Continuation Period or (2) either (A) reimburse Executive for Executive’s cost to purchase comparable health care coverage for such period to the extent that such cost exceeds the premium then charged by INTCX for the health care continuation coverage described in § 4.2(a)(4)(A4.2(b)(4)(b)(1) if INTCX determines that making such continuation coverage available for such period would be impracticable or undesirable or, at Executive’s election, (B) pay Executive an allowance for such period in lieu of reimbursing Executive for purchasing comparable coverage for such period if Executive determines that purchasing comparable coverage would be impracticable or undesirable, and (5) make one or, if necessary, more than one, Gross Up Payment (as described in and paid in accordance with § 4.2(g)) to Executive; provided, however (56) Executive shall have a right (in lieu of any payments and benefits called for under § 4.2(a)) to all the payments and benefits called for under this § 4.2(b) if Executive resigns for Good Reason or ICE INTCX terminates Executive’s employment (other than for Cause or a Disability) during the one hundred eighty ninety (18090) day period ending on the Effective Date of a Change of Control. In the event a payment is required under this subsection, ICE shall pay the Executive a lump sum payment within thirty (30) days of the Effective Date of a Change of Control and ICE can deduct the amounts previously paid to Executive under § 4.2(a).

After a Change of Control. If Executive resigns for Good Reason after the Effective Date of a Change in Control or Executive’s employment is terminated (other than for Cause or a Disability) after the Effective Date of a Change of Control, ICE (in lieu of any severance pay under any severance pay plans, programs or policies) shall (subject to applicable withholdings and § 6.10): (1) pay Executive a lump sum cash payment equal to three two (32) times Executive’s base salary as in effect on the date Executive’s employment terminates, (2) pay Executive a lump sum cash payment equal to three two (32) times the greater of (i) the average of the last three annual bonuses paid to Executive by ICE or any of its affiliates prior to the date Executive’s employment terminates, (ii) the last annual bonus paid to Executive by ICE or its affiliates prior to the Effective Date of a Change of Control and (iii) the last annual bonus received by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminates, (3) with respect to options to purchase ICE common stock or other equity or equity based grants made to Executive (A) for time-vested options or equity based grants (including performance based grants for which actual performance achievement has already been certified as of the date of employment termination), accelerate Executive’s right to exercise 100% of such options and vest in 100%of such equity grants so that Executive has the right to exercise 100% of such options and receive 100% of such equity grants, (B) for performance based grants for which performance has not been certified as of the date of employment termination, determine and certify performance based on actual performance achieved after completion of the performance period in accordance with the terms of such grants, and vest all tranches of such performance grants on the date of such performance certification, and (C) treat Executive as if Executive had remained employed by ICE until the end of the three two (32) year period which starts on the date Executive’s employment terminates so that the time period over which Executive has the right to exercise such options shall be the same as if there had been no termination of Executive’s employment until the end of such three two (32) year period, (4) continue to make available coverage under the plans, programs and policies described in § 3.4 which provide health care, life insurance and accidental death and dismemberment benefits under which Executive was covered immediately before Executive’s employment terminated as if Executive had remained employed by ICE until the end of the Welfare Benefit Continuation Period (as defined in § 4.2(a)(4)(B)) under the terms set forth in § 4.2(a)(4)(A); provided, however (5) Executive shall have a right (in lieu of any payments and benefits called for under § 4.2(a)) to all the payments and benefits called for under this § 4.2(b) if Executive resigns for Good Reason or ICE terminates Executive’s employment (other than for Cause or a Disability) during the one hundred eighty (180) day period ending on the Effective Date of a Change of Control. In the event a payment is required under this subsection, ICE shall pay the Executive a lump sum payment within thirty (30) days of the Effective Date of a Change of Control and ICE can deduct the amounts previously paid to Executive under § 4.2(a).

After a Change of Control. If Executive resigns for Good Reason after the Effective Date of a Change in Control or Executive’s employment is terminated (other than for Cause or a Disability) after the Effective Date of a Change of Control, ICE (in lieu of any severance pay under any severance pay plans, programs or policies) shall (subject to applicable withholdings and § 6.10): (1) pay Executive a lump sum cash payment equal to three one (31) times Executive’s base salary as in effect on the date Executive’s employment terminates, (2) pay Executive a lump sum cash payment equal to three one (31) times the greater of (i) the average of the last three annual bonuses paid to Executive by ICE or any of its affiliates prior to the date Executive’s employment terminates, (ii) the last annual bonus paid to Executive by ICE or its affiliates prior to the Effective Date of a Change of Control and (iii) the last annual bonus received by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminates, (3) with respect to options to purchase ICE common stock or other equity or equity based grants made to Executive (A) for time-vested options or equity based grants (including performance based grants for which actual performance achievement has already been certified as of the date of employment termination), accelerate Executive’s right to exercise 100% of such options and vest in 100%of such equity grants so that Executive has the right to exercise 100% of such options and receive 100% of such equity grants, (B) for performance based grants for which performance has not been certified as of the date of employment termination, determine and certify performance based on actual performance achieved after completion of the performance period in accordance with the terms of such grants, and vest all tranches of such performance grants on the date of such performance certification, and (C) treat Executive as if Executive had remained employed by ICE until the end of the three one (31) year period which starts on the date Executive’s employment terminates so that the time period over which Executive has the right to exercise such options shall be the same as if there had been no termination of Executive’s employment until the end of such three one (31) year period, (4) continue to make available coverage under the plans, programs and policies described in § 3.4 which provide health care, life insurance and accidental death and dismemberment benefits under which Executive was covered immediately before Executive’s employment terminated as if Executive had remained employed by ICE until the end of the Welfare Benefit Continuation Period (as defined in § 4.2(a)(4)(B)) for one year after Executive’s employment terminates under the terms set forth in § 4.2(a)(4)(A); provided, however (5) Executive shall have a right (in lieu of any payments and benefits called for under § 4.2(a)) to all the payments and benefits called for under this § 4.2(b) if Executive resigns for Good Reason or ICE terminates Executive’s employment (other than for Cause or a Disability) during the one hundred eighty (180) day period ending on the Effective Date of a Change of Control. In the event a payment is required under this subsection, ICE shall pay the Executive a lump sum payment within thirty (30) days of the Effective Date of a Change of Control and ICE can deduct the amounts previously paid to Executive under § 4.2(a).