Common use of Before a Change in Control Clause in Contracts

Before a Change in Control. If ICE terminates Executive’s employment other than for Cause (as defined in § 4.2(c)) or a Disability (as defined in § 4.2(d)) before the Effective Date (as defined in § 4.2(e)(1)) of a Change in Control (as defined in § 4.2(e)(2)) or Executive resigns for Good Reason (as defined in § 4.2(f)) before such an Effective Date, 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 the amount of Executive’s base salary, as in effect on the date Executive’s employment terminates, that Executive would have received as if Executive had remained employed for the remainder of the Term in accordance with § 3.1, (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 received by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminates and (ii) 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 Term 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 the Term, and (4) (A) 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 for the Welfare Benefit Continuation Period (as defined in § 4.2(a)(4)(B)). Health care benefits under this §4.2(a)(4) shall be provided in the form of continued group health coverage under COBRA for the first 18 months of the Welfare Benefit Continuation Period, and thereafter for the remainder of the Welfare Benefit Continuation Period, at ICE’s sole discretion, either (i) under a ICE health benefit plan, (ii) as reimbursement (on an after tax basis) of the premium expense Executive incurs to purchase comparable health to the extent that such premium cost exceeds the premium then charged by ICE for the health care continuation coverage or (iii) as payment (on an after tax basis) of an allowance, for the remainder of the Welfare Benefit Continuation Period, in lieu of reimbursing Executive for purchasing comparable coverage for such period if it is determined that purchasing comparable coverage would be impractical or undesirable. Notwithstanding the foregoing, in the event Executive becomes reemployed with another employer and becomes eligible to receive health care benefits from such employer, the health care benefits described herein shall be secondary to such benefits during the period of Executive’s eligibility, but only to the extent that ICE reimburses Executive for any increased cost and provides any additional benefits necessary to give Executive the benefits provided hereunder, where

Before a Change in Control. If ICE INTCX terminates Executive’s employment other than for Cause (as defined in § 4.2(c)) or a Disability (as defined in § 4.2(d)) before the Effective Date (as defined in § 4.2(e)(1)) of a Change in Control (as defined in § 4.2(e)(2)) or Executive resigns for Good Reason (as defined in § 4.2(f)) before such an Effective Date, ICE INTCX (in lieu of any severance pay under any severance pay plans, programs or policies) shall (subject to applicable withholdings and subject to § 6.10):withholdings) (1) continue to pay Executive a lump sum cash payment equal to the amount of Executive’s base salary, salary as in effect on the date Executive’s employment terminates, that Executive would have received as if Executive had remained employed terminates for the remainder of the Term in accordance with § 3.1, (2) pay Executive a lump sum an annual bonus in cash payment equal to three (3) times as if Executive had remained employed until the greater of (i) the average end of the last three Term in accordance with INTCX’s annual bonuses received by Executive from ICE or any bonus payment practices in effect before Executive’s termination of its affiliates prior to employment, which annual bonus shall equal Executive’s target bonus for the date year in which Executive’s employment terminates and (ii) or the last annual bonus received paid to Executive by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminatesINTCX, whichever is greater, (3) with respect to options to purchase ICE common INTCX stock or other equity or equity based grants made which are granted 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 after the date of employment termination)INTCX signs this Employment Agreement, (a) 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, Executive’s employment terminates and (Cb) treat Executive as if Executive had remained employed by ICE INTCX until the end of the Term 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 the Term, and, (4) (Aa) 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 for the Welfare Benefit Continuation Period (as defined in § 4.2(a)(4)(B4.2(a)(4)(c)). Health care benefits under this §4.2(a)(4) shall or, if INTCX determines that continuing such coverage would be provided in the form of continued group health impracticable or undesirable, reimburse Executive for purchasing comparable coverage under COBRA for the first 18 months of the Welfare Benefit Continuation Periodor, and thereafter at Executive’s election, pay Executive an allowance for the remainder of the Welfare Benefit Continuation Period, at ICE’s sole discretion, either (i) under a ICE health benefit plan, (ii) as reimbursement (on an after tax basis) of the premium expense Executive incurs to purchase comparable health to the extent that such premium cost exceeds the premium then charged by ICE for the health care continuation coverage or (iii) as payment (on an after tax basis) of an allowance, for the remainder of the Welfare Benefit Continuation Period, Period in lieu of reimbursing Executive for purchasing comparable coverage for such period if it is determined Executive determines that purchasing comparable coverage would be impractical impracticable or undesirable. Notwithstanding the foregoing, in the event Executive becomes reemployed with another employer and becomes eligible to receive health care benefits from such employer, the health care benefits described herein shall be secondary to such benefits during the period of Executive’s eligibility, but only to the extent that ICE reimburses Executive for any increased cost and provides any additional benefits necessary to give Executive the benefits provided hereunder, whereand

Before a Change in Control. If ICE terminates Executive’s employment other than for Cause (as defined in § 4.2(c)) or a Disability (as defined in § 4.2(d)) before the Effective Date (as defined in § 4.2(e)(1)) of a Change in Control (as defined in § 4.2(e)(2)) or Executive resigns for Good Reason (as defined in § 4.2(f)) before such an Effective Date, 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 the amount of Executive’s base salary, as in effect on the date Executive’s employment terminates, that Executive would have received as if Executive had remained employed for the remainder of the Term in accordance with § 3.1, (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 received by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminates and then current base salary or (ii) 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 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 Term 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 the Term, and, (4) (A) 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 for the Welfare Benefit Continuation Period (as defined in § 4.2(a)(4)(B)). Health care benefits under this §4.2(a)(4) shall be provided in the form of continued group health coverage under COBRA for the first 18 months of the Welfare Benefit Continuation Period, and thereafter for the remainder of the Welfare Benefit Continuation Period, at ICE’s sole discretion, either (i) under a ICE health benefit plan, (ii) as reimbursement (on an after tax basis) of the premium expense Executive incurs to purchase comparable health to the extent that such premium cost exceeds the premium then charged by ICE for the health care continuation coverage or (iii) as payment (on an after tax basis) of an allowance, for the remainder of the Welfare Benefit Continuation Period, in lieu of reimbursing Executive for purchasing comparable coverage for such period if it is determined that purchasing comparable coverage would be impractical or undesirable. Notwithstanding the foregoing, in the event Executive becomes reemployed with another employer and becomes eligible to receive health care benefits from such employer, the health care benefits described herein shall be secondary to such benefits during the period of Executive’s eligibility, but only to the extent that ICE reimburses Executive for any increased cost and provides any additional benefits necessary to give Executive the benefits provided hereunder, where

Before a Change in Control. If ICE INTCX terminates Executive’s employment other than for Cause (as defined in § 4.2(c)) or a Disability (as defined in § 4.2(d)) before the Effective Date (as defined in § 4.2(e)(14.2(e)(l)) of a Change in Control (as defined in § 4.2(e)(2)) or Executive resigns for Good Reason (as defined in § 4.2(f)) before such an Effective Date, ICE INTCX (in lieu of any severance pay under any severance pay plans, programs or policies) shall (subject to applicable withholdings and subject to § 6.10):withholdings) (1) continue to pay Executive a lump sum cash payment equal to the amount of Executive’s base salary, salary as in effect on the date Executive’s employment terminates, that Executive would have received as if Executive had remained employed terminates for the remainder of the Term in accordance with § 3.1, (2) pay Executive a lump sum an annual bonus in cash payment equal to three (3) times as if Executive had remained employed until the greater of (i) the average end of the last three Term in accordance with INTCX’s annual bonuses received by Executive from ICE or any bonus payment practices in effect before Executive’s termination of its affiliates prior to employment, which annual bonus shall equal Executive’s target bonus for the date year in which Executive’s employment terminates and (ii) or the last annual bonus received paid to Executive by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminatesINTCX, whichever is greater, (3) with respect to options to purchase ICE common INTCX stock or other equity or equity based grants made which are granted 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 after the date of employment termination)INTCX signs this Employment Agreement, (a) 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, Executive’s employment terminates and (Cb) treat Executive as if Executive had remained employed by ICE INTCX until the end of the Term 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 the Term, and, (4) (Aa) 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 for the Welfare Benefit Continuation Period (as defined in § 4.2(a)(4)(B4.2(a)(4)(c)). Health care benefits under this §4.2(a)(4) shall or, if INTCX determines that continuing such coverage would be provided in the form of continued group health impracticable or undesirable, reimburse Executive for purchasing comparable coverage under COBRA for the first 18 months of the Welfare Benefit Continuation Periodor, and thereafter at Executive’s election, pay Executive an allowance for the remainder of the Welfare Benefit Continuation Period, at ICE’s sole discretion, either (i) under a ICE health benefit plan, (ii) as reimbursement (on an after tax basis) of the premium expense Executive incurs to purchase comparable health to the extent that such premium cost exceeds the premium then charged by ICE for the health care continuation coverage or (iii) as payment (on an after tax basis) of an allowance, for the remainder of the Welfare Benefit Continuation Period, Period in lieu of reimbursing Executive for purchasing comparable coverage for such period if it is determined Executive determines that purchasing comparable coverage would be impractical impracticable or undesirable. Notwithstanding the foregoing, in the event Executive becomes reemployed with another employer and becomes eligible to receive health care benefits from such employer, the health care benefits described herein shall be secondary to such benefits during the period of Executive’s eligibility, but only to the extent that ICE reimburses Executive for any increased cost and provides any additional benefits necessary to give Executive the benefits provided hereunder, whereand

Before a Change in Control. If ICE INTCX terminates Executive’s employment other than for Cause (as defined in § 4.2(c)) or a Disability (as defined in § 4.2(d)) before the Effective Date (as defined in § 4.2(e)(14.2(e)(l)) of a Change in Control (as defined in § 4.2(e)(2)) or Executive resigns for Good Reason (as defined in § 4.2(f)) before such an Effective Date, ICE INTCX (in lieu of any severance pay under any severance pay plans, programs or policies) shall (subject to applicable withholdings and subject to § 6.10):withholdings) (1) continue to pay Executive a lump sum cash payment equal to the amount of Executive’s base salary, salary as in effect on the date Executive’s employment terminates, that Executive would have received as if Executive had remained employed terminates for the remainder of the Term in accordance with § 3.1, (2) pay Executive a lump sum an annual bonus in cash payment equal to three (3) times as if Executive had remained employed until the greater of (i) the average end of the last three Term in accordance with INTCX’s annual bonuses received by Executive from ICE or any bonus payment practices in effect before Executive’s termination of its affiliates prior to employment, which annual bonus shall equal Executive’s target bonus for the date year in which Executive’s employment terminates and (ii) or the last annual bonus received paid to Executive by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminatesINTCX, whichever is greater, (3) with respect to options to purchase ICE common INTCX stock or other equity or equity based grants made which are granted 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 after the date of employment termination)INTCX signs this Employment Agreement, (a) 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, Executive’s employment terminates and (Cb) treat Executive as if Executive had remained employed by ICE INTCX until the end of the Term 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 the Term, and, (4) (Aa) 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 for the Welfare Benefit Continuation Period (as defined in § 4.2(a)(4)(B4.2(a)(4)(c)). Health care benefits under this §4.2(a)(4) shall or, if INTCX determines that continuing such coverage would be provided in the form of continued group health impracticable or undesirable, reimburse Executive for purchasing comparable coverage under COBRA for the first 18 months of the Welfare Benefit Continuation Periodor, and thereafter at Executive’s election, pay Executive an allowance for the remainder of the Welfare Benefit Continuation Period, at ICE’s sole discretion, either (i) under a ICE health benefit plan, (ii) as reimbursement (on an after tax basis) of the premium expense Executive incurs to purchase comparable health to the extent that such premium cost exceeds the premium then charged by ICE for the health care continuation coverage or (iii) as payment (on an after tax basis) of an allowance, for the remainder of the Welfare Benefit Continuation Period, Period in lieu of reimbursing Executive for purchasing comparable coverage for such period if it is determined Executive determines that purchasing comparable coverage would be impractical impracticable or undesirable. Notwithstanding the foregoing, in the event Executive becomes reemployed with another employer and becomes eligible to receive health care benefits from such employer, the health care benefits described herein shall be secondary to such benefits during the period of Executive’s eligibility, but only to the extent that ICE reimburses Executive for any increased cost and provides any additional benefits necessary to give Executive the benefits provided hereunder, whereand

Before a Change in Control. If ICE terminates Executive’s employment other than for Cause (as defined in § 4.2(c)) or a Disability (as defined in § 4.2(d)) before the Effective Date (as defined in § 4.2(e)(1)) of a Change in Control (as defined in § 4.2(e)(2)) or Executive resigns for Good Reason (as defined in § 4.2(f)) before such an Effective Date, 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 the amount of Executive’s base salary, as in effect on the date Executive’s employment terminates, that Executive would have received as if Executive had remained employed for the remainder of the Term in accordance with § 3.1, (2) pay Executive a lump sum bonus in cash payment equal to three (3) two times the greater of (i) the average 70% of the last three annual bonuses received by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminates and then current base salary or (ii) 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 Term 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 the Term, and, (4) (A) 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 for the Welfare Benefit Continuation Period (as defined in § 4.2(a)(4)(B)). Health care benefits under this §4.2(a)(4) shall be provided in the form of continued group health coverage under COBRA for the first 18 months of the Welfare Benefit Continuation Period, and thereafter for the remainder of the Welfare Benefit Continuation Period, at ICE’s sole discretion, either (i) under a ICE health benefit plan, (ii) as reimbursement (on an after tax basis) of the premium expense Executive incurs to purchase comparable health to the extent that such premium cost exceeds the premium then charged by ICE for the health care continuation coverage or (iii) as payment (on an after tax basis) of an allowance, for the remainder of the Welfare Benefit Continuation Period, in lieu of reimbursing Executive for purchasing comparable coverage for such period if it is determined that purchasing comparable coverage would be impractical or undesirable. Notwithstanding the foregoing, in the event Executive becomes reemployed with another employer and becomes eligible to receive health care benefits from such employer, the health care benefits described herein shall be secondary to such benefits during the period of Executive’s eligibility, but only to the extent that ICE reimburses Executive for any increased cost and provides any additional benefits necessary to give Executive the benefits provided hereunder, where

Before a Change in Control. If ICE INTCX terminates Executive’s employment other than for Cause (as defined in § 4.2(c)) or a Disability (as defined in § 4.2(d)) before the Effective Date (as defined in § 4.2(e)(1)) of a Change in Control (as defined in § 4.2(e)(2)) or Executive resigns for Good Reason (as defined in § 4.2(f)) before such an Effective Date, ICE INTCX (in lieu of any severance pay under any severance pay plans, programs or policies) shall (subject to applicable withholdings and subject to § 6.10):withholdings) (1) continue to pay Executive a lump sum cash payment equal to the amount of Executive’s base salary, salary as in effect on the date Executive’s employment terminates, that Executive would have received as if Executive had remained employed terminates for the remainder of the Term in accordance with § 3.1, (2) pay Executive a lump sum an annual bonus in cash payment equal to three (3) times as if Executive had remained employed until the greater of (i) the average end of the last three Term in accordance with INTCX’s annual bonuses received by Executive from ICE or any bonus payment practices in effect before Executive’s termination of its affiliates prior to employment, which annual bonus shall equal Executive’s target bonus for the date year in which Executive’s employment terminates and (ii) or the last annual bonus received paid to Executive by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminatesINTCX, whichever is greater, (3) with respect to restricted stock or options to purchase ICE common INTCX stock or other equity or equity based grants made which are granted 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 after the date of employment termination)INTCX signs this Employment Agreement, (a) accelerate Executive’s right to exercise 100% of such restricted stock or options and vest in 100%of such equity grants so that Executive has the right to exercise 100% of such restricted stock or 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 INTCX until the end of the Term so that the time period over which Executive has the right to exercise such restricted stock or options shall be the same as if there had been no termination of Executive’s employment until the end of the Term, and, (4) (Aa) 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 for the Welfare Benefit Continuation Period (as defined in § 4.2(a)(4)(B4.2(a)(4)(c)). Health care benefits under this §4.2(a)(4) shall or, if INTCX determines that continuing such coverage would be provided in the form of continued group health impracticable or undesirable, reimburse Executive for purchasing comparable coverage under COBRA for the first 18 months of the Welfare Benefit Continuation Periodor, and thereafter at Executive’s election, pay Executive an allowance for the remainder of the Welfare Benefit Continuation PeriodPeriod in lieu of reimbursing Executive for purchasing comparable coverage if Executive determines that purchasing comparable coverage would be impracticable or undesirable, and (1) make available to Executive at ICE’s sole discretionthe 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 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 (iA) under a ICE health benefit plan, (ii) as reimbursement (on an after tax basis) of the premium expense reimburse Executive incurs for Executive’s cost to purchase comparable health care coverage for such period to the extent that such premium cost exceeds the premium then charged by ICE INTCX for the health care continuation coverage described in § 4.2(a)(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, (iiiB) as payment (on pay Executive an after tax basis) of an allowance, allowance for the remainder of the Welfare Benefit Continuation Period, such period in lieu of reimbursing Executive for purchasing comparable coverage for such period if it is determined Executive determines that purchasing comparable coverage would be impractical impracticable or undesirable. Notwithstanding the foregoing, in the event Executive becomes reemployed with another employer and becomes eligible to receive health care benefits from such employer, the health care benefits described herein shall be secondary to such benefits during the period of Executive’s eligibility, but only to the extent that ICE reimburses Executive for any increased cost and provides any additional benefits necessary to give Executive the benefits provided hereunder, where

Before a Change in Control. If ICE INTCX terminates Executive’s employment other than for Cause (as defined in § 4.2(c)) or a Disability (as defined in § §4.2(d)) before the Effective Date (as defined in § 4.2(e)(14.2(e)(l)) of a Change in Control (as defined in § 4.2(e)(2)) or Executive resigns for Good Reason (as defined in § 4.2(f)) before such an Effective Date, ICE INTCX (in lieu of any severance pay under any severance pay plans, programs or policies) shall (subject to applicable withholdings and subject to § 6.10):withholdings) (1) continue to pay Executive a lump sum cash payment equal to the amount of Executive’s base salary, salary as in effect on the date Executive’s employment terminates, that Executive would have received as if Executive had remained employed terminates for the remainder of the Term in accordance with § 3.1, (2) pay Executive a lump sum an annual bonus in cash payment equal to three (3) times as if Executive had remained employed until the greater of (i) the average end of the last three Term in accordance with INTCX’s annual bonuses received by Executive from ICE or any bonus payment practices in effect before Executive’s termination of its affiliates prior to employment, which annual bonus shall equal Executive’s target bonus for the date year in which Executive’s employment terminates and (ii) or the last annual bonus received paid to Executive by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminatesINTCX, whichever is greater, (3) with respect to options to purchase ICE common INTCX stock or other equity or equity based grants made which are granted 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 after the date of employment termination)INTCX signs this Employment Agreement, (a) 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, Executive’s employment terminates and (Cb) treat Executive as if Executive had remained employed by ICE INTCX until the end of the Term 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 the Term, and, (4) (Aa) 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 for the Welfare Benefit Continuation Period (as defined in § 4.2(a)(4)(B4.2(a)(4)(c)). Health care benefits under this §4.2(a)(4) shall or, if INTCX determines that continuing such coverage would be provided in the form of continued group health impracticable or undesirable, reimburse Executive for purchasing comparable coverage under COBRA for the first 18 months of the Welfare Benefit Continuation Periodor, and thereafter at Executive’s election, pay Executive an allowance for the remainder of the Welfare Benefit Continuation Period, at ICE’s sole discretion, either (i) under a ICE health benefit plan, (ii) as reimbursement (on an after tax basis) of the premium expense Executive incurs to purchase comparable health to the extent that such premium cost exceeds the premium then charged by ICE for the health care continuation coverage or (iii) as payment (on an after tax basis) of an allowance, for the remainder of the Welfare Benefit Continuation Period, Period in lieu of reimbursing Executive for purchasing comparable coverage for such period if it is determined Executive determines that purchasing comparable coverage would be impractical impracticable or undesirable. Notwithstanding the foregoing, in the event Executive becomes reemployed with another employer and becomes eligible to receive health care benefits from such employer, the health care benefits described herein shall be secondary to such benefits during the period of Executive’s eligibility, but only to the extent that ICE reimburses Executive for any increased cost and provides any additional benefits necessary to give Executive the benefits provided hereunder, whereand

Before a Change in Control. If ICE terminates Executive’s employment other than for Cause (as defined in § 4.2(c)) or a Disability (as defined in § 4.2(d)) before the Effective Date (as defined in § 4.2(e)(1)) of a Change in Control (as defined in § 4.2(e)(2)) or Executive resigns for Good Reason (as defined in § 4.2(f)) before such an Effective Date, 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 the amount of Executive’s base salary, as in effect on the date Executive’s employment terminates, that Executive would have received as if Executive had remained employed for the remainder of the Term in accordance with § 3.1, (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 received by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminates and then current base salary or (ii) 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 Term 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 the Term, and, (4) (A) 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 for the Welfare Benefit Continuation Period (as defined in § 4.2(a)(4)(B)). Health care benefits under this §4.2(a)(4) shall be provided in the form of continued group health coverage under COBRA for the first 18 months of the Welfare Benefit Continuation Period, and thereafter for the remainder of the Welfare Benefit Continuation Period, at ICE’s sole discretion, either (i) under a ICE health benefit plan, (ii) as reimbursement (on an after tax basis) of the premium expense Executive incurs to purchase comparable health to the extent that such premium cost exceeds the premium then charged by ICE for the health care continuation coverage or (iii) as payment (on an after tax basis) of an allowance, for the remainder of the Welfare Benefit Continuation Period, in lieu of reimbursing Executive for purchasing comparable coverage for such period if it is determined that purchasing comparable coverage would be impractical or undesirable. Notwithstanding the foregoing, in the event Executive becomes reemployed with another employer and becomes eligible to receive health care benefits from such employer, the health care benefits described herein shall be secondary to such benefits during the period of Executive’s eligibility, but only to the extent that ICE reimburses Executive for any increased cost and provides any additional benefits necessary to give Executive the benefits provided hereunder, where

Before a Change in Control. If ICE terminates Executive’s employment other than for Cause (as defined in § 4.2(c)) or a Disability (as defined in § 4.2(d)) before the Effective Date (as defined in § 4.2(e)(1)) of a Change in Control (as defined in § 4.2(e)(2)) or Executive resigns for Good Reason (as defined in § 4.2(f)) before such an Effective Date, 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 the amount of Executive’s base salary, as in effect on the date Executive’s employment terminates, that Executive would have received as if Executive had remained employed for the remainder of the Term in accordance with § 3.1, (2) pay Executive a lump sum cash payment equal to three (3) one times the greater of (i) the average of the last three annual bonuses received by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminates and (ii) 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 Term 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 the Term, and (4) (A) 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 for the Welfare Benefit Continuation Period (as defined in § 4.2(a)(4)(B)). Health care benefits under this §4.2(a)(4) shall be provided in the form of continued group health coverage under COBRA for the first 18 months of the Welfare Benefit Continuation Period, and thereafter for the remainder of the Welfare Benefit Continuation Period, at ICE’s sole discretion, either (i) under a ICE health benefit plan, (ii) as reimbursement (on an after tax basis) of the premium expense Executive incurs to purchase comparable health to the extent that such premium cost exceeds the premium then charged by ICE for the health care continuation coverage or (iii) as payment (on an after tax basis) of an allowance, for the remainder of the Welfare Benefit Continuation Period, in lieu of reimbursing Executive for purchasing comparable coverage for such period if it is determined that purchasing comparable coverage would be impractical or undesirable. Notwithstanding the foregoing, in the event Executive becomes reemployed with another employer and becomes eligible to receive health care benefits from such employer, the health care benefits described herein shall be secondary to such benefits during the period of Executive’s eligibility, but only to the extent that ICE reimburses Executive for any increased cost and provides any additional benefits necessary to give Executive the benefits provided hereunder, where

Before a Change in Control. If ICE terminates Executive’s employment other than for Cause (as defined in § 4.2(c)) or a Disability (as defined in § 4.2(d)) before the Effective Date (as defined in § 4.2(e)(1)) of a Change in Control (as defined in § 4.2(e)(2)) or Executive resigns for Good Reason (as defined in § 4.2(f)) before such an Effective Date, 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 the amount of Executive’s base salary, as in effect on the date Executive’s employment terminates, that Executive would have received as if Executive had remained employed for the remainder of the Term in accordance with § 3.1, (2) pay Executive a lump sum bonus in cash payment equal to three (3) two times the greater of (i) the average 70% of the last three annual bonuses received by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminates and then current base salary or (ii) 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 Term 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 the Term, and, (4) (A) 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 for the Welfare Benefit Continuation Period (as defined in § 4.2(a)(4)(B)). Health care benefits under this §4.2(a)(4) shall be provided in the form of continued group health coverage under COBRA for the first 18 months of the Welfare Benefit Continuation Period, and thereafter for the remainder of the Welfare Benefit Continuation Period, at ICE’s sole discretion, either (i) under a ICE health benefit plan, (ii) as reimbursement (on an after tax basis) of the premium expense Executive incurs to purchase comparable health to the extent that such premium cost exceeds the premium then charged by ICE for the health care continuation coverage or (iii) as payment (on an after tax basis) of an allowance, for the remainder of the Welfare Benefit Continuation Period, in lieu of reimbursing Executive for purchasing comparable coverage for such period if it is determined that purchasing comparable coverage would be impractical or undesirable. Notwithstanding the foregoing, in the event Executive becomes reemployed with another employer and becomes eligible to receive health care benefits from such employer, the health care benefits described herein shall be secondary to such benefits during the period of Executive’s eligibility, but only to the extent that ICE reimburses Executive for any increased cost and provides any additional benefits necessary to give Executive the benefits provided hereunder, where

Before a Change in Control. If ICE terminates Executive’s employment other than for Cause (as defined in § 4.2(c)) or a Disability (as defined in § 4.2(d)) before the Effective Date (as defined in § 4.2(e)(1)) of a Change in Control (as defined in § 4.2(e)(2)) or Executive resigns for Good Reason (as defined in § 4.2(f)) before such an Effective Date, 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 the amount of Executive’s base salary, as in effect on the date Executive’s employment terminates, that Executive would have received as if Executive had remained employed for the remainder of the Term in accordance with § 3.1, (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 received by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminates and then current base salary or (ii) 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 Term 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 the Term, and, (4) (A) 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 for the Welfare Benefit Continuation Period (as defined in § 4.2(a)(4)(B)). Health care benefits under this §4.2(a)(4) shall be provided in the form of continued group health coverage under COBRA for the first 18 months of the Welfare Benefit Continuation Period, and thereafter for the remainder of the Welfare Benefit Continuation Period, at ICE’s sole discretion, either (i) under a ICE health benefit plan, (ii) as reimbursement (on an after tax basis) of the premium expense Executive incurs to purchase comparable health to the extent that such premium cost exceeds the premium then charged by ICE for the health care continuation coverage or (iii) as payment (on an after tax basis) of an allowance, for the remainder of the Welfare Benefit Continuation Period, in lieu of reimbursing Executive for purchasing comparable coverage for such period if it is determined that purchasing comparable coverage would be impractical or undesirable. Notwithstanding the foregoing, in the event Executive becomes reemployed with another employer and becomes eligible to receive health care benefits from such employer, the health care benefits described herein shall be secondary to such benefits during the period of Executive’s eligibility, but only to the extent that ICE reimburses Executive for any increased cost and provides any additional benefits necessary to give Executive the benefits provided hereunder, where

Before a Change in Control. If ICE terminates Executive’s employment other than for Cause (as defined in § 4.2(c)) or a Disability (as defined in § 4.2(d)) before the Effective Date (as defined in § 4.2(e)(1)) of a Change in Control (as defined in § 4.2(e)(2)) or Executive resigns for Good Reason (as defined in § 4.2(f)) before such an Effective Date, 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 the amount of Executive’s base salary, as in effect on the date Executive’s employment terminates, that Executive would have received as if Executive had remained employed for the remainder of the Term in accordance with § 3.1, (2) pay Executive a lump sum cash payment equal to three (3) two times the greater of (i) the average of the last three annual bonuses received by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminates and (ii) 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 Term 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 the Term, and (4) (A) 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 for the Welfare Benefit Continuation Period (as defined in § 4.2(a)(4)(B)). Health care benefits under this §4.2(a)(4) shall be provided in the form of continued group health coverage under COBRA for the first 18 months of the Welfare Benefit Continuation Period, and thereafter for the remainder of the Welfare Benefit Continuation Period, at ICE’s sole discretion, either (i) under a ICE health benefit plan, (ii) as reimbursement (on an after tax basis) of the premium expense Executive incurs to purchase comparable health to the extent that such premium cost exceeds the premium then charged by ICE for the health care continuation coverage or (iii) as payment (on an after tax basis) of an allowance, for the remainder of the Welfare Benefit Continuation Period, in lieu of reimbursing Executive for purchasing comparable coverage for such period if it is determined that purchasing comparable coverage would be impractical or undesirable. Notwithstanding the foregoing, in the event Executive becomes reemployed with another employer and becomes eligible to receive health care benefits from such employer, the health care benefits described herein shall be secondary to such benefits during the period of Executive’s eligibility, but only to the extent that ICE reimburses Executive for any increased cost and provides any additional benefits necessary to give Executive the benefits provided hereunder, where

Before a Change in Control. If ICE terminates Executive’s employment other than for Cause (as defined in § 4.2(c)) or a Disability (as defined in § 4.2(d)) before the Effective Date (as defined in § 4.2(e)(1)) of a Change in Control (as defined in § 4.2(e)(2)) or Executive resigns for Good Reason (as defined in § 4.2(f)) before such an Effective Date, 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):withholdings) (1) continue to pay Executive a lump sum cash payment equal to the amount of Executive’s base salary, salary as in effect on the date Executive’s employment terminates, that Executive would have received as if Executive had remained employed terminates for the remainder of the Term in accordance with § 3.1, (2) pay Executive a lump sum an annual bonus in cash payment equal to three (3) times as if Executive had remained employed until the greater of (i) the average end of the last three Term in accordance with ICE’s annual bonuses received by Executive from ICE or any bonus payment practices in effect before Executive’s termination of its affiliates prior to employment, which annual bonus shall equal Executive’s target bonus for the date year in which Executive’s employment terminates and (ii) or the last annual bonus received paid to Executive by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminatesaffiliates, whichever is greater, (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, (Aa) 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 Term 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 the Term, and, (4) (Aa) 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 for the Welfare Benefit Continuation Period (as defined in § 4.2(a)(4)(B4.2(a)(4)(c)). Health care benefits under this §4.2(a)(4) shall or, if ICE determines that continuing such coverage would be provided in the form of continued group health impracticable or undesirable, reimburse Executive for purchasing comparable coverage under COBRA for the first 18 months of the Welfare Benefit Continuation Periodor, and thereafter at Executive’s election, pay Executive an allowance for the remainder of the Welfare Benefit Continuation Period, at ICE’s sole discretion, either (i) under a ICE health benefit plan, (ii) as reimbursement (on an after tax basis) of the premium expense Executive incurs to purchase comparable health to the extent that such premium cost exceeds the premium then charged by ICE for the health care continuation coverage or (iii) as payment (on an after tax basis) of an allowance, for the remainder of the Welfare Benefit Continuation Period, Period in lieu of reimbursing Executive for purchasing comparable coverage for such period if it is determined Executive determines that purchasing comparable coverage would be impractical impracticable or undesirable. Notwithstanding the foregoing, in the event Executive becomes reemployed with another employer and becomes eligible to receive health care benefits from such employer, the health care benefits described herein shall be secondary to such benefits during the period of Executive’s eligibility, but only to the extent that ICE reimburses Executive for any increased cost and provides any additional benefits necessary to give Executive the benefits provided hereunder, whereand

Before a Change in Control. If ICE terminates Executive’s employment other than for Cause (as defined in § 4.2(c)) or a Disability (as defined in § 4.2(d)) before the Effective Date (as defined in § 4.2(e)(1)) of a Change in Control (as defined in § 4.2(e)(2)) or Executive resigns for Good Reason (as defined in § 4.2(f)) before such an Effective Date, 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 the amount of Executive’s base salary, as in effect on the date Executive’s employment terminates, that Executive would have received as if Executive had remained employed for the remainder of the Term in accordance with § 3.1, (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 received by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminates and then current base salary or (ii) 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 Term 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 the Term, and, (4) (A) 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 for the Welfare Benefit Continuation Period (as defined in § 4.2(a)(4)(B)). Health care benefits under this §4.2(a)(4) shall be provided in the form of continued group health coverage under COBRA for the first 18 months of the Welfare Benefit Continuation Period, and thereafter for the remainder of the Welfare Benefit Continuation Period, at ICE’s sole discretion, either (i) under a ICE health benefit plan, (ii) as reimbursement (on an after tax basis) of the premium expense Executive incurs to purchase comparable health to the extent that such premium cost exceeds the premium then charged by ICE for the health care continuation coverage or (iii) as payment (on an after tax basis) of an allowance, for the remainder of the Welfare Benefit Continuation Period, in lieu of reimbursing Executive for purchasing comparable coverage for such period if it is determined that purchasing comparable coverage would be impractical or undesirable. Notwithstanding the foregoing, in the event Executive becomes reemployed with another employer and becomes eligible to receive health care benefits from such employer, the health care benefits described herein shall be secondary to such benefits during the period of Executive’s eligibility, but only to the extent that ICE reimburses Executive for any increased cost and provides any additional benefits necessary to give Executive the benefits provided hereunder, where