Common use of Change in Control of the Company Clause in Contracts

Change in Control of the Company. (a) In the event that (i) a Change in Control (as defined in paragraph (b) of this Section 5.6) in the Company shall occur during the Term of Employment, and (ii) prior to the later of the Expiration Date or one year after the date of the Change in Control, either (x) the Term of Employment is terminated by the Company without Cause, pursuant to Section 5.2 hereof or (y) the Executive terminates the Term of Employment for Good Reason the Company shall (1) pay to the Executive any unpaid Base Salary through the effective date of termination, (2) pay to the Executive as a single lump sum payment, within 30 days of the termination of his employment hereunder, a lump sum payment equal to the sum of (x) the Executive's current annual Base Salary, plus any bonuses payable to the Executive pursuant to and in accordance with Section 3.2 hereof, and the value of the annual fringe benefits (based upon their cost to the Company) required to be provided to the Executive under Sections 4.2 and 4.4 hereof, for the year immediately preceding the year in which his employment terminates, plus (y) the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under those plans by reason of the termination of his employment hereunder. The Company shall have no further liability hereunder (other than for (1) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (2) payment of compensation for unused vacation days). (b) For purposes of this Agreement, the term “Change in Control” shall mean:

Change in Control of the Company. (a) In a. Unless otherwise provided in Section 5.7 hereof, in the event that (i) a Change in Control (as defined in paragraph (b) of this Section 5.6) in the Company shall occur during the Term of Employment, and (ii) prior to the later earlier of the Expiration Date or and one year after the date of the Change in Control, either (x) the Term of Employment is terminated by the Company without Cause, pursuant to Section 5.2 5.4 hereof or (y) the Executive terminates the Term of Employment for Good Reason pursuant to Section 5.5(b) hereof, the Company shall (1) pay to the Executive any unpaid Base Salary through the effective date of termination, (2) pay to the Executive as a single lump sum payment, within 30 days of the termination of his employment hereunder, a lump sum payment equal to the sum of (x) two times the sum of Executive's current ’s (i) annual Base Salary, plus any bonuses payable to (ii) average bonus for the Executive pursuant to last two years, (iii) except as set forth in (iv), other average compensation, if any, for the last two years and in accordance with Section 3.2 hereof, and (iv) the value of the annual fringe benefits (based upon their cost to the Company) required to be provided to the Executive under Sections 4.2 and 4.4 hereof, for the year immediately preceding the year in which his employment terminates, plus (y) the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under those plans by reason of the termination of his employment hereunder. Further, upon the Change in Control, the Executive’s Stock Options shall immediately vest. The Company shall have no further liability hereunder (other than for (1) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (2) payment of compensation for unused vacation days). (b) b. For purposes of this Agreement, the term “Change in Control” shall mean:

Change in Control of the Company. (a) In the event that (i) a Change in Control (as defined in paragraph (b) of this Section 5.6) in the Company shall occur during the Term of Employment, and (ii) prior to the later of the Expiration Date or within one year after the date of the Change in Control, either (x) the Term of Employment is terminated by the Company without Cause, pursuant to Section 5.2 5.4 hereof or (y) the Executive terminates the Term of Employment for Good Reason Reason, the Company shall (1) pay to the Executive any unpaid Base Salary through the effective date of termination, (2) pay to the Executive as a single lump sum payment, within 30 days of the termination of his employment hereunder, a lump sum payment equal to the sum of (x) two times the sum of Executive's current annual Base Salary, plus any bonuses payable to the Executive pursuant to and in accordance with Section 3.2 hereofIncentive Compensation, and the value of the annual fringe benefits (based upon their cost to the Company) required to be provided to the Executive under Sections 4.2 and 4.4 hereof, for the year immediately preceding the year in which his employment terminates, plus (y) the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under those plans by reason of the termination of his employment hereunder. The Company shall have no further liability hereunder (other than for (1) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (2) payment of compensation for unused vacation daysdays that have accumulated during the calendar year in which such termination occurs). (b) For purposes of this Agreement, the term “"Change in Control” " shall mean:

Change in Control of the Company. (a) In the event that that: (i) a Change in Control (as defined in paragraph (b) of this Section 5.6) in the Company shall occur during the Term of Employment, ; and (ii) either: (A) prior to the later earlier of the Expiration Date or and one year after the date of the Change in Control, either either: (x1) the Term of Employment is terminated by the Company without Cause, pursuant to Section 5.2 5.4 hereof or (y2) the Executive terminates the Term of Employment for Good Reason as defined in Section 5.5(d) hereof, or (B) the Executive terminates the Term of Employment for any reason within 30 days after the Change in Control occurs, the Company shall shall: (1i) pay to the Executive any unpaid Base Salary through the effective date of termination; (ii) pay to the Executive the Incentive Compensation, if any, not yet paid to the Executive for any year prior to such termination, at such time as the Incentive Compensation otherwise would have been payable to the Executive; (2iii) pay to the Executive his Termination Year Bonus, if any, at the time provided in Section 3.2 hereof; and (iv) pay to the Executive as a single lump sum payment, within 30 days of the termination of his employment hereunderthe Term of Employment, a lump sum payment equal to the sum of (x) two (2) times the sum of the Executive's current ’s annual Base Salary, plus any bonuses payable to the Executive pursuant to and in accordance with Section 3.2 hereofIncentive Compensation, and the value of the annual fringe benefits (based upon their cost to the Company) required to be provided to the Executive under Sections 4.2 and 4.4 hereof, for the fiscal year immediately preceding the year in which his employment the Term of Employment terminates, plus (y) the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under those plans by reason of the termination of his employment hereunder. Notwithstanding any other provision herein, the Executive’s right to receive any severance benefits pursuant to this Section 5.6 shall be subject to his execution and delivery to the Company of a general release of claims in substantially the form attached hereto as Exhibit A (with such changes as may be reasonably required to such form to help ensure its enforceability in light of any changes in applicable law) not more than twenty-one (21) days (forty-five (45) days if required under applicable law) after the date the Company provides the final form of release to the Executive (and the Executive’s not revoking such release within any revocation period provided under applicable law). The Company shall provide the final form of release agreement to the Executive not later than seven (7) days following the date of the termination date. Upon any termination effected and compensated pursuant to this Section 5.6(a), the Company shall have no further liability hereunder (other than for (1) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (2) payment of compensation for unused vacation days4.1 hereof). (b) For purposes of this Agreement, the term “Change in Control” shall mean:

Change in Control of the Company. (a) In the event that (i) a Change in Control (as defined in paragraph (b) of this Section 5.6) in the Company shall occur during the Term of Employment, and (ii) prior to the later of the Expiration Date or one year after the date of the Change in Control, either (x) the Term of Employment is terminated by the Company without Cause, pursuant to Section 5.2 5.4 hereof or (y) the Executive terminates the Term of Employment for Good Reason the Company shall (1) pay to the Executive any unpaid Base Salary through the effective date of termination, (2) pay to the Executive as a single lump sum payment, within 30 days of the termination of his employment hereunder, a lump sum payment equal to the sum of (x) two times the sum of Executive's current annual Base Salary, plus any bonuses payable to the Executive pursuant to and in accordance with Section 3.2 hereofIncentive Compensation, and the value of the annual fringe benefits (based upon their cost to the Company) required to be provided to the Executive under Sections 4.2 and 4.4 hereof, for the year immediately preceding the year in which his employment terminates, plus (y) the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under those plans by reason of the termination of his employment hereunder. The Company shall have no further liability hereunder (other than for (1) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (2) payment of compensation for unused vacation daysdays that have accumulated during the calendar year in which such termination occurs). (b) For purposes of this Agreement, the term “"Change in Control” " shall mean:

Change in Control of the Company. (a) In the event that (i) a Change in Control (as defined in paragraph (b) of this Section 5.6) in the Company shall occur during the Term of Employment, and (ii) prior to the later of the Expiration Date or one year after the date of the Change in Control, either (x) the Term of Employment is terminated by the Company without Cause, pursuant to Section 5.2 hereof or (y) the Executive terminates the Term of Employment for Good Reason the Company shall (1) pay to the Executive any unpaid Base Salary through the effective date of termination, (2) pay to the Executive as a single lump sum payment, within 30 days of the termination of his employment hereunder, a lump sum payment equal to the sum of (x) the Executive's current annual Base Salary, plus any bonuses payable to the Executive pursuant to and in accordance with Section 3.2 hereof, and the value of the annual fringe benefits (based upon their cost to the Company) required to be provided to the Executive under Sections 4.2 and 4.4 hereof, for the year immediately preceding the year in which his employment terminates, plus (y) the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under those plans by reason of the termination of his employment hereunder. The Company shall have no further liability hereunder (other than for (1) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (2) payment of compensation for unused vacation days). (b) For purposes of this Agreement, the term “"Change in Control” " shall mean:

Change in Control of the Company. (a) In If at anytime during the event that (i) Term hereof a Change change in Control control of the Company (as defined in paragraph Subsection (b) below) occurs, then within sixty (60) days after receipt of this Section 5.6) written notice of such change in control of the Company, the Executive may, by written notice to the Company shall occur during (or its successor), terminate this Agreement. In the Term event of Employmentsaid termination, and (ii) prior to the later of the Expiration Date or one year after the date of the Change in Control, either (x) the Term of Employment is terminated by the Company without Cause, pursuant to Section 5.2 hereof or (yi) the Executive terminates the Term of Employment for Good Reason the Company shall (1) pay to the Executive any unpaid Base Salary through the effective date of termination, (2) pay to the Executive as a single lump sum payment, within 30 days of the termination of his employment hereunder, receive a lump sum payment equal to the sum of 2.99 times his average annual Base Salary for (x) the Executive's current annual Base Salaryperiod from commencement of his employment with the Company or (y) the last five (5) years, plus whichever is shorter, payable within thirty (30) days after termination of this Agreement, (ii) the Company (or its successor) shall maintain, at its expense, the health plan coverage of the Executive for a period of twelve (12) months after such termination, subject to termination of such health plan benefits upon the Executive becoming covered by a comparable plan offered by a subsequent employer and also subject to any bonuses payable changes in such plan as applicable to other executive officers and (iii) all stock options and other equity based awards granted to the Executive by the Company shall become fully vested and exercisable subject to their respective terms; provided, however, if the amount to be paid or distributed to the Executive pursuant to and in accordance this Section 6.06 (taken together with Section 3.2 hereof, and any amounts otherwise to be paid or distributed to the value of the annual fringe benefits (based upon their cost to Executive by the Company) required to be provided to (such amounts collectively the Executive "Section 6.06 Payment") would result in the application of an excise tax under Sections 4.2 and 4.4 hereof, for the year immediately preceding the year in which his employment terminates, plus (y) the value Section 4999 of the portion Internal Revenue Code of his benefits under 1986, as amended (the "Code"), or any savings, pension, profit sharing successor or deferred compensation plans that are forfeited under those plans by reason of the termination of his employment hereunder. The Company shall have no further liability hereunder (other than for (1) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (2) payment of compensation for unused vacation days). (b) For purposes of this Agreementsimilar provision thereto, the term “Change in Control” shall mean:Section

Change in Control of the Company. (a) In a. Unless otherwise provided in Section 5.7 hereof, in the event that (i) a Change in Control (as defined in paragraph (b) of this Section 5.6) in the Company shall occur during the Term of Employment, and (ii) prior to the later earlier of the Expiration Date or and one year after the date of the Change in Control, either (x) the Executive’s Term of Employment is terminated by the Company without Causecause, pursuant to as defined in Section 5.2 hereof 5.4 hereof, or (y) the Executive terminates the Term of Employment for Good Reason pursuant to Section 5.5(b) hereof, then the Company shall (1) pay to the Executive any unpaid Base Salary through the effective date of termination, (2) pay to the Executive as a single lump sum payment, within 30 days of the termination of his employment hereunder, a lump sum payment equal to the sum of (x) one times the sum of Executive's current ’s (i) annual Base Salary, plus any bonuses payable to (ii) average bonus for the Executive pursuant to last two years, (iii) except as set forth in (iv), other average compensation, if any, for the last two years and in accordance with Section 3.2 hereof, and (v) the value of the annual fringe benefits (based upon their cost to the Company) required to be provided to the Executive under Sections 4.2 and 4.4 hereof, for the year immediately preceding the year in which his employment terminates, plus (y) the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under those plans by reason of the termination of his employment hereunder. Further, upon the Change in Control, the Executive’s Stock Options shall immediately vest. The Company shall have no further liability hereunder (other than for (1) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (2) payment of compensation for unused vacation days). (b) b. For the purposes of this Agreement, the term “Change in Control” shall mean:mean (a) any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company; or (b) any consolidation or merger or other business combination of the Company with any other entity where the shareholders of the Company, immediately prior to the consolidation or merger or other business combination would not, immediately after the consolidation or merger or other business combination, beneficially own, directly or indirectly, shares representing fifty percent (50%) of the combined voting power of all of the outstanding securities of the entity issuing cash or securities in the consolidation or merger or other business combination (or its ultimate parent corporation, if any). Notwithstanding the foregoing, no transaction shall be deemed to constitute a “Change in Control” for purposes of this Agreement if such transaction involves the electronic security services industry or is procured, directly or indirectly, by the Employee or any affiliate of the Employee.

Change in Control of the Company. (a) In the event that that: (i) a Change in Control (as defined in paragraph (b) of this Section 5.6) in the Company shall occur during the Term of Employment, ; and (ii) either: (A) prior to the later earlier of the Expiration Date or and one year after the date of the Change in Control, either either: (x1) the Term of Employment is terminated by the Company without Cause, pursuant to Section 5.2 5.4 hereof or (y2) the Executive terminates the Term of Employment for Good Reason as defined in Section 5.5(d) hereof, or (B) the Executive terminates the Term of Employment for any reason within 30 days after the Change in Control occurs, the Company shall shall: (1i) pay to the Executive any unpaid Base Salary through the effective date of termination; (ii) pay to the Executive the Incentive Compensation, if any, not yet paid to the Executive for any year prior to such termination, at such time as the Incentive Compensation otherwise would have been payable to the Executive; (2iii) pay to the Executive his Termination Year Bonus, if any, at the time provided in Section 3.2 hereof; and (iv) pay to the Executive as a single lump sum payment, within 30 days of the termination of his employment hereunderthe Term of Employment, a lump sum payment equal to the sum of (x) two (2) times the sum of the Executive's current annual Base Salary, plus any bonuses payable to the Executive pursuant to and in accordance with Section 3.2 hereofIncentive Compensation, and the value of the annual fringe benefits (based upon their cost to the Company) required to be provided to the Executive under Sections 4.2 and 4.4 hereof, for the fiscal year immediately preceding the year in which his employment the Term of Employment terminates, plus (y) the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under those plans by reason of the termination of his employment hereunder. Notwithstanding any other provision herein, the Executive’s right to receive any severance benefits pursuant to this Section 5.6 shall be subject to his execution and delivery to the Company of a general release of claims in substantially the form attached hereto as Exhibit A (with such changes as may be reasonably required to such form to help ensure its enforceability in light of any changes in applicable law) not more than twenty-one (21) days (forty-five (45) days if required under applicable law) after the date the Company provides the final form of release to the Executive (and the Executive’s not revoking such release within any revocation period provided under applicable law). The Company shall provide the final form of release agreement to the Executive not later than seven (7) days following the date of the termination date. Upon any termination effected and compensated pursuant to this Section 5.6(a), the Company shall have no further liability hereunder (other than for (1) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (2) payment of compensation for unused vacation days4.1 hereof). (b) For purposes of this Agreement, the term “"Change in Control” " shall mean:

Change in Control of the Company. (a) In the event that (i) a Change in Control (as defined in paragraph (b) of this Section 5.6) in of the Company shall occur during the Term of Employment, and (ii) prior to the later of the Expiration Date or one (1) year after the date of the Change in Control, either (x) the Term of Employment is terminated by the Company without Cause, pursuant to Section 5.2 hereof or (y) the Executive terminates the Term of Employment for Good Reason Reason, the Company shall (1) pay to the Executive any unpaid Base Salary through the effective date of termination, (2) pay to the Executive as a single lump sum payment, within 30 thirty (30) days of the termination of his employment hereunder, a lump sum payment equal to the sum of (x) an amount equal to the Executive's current annual ’s Base Salary for the remainder of the Initial Term, or the Renewal Term if such termination occurs during a Renewal Term, but in no event less than three (3) years of Base Salary, plus (y) any bonuses payable to the Executive pursuant to and in accordance with Section 3.2 hereof, unused vacation pay and the value of the annual fringe benefits (based upon their cost to the Company) required to be provided to the Executive under Sections 4.2 and 4.4 hereof, for the year immediately preceding the year in which his employment terminates, plus (yz) the value of the portion of his benefits under any savings, pension, pension or profit sharing or deferred compensation plans that are forfeited under those plans by reason of the termination of his employment hereunder. Further, if a Change in Control occurs during the Term of Employment, then the Executive’s Equity Awards, if any, shall immediately vest notwithstanding any other provisions of such Equity Award Agreements to the contrary. The Company shall have no further liability hereunder (other than for (1) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (2) payment of compensation for unused vacation days). (b) For purposes of this Agreement, the term “Change in Control” shall mean:

Change in Control of the Company. a. In the event that a Change in Control (as defined in paragraph (c) of this Section 5.6) in the Company shall occur during the Term of Employment, the Company shall pay to the Executive, within 30 days of such Change in Control, a lump sum cash payment equal to the quotient obtained by dividing (i) $600,000, by (ii) 100% minus the Executive's combined federal, state and local marginal tax rate (determined based upon the assumptions set forth in the last sentence of Section 5.7 (a) hereof), b. In the event that (i) a Change in Control (as defined in paragraph (bc) of this Section 5.6) in the Company shall occur during the Term of Employment, and (ii) prior to the later earlier of the Expiration Date or one year and three years after the date of the Change in Control, either (x) the Term of Employment is terminated by the Company without Cause, Cause pursuant to Section 5.2 5.4 hereof or (y) the Executive terminates the Term of Employment for Good Reason pursuant to Section 5.5(b) hereof, then the Company shall (1) pay to the Executive any unpaid Base Salary through the effective date of termination, (2) pay to the Executive the Incentive Compensation, if any, not yet paid to the Executive for any year prior to such termination, at such time as the Incentive Compensation otherwise would have been payable to the Executive, (3) pay to the Executive his Termination Year Bonus, if any, at the time provided in Section 3.2 hereof, and (4) pay to the Executive as a single lump sum cash payment, within 30 days of the termination of his employment hereunder, a lump sum payment equal to the sum of (x) three times the Executive's current annual Base Salary, plus any bonuses payable to the Executive pursuant to and in accordance with Section 3.2 hereof, and the value of the annual fringe benefits (based upon their cost to the Company) required to be provided to the Executive under Sections 4.2 and 4.4 hereof, for the year immediately preceding the year in which his employment terminates, plus (y) the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under those plans by reason of the termination of his employment hereunder. The Company shall have no further liability hereunder (other than for (1) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (2) payment of compensation for unused vacation days).sum of (b) c. For purposes of this Agreement, the term “"Change in Control” " shall mean:

Change in Control of the Company. (a) In the event that (i) a Change in Control (as defined in paragraph (b) of this Section 5.6) in the Company shall occur during the Term of Employment, and (ii) prior to the later of the Expiration Date or within one year after the date of the Change in Control, either (x) the Term of Employment is terminated by the Company without Cause, pursuant to Section 5.2 5.4 hereof or (y) the Executive terminates the Term of Employment for Good Reason Reason, the Company shall (1) pay to the Executive any unpaid Base Salary through the effective date of termination, (2) pay to the Executive as a single lump sum payment, within 30 days of the termination of his employment hereunder, a lump sum payment equal to the sum of (x) two times the sum of Executive's current ’s annual Base Salary, plus any bonuses payable to the Executive pursuant to and in accordance with Section 3.2 hereofIncentive Compensation, and the value of the annual fringe benefits (based upon their cost to the Company) required to be provided to the Executive under Sections 4.2 and 4.4 hereof, for the year immediately preceding the year in which his employment terminates, plus (y) the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under those plans by reason of the termination of his employment hereunder. The Company shall have no further liability hereunder (other than for (1) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (2) payment of compensation for unused vacation daysdays that have accumulated during the calendar year in which such termination occurs). (b) For purposes of this Agreement, the term “Change in Control” shall mean:

Change in Control of the Company. (a) In a. Unless otherwise provided in Section 5.7 hereof, in the event that (i) a Change in Control (as defined in paragraph (b) of this Section 5.6) in the Company shall occur during the Term of Employment, and (ii) prior to the later earlier of the Expiration Date or and one year after the date of the Change in Control, either (x) the Executive’s Term of Employment is terminated by the Company without Causecause, pursuant to as defined in Section 5.2 hereof 5.4 hereof, or (y) the Executive terminates the Term of Employment for Good Reason pursuant to Section 5.5(b) hereof, then the Company shall (1) pay to the Executive any unpaid Base Salary through the effective date of termination, (2) pay to the Executive as a single lump sum payment, within 30 days of the termination of his employment hereunder, a lump sum payment equal to the sum of (x) one times the sum of Executive's current ’s (i) annual Base Salary, plus any bonuses payable to (ii) average bonus for the Executive pursuant to last two years, (iii) except as set forth in (iv), other average compensation, if any, for the last two years and in accordance with Section 3.2 hereof, and (v) the value of the annual fringe benefits (based upon their cost to the Company) required to be provided to the Executive under Sections 4.2 and 4.4 hereof, for the year immediately preceding the year in which his employment terminates, plus (y) the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under those plans by reason of the termination of his employment hereunder. Further, upon the Change in Control, the Executive’s Stock Options shall immediately vest. The Company shall have no further liability hereunder (other than for (1) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (2) payment of compensation for unused vacation days). (b) b. For the purposes of this Agreement, the term “Change in Control” shall mean:mean that the Company sells or transfers (i) substantially all of the assets of the Subsidiaries or (ii) all of the Subsidiaries to an unaffiliated third party.

Change in Control of the Company. (a) In the event that (i) a Change in Control (as defined in paragraph (b) of this Section 5.6) in of the Company shall occur during the Term of Employment, and (ii) prior to the later of the Expiration Date or one (1) year after the date of the Change in Control, either (x) the Term of Employment is terminated by the Company without Cause, pursuant to Section 5.2 hereof or (y) the Executive terminates the Term of Employment for Good Reason Reason, the Company shall (1) pay to the Executive any unpaid Base Salary through the effective date of termination, (2) pay to the Executive as a single lump sum payment, within 30 thirty (30) days of the termination of his employment hereunder, a lump sum payment equal to the sum of (x) an amount equal to the Executive's current annual ’s Base Salary for the remainder of the Initial Term, or the Renewal Term if such termination occurs during a Renewal Term, but in no event less than one (1) year of Base Salary, plus (y) any bonuses payable to the Executive pursuant to and in accordance with Section 3.2 hereof, unused vacation pay and the value of the me annual fringe benefits (based upon their cost to the Company) required to be provided to the Executive under Sections 4.2 and 4.4 hereof, for the year immediately preceding the year in which his employment terminates, plus (yz) the value of the portion of his benefits under any savings, pension, pension or profit sharing or deferred compensation plans that are forfeited under those plans by reason of the termination of his employment hereunder. Further, if a Change in Control occurs during the Term of Employment, then the Executive’s Equity Awards, if any, shall immediately vest notwithstanding any other provisions of such Equity Award Agreements to the contrary. The Company shall have no further liability hereunder (other than for (1) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (2) payment of compensation for unused vacation days). (b) For purposes of this Agreement, the term “Change in Control” shall mean:

Change in Control of the Company. (a) In the event that (i) a Change in Control (as defined in paragraph (b) of this Section 5.6) in the Company shall occur during the Term of Employment, and (ii) prior to the later of the Expiration Date or one year after the date of the Change in Control, either (x) the Term of Employment is terminated by the Company without Cause, pursuant to Section 5.2 5.4 hereof or (y) the Executive terminates the Term of Employment for Good Reason the Company shall (1) pay to the Executive any unpaid Base Salary through the effective date of termination, (2) pay to the Executive as a single lump sum payment, within 30 days of the termination of his employment hereunder, a lump sum payment equal to the sum of (x) two times the sum of Executive's current annual Base Salary, plus any bonuses payable to the Executive pursuant to and in accordance with Section 3.2 hereofIncentive Compensation, and the value of the annual fringe benefits (based upon their cost to the Company) required to be provided to the Executive under Sections 4.2 and 4.4 hereof, for the year immediately preceding the year in which his employment terminates, plus (y) the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under those plans by reason of the termination of his employment hereunder. Further, upon the Change in Control, the Executive's Stock Options shall immediately vest. The Company shall have no further liability hereunder (to the Executive other than for (1i) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, subject however, to the provisions of Section 4.1, and (2ii) payment of compensation for unused vacation days)days that have accumulated during the calendar year in which such termination occurs, and (iii) those continuing obligations of the Company set forth in Article 19 and Article 20. (b) For purposes of this Agreement, the term “"Change in Control” " shall mean:

Change in Control of the Company. (a) In the event that that: (i) a Change in Control (as defined in paragraph (b) of this Section 5.6) in the Company shall occur during the Term of Employment, ; and (ii) either: (A) prior to the later earlier of the Expiration Date or and one year after the date of the Change in Control, either either: (x1) the Term of Employment is terminated by the Company without Cause, pursuant to Section 5.2 5.4 hereof or (y2) the Executive terminates the Term of Employment for Good Reason as defined in Section 5.5(d) hereof, or (B) the Executive terminates the Term of Employment for any reason within 30 days after the Change in Control occurs, the Company shall shall: (1i) pay to the Executive any unpaid Base Salary through the effective date of termination; (ii) pay to the Executive the Incentive Compensation, if any, not yet paid to the Executive for any year prior to such termination, at such time as the Incentive Compensation otherwise would have been payable to the Executive; (2iii) pay to the Executive his Termination Year Bonus, if any, at the time provided in Section 3.2 hereof; and (iv) pay to the Executive as a single lump sum payment, within 30 days of the termination of his employment hereunderthe Term of Employment, a lump sum payment equal to the sum of (x) ten (10) times the sum of the Executive's current ’s annual Base Salary, plus any bonuses payable to the Executive pursuant to and in accordance with Section 3.2 hereofIncentive Compensation, and the value of the annual fringe benefits (based upon their cost to the Company) required to be provided to the Executive under Sections 4.2 and 4.4 hereof, for the fiscal year immediately preceding the year in which his employment the Term of Employment terminates, plus (y) the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under those plans by reason of the termination of his employment hereunder. Notwithstanding any other provision herein, the Executive’s right to receive any severance benefits pursuant to this Section 5.6 shall be subject to his execution and delivery to the Company of a general release of claims in substantially the form attached hereto as Exhibit A (with such changes as may be reasonably required to such form to help ensure its enforceability in light of any changes in applicable law) not more than twenty-one (21) days (forty-five (45) days if required under applicable law) after the date the Company provides the final form of release to the Executive (and the Executive’s not revoking such release within any revocation period provided under applicable law). The Company shall provide the final form of release agreement to the Executive not later than seven (7) days following the date of the termination date. Upon any termination effected and compensated pursuant to this Section 5.6(a), the Company shall have no further liability hereunder (other than for (1) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 4.1, and (2) payment of compensation for unused vacation days4.1 hereof). (b) For purposes of this Agreement, the term “Change in Control” shall mean: