Common use of Change in Control Clause in Contracts

Change in Control. (i) If during the term of this Agreement, any of the events constituting a Change of Control shall be deemed to have occurred, and following such Change of Control, either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.

Change in Control. (ia) If during In the term event of this Agreementa Change in Control, any as defined in Section 7.2, of the events constituting a Change of Control Company, the Executive shall be deemed to have occurredcompleted twenty (20) years of service and is Vested in all benefits under this Agreement (though the Early Retirement Reduction shall still apply), and following such Change of Control, either (A) the retirement benefit described in Section 3.1 shall commence at the Executive’s employment with Retirement Date. The executive shall not be entitled to the Company and/or any of its parentaccelerated service completion set forth in this subsection following a Retirement Benefit Freeze, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of unless the effective date of such Retirement Benefit Freeze occurs within the Change of Control as a result two-year period immediately prior to announcement of the Change of Controlin Control and, in such event, the Executive executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or remain so entitled. (b) In the aggregate amount event of incentive payments made to a Change in Control of the Company, if the employment of the Executive during is thereafter involuntarily terminated without Cause, or if the twelve Executive voluntarily terminates employment for Good Reason (12i) months preceding the within two (2) years after a Change of in Control, or (cii) in anticipation of a Change in Control which then occurs within two (2) years, then the calculated Plan awardExecutive shall receive a benefit, in, each case pursuant in addition to any incentive compensation planbenefit under Section 3 of this Agreement, including without limitation, under this Section 7.1(b). The benefit under this Section 7.1(b) shall be the Companycontinuation of the Executive’s Executive Performance Incentive PlanCompensation, as amended from time to timedefined below, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date years (as the case may be), payable in accordance with the terms Company’s or its successor’s regular payroll procedures for executive employees, but in any event not less frequently than monthly), plus continuation of all employee welfare benefits that the Executive was participating in (health insurance, disability insurance, life insurance and the like) immediately prior to the Change in Control (or cash in an amount equal to the value of the Plan and Company’s or its successor’s contributions for such welfare benefits to the relevant stock option agreementextent that the Executive is no longer eligible to participate in such programs); andprovided, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence however, that, for purposes of this paragraphSection 7.1(b), any the amount of the severance pay that exceeds Executive’s Compensation taken into account shall be reduced by (20%) if the Executive has attained age sixty-one (61), by 40% if the Executive has attained age sixty-two times (62), by 60% if the lesser of: Executive has attained age sixty-three (i) 63), by 80% if the Executive has attained age sixty-four (64), and by 100% if the Executive has attained age sixty-five (65), with all such age determinations made as of the date of the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) . The continuation of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service employee welfare benefits under this Section 7.1(b) shall be on the same terms and conditions (within subject to the meaning aforementioned substitution of Code cash in lieu of benefit plan participation to the extent the Executive is ineligible therefor) as such employee welfare benefits are offered to other executive employees of the Company or of its successor, as applicable, and such continuation shall be for a three-year period even if there is no continuation payment of the Executive’s Compensation because of the 100% reduction under the preceding sentence. For purposes of this Section 409A(a)(2)(A)(iVII only, the term “Compensation” shall mean the Executive’s base pay (at the rate in effect immediately prior to the Change in Control) plus the Executive’s bonus and profit sharing compensation (which for this purpose shall be the average of the Executive’s bonus and profit sharing compensation earned for the two (2) most recently completed fiscal years of the Company immediately preceding the Change in Control). (c) In the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) would be subject to the excise tax imposed by Section 4999 of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior including any successor to such separation from service. If there is any delay in statute of like import (the payment “Excise Tax”), then the amount of the severance pay due to the operation of the preceding sentencebenefit otherwise payable under Section 7.1(b), then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminatesif any, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Paymentreduced, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero, to the maximum amount upon which no such Excise Tax is imposed. (d) For purposes of this Section 7.1, the proper amounts, if any, of the Excise Tax and the adjustment under Section 7.1(c) to eliminate the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments Excise Tax shall be made determined in good faith the first instance by the Company. Notwithstanding Within forty-five (45) days of being provided with written notice of any such determination, the foregoingExecutive may provide written notice to the Committee of any disagreement, in which event the amounts, if the Executive proves to the satisfaction any, of the Compensation Committee of Excise Tax and any adjustment under Section 7.1(c) shall be determined by independent tax counsel selected by the Company’s Board (if no such Compensation Committee then is in existence, then any other committee independent auditors. The determination of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided Company (or, in the preceding sentence would not constitute a Parachute Payment and that event of disagreement, the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence counsel selected) shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Paymentfinal.

Change in Control. (i) If during During the term of this AgreementTerm, any of if the events constituting a Change of Control shall be deemed to have occurred, and following such Change of Control, either (A) the ExecutiveEmployee’s employment with is terminated by the Company and/or any of its parentwithout Cause as provided in Section 3(d) or the Employee terminates his employment for Good Reason as provided in Section 3(e), subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive in either case within three (3) times his then current Base Salary months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and to receive Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee a lump sum in cash in an amount equal to three (3) times the greater sum of (aA) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding of the date of termination of this Agreement without “Cause” Employee’s Base Salary (or resignation for any reason, or (b) the aggregate amount of incentive payments made Employee’s Base Salary in effect immediately prior to the Executive during Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all stock options and other stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination or, if later, the Change in Control and any performance criteria applicable to such options or awards shall be deemed satisfied at a level of 100%; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months preceding or the Change of ControlEmployee’s COBRA health continuation period, or (c) whichever ends earlier, in an amount equal to the calculated Plan award, in, each case pursuant monthly employer contribution that the Company would have made to any incentive compensation plan, including without limitation, provide health insurance to the Employee if the Employee had remained employed by the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case ; and (iv) The amounts payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (bunder Section 5(a)(i) and (fiii) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than or commence to be paid within 60 days after the date Date of Termination or, if later, the Change in Control; provided, however, that is six (6) months following if the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code60-day period begins in one calendar year and ends in a second calendar year, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will shall be paid or commence to be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith second calendar year by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much last day of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment60-day period.

Change in Control. (i) If during Notwithstanding any provision contained herein, if Employee’s employment is terminated by the term Company without Cause (other than by reason of death or Disability), if Employee resigns for Good Reason or in the event of a Non-Renewal that results from a Non-Renewal Notice given by the Company, in each case, within 24 months following a Change in Control (as defined below), Employee shall be entitled to receive: A. the Accrued Rights; B. all outstanding equity and non-equity based awards (including any awards or interests under the Incentive Plans) held by Employee immediately prior to the Date of Termination shall become fully vested as of such date; provided, that, notwithstanding the foregoing, any awards or interests held by Employee as of the Date of Termination under any Incentive Plan shall continue to be governed by the terms and conditions of such plans relating to the forfeiture of awards that are fully vested; C. provided Employee delivers to the Company, within 45 days following the Date of Termination, a properly executed release in accordance with Section 8 of this Agreement, a lump sum payment equal to the sum of (I) two (2) times Employee’s annualized Base Salary in effect on the Date of Termination (determined without regard to any reduction in Base Salary imposed by the Company in violation of Section 3(a) hereof), (II) two (2) times the average of the events constituting a Change of Control shall be deemed bonus amount(s) actually paid to have occurred, and following such Change of Control, either (A) Employee for the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times calendar years ending prior to the Date of Termination (not including any amounts paid to Employee pursuant to any of the Company’s Incentive Plans), (III) the car allowance Employee would have received pursuant to Section 3(f) of this Agreement had his then current Base Salary employment continued for an additional two (2) years, and (IV) the matching contributions that would have been made on behalf of Employee pursuant to receive the Company’s 401(k) plan if Employee had continued participation in such 401(k) plan for an amount equal to three additional two (32) times years, with such lump sum payment paid as soon as practicable but no later than the greater earlier of (a) March 15 following the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of calendar year in which termination of this Agreement without “Cause” or resignation for any reason, occurs or (b) 90 days following the aggregate amount Date of incentive payments made Termination; and D. provided Employee delivers to the Executive during Company, within 45 days following the twelve (12) months preceding the Change Date of ControlTermination, or (c) the calculated Plan awarda properly executed release in accordance with Section 8 of this Agreement, inEmployee, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans his spouse and arrangements described in clauses (b) and (f) of Section 4 eligible dependents (to the extent permissible by law covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions as active employees of the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable Company for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) 18 months following the Executive’s separation from service (within the meaning Date of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the CompanyTermination. Notwithstanding the foregoing, if in the Executive proves event the Company is unable to the satisfaction of the Compensation Committee of provide continued participation in the Company’s Board (if no group health plans or to the extent such Compensation Committee then is continued participation would subject the Company to negative tax consequences or would be provided during a period when, in existence, then any other committee the absence of the Board then performing benefits provided in this Section 5(d)(i)D, Employee or his dependants would not be entitled to continuation coverage under Section 4980B of the functions Code, the Company will reimburse Employee for amounts necessary to enable Employee to obtain similar benefits, and any such reimbursement will be made in accordance with the provisions of a compensation committee) with clear and convincing evidence that all Treasury Regulation § 1.409A-3(i)(1)(iv). The health care continuation coverage period under COBRA, Code Section 4980B, or any portion replacement or successor provision of United States tax law, shall run concurrently with the amount period during which continued benefits are being provided pursuant to this Section 5(d)(i)D. (ii) For purposes of this Agreement, the reduction provided term “Change in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence Control” shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.mean:

Change in Control. (i) If during Notwithstanding any provision contained herein, if Employee’s employment is terminated by the term Company without Cause (other than by reason of death or Disability), if Employee resigns for Good Reason or in the event of a Non-Renewal that results from a Non-Renewal Notice given by the Company, in each case, within 24 months following a Change in Control (as defined below), Employee shall be entitled to receive: A. the Accrued Rights; US 4716556v.2 B. all (I) awards or interests under the APO Plans held by Employee immediately prior to the Date of Termination shall become fully vested as of such date and (II) all equity and non-equity based awards that vest over time solely on account of the continued services of the Employee (including awards granted pursuant to the LTIP) will become vested or exercisable, as applicable, with respect to an additional 12 months, and all performance-based awards will become vested and settleable with respect to the greater of (x) actual performance as of the Date of Termination, or (y) target performance under the award, to the extent the performance period with respect to such award will end within the 12 month period following the Date of Termination, and in each case shall be settled within 45 days following the Date of Termination; provided, that, except as provided in the foregoing notwithstanding the foregoing, any awards or interests held by Employee as of the Date of Termination under any APO Plan or the LTIP shall continue to be governed by the terms and conditions of such plans relating to the forfeiture of awards that are fully vested; C. provided Employee delivers to the Company, within 45 days following the Date of Termination, a properly executed release in accordance with Section 8 of this Agreement, a lump sum payment equal to the sum of (I) two (2) times Employee’s annualized Base Salary in effect on the Date of Termination (determined without regard to any reduction in Base Salary imposed by the Company in violation of Section 3(a) hereof), (II) two (2) times the average of the bonus amount(s) actually paid to Employee (not including any amounts paid to Employee pursuant to any of the events constituting a Change of Control shall be deemed Company’s APO Plans or any equity amounts paid to have occurred, Employee pursuant to the LTIP but including any cash incentives paid pursuant to Section 3(b) and following such Change of Control, either (ASection 3(e) hereof) for the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times calendar years ending prior to the Date of Termination, (III) the car allowance Employee would have received pursuant to Section 3(f) of this Agreement had his then current Base Salary employment continued for an additional two (2) years, and (IV) the matching contributions that would have been made on behalf of Employee pursuant to receive the Company’s 401(k) plan if Employee had continued participation in such 401(k) plan for an amount equal to three additional two (32) times years, payable as soon as practicable but no later than the greater earlier of (a) March 15 following the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of calendar year in which termination of this Agreement without “Cause” or resignation for any reason, occurs or (b) 90 days following the aggregate amount Date of incentive payments made Termination; and D. provided Employee delivers to the Executive during Company, within 45 days following the twelve (12) months preceding the Change Date of ControlTermination, or (c) the calculated Plan awarda properly executed release in accordance with Section 8 of this Agreement, inEmployee, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans his spouse and arrangements described in clauses (b) and (f) of Section 4 eligible dependents (to the extent permissible by law covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions as active employees of the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable Company for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) 18 months following the Executive’s separation from service (within the meaning Date of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the CompanyTermination. Notwithstanding the foregoing, if in the Executive proves event the Company is unable to the satisfaction of the Compensation Committee of provide continued participation in the Company’s Board (if no group health plans or to the extent such Compensation Committee then is continued participation would subject the Company to negative tax consequences or would be provided during a period when, in existence, then any other committee the absence of the Board then performing benefits provided in this Section 5(d)(i)D, Employee or his dependents would not be entitled to continuation coverage under Section 4980B of the functions Code, the Company will reimburse Employee for amounts necessary to enable Employee to obtain similar benefits, and any such reimbursement will be made in accordance with the provisions of a compensation committee) with clear and convincing evidence that all Treasury Regulation § 1.409A-3(i)(1)(iv). The health care continuation coverage period under COBRA, Code Section 4980B, or any portion replacement or successor provision of United States tax law, shall run concurrently with the amount period during which continued benefits are being provided pursuant to this Section 5(d)(i)D. (ii) For purposes of this Agreement, the reduction provided term “Change in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence Control” shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.mean:

Change in Control. (i) If during Notwithstanding any provision contained herein, if Employee’s employment is terminated by the term Company without Cause (other than by reason of death or Disability), if Employee resigns for Good Reason or in the event of a Non-Renewal that results from a Non-Renewal Notice given by the Company, in each case, within 24 months following a Change in Control (as defined below), Employee shall be entitled to receive: A. the Accrued Rights; B. all outstanding equity and non-equity based awards (including any awards or interests under the Incentive Plans) held by Employee immediately prior to the Date of Termination shall become fully vested as of such date; provided, that, notwithstanding the foregoing, any awards or interests held by Employee as of the Date of Termination under any Incentive Plan shall continue to be governed by the terms and conditions of such plans relating to the forfeiture of awards that are fully vested; C. provided Employee delivers to the Company, within 45 days following the Date of Termination, a properly executed release in accordance with Section 8 of this Agreement, any a lump sum payment equal to the sum of the events constituting a Change of Control shall be deemed to have occurred, and following such Change of Control, either (AI) the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times his then current Employee’s annualized Base Salary and in effect on the Date of Termination (determined without regard to receive an amount equal to any reduction in Base Salary imposed by the Company in violation of Section 3(a) hereof), (II) three (3) times the greater average of the bonus amount(s) actually paid to Employee for the three (3) calendar years ending prior to the Date of Termination (not including any amounts paid to Employee pursuant to any of the Company’s Incentive Plans), (III) the car allowance Employee would have received pursuant to Section 3(f) of this Agreement had his employment continued for an additional three (3) years, and (IV) the matching contributions that would have been made on behalf of Employee pursuant to the Company’s 401(k) plan if Employee had continued participation in such 401(k) plan for an additional three (3) years, payable as soon as practicable but no later than the earlier of (a) March 15 following the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of calendar year in which termination of this Agreement without “Cause” or resignation for any reason, occurs or (b) 90 days following the aggregate amount Date of incentive payments made Termination; and D. provided Employee delivers to the Executive during Company, within 45 days following the twelve (12) months preceding the Change Date of ControlTermination, or (c) the calculated Plan awarda properly executed release in accordance with Section 8 of this Agreement, inEmployee, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans his spouse and arrangements described in clauses (b) and (f) of Section 4 eligible dependents (to the extent permissible by law covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions as active employees of the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable Company for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) 18 months following the Executive’s separation from service (within Date of Termination. If benefits continue pursuant to this Section 5(d)(i)D during a period when, in the meaning absence of Code the benefits provided in this Section 409A(a)(2)(A)(i) 5(d)(i)D, Employee or his dependants would not be entitled to continuation coverage under Section 4980B of the Code, unless Employee and his dependants shall receive reimbursement for all medical expenses no later than the Executive is not a “specified employee” within end of the meaning of calendar year immediately following the calendar year in which the applicable expenses were incurred. The health care continuation coverage period under COBRA, Code Section 409A(a)(2)(B)(i) immediately prior 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the period during which continued benefits are being provided pursuant to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir.this Section 5(d)(i)D. (ii) In the event any amount payable as compensation to the Executive under For purposes of this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute PaymentAgreement, the amount payable as compensation under Section 5(c)(i) of this Agreement term “Change in Control” shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.mean:

Change in Control. During the Term, if within 24 months after a Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates his employment for Good Reason as provided in Section 3(e), then, subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable, all within 30 days after the Date of Termination, (i) If during the term Executive shall receive a lump-sum amount equal to two times the sum of this Agreement, any of the events constituting a Change of Control shall be deemed to have occurred, and following such Change of Control, either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or Base Salary plus (B) the Executive’s Average Incentive Compensation (as defined in Section 4(b)(i)); (ii) the Executive resigns for shall receive (x) a pro-rated portion of the annual incentive compensation payable under Section 2(b), based upon the number of days in the year of termination through the Date of Termination relative to 365 and the target annual incentive compensation in the year the Date of Termination occurs and (y) to the extent that any reason from employment annual incentive compensation payable under Section 2(b) with respect to any completed fiscal year has not been paid as of the Company and/or Date of Termination, the actual incentive compensation payable with respect to such year; and (iii) full vesting of all Company, Employer or any of its parentor their affiliates’ equity awards that are subject to time-based vesting, subsidiarieseffective as of the date that is 30 days following Date of Termination. Accelerated vesting of any such equity awards that are subject to performance-based vesting shall be subject to the terms and conditions of the plan governing particular equity awards, affiliatesas in effect at the time such equity awards were granted, or successors by merger an award agreement governing a particular equity award. Any termination or otherwiseforfeiture of unvested equity awards eligible for acceleration of vesting pursuant to this section that otherwise would have occurred on or within 30 days after the Date of Termination will be delayed until the 30th day after the Date of Termination (but, in the case of any stock option, not later than the expiration date of such stock option specified in the applicable option agreement) and will occur only to the extent such equity awards do not vest pursuant to this section. Notwithstanding the vesting schedule with respect to any such equity awards, no additional vesting shall occur during the 30 this 30-day period immediately following the first anniversary Date of Termination; and (iv) if the effective date Executive was participating in the Company’s group health and dental plans immediately prior to the Date of the Change of Control as a result of the Change of ControlTermination, then the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive a lump-sum cash payment in an amount equal to three (3) times the greater of (a) monthly employer contribution that the aggregate amount of incentive payments Company would have made to provide health and dental insurance to the Executive during if the twelve Executive had remained employed by the Company for 24 months; and (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (bv) the aggregate amount of incentive payments made to the Executive during the twelve amounts payable under Sections 5(a)(i), (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (bii) and (fiv) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than out in a lump-sum within 30 days after the date Date of Termination; provided, however, that is six (6) months following if the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code30-day period begins in one calendar year and ends in a second calendar year, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will amounts shall be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith second calendar year by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much last day of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment30-day period.

Change in Control. (i) If during within twelve (12) months after the term of this Agreement, any occurrence of the events first event constituting a Change of Control shall be deemed to have occurred, and following such Change of in Control, either Executive’s employment is terminated by the Company without Cause as defined in Section 1 or Executive terminates his employment for Good Reason as provided in Section 1, then the Company shall pay Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or current Base Salary plus (B) Executive’s highest annual incentive compensation under the Company’s Executive resigns for Bonus Incentive Plan in the three (3) immediately preceding fiscal years, excluding any reason from employment with the Company and/or sign-on bonus, retention bonus or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately other special bonus. Such lump sum cash payment shall be paid to Executive within thirty (30) days following the first anniversary Date of Termination; and (ii) Notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, upon a Change in Control, all stock options and other stock-based awards granted to Executive by the Parent shall immediately accelerate and become exercisable or non-forfeitable as of the effective date of such Change in Control. In addition, all restricted stock units held by the Executive pursuant to the Management Stock Purchase Plan shall become fully vested upon a Change of Control as a result and the Executive shall be entitled to receive the shares of stock represented by such restricted stock units. Executive shall also be entitled to any other rights and benefits with respect to stock-related awards, to the Change of Controlextent and upon the terms, provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted; and (iii) If the Executive is otherwise eligible for participation in the Company’s Supplemental Executive Retirement Plan (“SERP”), the Executive shall be entitled to: • receive three fully vested in his accrued benefit under the SERP as of the Date of Termination; and (3iv) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reasonThe Company shall, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three one (31) months after year commencing on the termination or resignation date (Date of Termination, pay such health insurance premiums as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008)necessary to allow Executive, shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation and dependents to continue to receive health insurance coverage substantially similar to the Executive under this Agreement when aggregated with any other amounts payable as compensation coverage they received prior to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) Date of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute PaymentTermination.

Change in Control. (a) Should there occur a Change in Control (as defined below) and if within three (3) months prior to or thirteen (13) months following the Change in Control either (i) If Executive’s employment under this Agreement is terminated without Cause or (ii) Executive resigns his employment as a result of an event constituting a Constructive Termination, then, in exchange for executing and delivering the Transition Agreement, and subject to the terms of the Transition Agreement except as otherwise provided in this Section 4.5(a), Executive shall be entitled to all of the benefits set forth therein, except that (1) in addition to the amount of the payment described in paragraph 5(a) of the Transition Agreement, Executive shall be entitled to an additional amount equal to fifty percent (50%) of Executive’s annual Base Salary at the highest annual Base Salary rate in effect at any time during the term of this Agreement (the “Highest Base Salary”), which amount shall be paid at the same time as the payment under such paragraph 5(a); (2) in addition to the amount of the payment described in paragraph 6(a) of the Transition Agreement, any Executive shall be entitled to an additional amount equal to thirty seven and one half percent (37.5%) of Executive’s Highest Base Salary; and (3) in lieu of the events constituting acceleration described in paragraph 4(a) of the form of Transition Agreement attached hereto, all unvested equity compensation awards (including stock options, restricted stock, and restricted stock units) that are outstanding and held by Executive on the Transition Commencement Date shall immediately vest and become exercisable in full on the Transition Commencement Date, provided, that, if Executive’s termination of employment without Cause or by reason of Constructive Termination occurs within three months prior to a Change in Control, any unvested equity compensation awards that do not vest on the Transition Commencement Date shall vest in full immediately prior to the effective time of the Change in Control. Any acceleration of vesting pursuant to this Section 4.5(a) shall have no effect on any other provisions of the equity compensation awards or the plans governing such awards. (b) For purposes of this Section 4.5, a Change in Control shall be deemed to have occurred, occur upon the consummation of any one of the following events: (i) any “person” (as such term is used in Sections 13(d) and following such Change 14(d) of Control, either (Athe Exchange Act) the Executive’s employment with other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company and/or any of its parent, subsidiaries, affiliates, or successors a corporation owned directly or indirectly by merger or otherwise as a result the stockholders of the Change Company in substantially the same proportions as their ownership of Controlstock of the Company, is terminated for any reasonor becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), other than deathdirectly or indirectly, disability or for Cause, or (B) the Executive resigns for any reason from employment with of securities of the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary representing more than fifty percent (50%) of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, total voting power represented by the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination then outstanding voting securities or resignation; • continue participation in any “person” acquires (or has acquired during the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 612-month Treasury ▇▇▇▇ rate in effect period ending on the date of termination. If the Executive dies after most recent acquisition by such person) ownership of securities of the date his employment terminates, but before Company representing thirty percent (30%) or more of the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir.total voting power; or (ii) In during any period of two consecutive years, individuals who at the event beginning of such period constitute the Board and any amount payable as compensation new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (iii) the Executive under this Agreement when aggregated stockholders of the Company approve a merger or consolidation of the Company with any other amounts payable as compensation to the Executive corporation, other than pursuant a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to this Agreement would constitute represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 80% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (iv) the stockholders of the Company approve a Parachute Payment, plan of complete liquidation of the amount payable as compensation under Section 5(c)(iCompany or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee all or substantially all of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Paymentassets.

Change in Control. (a) Upon the occurrence of a Change in Control (as defined in the Company’s 2010 Long Term Incentive Plan) during the Term, all unvested equity awards under the Company’s 2010 Long Term Incentive Plan or other plans of the Company as of such date shall become immediately vested, regardless of any other established vesting schedule, such that all remaining unvested equity awards shall be fully vested on the date of such Change in Control (except to the extent the terms of any such equity awards explicitly provide that accelerated vesting upon a Change in Control is not intended). In addition, if a Change in Control occurs during the Term and (x) Employee is terminated by the Company for any reason other than for Cause within two years following such Change in Control or (y) Employee terminates employment for Good Reason within two years following such Change in Control, and any such termination constitutes a separation from service (as defined in Section 5(i)), then, the Company shall, in addition to providing Employee with the Accrued Payments: (i) If during Pay Employee within 60 days following the term Date of this AgreementTermination, any a lump sum payment equal to the sum of the events constituting a Change of Control shall be deemed to have occurred, and following such Change of Control, either (A) the Executive2.99 times Employee’s employment with the Company and/or any annual rate of its parent, subsidiaries, affiliates, or successors by merger or otherwise Base Salary as a result of the Change Date of ControlTermination or, is terminated for if greater, before any reason, other than death, disability or for Cause, or reduction not consented to by Employee; plus (B) 2.99 times the Executive resigns for any reason from employment with the Company and/or any greater of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three either (31) times his then current Base Salary and to receive an amount equal to three (3the Target Performance Bonus Employee would have been eligible to receive pursuant to Section 3(b) times hereof for the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date calendar year of termination of if Employee had continued performing services pursuant to this Agreement without “Cause” or resignation for any reasonthe remainder of the calendar year of termination, or (b2) the aggregate an amount of incentive payments made equal to the Executive during average Performance Bonus paid (or payable) to Employee for the twelve (12) months two calendar years preceding the Change Date of ControlTermination or, or (c) the calculated Plan awardif Employee was employed for less than two full calendar years, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination Date of employment, or Termination; plus (ii) Pay or reimburse on a monthly basis the maximum amount premiums required to continue Employee’s group health care coverage for a period of 18 months following Employee’s separation date, under COBRA, provided that may Employee elects to continue and remains eligible for these benefits under COBRA; provided, that, nothing in this Section 6 shall relieve the Company or any successor-in-interest thereof of its obligation to continue, following any Change in Control, to provide Employee with the compensation due pursuant to Section 3 of this Agreement or to otherwise comply with its obligations hereunder in the event Employee’s service continues pursuant to this Agreement following the occurrence of such Change in Control; provided, further, that, in the event Employee is terminated simultaneously with the occurrence of a Change in Control or within two years thereof, Employee shall be taken into account entitled to receive the greater of the payments or benefits provided under Section 401(a)(175(b) of the Code for the year of termination ($230,000 for 2008this Agreement and this Section 6(a), which receipt shall be paid no earlier than conditioned upon Employee’s satisfaction of the date that Severance Conditions. (b) Notwithstanding anything to the contrary in this Agreement, if Employee is six a “disqualified individual” (6) months following the Executive’s separation from service (within the meaning of Code as defined in Section 409A(a)(2)(A)(i280G(c) of the Code), unless and the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay payments and benefits provided for in the payment of the severance pay due to the operation of the preceding sentencethis Agreement, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated together with any other amounts payable as compensation payments and benefits which Employee has the right to receive from the Executive other than pursuant to this Agreement Company or any of its affiliates, would constitute a Parachute Payment, the amount payable “parachute payment” (as compensation under defined in Section 5(c)(i280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by Employee from the Company and its affiliates will be one dollar ($1.00) less than three times Employee’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Employee shall be subject to the largest amount which is not a Parachute Payment when aggregated with excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Employee (taking into account any applicable excise tax under Section 4999 of the Code and any other amounts payable as compensation to the Executive other than pursuant to this Agreementapplicable taxes). The initial determination reduction of amounts that constitute Parachute Payments payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in good faith by cash hereunder in the Company. Notwithstanding the foregoingorder in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no extent necessary, through to such Compensation Committee then is payment or benefit that would be made first in existencetime) and, then then, reducing any other committee of the Board then performing the functions of benefit to be provided in-kind hereunder in a compensation committee) with clear and convincing evidence that all or similar order. The determination as to whether any portion of such reduction in the amount of the reduction payments and benefits provided hereunder is necessary shall be made by the Company in good faith. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the preceding sentence would not constitute Company (or its affiliates) used in determining if a Parachute Payment and that the Company“parachute payment” exists, exceeds one dollar ($1.00) less than three times Employee’s tax reporting position in regard base amount, then Employee shall immediately repay such excess to the payment is overwhelmingly likely Company upon notification that an overpayment has been made. Nothing in this Section 6(b) shall require the Company to be sustainedresponsible for, then or have any liability or obligation with respect to, Employee’s excise tax liabilities under Section 4999 of the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute PaymentCode, if any.

Change in Control. (i) If during Notwithstanding any provision contained herein, if Employee’s employment is terminated by the term Company without Cause (other than by reason of death or Disability), if Employee resigns for Good Reason or in the event of a Non-Renewal that results from a Non-Renewal Notice given by the Company, in each case, within 24 months following a Change in Control (as defined below), Employee shall be entitled to receive: A. the Accrued Rights; B. all outstanding equity and non-equity based awards (including any awards or interests under the Incentive Plans) held by Employee immediately prior to the Date of Termination shall become fully vested as of such date; provided, that, notwithstanding the foregoing, any awards or interests held by Employee as of the Date of Termination under any Incentive Plan shall continue to be governed by the terms and conditions of such plans relating to the forfeiture of awards that are fully vested; C. provided Employee delivers to the Company, within 45 days following the Date of Termination, a properly executed release in accordance with Section 8 of this Agreement, a lump sum payment equal to the sum of (I) two (2) times Employee’s annualized Base Salary in effect on the Date of Termination (determined without regard to any reduction in Base Salary imposed by the Company in violation of Section 3(a) hereof), (II) two (2) times the average of the events constituting a Change of Control shall be deemed bonus amount(s) actually paid to have occurred, and following such Change of Control, either (A) Employee for the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times calendar years ending prior to the Date of Termination (not including any amounts paid to Employee pursuant to any of the Company’s Incentive Plans), (III) the car allowance Employee would have received pursuant to Section 3(f) of this Agreement had his then current Base Salary employment continued for an additional two (2) years, and (IV) the matching contributions that would have been made on behalf of Employee pursuant to receive the Company’s 401(k) plan if Employee had continued participation in such 401(k) plan for an amount equal to three additional two (32) times years, payable as soon as practicable but no later than the greater earlier of (a) March 15 following the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of calendar year in which termination of this Agreement without “Cause” or resignation for any reason, occurs or (b) 90 days following the aggregate amount Date of incentive payments made Termination; and D. provided Employee delivers to the Executive during Company, within 45 days following the twelve (12) months preceding the Change Date of ControlTermination, or (c) the calculated Plan awarda properly executed release in accordance with Section 8 of this Agreement, inEmployee, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans his spouse and arrangements described in clauses (b) and (f) of Section 4 eligible dependents (to the extent permissible by law covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions as active employees of the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable Company for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) 18 months following the Executive’s separation from service (within Date of Termination. If benefits continue pursuant to this Section 5(d)(i)D during a period when, in the meaning absence of Code the benefits provided in this Section 409A(a)(2)(A)(i) 5(d)(i)D, Employee or his dependants would not be entitled to continuation coverage under Section 4980B of the Code, unless Employee and his dependants shall receive reimbursement for all medical expenses no later than the Executive is not a “specified employee” within end of the meaning of calendar year immediately following the calendar year in which the applicable expenses were incurred. The health care continuation coverage period under COBRA, Code Section 409A(a)(2)(B)(i) immediately prior 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the period during which continued benefits are being provided pursuant to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir.this Section 5(d)(i)D. (ii) In the event any amount payable as compensation to the Executive under For purposes of this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute PaymentAgreement, the amount payable as compensation under Section 5(c)(i) of this Agreement term “Change in Control” shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.mean:

Change in Control. During the Term, if within 12 months after a Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates the Executive’s employment for Good Reason as provided in Section 3(e), then, subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination: (i) If during the term Company shall pay the Executive a lump sum in cash in an amount equal to one times the sum of this Agreement, any of the events constituting a Change of Control shall be deemed to have occurred, and following such Change of Control, either (A) the Executive’s employment with then current Base Salary (or the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of Executive’s Base Salary in effect immediately prior to the Change of in Control, is terminated for any reason, other than death, disability or for Cause, or if higher) plus (B) the Executive resigns Executive’s target annual incentive compensation for the then-current year; and (ii) except as otherwise expressly provided in any reason from employment with the Company and/or any of its parentapplicable option agreement or other stock-based award agreement, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary effective as of the effective date later of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A Date of the Code for the calendar year preceding the termination of employmentTermination, or (ii) the maximum effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), all stock options and other stock-based awards held by the Executive that are subject to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully exercisable or nonforfeitable. Notwithstanding anything to the contrary in the applicable plans and/or award agreements governing the Time-Based Equity Awards any termination or forfeiture of unvested shares underlying the Time-Based Equity Awards that could vest pursuant to this Section 5(a)(ii) and otherwise would have occurred on or prior to the Accelerated Vesting Date will be delayed until the Accelerated Vesting Date and will occur only to the extent the Time-Based Equity Awards do not vest pursuant to this Section 5(a)(ii). Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date; and (iii) if the Executive properly elects to receive benefits under COBRA, 12 months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount that equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of 12 months. For the avoidance of doubt, the taxable payments described above may be taken into account used for any purpose, including, but not limited to, continuation coverage under Section 401(a)(17COBRA; and (iv) of The amounts payable under Sections 5(a)(i) and (iii), to the Code for the year of termination ($230,000 for 2008)extent taxable, shall be paid no earlier than or commence to be paid on the first payroll date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) effective date of the CodeSeparation Agreement and Release and, unless in any case, within 60 days after the Executive is not Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “specified employeenon-qualified deferred compensation” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment 409A of the severance pay due to the operation of the preceding sentenceCode, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to or commence no earlier than the Executive’s spouse or other designated heir. (ii) In first Company payroll date in the event second calendar year and, in any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Paymentcase, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much last day of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment60-day period.

Change in Control. During the Term, if within three months prior to a Change in Control through 24 months after a Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates his employment for Good Reason as provided in Section 3(e), then, subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release, (i) If during the term of this Agreement, any of Company shall pay the events constituting Executive a Change of Control shall be deemed to have occurred, and following such Change of Control, either lump sum in cash in an amount equal to: (A) 2.0 times the sum of (1) the Executive’s employment with then current Base Salary (or the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of Executive’s Base Salary in effect immediately prior to the Change of in Control, is terminated if higher) plus (2) the Executive’s target annual incentive compensation for any reason, other than death, disability or for Cause, or the then-current year; and (B) the Executive resigns for Incentive Amount; provided that the Incentive amount shall be pro-rated based on target performance; and (ii) except as otherwise expressly provided in any reason from employment with the Company and/or any of its parentapplicable option agreement or other stock-based award agreement, subsidiaries, affiliates, all stock options and other stock-based awards that are subject to time-based vesting shall immediately accelerate and become fully exercisable or successors by merger or otherwise, during the 30 day period immediately following the first anniversary nonforfeitable as of the effective date Date of Termination; provided, however, accelerated vesting of any such equity awards that are subject to performance-based vesting shall be subject to the terms and conditions of the Change of Control as award agreement governing a result of the Change of Control, particular equity award; and (iii) if the Executive shall be entitled to: • receive three (3) times his then current Base Salary and was participating in the Company’s group health plan immediately prior to receive the Date of Termination, a lump sum in cash in an amount equal to three (3) times 24 months of the greater of (a) monthly employer contribution that the aggregate amount of incentive payments Company would have made to provide health insurance to the Executive during if the twelve Executive had remained employed by the Company; and (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (biv) the aggregate amount of incentive payments made to the Executive during the twelve (12amounts payable under this Section 5(a) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than or commence to be paid within 60 days after the date Date of Termination; provided, however, that is six (6) months following if the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code60-day period begins in one calendar year and ends in a second calendar year, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will shall be paid or commence to be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith second calendar year by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much last day of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment60-day period.

Change in Control. (ia) If a Change in Control (as defined in the Company’s 2010 Long Term Incentive Plan) occurs during the term of this Agreement, Term and (x) Employee is terminated by the Company for any of the events constituting a Change of Control shall be deemed to have occurred, and reason other than for Cause within two years following such Change of in Control or (y) Employee terminates employment for Good Reason within two years following such Change in Control, either and any such termination constitutes a separation from service (as defined in Section 5(i)), then, the Company shall, in addition to providing Employee with the Accrued Payments, pay Employee within 60 days following the Date of Termination: (iii) A lump sum payment equal to the sum of (A) the Executive2.99 times Employee’s employment with the Company and/or any annual rate of its parent, subsidiaries, affiliates, or successors by merger or otherwise Base Salary as a result of the Change Date of ControlTermination or, is terminated for if greater, before any reason, other than death, disability or for Cause, or reduction not consented to by Employee; plus (B) 2.99 times the Executive resigns for any reason from employment with the Company and/or any greater of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three either (31) times his then current Base Salary and to receive an amount equal to three (3the Target Performance Bonus Employee would have been eligible to receive pursuant to Section 3(b) times hereof for the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date calendar year of termination of if Employee had continued performing services pursuant to this Agreement without “Cause” or resignation for any reasonthe remainder of the calendar year of termination, or (b2) the aggregate an amount of incentive payments made equal to the Executive during average Performance Bonus paid (or payable) to Employee for the twelve (12) months two calendar years preceding the Change Date of ControlTermination or, or (c) the calculated Plan awardif Employee was employed for less than two full calendar years, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination Date of employment, or Termination; plus (iiiv) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the A lump sum amount is paidequal to 18 months’ worth of the monthly premium payment to continue Employee’s existing group health care coverage calculated under the applicable provisions of COBRA as of the Date of Termination, whether or not Employee actually elects such continuation coverage; plus (v) All unvested equity awards under the lump sum Company’s 2010 Long Term Incentive Plan or other plans of the Company as of such date shall become immediately vested, such that all remaining unvested equity awards shall be paid fully vested on the Date of Termination; provided, that, nothing in this Section 6 shall relieve the Company or any successor-in-interest thereof of its obligation to continue, following any Change in Control, to provide Employee with the Executive’s spouse compensation due pursuant to Section 3 of this Agreement or other designated heir. (ii) In to otherwise comply with its obligations hereunder in the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than Employee’s service continues pursuant to this Agreement would constitute following the occurrence of such Change in Control; provided, further, that, in the event Employee is terminated simultaneously with the occurrence of a Parachute PaymentChange in Control or within two years following such Change in Control, Employee shall be entitled to receive the amount payable as compensation greater of the payments or benefits provided under Section 5(c)(i5(b) of this Agreement and this Section 6(a), which receipt shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the conditioned upon Employee’s satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute PaymentSeverance Conditions.

Change in Control. (a) If Employer Group terminates this Agreement and Executive’s employment under this Agreement Without Cause, or if Executive terminates this Agreement and Executive’s employment under this Agreement For Good Reason, within one (1) year after the occurrence of a Change in Control (as defined below), Executive shall be entitled to receive, in addition to the Final Compensation and Severance Benefits in Sections 8 and 9 above, but subject to the limitations contained in Section 11(b) below, the following (“Change In Control Severance Benefits”): (i) If during A lump sum payment in an amount equal to the term sum of (a) Executive’s Base Salary for the calendar year in which the Termination Date occurs and (b) the average cash Performance Bonus paid to Executive in the three (3) complete calendar years immediately preceding the calendar year in which the Termination Date occurs. (ii) A lump sum payment in an amount equal to the monthly COBRA premium for coverage for Executive and his dependents for a period of one (1) year. (b) The Change In Control Severance Benefits shall be paid on the same date as the first Severance Pay installment payment as set forth in Section 9(a)(i) above, but in any event no later than March 15 of the calendar year after the calendar year in which the Termination Date occurs. (c) For purposes of this Agreement, any (“Change In Control”) means the occurrence of one of the events constituting following: (i) One person (or more than one person acting as a Change group) acquires ownership of Control shall be deemed to have occurredstock of Yadkin Financial or Yadkin Bank that, and following such Change of Control, either (A) the Executive’s employment together with the Company and/or any stock already held by such person(s), brings the total amount of its parent, subsidiaries, affiliates, stock owned by such person(s) above fifty percent (50%) of the total fair market value or successors by merger total voting power of the stock of such corporation; (ii) One person (or otherwise more than one person acting as a result of the Change of Control, is terminated for any reason, other than death, disability group) acquires (or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive has acquired during the twelve (12) months preceding month period ending on the date of termination the most recent acquisition) ownership of this Agreement without “Cause” stock of Yadkin Financial or resignation for any reasonYadkin Bank possessing thirty percent (30%) or more of the total voting power of the stock of such corporation; (iii) A majority of the members of the Board of Directors of Yadkin Financial, or (b) the aggregate amount of incentive payments made to the Executive Yadkin Bank are replaced during the any twelve (12) months preceding the Change of Control, month period by directors whose appointment or election is not endorsed by a majority (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17alternative larger portion) of the Code for the year members of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately such Board prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after appointment or election; or (iv) The sale of all or substantially all of the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse assets of Yadkin Financial or other designated heirYadkin Bank. (iiv) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if a change in control which results from the Executive proves issuance or transfer of shares in connection with obtaining new financing, reorganizations, or acquisitions shall not constitute a Change In Control for purposes of this Agreement. In addition, a transaction, the result of which is to the satisfaction transfer all or substantially all of the Compensation Committee assets of Yadkin Financial, or Yadkin Bank to an Affiliate (as defined herein) shall not constitute a Change In Control for purposes of this Agreement. As used in this Agreement, (“Affiliate”) means, with respect to a party, any entity that controls or is controlled by such party, or is under common control by or with such party. An entity shall be deemed to control another entity if it owns or controls, directly or indirectly, at least fifty percent (50%) of the Company’s Board voting equity of another entity. (if no vi) Notwithstanding the foregoing, a Change In Control shall not occur unless such Compensation Committee then is transaction constitutes a change in existence, then any other committee the ownership of Yadkin Financial or Yadkin Bank; a change in effective control of Yadkin Financial or Yadkin Bank; or a change in the Board then performing the functions ownership of a compensation committee) with clear and convincing evidence that all or any substantial portion of the amount assets of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.Yadkin Financial or Yadkin Bank under Section 409A.

Change in Control. During the Term, if within 24 months after a Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates his employment for Good Reason as provided in Section 3(e), then, subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable, all within 30 days after the Date of Termination, (i) If during the term Executive shall receive a lump-sum amount equal to two times the sum of this Agreement, any of the events constituting a Change of Control shall be deemed to have occurred, and following such Change of Control, either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or Base Salary plus (B) the Executive’s Average Incentive Compensation (as defined in Section 4(b)(i)); (ii) the Executive resigns for shall receive (x) a pro-rated portion of the annual incentive compensation payable under Section 2(b), based upon the number of days in the year of termination through the Date of Termination relative to 365 and the target annual incentive compensation in the year the Date of Termination occurs and (y) to the extent that any reason from employment annual incentive compensation payable under Section 2(b) with respect to any completed fiscal year has not been paid as of the Company and/or Date of Termination, the actual incentive compensation payable with respect to such year; and (iii) full vesting of all Company, Employer or any of its parentor their affiliates’ equity awards that are subject to time-based vesting, subsidiarieseffective as of the date that is 30 days following Date of Termination. Accelerated vesting of any such equity awards that are subject to performance-based vesting shall be subject to the terms and conditions of the plan governing particular equity awards, affiliatesas in effect at the time such equity awards were granted, or successors by merger an award agreement governing a particular equity award. Any termination or otherwiseforfeiture of unvested equity awards eligible for acceleration of vesting pursuant to this section that otherwise would have occurred on or within 30 days after the Date of Termination will be delayed until the 30th day after the Date of Termination (but, in the case of any stock option, not later than the expiration date of such stock option specified in the applicable option agreement) and will occur only to the extent such equity awards do not vest pursuant to this section. Notwithstanding the vesting schedule with respect to any such equity awards, no additional vesting shall occur during the 30 this 30-day period immediately following the first anniversary Date of Termination; and (iv) if the effective date Executive was participating in the Company’s group health and dental plans immediately prior to the Date of the Change of Control as a result of the Change of ControlTermination, then the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive a lump-sum cash payment in an amount equal to three (3) times the greater of (a) monthly employer contribution that the aggregate amount of incentive payments Company would have made to provide health and dental insurance to the Executive during if the twelve Executive had remained employed by the Company for 18 months; and (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (bv) the aggregate amount of incentive payments made to the Executive during the twelve amounts payable under Sections 5(a)(i), (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (bii) and (fiv) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than out in a lump-sum within 30 days after the date Date of Termination; provided, however, that is six (6) months following if the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code30-day period begins in one calendar year and ends in a second calendar year, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will amounts shall be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith second calendar year by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much last day of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment30-day period.

Change in Control. (i) If during within twelve (12) months after the term of this Agreement, any occurrence of the events first event constituting a Change of Control shall be deemed to have occurred, and following such Change of in Control, either Executive's employment is terminated by the Company without Cause as defined in Section 1 or Executive terminates his employment for Good Reason as provided in Section 1, then the Company shall pay Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or 's current Base Salary plus (B) Executive's highest annual incentive compensation under the Company's Executive resigns for Bonus Incentive Plan in the three (3) immediately preceding fiscal years, excluding any reason from employment with the Company and/or sign-on bonus, retention bonus or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately other special bonus. Such lump sum cash payment shall be paid to Executive within thirty (30) days following the first anniversary Date of Termination; and (ii) Notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, upon a Change in Control, all stock options and other stock-based awards granted to Executive by the Parent shall immediately accelerate and become exercisable or non-forfeitable as of the effective date of such Change in Control. In addition, all restricted stock units held by the Executive pursuant to the Management Stock Purchase Plan shall become fully vested upon a Change of Control as a result and the Executive shall be entitled to receive the shares of stock represented by such restricted stock units. Executive shall also be entitled to any other rights and benefits with respect to stock-related awards, to the Change of Controlextent and upon the terms, provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted; and (iii) If the Executive is otherwise eligible for participation in the Company's Supplemental Executive Retirement Plan ("SERP"), the Executive shall be entitled to: • receive three fully vested in his accrued benefit under the SERP as of the Date of Termination; and (3iv) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reasonThe Company shall, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three one (31) months after year commencing on the termination or resignation date (Date of Termination, pay such health insurance premiums as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of necessary to allow Executive, Executive's spouse and dependents to continue to receive health insurance coverage substantially similar to the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately coverage they received prior to such separation from service. If there is any delay in the payment Date of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heirTermination. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.

Change in Control. During the Term, if within three months prior to a Change in Control through 24 months after a Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates her employment for Good Reason as provided in Section 3(e), then, subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release, (i) If during the term of this Agreement, any of Company shall pay the events constituting Executive a Change of Control shall be deemed to have occurred, and following such Change of Control, either lump sum in cash in an amount equal to: (A) 2.0 times the sum of (1) the Executive’s employment with then current Base Salary (or the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of Executive’s Base Salary in effect immediately prior to the Change of in Control, is terminated if higher) plus (2) the Executive’s target annual incentive compensation for any reason, other than death, disability or for Cause, or the then-current year; and (B) the Executive resigns for Incentive Amount; provided that the Incentive amount shall be pro-rated based on target performance; and (ii) except as otherwise expressly provided in any reason from employment with the Company and/or any of its parentapplicable option agreement or other stock-based award agreement, subsidiaries, affiliates, all stock options and other stock-based awards that are subject to time-based vesting shall immediately accelerate and become fully exercisable or successors by merger or otherwise, during the 30 day period immediately following the first anniversary nonforfeitable as of the effective date Date of Termination; provided, however, accelerated vesting of any such equity awards that are subject to performance-based vesting shall be subject to the terms and conditions of the Change of Control as award agreement governing a result of the Change of Control, particular equity award; and (iii) if the Executive shall be entitled to: • receive three (3) times his then current Base Salary and was participating in the Company’s group health plan immediately prior to receive the Date of Termination, a lump sum in cash in an amount equal to three (3) times 24 months of the greater of (a) monthly employer contribution that the aggregate amount of incentive payments Company would have made to provide health insurance to the Executive during if the twelve Executive had remained employed by the Company; and (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (biv) the aggregate amount of incentive payments made to the Executive during the twelve (12amounts payable under this Section 5(a) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than or commence to be paid within 60 days after the date Date of Termination; provided, however, that is six (6) months following if the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code60-day period begins in one calendar year and ends in a second calendar year, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will shall be paid or commence to be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith second calendar year by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much last day of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment60-day period.

Change in Control. (a) In the event of a Change in Control (as defined herein) of the Company, (i) If during all stock options, restricted stock, and all other equity awards granted to Executive prior to the term Change in Control will immediately vest in full, (ii) if, within 90 days prior to a Change in Control, the Company terminates the employment of Executive for reasons other than for Good Cause, death or Continued Disability, or Executive terminates employment for Good Reason, then, the Company will (x) pay the Executive the sum of (A) accrued but unpaid salary through the termination date (paid in accordance with the normal practices of the Company), (B) expenses incurred by Executive prior to his termination date for which Executive is entitled to reimbursement under (and paid in accordance with) Section 4 herein, and (C) provided that Executive is not in default of his obligations under Section 7, 8, or 9 herein, an amount equal to twelve months’ base salary ((A) through (C), being hereinafter referred to, collectively, as the “Change in Control Separation Benefits”) and (y) provide the COBRA Coverage, and all other stock options, restricted stock, and other equity awards granted to Executive will immediately vest in full as of the date of termination and will remain exercisable until the earlier of the end of the applicable option period or one hundred and eighty (180) days from the date of Executive’s termination of employment, and (iii) if, within 12 months following a Change in Control, the Company terminates the employment of Executive for reasons other than for Good Cause, death or Continued Disability or Executive terminates employment for Good Reason, then (a) the Company will provide the Change in Control Separation Benefits and the COBRA Coverage, and (b) all stock options, restricted stock, and other equity awards granted to Executive will immediately vest in full as of the date of termination and will remain exercisable until the earlier of the end of the applicable option period or one hundred and eighty (180) days from the date of Executive’s termination of employment. In the event Executive seeks to terminate his employment for Good Reason, such termination will not be treated for purposes of this Section 13 as a termination for Good Reason unless Executive provides the Company with notice of the existence of the condition claimed to constitute Good Reason within 90 days of the initial existence of such condition and the Company fails to remedy such condition within 30 days following the Company’s receipt of such notice. (b) For purposes of this Agreement, “Change in Control” means any of the events constituting a Change of Control shall be deemed to have occurred, and following such Change of Control, either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.events:

Change in Control. (ia) If Notwithstanding the vesting schedule set forth in the Notice, and subject to the Provisions of Section 13 below, the right to purchase all Option Shares shall vest, and the Optionee may purchase up to the full extent of Option Shares for which Options have been granted to such Optionee and for which the Options have not been exercised under the following conditions: (1) The Optionee may conditionally purchase, any or all Option Shares during the term of this Agreement, any of period commencing twenty-seven (27) days and ending seven (7) days prior to the events constituting a Change of Control shall be deemed to have occurred, and following such Change of Control, either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the scheduled effective date of the Change of Control a merger or consolidation (as a result of the Change of Control, the Executive shall such effective date may be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended delayed from time to time) wherein the Company is not to be the surviving corporation, in each case payable in which merger or consolidation is not between or among the Company and other corporations related to or affiliated with the Company; (2) The Optionee may conditionally purchase any or all Option Shares during the period commencing on the initial date of a lump sum cash payment immediately following tender offer or takeover bid for the Option Shares (other than a tender offer by the Company) subject to the Securities Exchange Act of 1934 and the rules promulgated thereunder and ending on the day preceding the scheduled termination date of acceptance of tenders of shares by the offeror under any such tender offer or takeover bid (as such termination date may be extended by such offeror); (3) The Optionee may conditionally purchase any or resignationall Option Shares during the period commencing an the date the shareholders of the Company approve a sale of all or substantially all the assets of the Company and ending seven (7) days prior to the scheduled closing date of such sale (as such closing date may be delayed from time to time); • continue participation and (4) The Optionee may conditionally purchase any or all Option Shares during the period commencing on the date the Company files a Statement of Intent to Dissolve and ending thirty (30) days later but not in any event later than the plans and arrangements described in clauses day before the Company files Articles of Dissolution. (b) and (f) If the merger, consolidation, tender offer, takeover bid, sale of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination assets or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (dissolution, as the case may be, and as described in Subsections (1) through (4) of Section 8(a), in accordance with once commenced, is cancelled or revoked, the terms conditional purchase of shares for which the Plan and Option to purchase would not have otherwise been exercisable at the relevant stock option agreement; andtime of said calculation or revocation, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code but for the calendar year preceding the termination operation of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 20088(a), shall be paid no earlier rescinded. With respect to all other shares conditionally purchased, the Optionee may rescind such purchase at his or her option. (c) If the merger, consolidation, tender offer, takeover bid or sale of assets does occur or thirty (30) days passes after a Statement of intent to Dissolve is filed (or Articles of Dissolution are filed), as the case may be, and as described in Subsections (1) through (4) of Section 8(a), and the Optionee has not conditionally purchased all Option Shares, all unexercised Options shall terminate on the effective, termination or closing date, or thirty (30) days after the Statement of Intent to Dissolve is filed (but not later than the date that day before Articles of Dissolution are filed), as the case may be. (d) If the Company shall be the surviving corporation in any merger or is six a party to a merger or consolidation which is between or among the Company and other corporations related to or affiliated with the Company, any Option granted hereunder shall pertain and apply to the securities to which a holder of the number of shares of common stock subject to the option would have been entitled upon the consummation of such merger or consolidation. (6e) months following Nothing herein shall allow the Executive’s separation from service Optionee to purchase Option Shares, the Options for which have expired. (within the meaning of Code f) Section 409A(a)(2)(A)(i5(n) of the CodePlan provides that any and all options that are outstanding under the Plan will become immediately vested and fully exercisable during specified exercise periods following the occurrence of certain events involving a change in control of the Company. Section 5(n) of the Plan also provides that if the shareholders of the Company receive shares of stock of another company in a transaction providing for the conversion or exchange of all or substantially all of the outstanding shares of Common Stock, then options granted under the Plan will become exercisable for a number of shares of stock of the other company determined using the same conversion or exchange ratio applicable to the transaction, unless the Executive is not a “specified employee” within the meaning Board of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment Directors of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse Company determines that some or other designated heir. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Paymentoptions shall instead terminate.

Change in Control. (i) If during Notwithstanding any provision contained herein, if Employee’s employment is terminated by the term Company without Cause (other than by reason of death or Disability), if Employee resigns for Good Reason or in the event of a Non-Renewal that results from a Non-Renewal Notice given by the Company, in each case, within 24 months following a Change in Control (as defined below), Employee shall be entitled to receive: A. the Accrued Rights; B. all outstanding equity and non-equity based awards (including any awards or interests under the Incentive Plans) held by Employee immediately prior to the Date of Termination shall become fully vested as of such date; provided, that, notwithstanding the foregoing, any awards or interests held by Employee as of the Date of Termination under any Incentive Plan shall continue to be governed by the terms and conditions of such plans relating to the forfeiture of awards that are fully vested; C. provided Employee delivers to the Company, within 45 days following the Date of Termination, a properly executed release in accordance with Section 8 of this Agreement, any a lump sum payment equal to the sum of the events constituting a Change of Control shall be deemed to have occurred, and following such Change of Control, either (AI) the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times his then current Employee’s annualized Base Salary and in effect on the Date of Termination (determined without regard to receive an amount equal to any reduction in Base Salary imposed by the Company in violation of Section 3(a) hereof), (II) three (3) times the greater average of the bonus amount(s) actually paid to Employee for the three (3) calendar years ending prior to the Date of Termination (not including any amounts paid to Employee pursuant to any of the Company’s Incentive Plans), (III) the car allowance Employee would have received pursuant to Section 3(f) of this Agreement had his employment continued for an additional three (3) years, and (IV) the matching contributions that would have been made on behalf of Employee pursuant to the Company’s 401(k) plan if Employee had continued participation in such 401(k) plan for an additional three (3) years, with such lump sum payment paid as soon as practicable but no later than the earlier of (a) March 15 following the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of calendar year in which termination of this Agreement without “Cause” or resignation for any reason, occurs or (b) 90 days following the aggregate amount Date of incentive payments made Termination; and D. provided Employee delivers to the Executive during Company, within 45 days following the twelve (12) months preceding the Change Date of ControlTermination, or (c) the calculated Plan awarda properly executed release in accordance with Section 8 of this Agreement, inEmployee, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans his spouse and arrangements described in clauses (b) and (f) of Section 4 eligible dependents (to the extent permissible by law covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company’s group health plans on the same terms and conditions as active employees of the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable Company for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) 18 months following the Executive’s separation from service (within the meaning Date of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the CompanyTermination. Notwithstanding the foregoing, if in the Executive proves event the Company is unable to the satisfaction of the Compensation Committee of provide continued participation in the Company’s Board (if no group health plans or to the extent such Compensation Committee then is continued participation would subject the Company to negative tax consequences or would be provided during a period when, in existence, then any other committee the absence of the Board then performing benefits provided in this Section 5(d)(i)D, Employee or his dependants would not be entitled to continuation coverage under Section 4980B of the functions Code, the Company will reimburse Employee for amounts necessary to enable Employee to obtain similar benefits, and any such reimbursement will be made in accordance with the provisions of a compensation committee) with clear and convincing evidence that all Treasury Regulation § 1.409A-3(i)(1)(iv). The health care continuation coverage period under COBRA, Code Section 4980B, or any portion replacement or successor provision of United States tax law, shall run concurrently with the amount period during which continued benefits are being provided pursuant to this Section 5(d)(i)D. (ii) For purposes of this Agreement, the reduction provided term “Change in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence Control” shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.mean:

Change in Control. During the Term, if within 12 months after a Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates the Executive’s employment for Good Reason as provided in Section 3(e), then, subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release (but in no event later than sixty (60) days following the Date of Termination): (i) If during the term Company shall pay the Executive a lump sum amount equal to one times the sum of this Agreement, any of the events constituting a Change of Control shall be deemed to have occurred, and following such Change of Control, either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times his then current Base Salary plus (ii) the Executive’s Target Annual Cash Incentive Compensation for the then-current year; (ii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to receive the Executive a monthly cash payment until the earlier of (i) 12 months following the date of termination, (ii) the end of the Executive’s COBRA health continuation period or (iii) the date the Executive becomes eligible for health insurance coverage in connection with new employment or self-employment (and the Executive’s eligibility for any such benefits shall be promptly reported by the Executive to the Company), in an amount equal to three (3) times the greater of (a) monthly employer contribution that the aggregate amount of incentive payments Company would have made to provide health insurance to the Executive during if the twelve Executive had remained employed by the Company; (12iii) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made notwithstanding anything to the Executive during the twelve (12) months preceding the Change of Controlcontrary in any applicable option agreement or stock-based award agreement, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to all time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all based stock options which have been and other time-based stock-based awards granted to the Executive to shall immediately accelerate and become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (nonforfeitable as the case may be), in accordance with the terms of the Plan and the relevant stock option agreementDate of Termination; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (iiv) the Executive’s annualized compensation, as defined in amounts payable under this Section 409A of the Code for the calendar year preceding the termination of employment, or (ii5(a) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than or commence to be paid within sixty (60) days after the date Date of Termination; provided, however, that is six if the sixty (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code60)-day period begins in one calendar year and ends in a second calendar year, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will shall be paid or commence to be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith second calendar year by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much last day of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Paymentsixty (60)-day period.

Change in Control. (i) If during Upon a Change in Control that occurs on or before the term end of the Performance Period while Employee is employed by the Company or its Subsidiaries, a number of RSUs equal to the greater of (I) 100% of the Target Units or (II) the percentage of Target Units that would vest pursuant to Section 2 and Appendix C (determined as if the date of the Change in Control were the last day of the Performance Period) shall, subject to Section 18 of the Plan, vest and be settled in accordance with the following terms of this Agreement, any of Section 3(d)(i). Following the events constituting a Change of Control shall be deemed to have occurred, and following such Change of in Control, either (A) the ExecutiveRSUs shall vest based solely on the passage of time and the Employee’s continued employment with the Company and/or (including any successor to the Company resulting from the Change in Control) and its Subsidiaries as follows: (x) if the Change in Control happens on or before the first anniversary of the Grant Date, the RSUs shall vest in substantially equal thirds on the first, second and third anniversaries of the Grant Date; (y) if the Change in Control happens after the first anniversary of the Grant Date but on or before the second anniversary of the Grant Date, the RSUs shall vest in substantially equal halves on the second and third anniversaries of the Grant Date; and (z) if the Change in Control happens after the second anniversary of the Grant Date, the RSUs shall vest in their entirety on the third anniversary of the Grant Date. The RSUs shall be subject to all other terms and conditions of this Agreement; provided, however, that if, on or within two (2) years after the date of the Change in Control and prior to when the RSUs have vested in full, the Employee experiences a Qualifying Termination Without Cause, or the Employee’s status as an employee of the Company (including any successor to the Company resulting from the Change in Control) or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise Subsidiaries is terminated as a result of the Change of ControlEmployee’s death or Disability or pursuant to Section 3(a) above, is terminated for any reason, other than death, disability or for Cause, or (B) then the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary RSUs shall automatically vest in full as of the effective date Employment Termination Date. Settlement of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three any RSUs (3and any related Dividend Equivalents) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case that vest pursuant to any incentive compensation planthis Section 3(d)(i) shall occur on or as soon as administratively practicable (but, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time subject to timeSection 19 below, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (bno event later than 2.5 months) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERPapplicable vesting date. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation For purposes of the preceding sentence, then once a “Qualifying Termination Without Cause” shall mean the conditions Employee’s status as an employee of the Company (including any successor to payment have been met such payment will be paid in a lump sum with interest the Company resulting from the date Change in Control) or any of its Subsidiaries is terminated by the Executive’s employment terminates Company without Cause at a rate of interest equal to time when the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminatesEmployee is meeting performance expectations, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith determined by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is Company in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Paymentits sole discretion.

Change in Control. (ia) If If, during the term of this AgreementTerm, any of the events constituting there should be a Change of Control (as defined herein), anything to the contrary in Section 3.4 above (or any other agreement or document relating to stock grants or options) notwithstanding, all stock grants and outstanding stock options granted to Executive shall become immediately vested and exercisable on the date of such termination and shall remain exercisable as provided therein. (b) If, during the Term, there should be deemed to have occurreda Change of Control (as defined herein), and following such Change of Control, within 3 months before or 12 months thereafter either (Ai) the Executive’s employment with is terminated by the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from other than Cause or the death or disability of Executive or (ii) Executive terminates his employment with the for Good Reason, then Company and/or shall, on or before Executive’s last day of full-time employment hereunder, pay to Executive, in lieu of any of its parentother rights to cash compensation he may have under this Agreement which have not accrued by such date, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three lump sum cash payment equal to two times (3x) times his Executive’s then current Base Salary and to receive an amount equal to three (3) times the greater of (ay) the aggregate amount of incentive Bonus Amount. Notwithstanding the foregoing, Company shall not be obligated to make any payments made under this Section 4.5 unless Executive has executed and delivered to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in Company a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option further agreement; and, to • receive any change be prepared at the time of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, that shall provide (i) an unconditional release of all claims, charges, complaints and grievances, whether known or unknown to Executive, against Company or any of its affiliates, through date of Executive’s termination of employment; (ii) an obligation to maintain the maximum amount that may be taken into account under Section 401(a)(17confidentiality of such agreement; and (iii) an obligation to indemnify Company if Executive breaches such agreement. (c) It is the intention of the Code for parties that the year of termination ($230,000 for 2008), payments under this Section 4.5 shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a constitute “specified employeeexcess parachute payments” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment 280G of the severance pay due Internal Revenue Code of 1986, as amended. Accordingly, notwithstanding anything in this Section 4.5 to the operation contrary, if any of the preceding sentence, then once amounts otherwise payable under this Section would constitute “excess parachute payments,” or if the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect independent accountants acting as auditors for Company on the date of termination. If the Change in Control determine that such payments may constitute “excess parachute payments,” then the amounts otherwise payable under this Section 4.5 shall be reduced to the maximum amounts that may be paid without any such payments constituting, or potentially constituting, “excess parachute payments.” (d) Following any termination of Executive’s employment under this Section 4.5 after a Change in Control, Executive dies after shall be entitled to continue to receive for the date his employment terminatesremainder of the then-current Term, but before the lump sum amount is paidnot less than 12 months, the lump sum shall be paid to the medical benefits coverage for Executive and Executive’s spouse or other designated heirand dependents (if any) at the Company’s expense if and to the extent Company was paying for such benefits at the time of such termination. (iie) In Upon making the event any amount payable as compensation payments described in this Section 4.5, Company shall have no further obligation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.

Change in Control. (i) If during In the term event of this Agreement, any of the events constituting a Change of Control shall be deemed to have occurred, and following such Change of in Control, either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall vesting and payment will be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence section 2 and section 3(a) to the extent the achievement of performance goals can continue to be measured after the Change in Control. To the extent the achievement of performance goals is no longer capable of measurement following a Change in Control, the Employee’s unvested Units shall vest at the target level of performance on the Vesting Date, conditioned upon the Employee’s continued employment (except as otherwise set forth in this paragraphsection 4) with the Company or an Affiliated Employer, any amount or successor thereto, as of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensationVesting Date, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), and shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Codealong with any dividend equivalents accrued thereon, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heirPayment Date in accordance with section 3(a). (ii) In Notwithstanding section 4(c)(i) above, in the event any amount payable as compensation of the Employee’s Termination of Employment by the Company or an Affiliated Employer, or successor thereto, without Cause or due to a Job Elimination or Role Refresh six months preceding or two years following a Change in Control and prior to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute PaymentVesting Date, the amount Employee’s then unvested Units shall vest upon the later of the Employee’s termination date or the Change in Control and be payable as compensation under Section 5(c)(iat the target level of performance, and the Deferral Period shall not apply. If the Employee’s employment is terminated by the Company or an Affiliated Employer, or successor thereto, without Cause or due to a Job Elimination or Role Refresh six months preceding or two years following a Change in Control and during the Deferral Period, the Employee’s Vested Units and any dividend equivalents accrued thereon will become immediately payable. In either case, payment of the Vested Units and any dividend equivalents accrued thereon (if applicable) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made as follows: (i) in good faith by the Company. Notwithstanding the foregoing, if the Executive proves event of Termination of Employment prior to the satisfaction of Change in Control, within 90 days following the Compensation Committee of the Company’s Board Change in Control; or (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committeeii) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that event of Termination of Employment after the Company’s tax reporting position Change in regard to Control, on the payment first business day which is overwhelmingly likely to be sustained, then at least seven months after the reduction provided in the preceding sentence shall be adjusted to permit payment Termination of so much of Employment or at such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.later date permitted under Section 409A.

Change in Control. During the Term, if within 12 months after a Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates the Executive’s employment for Good Reason as provided in Section 3(e), then, subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) If during the term Company shall pay the Executive a lump sum in cash in an amount equal to 1.5 times the sum of this Agreement, any of the events constituting a Change of Control shall be deemed to have occurred, and following such Change of Control, either (A) the Executive’s employment with current Base Salary (or the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of Executive’s Base Salary in effect immediately prior to the Change of in Control, is terminated for any reason, other than death, disability or for Cause, or if higher) plus (B) the Executive resigns for any reason from employment with Target Annual Incentive Compensation (the “Change in Control Payment”); (ii) the Company and/or shall pay the Executive the Pro-Rated Annual Incentive Compensation; (iii) notwithstanding anything to the contrary in any of its parentapplicable option agreement or stock-based award agreement, subsidiaries, affiliates, or successors (A) all time-based stock options and other time- based stock-based awards held by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times his then current Base Salary immediately accelerate and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (nonforfeitable as the case may be), in accordance with the terms of the Plan Date of Termination, and (B) the relevant Company shall extend the exercise period with respect to the Executive’s vested stock option agreement; and, to • receive any change options for so long as such stock options remain outstanding until the earlier of control benefits (i) the original 10-year expiration date for such vested stock options as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employmentapplicable equity documents, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) 24-month anniversary of the Code for Date of Termination (or, if later, the year of termination date specified in the applicable equity documents) ($230,000 for 2008the “Extended Exercise Period”), provided that the Executive is advised to consult the Executive’s tax advisor with respect to the tax implications of the Extended Exercise Period; (iv) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for 18 months, the Executive’s COBRA health continuation period or the Executive’s retiree medical plan period under the Company’s retiree medical plan, whichever ends earliest, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and (v) the Company shall provide the Executive with outplacement services at a provider to be paid no earlier than selected by the date that is six Company for up to three (63) months following the Executive’s separation from service Date of Termination. The amounts payable under Section 5(a)(i) and (iv) shall be paid or commence to be paid within 60 days after the meaning Date of Code Section 409A(a)(2)(A)(i) of Termination; provided, however, that if the Code60-day period begins in one calendar year and ends in a second calendar year, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will shall be paid or commence to be paid in a lump sum with interest from the second calendar year by the last day of such 60-day period. The Pro-Rated Annual Incentive Compensation shall be paid on the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as Company pays annual incentive compensation to the Executive under this Agreement when aggregated with its executives, and in any other amounts payable as compensation to the Executive other event no later than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction March 15 of the Compensation Committee year following the year in which the Date of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute PaymentTermination occurs.

Change in Control. (i) If during During the term of this AgreementTerm, any of if the events constituting a Change of Control shall be deemed to have occurred, and following such Change of Control, either (A) the ExecutiveEmployee’s employment with is terminated by the Company and/or any of its parentwithout Cause as provided in Section 3(c) or the Employee terminates his employment for Good Reason as provided in Section 3(d), subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive within three (3) times his then current Base Salary months prior to a Change in Control or within 18 months after a Change in Control, then, subject to the signing of the Separation Agreement and to receive Release by the Employee and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) the Company shall pay the Employee a lump sum in cash in an amount equal to three (3) times the greater sum of (aA) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding of the date of termination of this Agreement without “Cause” Employee’s Base Salary (or resignation for any reason, or (b) the aggregate amount of incentive payments made Employee’s Base Salary in effect immediately prior to the Executive during Change in Control, if higher) plus (B) one (1) times the Employee’s Target Annual Incentive Compensation (or the Employee’s Target Annual Incentive Compensation in effect immediately prior to the Change in Control, if higher); (ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all time-based stock options and other time-based stock-based awards held by the Employee shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination; (iii) if the Employee was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Employee a monthly cash payment for twelve (12) months preceding or the Change of ControlEmployee’s COBRA health continuation period, or (c) whichever ends earlier, in an amount equal to the calculated Plan award, in, each case pursuant monthly employer contribution that the Company would have made to any incentive compensation plan, including without limitation, provide health insurance to the Employee if the Employee had remained employed by the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case ; and (iv) The amounts payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (bunder Section 5(a)(i) and (fiii) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than or commence to be paid within 60 days after the date Date of Termination; provided, however, that is six (6) months following if the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code60-day period begins in one calendar year and ends in a second calendar year, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will shall be paid or commence to be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith second calendar year by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much last day of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment60-day period.

Change in Control. (i) If during the term Notwithstanding Section 2 of this Agreement, any of the events constituting this Section 3 shall apply if, within twenty-four (24) months immediately following a Change of Control shall be deemed to have occurred, and following such Change of in Control, either (A) the Executive’s employment with is terminated by the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, without Cause (and other than by reason of death, disability Disability or for Cause, retirement) or (B) the Executive resigns for any reason from terminates his employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Controlfor Good Reason, the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of benefits set forth in Section 4. (a) the aggregate amount payment of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be)his base salary, in accordance with the terms of the Plan and the relevant stock option agreement; andCompany’s regular payroll practices, for a one year period commencing on his termination date, such salary to be paid at a rate equal, on an annualized basis, to • receive any change the greater of control benefits as provided his annual base salary in effect immediately prior to the SERP. Except as set forth Change in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined Control or his annual base salary in Section 409A of the Code for the calendar year preceding effect immediately prior to the termination of employment, provided, however, (i) no such payments shall be made until the earlier of (A) six months and one day following the termination date or (B) the earliest date as of which such payments may begin without penalty pursuant to Section 409A(a)(2) of the U.S. Internal Revenue Code of 1986 (the “Code”) and (ii) the maximum amount all such payments that may be taken into account under Section 401(a)(17are deferred pursuant to clause (i) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment aggregate on the first day that such payments may be made pursuant to clause (i). For purposes of this subsection, the severance pay due term “base salary” shall include shall include bonuses which shall be computed by averaging the last two annual bonuses (annualizing bonuses with respect to a partial year), if any; (b) continued participation in the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate benefits in effect on for Executive as of the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid subject to the Executive’s spouse or other designated heir. (ii) In terms and conditions of the event any amount payable as compensation respective plans and applicable law, for a period of one year following the termination date; provided that to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and extent that the Company’s tax reporting position plans, programs and arrangements do not permit such continuation of Executive’s participation following his termination, the Company shall provide the Executive with an amount which is sufficient for him to purchase equivalent benefits, such amount to be paid quarterly in regard advance; provided, further, however, that if the Executive becomes employed by another employer and is eligible to receive medical or other welfare benefits under another employer-provided plan, the Executive’s entitlement to participate in the Company’s medical or other welfare benefit plans or to receive such alternate payments shall, to the payment extent such medical or welfare benefits are offered by the other employer, cease as of the date the Executive is overwhelmingly likely eligible to be sustainedparticipate in such plans, then and the reduction provided in Executive shall notify the preceding sentence shall be adjusted Company of his eligibility under such other plans. (c) reasonable costs of an out-placement service used by the Executive for a period not to permit payment exceed one year following termination of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Paymentemployment.

Change in Control. (a) During the Term, if within twelve months immediately following a Change in Control, the Executive's employment is terminated by the Company without Cause as provided in Section 2(d) or the Executive terminates his employment for Good Reason as provided in Section 2(e), then the Company shall pay the Executive his Accrued Benefit. In addition, subject to the signing of the Release by the Executive and the Release becoming irrevocable and fully effective and, if applicable, the Executive resigning as a member of the Board, then Executive shall receive: (i) If during A lump sum payment equal to the term sum of this Agreement, any (1) 1.5 times the sum of the events constituting a Change of Control shall be deemed to have occurred, and following such Change of Control, either (Ax) the Executive’s employment with 's annual base salary and (y) the Company and/or any Executive's target bonus in effect immediately prior to the Date of its parent, subsidiaries, affiliates, or successors by merger or otherwise as Termination and (2) a result pro-rata target annual cash bonus for the portion of the Change then-current year which has elapsed as of Controlthe Date of Termination, is terminated for in each case calculated without giving effect to any reason, other than death, disability reductions on annual base salary or for Cause, or target bonus following the Effective Date; and (Bii) A lump sum payment equal to the compensation set forth in Sections 3(b)(ii) and 3(b)(iii). (iii) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period amounts payable under Section 4(a)(i) and (ii) shall be paid out in a lump sum within 60 days immediately following the first anniversary Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the amounts shall be paid in the second calendar year by the last day of such 60-day period. (b) Notwithstanding anything to the contrary in any applicable equity award agreement (but without limitation of clause (v) of Section 3(b), which shall apply to a termination described in this Section 4), for any equity award that is not assumed by, or substituted for with a substantially equivalent award, by the surviving, continuing, successor, or purchasing corporation or other business entity or parent corporation thereof, as the case may be, with respect to the Change in Control, (x) if such equity award is a Time-Vested Award, it shall fully vest and, if applicable, be settled, immediately prior to the effective date of the Change of in Control as and (y) if such equity award is a result of the Change of ControlPerformance Award, the Executive its vesting (if any) shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser ofdetermined by: (i) truncating such Performance Award's performance period at the Executive’s annualized compensationeffective date of such Change in Control, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) adjusting such Performance Award's performance conditions for the maximum truncated performance period, as determined by the Board in good faith, (iii) determining the amount that may be taken into account under Section 401(a)(17payable on such Performance Award, as so adjusted, based on actual performance measured over the truncated performance period, and (iv) multiplying the amount determined by the foregoing clause (iii) by the percentage of the Code for the year performance period that was completed as of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment effective date of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid Change in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heirControl. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.

Change in Control. (i1) If Notwithstanding anything else stated in this Paragraph 9, if (A) a Change in Control, as defined in subparagraph H(2), occurs during the term of this Agreement, and (B) if on or at any time during the two-year period immediately following a Change in Control, the Employee's employment with the Employer is terminated, either: (i) by the Company for any reason other than the occurrence of one of the events constituting a Change of Control shall be deemed to have occurredset forth in Subparagraphs 8A, and following such Change of Control8B, either 8C, 8E or 8F; or (Aii) by the Executive’s employment with Employee as the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of and on or before the Change expiration of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to60 days following: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) a significant reduction by the aggregate amount Employer of incentive payments made to Employee's job responsibilities with the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reasonEmployer, or (b) a reduction by the aggregate amount Employer of incentive payments made Employee's Base Salary as in effect immediately prior to the Executive during the twelve (12) months preceding the Change of in Control, or (c) because of a move of Employee's job location by more than 25 miles; then the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (Employer shall pay to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months Employee, within 30 days after the termination or resignation effective date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the Employee's termination of employment, an amount equal to three times Employee's Base Salary and three times a pro rata portion of Employee's Annual Performance Bonus determined through the date of termination of employment, and the Employer shall take such actions as are lawfully permitted to have all options to purchase shares under the Stock Option Plan that are not then exercisable, become immediately exercisable. The Employer may withhold from such payment any federal, state, city, county or other taxes. If amounts paid pursuant to this paragraph 9H become subject to the excise tax (iithe "Excise Tax") the maximum amount that may be taken into account imposed under Section 401(a)(17) 4999 of the Internal Revenue Code for of 1986, as amended, the year Employer shall pay to Employee an additional amount such that the net amount retained by Employee, after deduction of termination ($230,000 for 2008)any Excise Tax on the amounts payable under this Paragraph 9H, shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any full amount payable as compensation to the Executive under this Agreement when aggregated Paragraph 9H with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute PaymentExcise Tax.

Change in Control. (a) The Employee will be entitled to the payments and benefits described in this Section 11 if the Employee’s employment under this Agreement is terminated: (i) If by the Company, other than for Just Cause, in connection with or within 24 months after the occurrence of a Change in Control; or (ii) by the Employee, for Good Reason, within 24 months after the occurrence of a Change in Control; or (iii) by the Employee for any reason during the term 30 day period following the first anniversary of this Agreementa Change in Control. (b) If the Employee satisfies the requirements set forth in paragraph (a), any the Employee shall be paid an amount equal to the sum of: (i) 300% of the events constituting Employee’s annual base salary as in effect on the date of the Employee’s termination of employment (unless the reason for termination is as a Change result of Control shall be deemed a reduction in Employee’s base salary, in which case 300% of the highest base salary paid to have occurred, and following such Change the Employee in the twelve months prior to the termination of Control, either employment); plus (ii) 300% of the greater of (A) the ExecutiveEmployee’s employment with targeted short-term incentive for the Company and/or any year of its parent, subsidiaries, affiliates, or successors by merger or otherwise termination (unless the reason for termination is as a result of a reduction in Employee’s targeted annual short-term incentive, in which case the Change of Control, is terminated target short-term incentive for any reason, other than death, disability or for Causethe prior year shall be used), or (B) the Executive resigns actual short-term incentive achieved for any reason from employment with the Company and/or any year of its parenttermination. For purposes of determining if (B) applies, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 year of termination shall be deemed to have ended on the last day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months month immediately preceding the date of termination of this Agreement without “Cause” or resignation for any reasontermination, or (b) the aggregate amount of incentive payments and a calculation shall be made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, determine the Company’s Executive Performance Incentive Planor the Employee’s performance for that period. Based on achievement of the performance goals during that portion of the year, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) Employee’s actual annual short-term incentive for the period of thirty-six (36) months after such termination or resignation (full year shall be calculated as if the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code partial year performance constituted performance for the calendar year preceding the termination of employment, or (ii) the maximum full year. Said amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the ExecutiveEmployee in one lump sum, within five days after the Employee’s spouse or other designated heirtermination of employment. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.

Change in Control. If within 12 months following the effective date of a Change in Control, (a) the Company terminates the Executive’s employment without Just Cause; or (b) the Executive resigns from their employment with the Company for Good Reason, effective immediately, by providing the Company with a Notice of Termination specifying the basis for this resignation, then, (c) in addition to the ESA Entitlement and payment of the Accrued Benefits, and in lieu of paying the Executive the Severance Amount pursuant to section 5 (if applicable), subject to the Executive first providing the Company with an executed Release pursuant to section 4(e), the Company shall pay to the Executive an amount (the “Change in Control Severance Amount”) as follows: (i) If during an amount equal to 12 months’ Base Salary less an amount equal to the term ESA Entitlement provided by the Company to the Executive; plus (ii) an amount equal to the average of the actual annual bonus payments, if any, made to the Executive from the previous 3 calendar years preceding the Date of Termination, pro-rated for the then current calendar year up to and including the Date of Termination. The Company shall pay the Change in Control Severance Amount within 5 business days of the date that the Company receives the signed Release as per section 4(e) of this Agreement, any of provided that the events constituting a Change of Control shall be deemed to have occurredCompany, and following such Change of Controlin its sole discretion, either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of may pay the Change in Control Severance Amount by way of Controlone or more lump sum payments, is terminated for by way of salary continuance or by a combination of both; and (d) notwithstanding anything to the contrary in any reasonapplicable Option Agreement or stock-based award agreement, all Options and other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors stock-based awards held by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times his then current Base Salary immediately accelerate, vest, and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (non-forfeitable as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change Date of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation to the Executive Termination under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Paymentsection 7.

Change in Control. (i) If during Notwithstanding any provision contained herein, if Employee's employment is terminated by the term Company without Cause (other than by reason of death or Disability), if Employee resigns for Good Reason or in the event of a Non-Renewal that results from a Non-Renewal Notice given by the Company, in each case, within 24 months following a Change in Control (as defined below), Employee shall be entitled to receive: A. the Accrued Rights; B. all outstanding equity and non-equity based awards (including any awards or interests under the Incentive Plans) held by Employee immediately prior to the Date of Termination shall become fully vested as of such date; provided, that, notwithstanding the foregoing, any awards or interests held by Employee as of the Date of Termination under any Incentive Plan shall continue to be governed by the terms and conditions of such plans relating to the forfeiture of awards that are fully vested; C. provided Employee delivers to the Company, within 45 days following the Date of Termination, a properly executed release in accordance with Section 8 of this Agreement, a lump sum payment equal to the sum of (I) two (2) times Employee's annualized Base Salary in effect on the Date of Termination (determined without regard to any reduction in Base Salary imposed by the Company in violation of Section 3(a) hereof), (II) two (2) times the average of the events constituting a Change of Control shall be deemed bonus amount(s) actually paid to have occurred, and following such Change of Control, either (A) Employee for the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times calendar years ending prior to the Date of Termination (not including any amounts paid to Employee pursuant to any of the Company's Incentive Plans), (III) the car allowance Employee would have received pursuant to Section 3(f) of this Agreement had his then current Base Salary employment continued for an additional two (2) years, and (IV) the matching contributions that would have been made on behalf of Employee pursuant to receive the Company's 401(k) plan if Employee had continued participation in such 401(k) plan for an amount equal to three additional two (32) times years, payable as soon as practicable but no later than the greater earlier of (a) March 15 following the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of calendar year in which termination of this Agreement without “Cause” or resignation for any reason, occurs or (b) 90 days following the aggregate amount Date of incentive payments made Termination; and D. provided Employee delivers to the Executive during Company, within 45 days following the twelve (12) months preceding the Change Date of ControlTermination, or (c) the calculated Plan awarda properly executed release in accordance with Section 8 of this Agreement, inEmployee, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans his spouse and arrangements described in clauses (b) and (f) of Section 4 eligible dependents (to the extent permissible by law covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company's group health plans on the same terms and conditions as active employees of the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable Company for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) 18 months following the Executive’s separation from service (within Date of Termination. If benefits continue pursuant to this Section 5(d)(i)D during a period when, in the meaning absence of Code the benefits provided in this Section 409A(a)(2)(A)(i) 5(d)(i)D, Employee or his dependants would not be entitled to continuation coverage under Section 4980B of the Code, unless Employee and his dependants shall receive reimbursement for all medical expenses no later than the Executive is not a “specified employee” within end of the meaning of calendar year immediately following the calendar year in which the applicable expenses were incurred. The health care continuation coverage period under COBRA, Code Section 409A(a)(2)(B)(i) immediately prior 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the period during which continued benefits are being provided pursuant to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir.this Section 5(d)(i)D. (ii) In the event any amount payable as compensation to the Executive under For purposes of this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute PaymentAgreement, the amount payable as compensation under Section 5(c)(i) of this Agreement term “Change in Control” shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.mean:

Change in Control. (i) If during within twelve (12) months after the term of this Agreement, any occurrence of the events first event constituting a Change of Control shall be deemed to have occurred, and following such Change of in Control, either Executive’s employment is terminated by the Company without Cause as defined in Section 1 or Executive terminates her employment for Good Reason as provided in Section 1, then the Company shall pay Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or current Base Salary plus (B) Executive’s highest annual incentive compensation under the Company’s Executive resigns for Bonus Incentive Plan in the three (3) immediately preceding fiscal years, excluding any reason from employment with the Company and/or sign-on bonus, retention bonus or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately other special bonus. Such lump sum cash payment shall be paid to Executive within thirty (30) days following the first anniversary Date of Termination; and (ii) Notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, upon a Change in Control, all stock options and other stock-based awards granted to Executive by the Parent shall immediately accelerate and become exercisable or non-forfeitable as of the effective date of such Change in Control. In addition, all restricted stock units held by the Executive pursuant to the Management Stock Purchase Plan shall become fully vested upon a Change of Control as a result and the Executive shall be entitled to receive the shares of stock represented by such restricted stock units. Executive shall also be entitled to any other rights and benefits with respect to stock-related awards, to the Change of Controlextent and upon the terms, provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted; and (iii) If the Executive is otherwise eligible for participation in the Company’s Supplemental Executive Retirement Plan (“SERP”), the Executive shall be entitled to: • receive three fully vested in her accrued benefit under the SERP as of the Date of Termination; and (3iv) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reasonThe Company shall, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three one (31) months after year commencing on the termination or resignation date (Date of Termination, pay such health insurance premiums as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008)necessary to allow Executive, shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation and dependents to continue to receive health insurance coverage substantially similar to the Executive under this Agreement when aggregated with any other amounts payable as compensation coverage they received prior to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) Date of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute PaymentTermination.

Change in Control. During the Term, if during the Change in Control Period, the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates his employment for Good Reason as provided in Section 3(e), then, subject to the Executive signing a Separation Agreement and Release that conforms with the requirements of Section 5(b)(i) and the Separation Agreement and Release becoming fully irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement and Release), which shall include a seven (7) business day revocation period: (i) If during the term Company shall pay the Executive a lump sum in cash in an amount equal to one times the sum of this Agreement, any of the events constituting a Change of Control shall be deemed to have occurred, and following such Change of Control, either (A) the Executive’s employment with then current Base Salary (or the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of Executive’s Base Salary in effect immediately prior to the Change of in Control, is terminated for any reason, other than death, disability or for Cause, or if higher) plus (B) the Executive resigns Executive’s Target Bonus for the then current year; and (ii) notwithstanding anything to the contrary in any reason from employment with the Company and/or any of its parentapplicable option agreement or other equity award agreement, subsidiaries, affiliates, or successors all outstanding equity grants subject to time-based vesting held by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination; and (3iii) times his if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made Company shall pay to the Executive during the a monthly cash payment for twelve (12) months preceding or the date of termination of this Agreement without “Cause” or resignation for any reasonExecutive’s COBRA health continuation period, or (b) whichever ends earlier, in an amount equal to the aggregate amount of incentive payments monthly employer contribution that the Company would have made to provide health insurance to the Executive during if the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, Executive had remained employed by the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case ; and The amounts payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (bunder Sections 6(a)(i) and (fiii) shall be paid or commence to be paid within 60 days after the Date of Section 4 (Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments, to the extent permissible by law and the terms of such plans and arrangements) for the period of thirtythey qualify as “non-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized qualified deferred compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment 409A of the severance pay due Code, shall be paid or commence to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith second calendar year by the Companylast day of such 60-day period. Notwithstanding the foregoing, if the Executive proves to the satisfaction breaches any of the Compensation Committee provisions contained in Section 8 of the Company’s Board (if no such Compensation Committee then is in existencethis Agreement, then any other committee of the Board then performing the functions of a compensation committeeall payments under this Section 6(a) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Paymentimmediately cease.

Change in Control. (a) In the event of any Change in Control with respect to a Member (the “Affected Member”), the Affected Member shall promptly notify the other Members in writing of such Change in Control (a “Change in Control Notice”). At any time following a Change in Control of a Member, and prior to the date that is ten (10) days following delivery by the Affected Member of a Change in Control Notice, any other Member shall have the right to deliver to the Affected Member and all other Members written notice of its election (a “Price Determination Notice”) to require determination of the price (the “Purchase Price”) at which each other Member shall have the right (exercisable at its sole option and discretion) to purchase (i) all of the Membership Interest held by the Affected Member or (ii) if such Change in Control is attributable to a Foreclosure Transfer, up to all of, but not less than 50% of, the Membership Interest held by the Affected Member (in each case, the “Affected Interest”) pursuant to this Section 5.03. (b) If during the term Members are unable to agree in writing upon the Purchase Price for the Affected Interest within thirty (30) days following delivery of a Price Determination Notice, then either party may deliver written notice to the other of its election to require an independent determination of the Purchase Price (an “Appraisal Notice”). Within ten (10) days following delivery of an Appraisal Notice, the Affected Member shall appoint an independent expert and the other Members (acting by a majority of their collective Ownership Percentages) shall appoint an independent expert. Within five (5) days following delivery of an Appraisal Notice, the two experts appointed pursuant to the foregoing shall select a third independent expert. The fees and expenses of each of the three independent experts shall be borne 50% by the Affected Member and 50% by the Members who delivered a Price Determination Notice. Each such expert shall have reasonable access to the Company’s and its Subsidiaries’ facilities, books and records and, within thirty (30) days following the appointment of the third expert, shall deliver to each Member its report setting forth its independent determination of the Fair Market Value of the Affected Interest (each, an “Appraised Value”). For purposes of this AgreementSection 5.03, any of the events constituting a Change of Control “Purchase Price” for the Affected Interest shall be deemed to have occurred, and following such Change of Control, either (A) such amount as may be agreed upon by the Executive’s employment with Members, or (B) absent such agreement, an amount equal to the average of the two Appraised Values that are closest in amount to each other. (c) For a period of thirty (30) days following the determination of the Purchase Price pursuant to Section 5.03(b), each Member (other than the Affected Member) shall have the right to elect to purchase all, and not less than all, of the Affected Interest for a price equal to the Purchase Price as determined pursuant to Section 5.03(b), by delivering written notice of such election (a “Purchase Notice”) to the Affected Member and each other Member. In the event that more than one such Member delivers a Purchase Notice and satisfies the conditions to closing thereunder, the rights to purchase the Affected Interest shall be allocated among such Members upon the closing of such sale in proportion to their then-existing Ownership Percentages or in such other proportion as such Members may agree. (d) If one or more Members delivers a Purchase Notice to the Affected Member within thirty (30) days following determination of the Purchase Price pursuant to Section 5.03(b), each such party and the Company and/or shall use its commercially reasonable efforts to obtain, as promptly as possible thereafter, any and all consents, approvals and authorizations of any governmental authority required to be obtained in order to consummate such sale and purchase. A sale and purchase of the Affected Interest to one or more Members pursuant to this Section 5.03 shall be made at the offices of the Company on or before the later of (i) the date that is one hundred and fifty (150) days following the determination of the Purchase Price pursuant to Section 5.03(b) or (ii) the date that is five (5) Business Days following receipt of all consents, approvals, and authorizations of any governmental authority required to be obtained in order to consummate such sale and purchase. Such purchase and sale shall be effected by the Affected Member’s delivery of the Affected Interest, free and clear of all Encumbrances (other than pursuant to Section 3.10 and restrictions imposed by the governing documents of the Company and securities laws), to the applicable Member(s), against payment of the Purchase Price to the Affected Member in immediately available funds. (e) In the event that no Member delivers either (i) a Price Determination Notice within ten (10) days of its parentreceipt of a Change in Control Notice or (ii) a Purchase Notice to the Affected Member within thirty (30) days following determination of the Purchase Price pursuant to Section 5.03(b), subsidiaries, affiliates, or successors by merger or otherwise the Members’ right to purchase any portion of the Affected Interest as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of in Control as a result of the Change of Control, the Executive that gave rise to such right shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heirdeemed waived. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.

Change in Control. (a) In the event (i) If during the term of this Agreement, any of the events constituting a Change in Control of Control shall be deemed to have occurred, AAR CORP. occurs and following such Change of Control, either (ii) (A) at any time during the Executive’s employment with 18 month period commencing on the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result date of the Change of Control, is terminated in Control the Company terminates Employee's employment for any reason, other than deathCause or Disability, disability or Employee terminates Employee's employment for CauseGood Reason, in either case by written notice to the other party (including the particulars thereof), and having given the other party the opportunity to be heard with respect thereto, or (B) the Executive resigns for any reason from Employee's employment with the Company and/or terminates for any of its parent, subsidiaries, affiliates, reason other than Disability or successors by merger or otherwise, death during the 30 day period immediately following commencing on the expiration of the aforementioned 18 month period, then: (1) The Company shall promptly pay to Employee, in a lump sum, a cash payment in an amount equal to the sum of (A) all base salary earned through the date of termination, (B) any annual cash bonus earned by Employee for the fiscal year of the Company most recently ended prior to the date of termination to the extend unpaid on the date of termination, (C) a prorata portion of the annual cash bonus, including the value of any restricted stock grant in lieu of annual cash bonus, Employee would have earned had Employee been employed by the Company on the last day of the fiscal year in which the date of termination occurs (as if all performance targets have been met or, in the event the bonus is of the "discretionary" type, the bonus shall be based on a percentage of base salary which is not less than percentage of base salary received as bonus for the preceding fiscal year) that is applicable to the period commencing on the first anniversary day of such fiscal year and ending on the effective date of termination, and (D) any and all other benefits and amounts earned by Employee prior to the Change date of Control as termination to the extent unpaid, all subject to applicable withholding. (2) The Company shall promptly pay to Employee in a result of the Change of Controllump sum, the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive a cash payment in an amount equal to three times Employee's total compensation (base salary plus annual cash bonus) for either the fiscal year of the Company most recently ended prior to the date of termination, or the preceding fiscal year, whichever is the highest total compensation, subject to applicable withholding. Employee may elect to take payment of any amounts on a schedule of Employee's own choosing; provided that such schedule shall be completed no later than three years from the date of Employee's termination of employment. (3) times Employee and Employee's dependents shall continue to be covered by, and receive employee welfare and executive fringe benefits (including but not limited to medical, dental, life, accident and disability insurance available to officers of the greater Company and additional executive retirement and other fringe benefits approved by the President and CEO of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan Company's benefit plans and executive fringe benefit programs, for three years following the relevant stock option agreement; anddate of termination, and at no less than the levels Employee and Employee's dependents were receiving immediately prior to • receive any change the Change in Control. Employee's dependents shall be entitled to continued benefits coverage pursuant to the preceding sentence for the balance of control benefits as provided such three year period in the SERPevent of Employee's death during such period. Except as set forth in last sentence The period during which Employee and Employee's dependents are entitled to continuation of this paragraph, any amount group health plan coverage pursuant to Section 4980B of the severance pay Internal Revenue Code of 1986, as amended, and Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended, shall commence on the date next following the expiration of the aforementioned three year period. (4) Employee shall receive an additional retirement benefit, over and above that exceeds two times which Employee would normally be entitled to under the lesser of: Company's retirement plans or programs applicable to Employee, equal to the actuarial equivalent of the additional amount that Employee would have earned under such retirement plans or programs had Employee accumulated three additional continuous years of service. Such amount shall be paid to Employee in a cash lump sum payment on the earlier to occur of Employee's termination of employment following a Change in Control or Employee's Retirement Date, together with a gross-up bonus in an amount equal to any federal, state and local income taxes and excise taxes (iincluding FICA and any similar taxes) payable by Employee on such lump sum payment and such gross-up bonus. (5) The Company, at its expense, shall provide Employee with outplacement services of a nationally recognized outplacement firm of the Employee's choosing until the earlier of (a) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination Employee's attainment of employment, or (iib) the maximum amount date eighteen (18) months from the date of Employee's termination of employment; provided, however, that may be taken into account under Section 401(a)(17) the cost of such outplacement services shall not exceed 3.5% of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six cash payment due to Employee pursuant to subsection 7(a)(2) above. (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior The amounts paid to such separation from service. If there is any delay Employee under this Change in the payment of the Control provision applicable to Employee shall be considered severance pay due in consideration of past service Employee has rendered to the operation Company and in consideration of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest Employee's continued service from the date the Executive’s employment terminates at a rate hereof to entitlement of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heirthose payments. (iib) In the event that a Change in Control occurs, whether or not such Change in Control has the prior written approval of a majority of the Continuing Directors (as defined in the AAR CORP. Stock Benefit Plan), and notwithstanding any amount payable as compensation conditions or restrictions related to any Award granted to Employee under the Executive Plan, all Options or Limited Rights, or both, granted to Employee under this Agreement when aggregated with any other amounts payable as compensation the Plan will become immediately exercisable and remain exercisable for the full remaining life of the option whether or not Employee's employment continues, and all restrictions on Restricted Stock granted to Employee under the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(iPlan will immediately lapse. (c) For purposes of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.

Change in Control. (i) If during within twelve (12) months after the term of this Agreement, any occurrence of the events first event constituting a Change of Control shall be deemed to have occurred, and following such Change of in Control, either Executive’s employment is terminated by the Company without Cause as defined in Section 1 or Executive terminates his employment for Good Reason as provided in Section 1, then the Company shall pay Executive a lump sum in cash in an amount equal to two (2) times the sum of (A) the Executive’s current Base Salary plus (B) Executive’s current target annual incentive compensation under the Company’s Executive Bonus Incentive Plan (“Target Bonus Opportunity”). Such lump sum cash payment shall be paid to Executive within thirty (30) days following the date of termination of Executive’s employment; and (ii) Notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, and except as set forth in paragraph (iii) below regarding the performance-based stock option award granted to Executive in connection with the commencement of his employment with the Company and/or any of its parentCompany, subsidiaries, affiliates, or successors by merger or otherwise as upon a result of the Change of in Control, is terminated for any reason, all stock options and other than death, disability or for Cause, or (B) the stock-based awards granted to Executive resigns for any reason from employment with by the Company and/or any of its parent, subsidiaries, affiliates, shall immediately accelerate and become exercisable or successors by merger or otherwise, during the 30 day period immediately following the first anniversary non-forfeitable as of the effective date of such Change in Control. In addition, all restricted stock units held by the Executive pursuant to the Management Stock Purchase Plan shall become fully vested upon a Change of Control as and the Executive shall be entitled to receive the shares of stock represented by such restricted stock units. Executive shall also be entitled to any other rights and benefits with respect to stock-related awards, to the extent and upon the terms, provided in the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted; and (iii) With respect to the performance-based stock option award granted to Executive in connection with the commencement of his employment with the Company, upon a result of the Change of Control, the Executive performance-based stock options subject to such award shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made vest only to the Executive during extent set forth in the twelve “Performance-Based Stock Option Agreement” covering such award; and (12iv) months preceding The Company shall, for a period of two (2) years commencing on the date of termination of this Agreement without “Cause” or resignation for any reasonExecutive’s employment, or (b) the aggregate amount of incentive payments made pay such health insurance premiums as may be necessary to allow Executive, Executive’s spouse and dependents to continue to receive health insurance coverage substantially similar to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately coverage they received prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the termination of Executive’s spouse or other designated heiremployment. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.

Change in Control. (a) Should there occur a Change in Control (as defined below) and if within three (3) months prior to or thirteen (13) months following the Change in Control either (i) If Executive’s employment under this Agreement is terminated without Cause or (ii) Executive resigns his employment as a result of an event constituting a Constructive Termination, then, in exchange for executing and delivering the Transition Agreement, and subject to the terms of the Transition Agreement except as otherwise provided in this Section 4.5(a), Executive shall be entitled to all of the benefits set forth therein, except that (1) in addition to the amount of the payment described in paragraph 5(a) of the Transition Agreement, Executive shall be entitled to an additional amount equal to fifty percent (50%) of Executive’s annual Base Salary at the highest annual Base Salary rate in effect at any time during the term of this Agreement (the “Highest Base Salary”), which amount shall be paid at the same time as the payment under such paragraph 5(a); (2) in addition to the amount of the payment described in paragraph 6(a) of the Transition Agreement, any Executive shall be entitled to an additional amount equal to fifty percent (50%) of Executive’s Highest Base Salary; and (3) in lieu of the events constituting acceleration described in paragraph 4(a) of the form of Transition Agreement attached hereto, all unvested equity compensation awards (including stock options, restricted stock, and restricted stock units) that are outstanding and held by Executive on the Transition Commencement Date shall immediately vest and become exercisable in full on the Transition Commencement Date, provided, that, if Executive’s termination of employment without Cause or by reason of Constructive Termination occurs within three months prior to a Change in Control, any unvested equity compensation awards that do not vest on the Transition Commencement Date shall vest in full immediately prior to the effective time of the Change in Control. Any acceleration of vesting pursuant to this Section 4.5(a) shall have no effect on any other provisions of the equity compensation awards or the plans governing such awards. (b) For purposes of this Section 4.5, a Change in Control shall be deemed to have occurredoccur upon the consummation of any one of the following events: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, and following such Change as amended) other than a trustee or other fiduciary holding securities under an employee benefit plan of Control, either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors a corporation owned directly or indirectly by merger or otherwise as a result the stockholders of the Change Company in substantially the same proportions as their ownership of Controlstock of the Company, is terminated for any reasonor becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), other than deathdirectly or indirectly, disability or for Cause, or (B) the Executive resigns for any reason from employment with of securities of the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary representing more than fifty percent (50%) of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, total voting power represented by the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination then outstanding voting securities or resignation; • continue participation in any “person” acquires (or has acquired during the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 612-month Treasury ▇▇▇▇ rate in effect period ending on the date of termination. If the Executive dies after most recent acquisition by such person) ownership of securities of the date his employment terminates, but before Company representing thirty percent (30%) or more of the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir.total voting power; or (ii) In during any period of two consecutive years, individuals who at the event beginning of such period constitute the Board and any amount payable as compensation new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (iii) the Executive under this Agreement when aggregated stockholders of the Company approve a merger or consolidation of the Company with any other amounts payable as compensation to the Executive corporation, other than pursuant a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to this Agreement would constitute represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 80% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (iv) the stockholders of the Company approve a Parachute Payment, plan of complete liquidation of the amount payable as compensation under Section 5(c)(iCompany or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee all or substantially all of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Paymentassets.

Change in Control. If within eighteen (18) months after the occurrence of the first event constituting a Change in Control, Executive’s employment is terminated by the Company without Cause as provided in Subparagraph 6(d) or Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), then, subject to the terms of section 19(a), and subject to the Executive’s executing a general release of claims in the form attached hereto as Exhibit A within 21 days after the Date of Termination and the expiration of the seven-day revocation period applicable thereto, commencing on the later of (i) If during the term of this Agreement, any last day of the events constituting a Change period for signing and revoking the general release of Control shall be deemed to have occurredclaims in the form set forth in Exhibit A hereof (“Release”), and following such Change of Control, either or (Aii) ninety (90) days after the Executive’s employment with is terminated as provided above in this Section 8(a): (i) In lieu of any amounts otherwise payable pursuant to Subparagraph 7(d)(i), the Company and/or any shall pay Executive a single lump sum in cash equal to the sum of its parent, subsidiaries, affiliates, (A) Executive’s current or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or most recent annual Base Salary plus (B) Executive’s most recent annual cash incentive compensation under Subparagraph 3(a) for the most recent fiscal year, excluding any sign-on bonus, retention bonus or any other special bonus; (ii) Notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement and in lieu of any acceleration of vesting that would otherwise occur pursuant to Subparagraph 7(d)(ii), upon a Change in Control, all stock options and other stock-based awards granted to Executive resigns for any reason from employment with by the Company and/or any of its parent, subsidiaries, affiliates, shall immediately accelerate and become exercisable or successors by merger or otherwise, during the 30 day period immediately following the first anniversary non-forfeitable as of the effective date of the such Change of Control as a result of the Change of in Control, the . Executive shall also be entitled to: • receive three (3) times his then current Base Salary to any other rights and benefits with respect to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made stock-related awards, to the Executive during extent and upon the twelve (12) months preceding terms provided in the date of termination of this Agreement without “Cause” employee stock option or resignation for incentive plan or any reason, agreement or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case other instrument attendant thereto pursuant to any incentive compensation plan, including without limitation, which such options or awards were granted; and (iii) In lieu of the Company’s Executive Performance Incentive Planobligations to pay health insurance premiums pursuant to Subparagraph 7(d)(iii), as amended from time to timethe Company shall, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three one (31) months after year commencing on the termination or resignation date (Date of Termination, pay such health insurance premiums as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008)necessary to allow Executive, shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation and dependents to continue to receive health insurance coverage substantially similar to the Executive under this Agreement when aggregated with any other amounts payable as compensation coverage they received prior to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) Date of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute PaymentTermination.

Change in Control. 8A.1 Notwithstanding anything to the contrary otherwise provided herein, if a “change of control” (as defined below) of Employer occurs and within twelve (12) months from the date of such “change of control,” Employee voluntarily terminates the employment relationship under this Agreement by giving ninety (90) days’ written notice to Employer or Subsidiary under Section 6.1 hereof or within such twelve (12) month period Employer or Subsidiary gives written notice to Employee to terminate Employee’s employment relationship without “due cause” pursuant to Section 6.4, or in the event that the Employee shall die or become disable within such twelve (12) month, then, even though no longer employed by Employer, Employee (or, if applicable, Employee’s legal representative or estate) shall be entitled to earned and vested bonuses at the date of termination plus a payment equal to the amount of Employee’s salary (undiscounted), as “salary” is defined below, prorated for the remainder of the fiscal year in which the “change of control” occurs, plus the present value (employing a discount rate of 8%) of two additional years’ salary, payable in a lump sum six (6) months after the date of termination. Employee’s right to exercise stock options and Employee’s rights in other stock plans, if any, shall remain governed by the terms and conditions of the appropriate stock plan. For purposes of this Section 8A.1, the term “salary” shall mean the sum of (i) If during the term annual rate of this Agreementcompensation provided to Employee under Section 2.1 hereof immediately prior to the “change in control,” plus (ii) the average annual cash bonuses or other cash incentive compensation paid to Employee by Employer for the three years in the three year period immediately preceding the year in which there shall occur a “change in control.” Employee’s right to exercise stock options and Employee’s rights in other stock plans, any if any, shall remain governed by the terms and conditions of the events constituting a appropriate stock plan. “Change of Control in control” shall be deemed to have occurred, and following such Change of Control, either occurred (Ai) on the Executive’s employment with the Company and/or date that any of its parent, subsidiaries, affiliatesone person, or successors by merger or otherwise more than one person acting as a result group, acquires ownership of stock of Employer that, together with stock held by such person or group, constitutes more than 50% of the Change of Control, is terminated for any reason, other than death, disability total fair market value or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary total voting power of the effective stock of Employer, (ii) on the date that a majority of the members of Employer’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of Employer’s Board of Directors prior to the date of the Change of Control appointment or election or (iii) on the date any one person, or more than one person acting as a result group acquires (or has acquired during the 12-month period ending on the date of the Change of Control, the Executive shall be entitled to: • receive three (3most recent acquisition by such person or persons) times his then current Base Salary and to receive an amount assets from Employer that have a total gross fair market value equal to three (3) times or more than 40% of the greater total gross fair market value of all the assets of Employer immediately prior to such acquisition or acquisitions. 8A.2 Notwithstanding any other provision of this Agreement, if (a) there is a change in the aggregate amount ownership or effective control of incentive payments made to Employer or in the Executive during ownership of a substantial portion of the twelve assets of Employer (12within the meaning of Section 280G(b)(2)(A) months preceding of Internal Revenue Code (the date of termination of this Agreement without “Cause” or resignation for any reason, or Code”)) and (b) the aggregate amount of incentive payments otherwise to be made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to Section 8.1 and any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time other payments or benefits otherwise to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation be paid to Employee in the plans and arrangements described in clauses (b) and (f) nature of Section 4 (compensation to the extent permissible be received by law and the terms of such plans and arrangements) or for the period benefit of thirty-six (36) months after Employee and contingent upon such termination or resignation event (the “Benefits PeriodTermination Payments”); • have all stock options which have been granted to ) would create an “excess parachute payment” within the Executive to immediately become fully exercisable and to remain exercisable for a period meaning of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms Section 280G of the Plan and Code, then Employer shall make the relevant stock option agreement; andTermination Payments in substantially equal installments, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is first installment being due six (6) months following after the Executivedate of termination and each subsequent installment being due on January 31 of each year, such that the aggregate present value of all Termination Payments, whether pursuant to this Agreement or otherwise, will be as close as possible to, but not exceed, 299% of Employee’s separation from service (base amount, within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.280G.

Change in Control. (i) If during Upon the term occurrence of this Agreement, any of the events constituting a Change in Control: a. the Company shall pay to Executive a lump-sum cash payment equal to the sum of Control shall be deemed to have occurred, and following such Change of Control, either (A) the Executive’s employment with Annual Base Salary payable through the Company and/or any date of its parent, subsidiaries, affiliates, or successors by merger or otherwise the Change in Control; (B) bonus amounts payable to Executive for prior fiscal years; (C) bonus amounts not paid to Executive as a result of Executive’s election to defer payment; (D) a pro rata portion of Executive’s annual bonus for the fiscal year in which the Change in Control occurs in an amount at least equal to (1) Executive’s Bonus Amount multiplied by a fraction, the numerator of Control, which is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with number of days in the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during fiscal year in which the 30 day period immediately following Change in Control occurs through the first anniversary of the effective date of the Change in Control and the denominator of which is three hundred sixty-five (365), and reduced by (2) any amounts paid to Executive from the Company’s annual incentive plan for the fiscal year in which the Change in Control as occurs; and (E) the cash equivalent of any accrued Paid Time Off; in each case to the extent not already paid; b. the Company shall pay to Executive a result lump-sum cash payment equal to the sum of (i) 2.99 times the Executive’s highest Annual Base Salary during the 12-month period immediately prior to the date of the Change of in Control, plus (ii) 2.99 times Executive’s Bonus Amount; c. the Executive Company shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reasoncontinue, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months years following the earlier of Executive’s Date of Termination and the date that is 180 days after the termination or resignation date of the Change in Control (as the case may be“Change in Control Termination Date”), to provide Executive (and Executive’s dependents, if applicable) with substantially similar levels of medical, dental, and life insurance benefits upon substantially similar terms and conditions as Executive would have been entitled to receive if he had continued in accordance with the terms of the Plan and the relevant stock option agreementemployment; andprovided, that, if Executive cannot continue to • receive any change of control benefits as provided participate in the SERP. Except as set forth in last sentence of this paragraphCompany plans providing such benefits, any amount of the severance pay that exceeds two times Company shall otherwise provide, at the lesser of: Company’s option, (i) such benefits on a substantially similar basis as if continued participation had been permitted through one or more new plans (the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, “Continued Benefit Plans”) or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the lump-sum cash payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect based on the date cost of terminationpremiums comparable to those that would be required to receive such benefits on a substantially similar basis plus the amount of any conversion fees required to convert from group coverage to individual coverage under the Company’s existing benefit plans (the “Benefits Lump-Sum Payment”). If the Company elects to provide the Executive dies after the date his employment terminates, but before the lump sum amount is paidwith Continued Benefit Plans, the lump sum Executive shall cooperate with the Company and each provider of any such Continued Benefit Plan in order for the Company to obtain such Continued Benefit Plans for Executive, which cooperation shall include but not be paid limited to providing copies of medical records and other information required by any provider of such Continued Benefit Plan and undergoing one or more physical examinations. If the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation Company elects to provide the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Benefits Lump-Sum Payment, the amount payable as compensation under Section 5(c)(i) Company shall notify the Executive of its intention to make this Agreement shall be reduced (but election not below zero) later than 90 days prior to the largest amount date on which is not Executive’s coverage under existing benefit plans will expire, and if, within 60 days after Executive receives such notification from the Company, Executive presents the Company with one or more benefit plans that the Executive has obtained or intends to obtain that provide benefits on a Parachute Payment when aggregated with any other amounts payable substantially similar basis as compensation the benefits provided to Executive prior to the Change in Control Termination Date (and acknowledgement from the provider of such benefit plans that such benefit plans have been or can be obtained by the Executive other than pursuant to this Agreement. The initial determination on those terms, including without limitation, at least substantially similar scope of amounts that constitute Parachute Payments coverage, substantially similar deductibles and substantially similar co-payments), then the Benefits Lump-Sum Payment shall be made in good faith based on the premiums plus any other administrative fees (except co-payments) charged by the Companycompany offering such plans. If the Company elects to provide the Executive with the Benefits Lump-Sum Payment and it is determined by the Company that any portion of the Benefits Lump-Sum Payment constitutes taxable wages for federal income and/or employment tax purposes, the Company agrees to pay Executive an additional amount (the “Benefits Gross-Up Payment”) such that the net amount retained by Executive from the Benefits Lump-Sum Payment and the Benefits Gross-Up Payment, after reduction for any federal, state and local income and employment taxes on the Benefits Lump-Sum Payment and the Benefits Gross-Up Payment, shall equal the Benefits Lump-Sum Payment. Notwithstanding the foregoing, if in the event Executive proves becomes reemployed with another employer and becomes eligible to receive benefits from such employer, the benefits described herein shall be secondary to such benefits during the period of Executive’s eligibility, but only to the satisfaction extent that the Company reimburses Executive for any increased cost and provides any additional benefits necessary to give Executive the benefits provided hereunder; and d. all outstanding stock options, restricted stock and other equity based awards (collectively, “Awards”) shall fully vest, all restrictions on such Awards shall lapse and the maximum level of achievement of all performance criteria with respect to such Awards shall be deemed fully satisfied. In the case of stock options or any other equity based Awards in the nature of a right that may be exercised, such stock options and other equity based Awards shall remain exercisable for three years after the date of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is Change in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute PaymentControl.

Change in Control. In the event of a Change in Control, if, within twelve (i12) If during the term of this Agreement, any months of the events constituting a Change of Control shall be deemed to have occurred, and following such Change of in Control, either (A) the Company or successor company terminates the Executive’s employment without Cause or the Executive terminates employment with Good Reason, subject to the Executive’s compliance with the Company and/or any of its parentrestrictive covenants set forth in Section 4, subsidiaries, affiliates, or successors by merger or otherwise as a result of in addition to the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of ControlAccrued Benefits, the Executive shall be entitled to: • receive three to receive: (3i) times his then current Base Salary and to receive an amount equal to three (3) times the greater Continuation for a period of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), payable in accordance with the terms Company’s payroll practices; provided that to the extent that the payment of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount constitutes “nonqualified deferred compensation” for purposes of the severance pay that exceeds two times the lesser of: Code Section 409A (i) the Executive’s annualized compensation, as defined in Section 409A of 18 hereof), any such payment scheduled to occur during the Code for the calendar year preceding first sixty (60) days following the termination of employment, or employment shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; (ii) the maximum amount that may be taken into account under Section 401(a)(17Pro Rata Bonus; (iii) of Outplacement assistance, per the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the ExecutiveCompany’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate policy in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid ; and (iv) Subject to (A) the Executive’s spouse or other designated heir. timely election of continuation coverage under COBRA, (iiB) In the event any amount payable as compensation Executive’s continued copayment of premiums at the same level and cost to the Executive under this Agreement when aggregated as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with any other amounts payable as compensation pre-tax dollars), and (C) the Executive’s continued compliance with the restrictive covenant obligations in Section 4 hereof, continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive other than pursuant to (and the Executive’s eligible dependents) for a period of twelve (12) months, provided that the Executive is eligible and remains eligible for COBRA coverage; provided, further, that the Company may modify the continuation coverage contemplated by this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero5(b)(iv) to the largest amount which is not a Parachute Payment when aggregated extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of ACA (to the extent applicable) or any other amounts payable as compensation to applicable law; and provided, further, that in the event that the Executive obtains other than pursuant to this Agreement. The initial determination employment that offers group health benefits, such continuation of amounts that constitute Parachute Payments shall be made in good faith coverage by the CompanyCompany under this Section 5(b)(iv) shall immediately cease. Notwithstanding the foregoing, if the payments and benefits described in Section 5(b) shall immediately terminate, and the Company shall have no further obligations to the Executive proves to with respect thereto, in the satisfaction event that the Executive breaches any of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is restrictive covenants set forth in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute PaymentSection 4.

Change in Control. Notwithstanding anything else herein to the contrary, as soon as practicable after the occurrence of a Change in Control, if any, the following shall occur: (ia) If All Key Employees may, regardless of whether still an employee of any Participating Company, elect to cancel all or any portion of any Option no later than ninety (90) days after the Change in Control, in which event the Company shall pay to such electing Key Employee, an amount in cash equal to the excess, if any, of the Current Market Value (as defined below) of the shares of Stock, including Restricted Stock or Deferred Stock, subject to the Option or the portion thereof so cancelled over the option price for such shares; PROVIDED, HOWEVER, that no Key Employee shall have the right to elect cancellation unless and until at least six (6) months have elapsed after the date of grant of the option and provided, further, that, if the Key Employee is no longer an employee of any Participating Company, the Option is exercisable at the time of the Change in Control. (b) All Performance Periods shall end and the Company shall pay each Key Employee an amount in cash equal to the value of such Key Employee's Performance Units, if any, based upon the Stock's Current Market Value, in full settlement of such Performance Units. (c) All Restriction Periods shall end and the Company shall pay each Key Employee an amount in cash equal to the Current Market Value of the Restricted Stock held by, or on behalf of, each Key Employee in exchange for such Restricted Stock. (d) All Deferral Periods shall end and the Company shall pay to each Key Employee an amount in cash equal to the current Market Value of the number of shares of Stock equal to the number of shares of Deferred Stock credited to such Key Employee in full settlement of such Deferred Stock. (e) The Company shall pay to each Key Employee all amounts, if any, deferred by such Key Employee under the Plan which are not Performance Units, Restricted Stock or Deferred Stock. (f) The Company may reduce the amount due any Key Employee under this Section by the unpaid balance, if any, of the principal of any loans to such Key Employee under Section 10. (g) For purposes of this Section 15, "Current Market Value" means the highest "Closing Price" during the term of this Agreement, any of period (the events constituting a "Reference Period") commencing thirty (30) days prior to the Change of in Control shall be deemed to have occurred, and following such ending thirty (30) days after the Change of Control; provided that, either (A) if the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise Change in Control occurs as a result of the Change of Control, is terminated for any reason, other than death, disability a tender offer or for Causeexchange offer, or (B) the Executive resigns for any reason from employment with the Company and/or any a merger, purchase of its parent, subsidiaries, affiliates, assets or successors stock or other transaction approved by merger or otherwise, during the 30 day period immediately following the first anniversary stockholders of the effective date Company, Current Market Value means the higher of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of highest Closing Price during the Code for the calendar year preceding the termination of employmentReference Period, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be highest price paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior per share pursuant to such separation from servicetender offer, exchange offer or transaction. The "Closing Price" on any day during the Reference Price means the closing price per share of Stock based upon composite transactions on the national stock exchanges that day. If there is any delay in no public market for the payment of Company's Stock at the severance pay due to the operation of the preceding sentenceapplicable time, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum "Current Market Value" shall be paid to established at the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee discretion of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute PaymentDirectors.

Change in Control. During the Term, if within 12 months after a Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates the Executive’s employment for Good Reason as provided in Section 3(e), then, subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable and fully effective, all within 60 days after the Date of Termination (or such shorter time period provided in the Separation Agreement and Release): (i) If during the term Company shall pay the Executive a lump sum in cash in an amount equal to two (2) times the sum of this Agreement, any of the events constituting a Change of Control shall be deemed to have occurred, and following such Change of Control, either (A) the Executive’s employment with current Base Salary (or the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of Executive’s Base Salary in effect immediately prior to the Change of in Control, is terminated for any reason, other than death, disability or for Cause, or if higher) plus (B) the Executive resigns for any reason from employment with Target Annual Incentive Compensation (the “Change in Control Payment”); (ii) the Company and/or shall pay the Executive the Pro-Rated Annual Incentive Compensation; (iii) notwithstanding anything to the contrary in any of its parentapplicable option agreement or stock-based award agreement, subsidiaries, affiliates, or successors (A) all time-based stock options and other time- based stock-based awards held by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times his then current Base Salary immediately accelerate and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (nonforfeitable as the case may be), in accordance with the terms of the Plan Date of Termination, and (B) the relevant Company shall extend the exercise period with respect to the Executive’s vested stock option agreement; and, to • receive any change options for so long as such stock options remain outstanding until the earlier of control benefits (i) the original 10-year expiration date for such vested stock options as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employmentapplicable equity documents, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) 24-month anniversary of the Code for Date of Termination (or, if later, the year of termination date specified in the applicable equity documents) ($230,000 for 2008the “Extended Exercise Period”), provided that the Executive is advised to consult the Executive’s tax advisor with respect to the tax implications of the Extended Exercise Period; (iv) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for 18 months, the Executive’s COBRA health continuation period or the Executive’s retiree medical plan period under the Company’s retiree medical plan, whichever ends earliest, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and (v) the Company shall provide the Executive with outplacement services at a provider to be paid no earlier than selected by the date that is six Company for up to three (63) months following the Executive’s separation from service Date of Termination. The amounts payable under Section 5(a)(i) and (iv) shall be paid or commence to be paid within 60 days after the meaning Date of Code Section 409A(a)(2)(A)(i) of Termination; provided, however, that if the Code60-day period begins in one calendar year and ends in a second calendar year, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will shall be paid or commence to be paid in a lump sum with interest from the second calendar year by the last day of such 60-day period. The Pro-Rated Annual Incentive Compensation shall be paid on the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as Company pays annual incentive compensation to the Executive under this Agreement when aggregated with its executives, and in any other amounts payable as compensation to the Executive other event no later than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction March 15 of the Compensation Committee year following the year in which the Date of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute PaymentTermination occurs.

Change in Control. (ia) If during Notwithstanding anything herein to the term of this Agreementcontrary, any of subject to Section 8(c), in the events constituting event a Change of in Control shall be deemed occurs prior to have occurred, the Expiration Date and following such Change of Control, either (A) the Executive’s employment with is terminated by the Company and/or any without Cause or the Executive resigns for Good Reason within two (2) years following such Change in Control, then in lieu of its parentthe amounts and benefits under Section 7(d) in the event of a termination by the Company without Cause, subsidiariesthe Company shall pay or provide to the Executive (i) the Accrued Amounts; and (ii) subject to Section 9: (A) subject to Section 25(b), affiliatespayment in an amount equal to 12 months Base Salary, or successors by merger or otherwise such payment to be made as follows: (x) if the Change in Control is not as a result of an event that constitutes a “change in control event” (a “409A Change in Control”) within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”), then such payment shall be paid to the Executive in equal installments for 12 months following the date of termination in accordance with the Company’s normal payroll policies as if the Executive were an employee (but off employee payroll); provided, that unless subject to further delay as set forth in Section 25(b), the first payment of such payment will made on the sixtieth (60th) day after the date of termination and will include payment of any amounts that would otherwise be due prior thereto, and (y) if the Change of in Control does result from an event that constitutes a 409A Change in Control, is terminated for any reason, other than death, disability or for Cause, or then the full amount of such payment shall be paid to the Executive in a lump sum on the 60th day after the date of termination; (B) the Pro Rata Bonus; (C) subject to Section 22(b), a lump sum amount equal to the Executive’s target annual bonus for the fiscal year in which the Executive’s termination occurs, such payment to be made as follows: (x) if the Change in Control is not a 409A Change in Control, then such payment shall be paid to the Executive resigns on the later of the date such annual bonus would have ordinarily been paid in accordance with its terms and the sixtieth (60th) day after the date of termination, and (y) if the Change in Control does result from an event that constitutes a 409A Change in Control, then on the 60th day after the date of termination; and (D) subject to Section 25(b), if the Executive timely elects COBRA Coverage for any reason from employment with continuation of coverage under the Health Plans, the Company and/or any shall pay to the Executive monthly an amount equal to the difference of its parentthe Executive’s premium costs for such COBRA Coverage for the Executive and the Executive’s dependents minus the active employee rate under the Health Plans (excluding, subsidiariesfor purposes of calculating cost, affiliatesan employee’s ability to pay premiums with pre-tax dollars) at the time of termination of employment until the earliest of (I) 12 months from the date of termination, (II) the Executive becoming eligible for medical benefits from a subsequent employer, or successors by merger or otherwise(III) the Executive and the Executive’s dependents otherwise ceasing to be eligible for COBRA Coverage (the “COBRA Payments”); provided, during the 30 day period immediately following that unless subject to further delay as set forth in Section 25(b), the first anniversary payment of the effective COBRA Payments will made on the sixtieth (60th) day after the date of the Change termination and will include payment of Control as a result of the Change of Control, any amounts that would otherwise be due prior thereto. Following any such termination all equity awards granted to the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), governed in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heirapplicable grant agreements. (iib) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) For purposes of this Agreement shall be reduced (but not below zero) to Agreement, “Change in Control” will mean the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination occurrence of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction one of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.following events:

Change in Control. 1. This Section is intended to provide the Employee with reasonable protections against possible adverse employment consequences resulting from a "Change in Control" or in Anticipation of a "Change in Control". 2. Immediately upon a Change in Control (the "CIC Date"), if the Employee is employed by the Company or if the employment of the Employee was terminated by the Corporation for any reason in Anticipation of a Change in Control, the Corporation shall pay the Employee the following: (a) The Corporation shall immediately upon the CIC Date pay the Employee a lump sum payment, in cash, equal to any salary payments earned but not paid through the CIC Date plus a pro-rata bonus equal to the product of (1) the Employee's highest annual bonus earned (whether paid or unpaid) during any one of the last five (5) fiscal years that ended prior to the CIC Date (or, in each case, such lesser period for which annual bonuses were paid or payable to the Employee) (the "Bonus Amount") multiplied by (2) a fraction, the numerator of which is the number of days elapsed from the start of the fiscal year in which the Change in Control occurs through the CIC Date and the denominator of which is 365; and (b) The Corporation shall immediately upon the CIC Date pay the Employee a lump sum payment, in cash, in an amount equal to three times the sum of (1) the Employee's annual base salary at the rate in effect immediately prior to the Change in Control (including all amounts of his base salary that are deferred under the qualified and non-qualified employee benefit plans of the Company or any other agreement or arrangement) (the "Base Amount") and (2) the Bonus Amount; and (c) The Corporation shall pay all premiums on behalf of, and at no additional cost to the Employee, for the benefit of the Employee and his spouse and any dependents, for 36 months from the CIC Date (regardless of whether the employment of the Employee is terminated for any reason), on all employee benefit programs and arrangements, including but not limited to health insurance, including employee medical plan benefits, group life insurance, individual life insurance coverage, accidental death and dismemberment coverage, long term disability coverage, and other fringe benefits or benefit plans generally afforded other executive officers of the Corporation. If any such coverage cannot be maintained because of requirements of the insurance or other companies providing such benefits, the Corporation shall provide and pay for alternative coverage providing essentially identical benefits at no additional cost to the Employee. In the event that the Employee's employment is terminated for any reason during the above period, the remaining portion of such period is to be in addition to that period of time that the Employee may elect COBRA coverage under such applicable benefit plans. In this regard, it is the specific agreement of the parties that, if the Employee's employment has terminated, those benefits which are typically available under COBRA coverage, at the expense of the Employee, will be available to the Employee at his expense for a period of 18 months following the expiration of the 36 months listed above, even though COBRA coverage might otherwise be unavailable as provided by law; and (d) For a period of at least 36 months following the CIC Date, the Corporation shall continue to make available, at its expense, a cellular telephone and a company vehicle of the make and model to which the Employee is entitled in accordance with the vehicle policy in effect as of the CIC Date; and (e) In lieu of shares of common stock of the Corporation issuable upon exercise of outstanding options granted to the Employee under the Corporation's stock option plans, the Employee shall surrender on the CIC Date to the Corporation his rights in all outstanding stock options then exercisable, which are held by him, and upon such surrender the Corporation shall pay the Employee an amount in cash equal to the aggregate difference, on a per share basis, between (i) If during the term of this Agreement, any option prices of the events constituting shares subject to such surrendered options; and (ii) the higher of the average aggregate price per share paid (in cash or other consideration) in connection with any Change in Control or the then fair market value of the shares, whichever is greater; and (f) Employee will likely be required to employ a reputable national accounting firm to assist and advise him with respect to his finances following a Change in Control. To compensate Employee for the costs which he will likely incur, the Corporation will pay to Employee at the CIC Date an amount equal to 20% of Control the sum of the Base Amount and the Bonus Amount; and (g) The Corporation shall continue to cover the Employee under its Directors and Officers liability insurance policy in substantially the form of coverage as such policy may be deemed in effect as to have occurredthe Employee on the CIC Date, for the longer of thirty six (36) months following the CIC Date or such period as similar such coverage is maintained by the Corporation, its successors or assigns for the benefit of former directors and officers, whichever period is longer; and (h) For 36 months following such Change the CIC Date, the Corporation shall continue to provide the Employee with a reasonable secretarial assistance, a voice mailbox, a laptop computer, an email account and a mail drop service. (i) The Corporation shall pay the Employee a lump sum payment in an amount equal to difference between the present values of Control, either (A1) the Executive’s employment Employee's retirement benefit under the Corporation Retirement Plan (the "Retirement Plan"), determined on the date of termination as if the Employee were credited with an additional three Years of Credited Service (as such term is defined in the Company and/or any Retirement Plan) and annual compensation continued at the same rate as in effect on the CIC Date under the Retirement Plan and (2) the Employee's retirement benefit under the Retirement Plan, determined on the date of its parenttermination based on the Employee's actual Years of Credited Service under the Retirement Plan. 3. The Corporation shall pay all legal fees and related expenses (including the costs of experts, subsidiaries, affiliates, or successors evidence and counsel) incurred by merger or otherwise the Employee as they become due as a result of the Change of ControlEmployee seeking to obtain or enforce any right or benefit provided by this Agreement (including, is terminated for but not limited to, any reason, other than death, disability or for Cause, or such fees and expenses incurred in connection with (Bi) the Executive resigns for any reason from employment with dispute and (ii) the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control Gross-Up Payment whether as a result of any applicable government taxing authority proceeding, audit or otherwise) or by any other plan or arrangement maintained by the Change of Control, Corporation under which the Executive shall Employee is or may be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal benefits). 4. In the event that any benefits provided and/or payments made to three or on behalf of Employee pursuant to this Section V (3) times the greater of other than those payments pursuant to Section V paragraph 2 (a) the aggregate amount of incentive payments made and Section V paragraph 2 (b)) are deemed to be taxable to the Executive during Employee for federal or state income tax purposes, the twelve Corporation agrees to tax protect such payments by grossing up said taxable amount, using the highest marginal Federal and State income tax rates in effect (12including FICA and Medicare taxes) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made that year and paying to the Executive during the twelve Employee such additional amounts. Said payment amounts shall be calculated quarterly (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in on a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (bcalendar-year basis) and (f) of Section 4 (paid to the extent permissible Employee by law the fifteenth day of the second month following the close of each quarter. Final adjustments, if any, will be made for each calendar year by March 15 of the following calendar year and paid to the terms Employee by that date. (a) In the event it shall be determined that any payment (other than the payment provided for in this Section) or distribution of such plans and arrangements) any type to or for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms benefit of the Plan and Employee, by the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraphCorporation, any amount of its affiliates, any person who acquires ownership or effective control of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A Corporation or ownership of a substantial portion of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service Corporation's assets (within the meaning of Code Section 409A(a)(2)(A)(i) 280G of the Internal Revenue Code of 1986, as amended (the "Code"), unless and the Executive regulations thereunder) or any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Total Payments"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "Excise Tax"), then the Employee shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including any income tax, employment tax or Excise Tax, imposed upon the Gross-Up Payment, the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments. For purposes of determining the amount of the Gross-Up Payment, the Employee shall be deemed to pay federal, state and local income taxes and employment taxes at the highest marginal rate of federal, state and local income taxation and employment taxation in the calendar year in which the Gross-Up Payment is not a “specified employee” to be made and/or the calendar year in which the CIC Date occurs, as applicable, net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes. (b) All mathematical determinations, and all determinations as to whether any of the Total Payments are "parachute payments" (within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior 280G of the Code), that are required to be made under this subsection, including determinations as to whether a Gross-Up Payment is required, the amount of such separation Gross-Up Payment and amounts relevant to the last sentence of this subsection shall be made by an independent accounting firm selected by the Employee from service. If there is any delay among the four largest accounting firms in the payment United States (the "Accounting Firm"), which shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of the severance pay due any Gross-Up Payment and any other relevant matter, both to the operation of Corporation and the preceding sentenceEmployee by no later than ten days following the CIC Date, then once if applicable, or such earlier time as is requested by the conditions to payment have been met such payment will be paid in a lump sum with interest from Corporation or the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of terminationEmployee. If the Executive dies after Accounting Firm determines that no Excise Tax is payable by the date Employee, it shall furnish the Employee and the Corporation with an opinion reasonably acceptable to the Employee and the Corporation that no Excise Tax is payable (including the reasons therefor) and that he has substantial authority not to report any Excise Tax on his employment terminatesfederal income tax return. If a Gross-Up Payment is determined to be payable, but before the lump sum amount is paid, the lump sum it shall be paid to the Executive’s spouse or Employee within ten (10) days after the Determination (and all accompanying calculations and other designated heir. (iimaterial supporting the Determination) In the event any amount payable as compensation is delivered to the Executive under this Agreement when aggregated with any other amounts payable as compensation to Corporation or the Executive other than pursuant to this Agreement would constitute Employee. Any determination by the Accounting Firm shall be binding upon the Corporation and the Employee, absent manifest error. As a Parachute Paymentresult of uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by the Corporation should have been made ("Underpayment"), or that Gross-Up Payments will have been made by the Corporation which should not have been made ("Overpayments"). In either such event, the amount payable as compensation under Section 5(c)(i) of this Agreement Accounting Firm shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of determine the amount of the reduction provided Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment (together with any interest and penalties payable by the Employee as a result of such Underpayment) shall be promptly paid by the Corporation to or for the benefit of the Employee. In the case of an Overpayment, the Employee shall, at the direction and expense of the Corporation, take such steps as are reasonably necessary (including, if reasonable, the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Corporation, and otherwise reasonably cooperate with the Corporation to correct such Overpayment, provided, however, that (i) Employee shall not in any event be obligated to return to the preceding sentence would not constitute Corporation an amount greater than the net after-tax portion of the Overpayment that he has retained or has recovered as a Parachute Payment refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent to make the Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment correction of so much of such reduction as the Compensation Committee determines will an Overpayment may result in the largest Employee repaying to the Corporation an amount which is less than the Overpayment. The fees and expenses of the Accounting Firm shall be paid by the Corporation. 6. In the event that the Corporation determines that the payment of any amounts under this Agreement prior to January 1, 2007 would result in the imposition of an excise tax under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and an independent accounting firm selected by the Employee from among the four largest accounting firms in the United States agrees with such determination by the Corporation, the payment of such amounts shall be delayed until the first business day after December 31, 2006 or the CIC Date, whichever is later. 1. Employer desires Employee to agree not constitute to compete with the Corporation in the event of the termination of employment following a Parachute PaymentChange in Control or in Anticipation of a Change In Control. Employer is not willing to enter into this Agreement without such a covenant. As additional consideration for the agreement of Employer to make payments to or otherwise compensate Employee under this Agreement, Employer has required Employee to give a Non-Competition Covenant. Employer may not waive the non-competition obligations in this Section and be relieved of any of its other obligations under this Agreement. 2. In the event of a Change in Control or in Anticipation of a Change in Control, for the eighteen-month period following the termination of Employee's employment with the Corporation for any reason, Employee shall not, without the prior written consent of the Board of Directors of the Corporation, which consent may be withheld at the sole, absolute and uncontrolled discretion of such Board of Directors, engage or participate in, assist or have an interest in, whether as an officer, director, partner, owner, employee or otherwise, the operation, management or conduct of any business or enterprise that engages in the cotton seed breeding, production and marketing process in the same geographical area with any line of business in which the Corporation is now engaged. 3. Nothing in this Section shall prohibit Employee from acquiring or holding, for investment purposes only, securities or ownership interest of any entity which may compete directly or indirectly with the Corporation. 4. Nothing in this Section shall prohibit the Employee from seeking or securing employment with a corporation which has a subsidiary or affiliate whose business activities include cotton seed breeding, production and marketing so long as Employee's job duties and responsibilities do not require or allow the Employee to directly engage in any activities which would be in violation of this Section, and so long as he does not violate any of his confidentiality obligations to the Corporation as referred to in Section VIII. 5. In the event of a breach of this Agreement by Employee, Employer may seek injunctive relief to prohibit the Employee from engaging in prohibited competition and/or Employer may initiate legal proceedings to collect actual damages to Employer resulting from such breach. A breach by Employee shall not allow Employer to terminate its obligations to Employee under the other provisions of this Agreement.

Change in Control. (a) Should there occur a Change in Control (as defined below) and if within three (3) months prior to or thirteen (13) months following the Change in Control either (i) If Executive’s employment under this Agreement is terminated without Cause or (ii) Executive resigns his employment as a result of an event constituting a Constructive Termination, then, in exchange for executing and delivering the Transition Agreement, and subject to the terms of the Transition Agreement except as otherwise provided in this Section 4.5(a), Executive shall be entitled to all of the benefits set forth therein, except that (1) in addition to the amount of the payment described in paragraph 5(a) of the Transition Agreement, Executive shall be entitled to an additional amount equal to fifty percent (50%) of Executive’s annual Base Salary at the highest annual Base Salary rate in effect at any time during the term of this Agreement (the “Highest Base Salary”), which amount shall be paid at the same time as the payment under such paragraph 5(a); (2) in addition to the amount of the payment described in paragraph 6(a) of the Transition Agreement, any Executive shall be entitled to an additional amount equal to thirty seven and one half percent (37.5%) of Executive’s Highest Base Salary; and (3) in lieu of the events constituting acceleration described in paragraph 4(a) of the form of Transition Agreement attached hereto, all unvested equity compensation awards (including stock options, restricted stock, and restricted stock units) that are outstanding and held by Executive on the Transition Commencement Date shall immediately vest and become exercisable in full on the Transition Commencement Date, provided, that, if Executive’s termination of employment without Cause or by reason of Constructive Termination occurs within three months prior to a Change in Control, any unvested equity compensation awards that do not vest on the Transition Commencement Date shall vest in full immediately prior to the effective time of the Change in Control. Any acceleration of vesting pursuant to this Section 4.5(a) shall have no effect on any other provisions of the equity compensation awards or the plans governing such awards. (b) For purposes of this Section 4.5, a Change in Control shall be deemed to have occurredoccur upon the consummation of any one of the following events: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, and following such Change as amended) other than a trustee or other fiduciary holding securities under an employee benefit plan of Control, either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors a corporation owned directly or indirectly by merger or otherwise as a result the stockholders of the Change Company in substantially the same proportions as their ownership of Controlstock of the Company, is terminated for any reasonor becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), other than deathdirectly or indirectly, disability or for Cause, or (B) the Executive resigns for any reason from employment with of securities of the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary representing more than fifty percent (50%) of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, total voting power represented by the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination then outstanding voting securities or resignation; • continue participation in any “person” acquires (or has acquired during the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 612-month Treasury ▇▇▇▇ rate in effect period ending on the date of termination. If the Executive dies after most recent acquisition by such person) ownership of securities of the date his employment terminates, but before Company representing thirty percent (30%) or more of the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir.total voting power; or (ii) In during any period of two consecutive years, individuals who at the event beginning of such period constitute the Board and any amount payable as compensation new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (iii) the Executive under this Agreement when aggregated stockholders of the Company approve a merger or consolidation of the Company with any other amounts payable as compensation to the Executive corporation, other than pursuant a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to this Agreement would constitute represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 80% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (iv) the stockholders of the Company approve a Parachute Payment, plan of complete liquidation of the amount payable as compensation under Section 5(c)(iCompany or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee all or substantially all of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Paymentassets.

Change in Control. (ia) If during All unvested restricted stock, stock options and any other equity-based compensation arrangements theretofore granted to the term Executive shall vest in full on the date of this Agreement, any of a “Change in Control” (as defined in Section 7(c) below). (b) In the events constituting a Change of Control shall be deemed to have occurred, and following such Change of Control, either (A) event that the Corporation terminates the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliatesCorporation without Cause within twelve months after a “Change in Control” (as defined in Section 7(c) below), or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) if the Executive resigns for any reason from terminates his employment with the Company and/or any Corporation for Good Reason (in accordance with Sections 6(e) and (f) above) within twelve months after a Change in Control, then, in addition to the benefits provided for under Sections 6(a)(i) and 6(a)(ii), the Corporation shall pay to the Executive a severance benefit equal to (i) the Executive’s then applicable annual CEO Base Compensation or Chairman Base Compensation, as the case may be, for the Applicable Severance Period, (ii) the cost of its parent, subsidiaries, affiliates, or successors maintaining the level of health insurance then maintained by merger or otherwise, during the 30 day Executive (including family) under Federal COBRA laws for a period immediately of eighteen (18) months following the first anniversary of the effective date of the Change of Control as a result of the Change of Controltermination, the Executive shall be entitled to: • receive three plus (3iii) times his then current Base Salary and to receive an amount equal to three one hundred percent (3100%) times of the greater of (a) the aggregate amount of incentive payments made to the Executive Incentive Compensation Target, if any, applicable during the twelve first calendar year ending during the Applicable Severance Period. The severance benefit shall be payable in Termination Fee Installment Payments; that is, in equal monthly installments over the Applicable Severance Period (12as defined in Section 6(b)) months preceding with the first payment due within five business days after the date of the Executive’s termination of this Agreement without “Cause” or resignation for any reasonemployment. In addition, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully and other equity-based compensation arrangements that must be exercised shall be exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option applicable award agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (iic) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) For purposes of this Agreement Agreement, “Change in Control” shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with mean an occurrence of any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.following events:

Change in Control. (i) If during the term of this Agreement, any of the events constituting a Change of Control shall be deemed to have occurred, and following such Change of Control, either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive within three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the months prior to, or twelve (12) months preceding after, the occurrence of a Change in Control, Executive’s employment is terminated by the Company without Cause as provided in Subparagraph 7(d) or Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), then, subject to the terms of Paragraph 18(a), and subject to the Executive’s executing a general release of claims in the form attached hereto as Exhibit A within 21 (or 45 if required under the Age Discrimination in Employment Act) days after the Date of Termination and the expiration of the applicable revocation period applicable thereto without the Executive revoking his acceptance of such general release, commencing on the last day of the period for signing and revoking the general release of claims in the form set forth in Exhibit A hereof: (i) In lieu of any amounts otherwise payable pursuant to Subparagraph 8(d)(i), the Company shall pay Executive a single lump sum in cash equal to the Severance Amount; (ii) Notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement and in lieu of any acceleration of vesting that would otherwise occur pursuant to Subparagraph 8(d)(ii), and provided that the relevant Change in Control occurs, all stock-based awards granted to Executive by the Company shall immediately accelerate and become exercisable or non-forfeitable as of the later of the Date of Termination or effective date of termination of this Agreement without “Cause” or resignation for such Change in Control. Executive shall also be entitled to any reasonother rights and benefits with respect to stock-related awards, or (b) the aggregate amount of incentive payments made to the extent and upon the terms provided in the incentive plan or any agreement or other instrument attendant thereto pursuant to which such awards were granted; and (iii) In addition to any other benefits to which Executive during may be entitled in accordance with the Company’s then existing severance policies, subject to timely and proper election of COBRA, the Company shall pay for Executive and Executive’s eligible dependents’ monthly premium under COBRA for twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A Date of Termination. Provided such Company-paid COBRA coverage shall end earlier upon the Code for the calendar year preceding the termination expiration of employment, Executive’s continuation coverage under COBRA or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following when Executive receives health insurance coverage in connection with new employment. If the Executive’s separation from service (within payment of any COBRA or health insurance premiums would otherwise violate the meaning nondiscrimination rules or cause the reimbursement of Code claims to be taxable under ACA or Section 409A(a)(2)(A)(i105(h) of the Code, unless the Executive is not a “specified employee” within Company paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the meaning of Code extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 409A(a)(2)(B)(i105(h) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heirCode. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.

Change in Control. (i) If during the term of this Agreement, any of the events constituting a Change of Control shall be deemed to have occurred, and following such Change of Control, either (A) the Executive’s employment with is terminated either by the Company and/or any of its parent, subsidiaries, affiliates, without Cause or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, Good Reason during the 30 day two (2) year period immediately following the first anniversary of the effective date of the Change of in Control (as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, defined in the Company’s Executive Performance 2010 Incentive Compensation Plan, as may be amended from time to time) of the Company, then in each case lieu of any amounts otherwise payable under Sections 4.4 and 4.5 hereof, the Company shall (a) pay to the Executive any unpaid Base Salary accrued through the effective date of termination specified in a lump sum cash payment immediately following such notice within ten (10) days after such termination (or resignation; • continue participation in the plans on such earlier date as may be required by applicable law), and arrangements described in clauses (b) subject to (1) the execution by the Executive of a Release and (f2) the Executive’s continued compliance with the Protective Covenants (as hereinafter defined) set forth in Section 5 of Section 4 (this Agreement, pay to the extent permissible by law and Executive, (i) in monthly installments consistent with the terms Company’s normal payroll schedule during the twenty four (24)- month period following termination (the end of such plans and arrangementsperiod, the “CIC Severance Date”), an amount equal to twenty four (24) months of the Executive’s Base Salary at the time of termination, (ii) a single sum amount equal to two (2) times the Executive’s Bonus, payable at “target”, for the period year in which the termination of thirtyemployment occurs, and (iii) a single-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted sum amount equal to the premiums that the Executive would have to pay (based upon the COBRA premiums being charged under the Company’s health plan as of the termination date) if the Executive had elected to continue the health insurance coverage that the Executive was receiving under the Company’s group health plan immediately become fully exercisable and prior to remain exercisable the date of termination for a period of three twenty four (324) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum The Company also shall be paid to reimburse the Executive’s spouse or reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 3.1. Payments under subparagraph (b) above shall be treated as a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii), are subject to required tax and other designated heir. withholdings, and shall be conditioned upon (ii1) In the event any amount payable as compensation Executive’s execution of the Release within 21 days of the Company’s delivery to the Executive of same, and (2) the Executive’s continued compliance with the Protective Covenants set forth in Section 5 of this Agreement. Any payments due to the Executive under this Agreement when aggregated with any other amounts payable as compensation subparagraph (b) above shall be forfeited if the Executive fails to execute the Release within 21 days of the Company’s delivery to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to same or if the Executive other than pursuant to breaches the Protective Covenants set forth in Section 5 of this Agreement. The initial determination of amounts that constitute Parachute Payments Company shall be made in good faith by the Company. Notwithstanding the foregoing, if deliver to the Executive proves to the satisfaction Release within three (3) business days of the Compensation Committee termination of the CompanyExecutive’s Board (if no such Compensation Committee then is in existenceemployment. If the foregoing conditions are met, then any other committee of the Board then performing the functions of a compensation committeeSections 4.4(w) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard through (z) shall also apply to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Paymentthis Section 4.

Change in Control. Upon a Change in Control, the Company agrees that it will use its best efforts to secure the assumption of the unvested portion (iif any) If during of the term Option by the acquiring or succeeding entity in the transaction, or the substitution of the unvested portion (if any) of the Option for an option or other equity award with respect to the securities of such acquiring or succeeding entity. Any such assumed or substituted award shall continue to vest in accordance with the schedule set forth in Section 4 of this Agreement, any of subject to the events constituting a Change of Control shall be deemed to have occurred, and following such Change of Control, either (A) the ExecutiveOptionee’s continued employment with the Company and/or any of its parent, subsidiaries, affiliates, acquiring or successors by merger succeeding entity (or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or an Affiliate thereof) (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Controlsuch entity, the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirtyPost-six (36) months after such termination or resignation (the “Benefits PeriodCIC Employer”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if (i) the Executive proves to Optionee’s employment with the satisfaction of Post-CIC Employer terminates for any reason other than by the Compensation Committee of Optionee without Good Reason, or by the Company’s Board (if no such Compensation Committee then is in existencePost-CIC Employer other than for Cause, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the Option that remains unvested as of the date of such termination shall become fully vested as of such date (or if a Termination occurs in contemplation of a Change in Control, vesting will be accelerated to the date of the Change in Control, subject to the occurrence of a Change in Control) (“Post-CIC Acceleration”) and (ii) if the Optionee’s employment is Terminated by the Optionee without Good Reason or by the Post-CIC Employer for Cause, the Optionee will forfeit any Options that remain unvested as of the date of Termination (“Post-CIC Forfeiture”). If the Company is not able to secure the assumption or substitution of any unvested portion of the Option upon a Change in Control, the Company shall, in cancellation of such unvested portion, pay to the Optionee the amount to which the Optionee would have been entitled had the unvested portion been cancelled upon the Change in Control (the “Cash-Out Payment”). The Optionee shall be required to deposit the after-tax amount of the reduction provided Cash-Out Payment into an escrow (the “Escrow Amount”), which shall continue to vest in accordance with the preceding sentence would not constitute a Parachute Payment and schedule set forth in Section 4 of this Agreement, subject to the Optionee’s continued employment with the Post-CIC Employer. The Company shall use commercially reasonable efforts to ensure that the Company’s tax reporting position Escrow Amount is deposited in regard an interest-bearing account. An allocable portion of the Escrow Amount (including any interest thereon) shall be distributed to the payment Optionee at the time the portion of the Option to which such portion of the Escrow Amount is overwhelmingly likely attributable would have otherwise vested pursuant to Section 4 of this Agreement. If, prior to a distribution of the entire Escrow Amount (i) an event that would have given rise to a Post-CIC Acceleration occurs, the Optionee will be entitled to the unpaid portion of the Escrow Amount upon the date of such termination and (ii) an event that would have given rise to a Post-CIC Forfeiture occurs, the Optionee shall forfeit any unpaid portion of the Escrow Amount. For purposes of this Section 8, a Termination will be considered to be sustained, then in contemplation of a Change in Control if such termination was at the reduction provided request of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in the preceding sentence shall be adjusted to permit payment of so much of Control and a Change in Control involving such reduction as the Compensation Committee determines will result third party does occur or such termination otherwise occurs in the largest amount which would not constitute connection with a Parachute Paymentpotential Change in Control and such Change in Control does occur.

Change in Control. (i) If during In the term of this Agreement, any of the events constituting event that a Change of Control shall be deemed to have occurred, and following such Change of Control, either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, change in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensationoccurs, as defined in Section 409A of the Internal Revenue Code for and the calendar year preceding guidance and regulations issued thereunder (a “Change in Control”), then: (i) If, during the termination Term or any Extended Term, if applicable, and within three (3) months before or twelve (12) months after such a Change in Control, Employee’s employment is terminated by the Company, without Cause as defined in Section 6(c), Employee shall thereupon be entitled, (A) to receive a “Change in Control Payment” equal to the amount described in Section 6(e), payable in the manner and subject to the Delayed Payment Period described therein; and (B) to have all unvested stock options and shares of employmentrestricted stock, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) if any, then held by Employee fully vest, as of the Code for the year date of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is ; provided that all vested stock options shall be exercisable by Employee, subject in any delay in event to the payment provisions of the severance pay due particular Company plan or program pursuant to which the stock options were granted and to the operation terms of the preceding sentenceactual stock option agreement and option, then once only during the conditions to payment have been met such payment will be paid in a lump sum with interest ninety (90) day period following separation from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heirservice. (ii) In If within three (3) months before or twelve (12) months after such a Change in Control, Employee’s compensation or his functional responsibilities are materially reduced, Employee may in such event, by written notice, elect to voluntarily terminate his employment, and Employee shall thereupon be entitled, in lieu of any payments to which he might otherwise be entitled by reason of the event any amount payable as compensation application of Section 6(d): (A) to receive a Change in Control Payment equal to the Executive under this Agreement when aggregated with any other amounts amount described in Section 6(e), payable as compensation in the manner and subject to the Executive other than Delayed Payment Period described therein; and (B) to have all unvested stock options and shares of restricted stock, if any, then held by Employee fully vest, as of the date of separation from service; provided that all vested stock options shall be exercisable by Employee, subject in any event to the provisions of the particular Company plan or program pursuant to this Agreement would constitute a Parachute Payment, which the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) stock options were granted and to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction terms of the Compensation Committee of actual stock option agreement and option, only during the Company’s Board ninety (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee90) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Paymentday period following separation from service.

Change in Control. If within 12 months following the effective date of a Change in Control, (a) the Company terminates the Executive’s employment without Just Cause; or (b) the Executive resigns from their employment with the Company for Good Reason, effective immediately, by providing the Company with a Notice of Termination specifying the basis for this resignation, then, (c) in addition to the ESA Entitlement and payment of the Accrued Benefits, and in lieu of paying the Executive the Severance Amount pursuant to section 5 (if applicable), subject to the Executive first providing the Company with an executed Release pursuant to section 4(e), the Company shall pay to the Executive an amount (the “Change in Control Severance Amount”) as follows: (i) If during an amount equal to the term greater of entitlement set out in section 5 and 12 months’ Base Salary less an amount equal to the ESA Entitlement provided by the Company to the Executive; plus (ii) an amount equal to the average of the actual annual bonus payments, if any, made to the Executive from the previous 3 calendar years preceding the Date of Termination, pro-rated for the then current calendar year up to and including the Date of Termination. The Company shall pay the Change in Control Severance Amount within 5 business days of the date that the Company receives the signed Release as per section 4(e) of this Agreement, any of provided that the events constituting a Change of Control shall be deemed to have occurredCompany, and following such Change of Controlin its sole discretion, either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of may pay the Change in Control Severance Amount by way of Controlone or more lump sum payments, is terminated for by way of salary continuance or by a combination of both; and (d) notwithstanding anything to the contrary in any reasonapplicable Option Agreement or stock-based award agreement, all Options and other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors stock-based awards held by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times his then current Base Salary immediately accelerate, vest, and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (non-forfeitable as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change Date of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation to the Executive Termination under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Paymentsection 7.

Change in Control. Notwithstanding anything else herein to the contrary, as soon as practicable after the occurrence of a Change in Control, if any, the following shall occur: (ia) If All Key Employees may, regardless of whether still an employee of any Participating Company, elect to cancel all or any portion of any Option no later than ninety (90) days after the Change in Control, in which event the Company shall pay to such electing Key Employee, an amount in cash equal to the excess, if any, of the Current Market Value (as defined below) of the shares of Stock, including Restricted Stock or Deferred Stock, subject to the Option or the portion thereof so canceled over the option price for such shares; provided, however, that no Key Employee shall have the right to elect cancellation unless and until at least six (6) months have elapsed after the date of grant of the option and provided, further, that, if the Key Employee is no longer an employee of any Participating Company, the Option is exercisable at the time of the Change in Control. (b) All Performance Periods shall end and the Company shall pay each Key Employee an amount in cash equal to the value of such Key Employee's Performance Units, if any, based upon the Stock's Current Market Value, in full settlement of such Performance Units. (c) All Restriction Periods shall end and the Company shall pay each Key Employee an amount in cash equal to the Current Market Value of the Restricted Stock held by, or on behalf of, each Key Employee in exchange for such Restricted Stock. (d) All Deferral Periods shall end and the Company shall pay to each Key Employee an amount in cash equal to the current Market Value of the number of shares of Stock equal to the number of shares of Deferred Stock credited to such Key Employee in full settlement of such Deferred Stock. (e) The Company shall pay to each Key Employee all amounts, if any, deferred by such Key Employee under the Plan which are not Performance Units, Restricted Stock or Deferred Stock. (f) The Company may reduce the amount due any Key Employee under this Section by the unpaid balance, if any, of the principal of any loans to such Key Employee under Section 10. (g) For purposes of this Section 15, "Current Market Value" means the highest "Closing Price" during the term of this Agreement, any of period (the events constituting a "Reference Period") commencing thirty (30) days prior to the Change of in Control shall be deemed to have occurred, and following such ending thirty (30) days after the Change of Control; provided that, either (A) if the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise Change in Control occurs as a result of the Change of Control, is terminated for any reason, other than death, disability a tender offer or for Causeexchange offer, or (B) the Executive resigns for any reason from employment with the Company and/or any a merger, purchase of its parent, subsidiaries, affiliates, assets or successors stock or other transaction approved by merger or otherwise, during the 30 day period immediately following the first anniversary stockholders of the effective date Company, Current Market Value means the higher of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of highest Closing Price during the Code for the calendar year preceding the termination of employmentReference Period, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be highest price paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior per share pursuant to such separation from servicetender offer, exchange offer or transaction. The "Closing Price" on any day during the Reference Price means the closing price per share of Stock based upon composite transactions on the national stock exchanges that day. If there is any delay in no public market for the payment of Company's Stock at the severance pay due to the operation of the preceding sentenceapplicable time, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum "Current Market Value" shall be paid to established at the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee discretion of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute PaymentDirectors.

Change in Control. If the Executive's employment shall be terminated within twenty-four (24) months following a Change in Control or concurrent with, or in contemplation of, a Change in Control, unless such termination is (i) If during the term of this Agreement, any of the events constituting a Change of Control shall be deemed to have occurred, and following such Change of Control, either (A) the Executive’s employment with by the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, (ii) by reason of Executive's death or Permanent Disability, or (Biii) by the Executive resigns for any reason from employment with without Good Reason, the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, shall pay to the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater sum of (a) a lump sum equal to two (2) times Executive's annual salary in effect at the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date time written notice of termination of this Agreement without “Cause” or resignation for any reason, or is given; (b) the aggregate amount of incentive payments made to the Executive during the twelve two (122) months times Executive's last paid annual bonus for a calendar year preceding the Change calendar year in which the Date of ControlTermination occurs, or provided that if Executive has been employed by the Company for less than one year on the Date of Termination and has not yet received a bonus for the prior calendar year, then Executive will be entitled to two (2) times Executive's target bonus; and (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to timeaccrued vacation pay, in each case payable in a lump to the extent not theretofore paid (the sum cash payment immediately following such termination or resignation; • continue participation in of the plans and arrangements amounts described in clauses (a), (b) and (fc) of Section 4 (shall be hereinafter referred to as the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”"Severance"); • have all stock options which have been granted . The Company shall pay to the Executive to immediately become fully exercisable and to remain exercisable for the Severance in a period of three (3) months after cash lump sum payment simultaneously with the termination or resignation date of Executive's employment as described in this Section 3. In addition, simultaneously with the termination of Executive's employment as described in this Section 3, (as x) all unvested stock options and stock grants previously awarded to Executive shall immediately and unconditionally vest and Executive shall have the case may be), right to exercise any stock options held by him in accordance with the their terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided but in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), no event shall be paid no earlier Executive have less than the date that is six (6) months following the Executive’s separation from service Date of Termination to exercise said options; (within the meaning of Code Section 409A(a)(2)(A)(iy) of the Code, unless the all units granted to Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due pursuant to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum Company's 1999 Long Term Incentive Compensation Plan shall immediately and unconditionally vest for their maximum cumulative value and be paid to Executive simultaneously with the Executive’s spouse or other designated heir. termination of employment as described in this Section 3; and (iiz) In the event any amount payable as compensation to Company shall provide Executive with continuing coverage under the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Paymentlife, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoingdisability, if the Executive proves to the satisfaction accident and health insurance programs for employees of the Compensation Committee Company generally and under any supplemental programs covering executives of the Company’s Board , as from time to time in effect, for the twenty four (if no 24) month period from such Compensation Committee then is in existencetermination or until Executive becomes eligible for substantially similar coverage under the employee welfare plans of a new employer, then any other committee whichever occurs earlier, provided that Executive's right to elect continued medical coverage after termination of employment under Part 6 of Title I of the Board then performing Employee Retirement Income Security Act of 1974, as amended, shall be deemed satisfied by the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction coverage provided in this clause (z). Executive shall also be entitled to a continuation of all other benefits in effect at the preceding sentence would not constitute time of termination (including, without limitation, automobile, country club, vacation and pension benefits, if applicable) for the twenty four (24) month period following such termination or until Executive becomes eligible for substantially similar benefits from a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Paymentnew employer.

Change in Control. Notwithstanding anything herein to the contrary, if the Company terminates Employee’s employment without Cause or Employee resigns for Good Reason within one (1) month prior to or two (2) years following a Change in Control, in lieu of any payments that Employee would have been entitled to receive pursuant to Section 8(d) or Section 8(e) herein, Employee shall be entitled to receive: (i) If during the term of this AgreementAccrued Obligations, any of the events constituting a Change of Control which shall be deemed to have occurred, and following such Change paid within thirty (30) days after the date of Control, either Employee’s termination of employment; (Aii) Employee’s Target Bonus for the Executiveyear in which Employee’s employment with terminates, prorated through the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as date on which Employee’s employment terminates; (iii) a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive lump-sum cash payment in an amount equal to three (3A) two (2) times Employee’s highest annual Base Salary in effect during the greater of (a) the aggregate amount of incentive payments made 12-month period prior to the Executive date of termination, plus (B) two (2) times Employee’s highest annualized (for any fiscal year consisting of less than 12 full months or with respect to which Employee has been employed by the Company for less than 12 full months) Annual Bonus, paid or payable, including by reason of any deferral, to Employee in respect of the five fiscal years of the Company (or such portion thereof during which Employee performed services for the Company if Employee shall have been employed by the Company for less than such five fiscal year period) immediately preceding the fiscal year in which the Change in Control occurs; (iv) immediate vesting of all outstanding Options and Restricted Stock, and the extension of the option exercise period for twenty-four (24) months; (v) for a period of eighteen (18) months, commencing on the date of Employee’s termination of employment, the Company shall continue to keep in full force and effect all policies of medical, accident, disability and life insurance with respect to Employee and his dependents with the same level of coverage, upon the same terms and otherwise to the same extent as such policies shall have been in effect immediately prior to the date of such termination and the Company shall pay all costs of the continuation of such insurance coverage; and (vi) for a period of twelve (12) months preceding commencing on the date of termination of this Agreement Employee’s employment, Employee shall receive outplacement assistance services from an outplacement agency selected by Employee and the Company shall pay all costs of such services; provided that such costs shall not exceed $15,000 in the aggregate. Following such termination of Employee’s employment by the Company without “Cause” Cause or resignation by Employee for any reason, Good Reason within one (1) month prior to or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the two years following a Change of in Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 20088(g), Employee shall be paid have no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior further rights to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse compensation or any other designated heir. (ii) In the event any amount payable as compensation to the Executive benefits under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.

Change in Control. 4.1 The Company’s Board of Directors has determined that it is appropriate to reinforce and encourage the continued attention and dedication of members of the Company's management, including the Employee, to their assigned duties without distraction in potentially disturbing circumstances arising from the possibility of a change in control of the Company. 4.2 In the event that within one hundred and eighty (180) days of a Change in Control (as defined below) (i) If during the term of this Agreement, any of the events constituting a Change of Control shall be deemed to have occurred, and following such Change of Control, either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, Employee is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employmentterminated, or (ii) (A) Employee’s status, title, position or responsibilities are materially reduced; (B) Employee’s compensation is materially diminished as compared to the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately compensation payable prior to such separation from service. If there the Change in Control; (C) Employee is any delay in the payment of the severance pay required to undertake substantial new business-related travel due to the operation Change in Control; or (D) the Company relocates the location of its offices such that Employee would be reasonably expected to move his primary residence and (iii) Employee terminates his Employment, the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal Company shall pay and/or provide to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paidEmployee, the lump sum following compensation and benefits: (a) The Company shall be paid to pay the Executive’s spouse or Employee, in lieu of any other designated heir. payments due hereunder, (i) the Accrued Compensation and (ii) In the event any amount payable as compensation Severance Payment; and (b) The conditions to the Executive under this Agreement when aggregated with vesting of any outstanding stock options or other amounts payable as compensation incentive awards (including restricted stock, stock options and granted performance shares or units (collectively, the “Awards”) granted to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation Employee under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existencebenefit plans, then or under any other committee of the Board then performing the functions of a compensation committee) with clear incentive plan or arrangement, shall be deemed void and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment such Awards shall be immediately and fully vested and exercisable and such Awards shall be deemed amended to provide that the Company’s tax reporting position in regard to Awards shall remain exercisable for the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment duration of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Paymenttheir original term.

Change in Control. (ia) If during the term of this Agreement, any of the events constituting within six months prior to or within 12 months following a Change of in Control shall be deemed Employer (or any successor to have occurred, and following such Change of Control, either (AEmployer) the terminates Executive’s employment with without Cause, Employer (or its successor) shall, subject to Section 29, pay to Executive (or, in the Company and/or any event of its parentExecutive’s death, subsidiariesExecutive’s estate, affiliatesheirs, or successors by merger or otherwise designated beneficiaries, as the case may be) a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive severance benefit in an amount equal to three (3) times the greater sum of (ai) Executive’s Base Salary as of the date of termination plus (ii) the aggregate amount average of incentive payments made Executive’s Cash Incentive Compensation for the two calendar years immediately preceding the calendar year in which the termination of employment occurs (the “Change in Control Severance Amount”), said Change in Control Severance Amount to the Executive during the twelve (12) months preceding be payable in one lump sum within 60 days after the date of termination of Executive’s employment; provided that, in the event such 60-day period spans two calendar years, the Change in Control Severance Amount shall not be payable under this Agreement without “Cause” or resignation Section 7(a) until the second calendar year. The compensation provided for in this Section 7(a) is, in the context of a Change in Control, intended to be in lieu of the compensation provided for in Section 6(a)(ii) and, if Executive becomes entitled to the compensation provided for in this Section 7(a), Executive will not also be entitled to the compensation provided for in Section 6(a)(ii) and any reason, or compensation previously paid to Executive under Section 6(a)(ii) will be credited against the amount payable to Executive under this Section 7(a). (b) If within six months prior to or 12 months following a Change in Control Executive terminates Executive’s employment with Employer (or its successor) for Good Reason, Employer (or its successor) shall, subject to Section 29, pay to Executive (or, in the aggregate amount event of incentive payments made to the Executive during the twelve (12) months preceding the Change of ControlExecutive’s death, Executive’s estate, heirs, or (c) the calculated Plan awarddesignated beneficiaries, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensationChange in Control Severance Amount (provided that, for the avoidance of doubt, if Executive terminates for Good Reason as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 20081(o)(ii), shall the Change in Control Severance Amount will be paid no earlier than the date that is six (6) months following the determined based on Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) Base Salary immediately prior to such separation from service. If there is any delay the diminution in the payment of the severance pay due Base Salary giving rise to the operation of the preceding sentencetermination for Good Reason), then once the conditions to payment have been met such payment will be paid in a one lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on within 60 days after the date of termination. If termination of Executive’s employment, provided that, in the Executive dies after the date his employment terminates, but before the lump sum amount is paidevent such 60-day period spans two calendar years, the lump sum Change in Control Severance Amount shall not be payable under this Section 7(b) until the second calendar year. The compensation provided for in this Section 7(b) is, in the context of a Change in Control, intended to be in lieu of the compensation provided for in Section 6(b)(i) and, if Executive becomes entitled to the compensation provided for in this Section 7(b), Executive will not also be entitled to the compensation provided for in Section 6(b)(i) and any compensation previously paid to Executive under Section 6(b)(i) will be credited against the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment7(b).

Change in Control. (i) If during the term of this AgreementIf, any of the events constituting a Change of Control shall be deemed to have occurred, and following such Change of Control, either (A) “In Anticipation Of,” as defined below, or within twelve (12) months after a “Change in Control” of the ExecutiveCompany (or any successor), as defined below, the Company involuntarily terminates Employee’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for without Cause, or (B) within twelve (12) month after receiving notice (which notice may be oral) of a Change in Control, the Executive Employee voluntarily elects to retire from full-time service to the Company, then Employee shall receive a lump sum payment equal to two times (2x) the amount that would be required to be paid to Employee as a Lump Sum Payment under Section 5(d) upon Employee’s termination other than for Cause (hereinafter the “Change in Control Payment”). If Employee voluntarily resigns for following a Change in Control, the Employee may continue to render, on a non-exclusive basis, such consulting and advisory services to the Company as Employee may in his sole discretion accept; provided, however, that any reason from employment such consulting and advisory services and the conditions under which they shall be performed shall be fully in keeping with the position or positions Employee held under this Agreement. In the event that any economic benefit, payment or distribution by the Company and/or to or for the benefit of Employee, whether paid, payable, distributed or distributable, pursuant to this Section 7 or otherwise In Anticipation Of or following a Change in Control, including, if applicable, the vesting of Employee’s stock options (hereinafter, the “Total Payments”), would result in all or a portion of such Total Payments being subject to excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties with respect to such excise tax (such excise tax and any applicable interest and penalties, collectively referred to in this Agreement as the “Excise Tax”), then the Employee’s Total Payments (including the Change in Control Payment) shall be either (A) the full payment or (B) such lesser amount that would result in no portion of the Total Payment being subject to Excise Tax, whichever of the foregoing amounts, taking into account the applicable Federal, state, and local employment taxes, income taxes, and the Excise Tax, results in the receipt by Employee, on an after-tax basis, of the greatest amount of Total Payments notwithstanding that all or some portion of the Total Payments may be taxable under Section 4999 of the Code. All determinations required to be made under this Section 7(a) shall be made by the Company’s regular outside independent public accounting firm immediately prior to the event triggering the payments that are subject to the Excise Tax, which firm must be reasonably acceptable to Employee (the “Accounting Firm”). The Company shall cause the Accounting Firm to provide detailed supporting calculations of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during determinations to the 30 day period immediately following Company and Employee. Notice must be given to the first anniversary Accounting Firm within twenty (20) business days after an event entitling Employee to a Change in Control Payment under this Agreement. All fees and expenses of the effective date Accounting Firm shall be borne solely by the Company. The Accounting Firm’s determinations must be made with substantial authority (within the meaning of Section 6662 of the Change Code). For the purposes of Control all calculations under Sections 4999 and 280G of the Code and the application of this Section 7, Company and Employee hereby elect and agree to make all determination as to present value using 120 percent of the applicable Federal rate (determined under Section 1274(d) of the Code) compounded monthly, as in effect on the date such calculation is made. The Company agrees to reimburse Employee (on an after-tax basis) for his reasonable legal and other professional expenses of pursuing any reasonable contest, claim or cause of action (including any claim of tax refund) on his own behalf that may arise (notwithstanding the application of the foregoing provisions of this Section 7) as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, Internal Revenue Service seeking to impose an Excise Tax on Employee or (ii) the maximum amount that may be taken into account under Section 401(a)(17Company (or any successor) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior withholding or seeking to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or withhold any portion of the amount of Change in Control Payment or any Excise Tax from any payment or benefit to Employee without Employee’s consent. Unless Employee shall have given prior written notice to the Company to effectuate a reduction provided in the preceding sentence would not constitute Total Payments in a Parachute Payment and that manner other than as set forth below, if such a reduction is required, the Company’s tax reporting position Company shall reduce or eliminate the Total Payments by first reducing or eliminating the Change in regard to the payment is overwhelmingly likely to be sustainedControl Payment, then the reduction provided in the preceding sentence shall be adjusted to permit payment by reducing or eliminating any accelerated vesting of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Paymentstock options, then by reducing or eliminating any other remaining Total Payments.

Change in Control. (i) If during the term of this Agreement, any Upon a Change in Control of the events constituting a Change of Control shall be deemed Company, notwithstanding anything to have occurred, and following such Change of Control, either (A) the Executive’s employment with the Company and/or contrary in any of its parent, subsidiaries, affiliates, applicable option agreement or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger stock-based award agreement or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of vesting schedule for (a) the aggregate amount of incentive payments made to unvested stock options and other stock-based awards held by the Executive during as of the date of such Change in Control and which are subject to time-based vesting only and (b) performance-based restricted stock units held by the Executive as of the date of such Change in Control for which the performance criteria has been met (i.e., the portion of Restricted Stock Units that, as of the Date of Termination, are set to vest within the next twelve (12) months preceding because initial vesting has already occurred), shall immediately accelerate by one hundred percent (100%) and such accelerated awards shall become fully exercisable, vested and/or nonforfeitable, and in the case of restricted stock units, payable as of the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the such Change of in Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In addition, if within twelve (12) months after a Change in Control, the event any amount payable Executive’s employment is terminated by the Company without Cause as compensation provided in Section 3(d) or the Executive terminates his employment for Good Reason as provided in Section 3(e), then, subject to the Executive under this Agreement when aggregated with any other amounts payable as compensation signing a Release and, if applicable, the expiration of the seven-day revocation period for the Release within the 60 day period following the Date of Termination: (A) the Company shall pay the Executive an amount equal to the Executive other than pursuant to this Agreement would sum of (x) one times the Executive’s Base Salary and (y) one times the Executive’s target annual incentive compensation for the then current fiscal year (the “CIC Amount”). The CIC Amount shall be paid within 60 days after the Date of Termination in a lump sum in cash; provided that if such 60 days period begins in one calendar year and ends in a second calendar year, the CIC Amount shall be paid in the second calendar year; and provided further, that if the Change in Control does not constitute a Parachute Payment“change in ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company for purposes of Section 409A of the Code, the amount payable CIC Amount shall be paid at the same time and on the same schedule as compensation under provided in Section 5(c)(i4(b)(i) with respect to the Severance Amount; and (B) the Company shall provide the COBRA benefits as set forth in Section 4(b)(ii) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.

Change in Control. During the Term, if within twenty-four (24) months after a Change in Control, the Executive’s employment is terminated by the Bank without Cause as provided in Section 5(d) or the Executive terminates his employment for Good Reason as provided in Section 5(e), the Bank shall pay the Executive his Accrued Benefits. In addition, the Executive shall be entitled to the following: (i) If during The Bank shall pay to the term of this Agreement, any of the events constituting Executive a Change in Control severance payment (“Change in Control Severance Payment”) in an amount equal to two (2) times the sum of Control shall be deemed to have occurred, and following such Change of Control, either (A) the Executive’s employment with current Base Salary (or the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of Executive’s Base Salary in effect immediately prior to the Change of in Control, is terminated for any reasonif higher), other than death, disability or for Cause, or plus (B) the highest annual incentive cash compensation earned by the Executive resigns for any reason from employment pursuant to Section 3(b) with respect to the two (2) most recent fiscal years ending before or simultaneously with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of in Control. The Change in Control as a result of the Change of Control, the Executive Severance Payment shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from payment no later than five (5) business days after the date the Executive’s employment terminates at a rate of interest equal Termination Date, subject to Section 8(a) hereof, solely to the 6-month Treasury ▇▇▇▇ rate in effect on extent required to avoid penalties under Section 409A of the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir.Code; and (ii) In the event of the Executive’s termination of employment for reasons that would entitle the Executive to the Severance Amount under Section 7(a)(i) above, the Executive and his eligible family members will be entitled to continuing medical and dental coverage under Internal Revenue Code Section 4980B (“COBRA”), provided however, that the Company and/or the Bank shall pay the cost of the Executive’s (and, to the extent eligible, the Executive’s family members’) continuing medical and dental coverage, as in effect on the Termination Date, and as amended from time to time thereafter, for a period of eighteen (18) months following such Termination Date (the “COBRA Period”), to the extent that the Executive and his family members elect COBRA continuation coverage for such period. In the event that paying the cost of such coverage on a non-taxable basis would result in penalties or excise taxes to the Bank or the Bank is unable to provide such coverage on a non-taxable basis, then the cost of any such COBRA coverage which is funded by the Bank shall be includable in the taxable income of the Executive. In addition, following any termination of employment under this Section 7, the Bank will pay to the Executive, in a single lump sum cash distribution, an amount payable as compensation equal to the sum of the estimated costs of: (A) medical and dental coverage for the Executive and his eligible family members for a period of an additional six (6) months, determined immediately prior to the termination of his employment, based on the coverage and cost levels in effect for the Executive and his family on the Termination Date, plus (B) life insurance coverage provided by the Bank for a period of two (2) years following the Executive’s Termination Date (based on the cost of providing such coverage to Executive immediately prior to his Termination Date). The lump sum cash payments described in Section 7(a)(ii) above shall be paid to the Executive under this Agreement when aggregated with any other amounts payable within the five (5) days following the Termination Date. If, at the Termination Date, the Executive is a Specified Employee as compensation defined in Section 8(a) hereof, then, solely to the Executive other than pursuant extent required to this Agreement would constitute a Parachute Payment, the amount payable as compensation avoid penalties under Section 5(c)(i) 409A of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments Code, such payment shall be made in good faith by within the Company. Notwithstanding first thirty (30) days after the foregoing, if the Executive proves to the satisfaction first day of the Compensation Committee of the Company’s Board (if no seventh calendar month commencing after such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute PaymentTermination Date.

Change in Control. During the Term, if during the Change in Control Period, the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates his employment for Good Reason as provided in Section 3(e), then, subject to the Executive signing a Separation Agreement and Release that conforms with the requirements of Section 5(b)(i) and the Separation Agreement and Release becoming fully irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement and Release), which shall include a seven (7) business day revocation period: (i) If during the term Company shall pay the Executive a lump sum in cash in an amount equal to one times the sum of this Agreement, any of the events constituting a Change of Control shall be deemed to have occurred, and following such Change of Control, either (A) the Executive’s employment with then current Base Salary (or the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of Executive’s Base Salary in effect immediately prior to the Change of in Control, is terminated for any reason, other than death, disability or for Cause, or if higher) plus (B) the Executive resigns Executive’s Target Bonus for the then current year; and (ii) notwithstanding anything to the contrary in any reason from employment with the Company and/or any of its parentapplicable option agreement or other equity award agreement, subsidiaries, affiliates, or successors all outstanding equity grants subject to time-based vesting held by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination; and (3iii) times his if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made Company shall pay to the Executive during the a monthly cash payment for twelve (12) months preceding or the date of termination of this Agreement without “Cause” or resignation for any reasonExecutive’s COBRA health continuation period, or (b) whichever ends earlier, in an amount equal to the aggregate amount of incentive payments monthly employer contribution that the Company would have made to provide health insurance to the Executive during if the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, Executive had remained employed by the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case . The amounts payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (bunder Sections 6(a)(i) and (fiii) shall be paid or commence to be paid within 60 days after the Date of Section 4 (Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments, to the extent permissible by law and the terms of such plans and arrangements) for the period of thirtythey qualify as “non-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized qualified deferred compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment 409A of the severance pay due Code, shall be paid or commence to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith second calendar year by the Companylast day of such 60-day period. Notwithstanding the foregoing, if the Executive proves to the satisfaction breaches any of the Compensation Committee provisions contained in Section 8 of the Company’s Board (if no such Compensation Committee then is in existencethis Agreement, then any other committee of the Board then performing the functions of a compensation committeeall payments under this Section 6(a) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Paymentimmediately cease.

Change in Control. If within eighteen (18) months after the occurrence of the first event constituting a Change in Control, Executive’s employment is terminated by the Company without Cause as provided in Subparagraph 6(d) or Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), then, subject to terms of section 19(a), and subject to the Executive’s executing a general release of claims in the form attached hereto as Exhibit A within 21 days after the Date of Termination and the expiration of the seven-day revocation period applicable thereto, commencing on the later of (i) If during the term of this Agreement, any last day of the events constituting a Change period for signing and revoking the general release of Control shall be deemed to have occurredclaims in the form set forth in Exhibit A hereof (“Release”), and following such Change of Control, either or (Aii) ninety (90) days after the Executive’s employment with is terminated as provided above in this Section 8(a): (i) In lieu of any amounts otherwise payable pursuant to Subparagraph 7(d)(i), the Company and/or any shall pay Executive a single lump sum in cash equal to three times the sum of its parent, subsidiaries, affiliates, (A) Executive’s current or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or most recent annual Base Salary plus (B) Executive’s most recent annual cash incentive compensation under Subparagraph 3(a) for the most recent fiscal year, excluding any sign-on bonus, retention bonus or any other special bonus; (ii) Notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement and in lieu of any acceleration of vesting that would otherwise occur pursuant to Subparagraph 7(d)(ii), upon a Change in Control, all stock options and other stock-based awards granted to Executive resigns for any reason from employment with by the Company and/or any of its parent, subsidiaries, affiliates, shall immediately accelerate and become exercisable or successors by merger or otherwise, during the 30 day period immediately following the first anniversary non-forfeitable as of the effective date of the such Change of Control as a result of the Change of in Control, the . Executive shall also be entitled to: • receive three (3) times his then current Base Salary to any other rights and benefits with respect to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made stock-related awards, to the Executive during extent and upon the twelve (12) months preceding terms provided in the date of termination of this Agreement without “Cause” employee stock option or resignation for incentive plan or any reason, agreement or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case other instrument attendant thereto pursuant to any incentive compensation plan, including without limitation, which such options or awards were granted; and (iii) In lieu of the Company’s Executive Performance Incentive Planobligations to pay health insurance premiums pursuant to Subparagraph 7(d)(iii), as amended from time to timethe Company shall, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three one (31) months after year commencing on the termination or resignation date (Date of Termination, pay such health insurance premiums as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008)necessary to allow Executive, shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation and dependents to continue to receive health insurance coverage substantially similar to the Executive under this Agreement when aggregated with any other amounts payable as compensation coverage they received prior to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) Date of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute PaymentTermination.

Change in Control. (ia) If during the term of this Agreement, any of the events constituting within six months prior to or within 12 months following a Change of in Control shall be deemed Employer (or any successor to have occurred, and following such Change of Control, either (AEmployer) the terminates Executive’s employment with without Cause, Employer (or its successor) shall, subject to Section 28, pay to Executive (or, in the Company and/or any event of its parentExecutive’s death, subsidiariesExecutive’s estate, affiliatesheirs, or successors by merger or otherwise designated beneficiaries, as the case may be) a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive severance benefit in an amount equal to three (3) two times the greater sum of (ai) Executive’s Base Salary as of the date of termination plus (ii) the aggregate amount average of incentive payments made Executive’s Cash Incentive Compensation for the two calendar years immediately preceding the calendar year in which the termination of employment occurs (the “Change in Control Severance Amount”), said Change in Control Severance Amount to the Executive during the twelve (12) months preceding be payable in one lump sum within 60 days after the date of termination of Executive’s employment; provided that, in the event such 60-day period spans two calendar years, the Change in Control Severance Amount shall not be payable under this Agreement without “Cause” or resignation Section 6(a) until the second calendar year. The compensation provided for in this Section 6(a) is, in the context of a Change in Control, intended to be in lieu of the compensation provided for in Section 5(a)(ii) and, if Executive becomes entitled to the compensation provided for in this Section 6(a), Executive will not also be entitled to the compensation provided for in Section 5(a)(ii) and any reason, or compensation previously paid to Executive under Section 5(a)(ii) will be credited against the amount payable to Executive under this Section 6(a). (b) If within six months prior to or 12 months following a Change in Control Executive terminates Executive’s employment with Employer (or its successor) for Good Reason, Employer (or its successor) shall, subject to Section 28, pay to Executive (or, in the aggregate amount event of incentive payments made to the Executive during the twelve (12) months preceding the Change of ControlExecutive’s death, Executive’s estate, heirs, or (c) the calculated Plan awarddesignated beneficiaries, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensationChange in Control Severance Amount (provided that, for the avoidance of doubt, if Executive terminates for Good Reason as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 20081(n)(ii), shall the Change in Control Severance Amount will be paid no earlier than the date that is six (6) months following the determined based on Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) Base Salary immediately prior to such separation from service. If there is any delay the diminution in the payment of the severance pay due Base Salary giving rise to the operation of the preceding sentencetermination for Good Reason), then once the conditions to payment have been met such payment will be paid in a one lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on within 60 days after the date of termination. If termination of Executive’s employment, provided that, in the Executive dies after the date his employment terminates, but before the lump sum amount is paidevent such 60-day period spans two calendar years, the lump sum Change in Control Severance Amount shall not be payable under this Section 6(b) until the second calendar year. The compensation provided for in this Section 6(b) is, in the context of a Change in Control, intended to be in lieu of the compensation provided for in Section 5(b)(i) and, if Executive becomes entitled to the compensation provided for in this Section 6(b), Executive will not also be entitled to the compensation provided for in Section 5(b)(i) and any compensation previously paid to Executive under Section 5(b)(i) will be credited against the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment6(b).

Change in Control. (i) If during In the term of this Agreement, any of the events constituting a Change of Control shall be deemed to have occurred, and following such Change of Control, either (A) the event that Executive’s 's employment with the Company and/or is terminated pursuant to Section 8(a) above at any time during the period commencing on the sixtieth (60th) day preceding a Change in Control and continuing through the second anniversary thereof (the "CIC Period"), then in lieu of its parentobligations pursuant to Section 8(a) above, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any will: (i) for a period of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding from the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • , continue participation in to pay the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date Base Salary (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the such termination or resignation) to Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. in accordance with Section 4(a) of this Agreement; (ii) In provide continuing medical coverage described in section 4980B of the event any Internal Revenue Code of 1986, as amended (sometimes referred to as "COBRA coverage") at a rate not to exceed the required employee contribution for such medical coverage provided for the Company's active employees (which period will be counted toward the Company's obligation to provided COBRA coverage); (iii) permit Executive to continue to participate, at employee contribution rates, in the Company's life and accidental death policies (or substantially similar benefits) provided to Executive immediately prior to termination or resignation; (iv) pay to Executive an amount payable as compensation equal to the targeted maximum Annual Bonus; (v) pay to Executive under this Agreement when aggregated with any other amounts payable as compensation an amount equal to the Executive other than pursuant to this Agreement would constitute a Parachute Paymenttargeted maximum Annual Bonus, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or less any portion of the amount Annual Bonus already paid to Executive, pro-rated on the basis of (A) a 365 day year and (B) the number of days during such calendar year that Executive was employed by the Company; and (vi) accelerate the vesting of the reduction one hundred percent (100%) of the Options. Thereafter, the Options will continue to be subject to the terms, definitions and provisions of the Stock Plan and Option Agreement. Following the expiration of the CIC Period the provisions of Section 8(a) will be in full force and effect. Except as may be otherwise specifically provided in an amendment of this Section 8 adopted in accordance with Section 20, the preceding sentence would not constitute a Parachute Payment and Executive's rights under this Section 8 will be in lieu of any benefits that may be otherwise payable to or on behalf of the Company’s tax reporting position in regard Executive pursuant to the payment is overwhelmingly likely to be sustainedterms of any severance pay arrangement of the Company or any of its Affiliates or any other, then similar arrangement of the reduction provided in the preceding sentence shall be adjusted to permit payment Company or any of so much its Affiliates providing benefits upon involuntary termination of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Paymentemployment.

Change in Control. (ia) If If, during the term of this AgreementTerm, any of the events constituting there should be a Change of Control (as defined herein), and within one year thereafter either (i) Executive's employment should be terminated for any reason other than for Cause or (ii) Executive terminates Executive's employment for Good Reason (other than under Section 4.4(c)(vi)), Company shall, on or before Executive's last day of full-time employment hereunder, pay to Executive, the amounts set forth in Section 4.4 above, provided that it is the intention of the parties that the payments under this Section 4.5 shall not constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended. Accordingly, notwithstanding anything in this Agreement to the contrary, if any of the amounts otherwise payable under this Section would constitute "excess parachute payments," or if the independent accountants acting as auditors for Company on the date of the Change in Control determine that such payments may constitute "excess parachute payments," then the amounts otherwise payable under this Agreement shall be reduced to the maximum amounts that may be paid without any such payments constituting, or potentially constituting, "excess parachute payments." (b) Upon the occurrence of a Change in Control, any stock options previously granted to Executive that are not then exercisable, ie. unvested, shall immediately vest and become exercisable by Executive . The Company shall execute all necessary amendments to the applicable stock option plans and agreements provided such amendments are permitted by law and will not adversely affect the tax status or qualification of the plan as an Incentive Stock Option Plan or Non-qualified Stock Option Plan. (c) Upon making the payments described in this Section 4.5, Company shall have no further obligation to Executive hereunder. (d) A "Change in Control" of Company shall be deemed to have occurred, and following such Change of Control, either occurred if: (A1) the Executive’s employment with the Company and/or at any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding time after the date of termination of this Agreement without “Cause” or resignation for any reasonhereof, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: there shall occur (i) any consolidation or merger of Company in which Company is not the Executive’s annualized compensationcontinuing or surviving corporation or pursuant to which the shares of common stock of Company ("Common Stock") would be converted into cash, as defined in Section 409A of the Code for the calendar year preceding the termination of employmentsecurities or other property, or (ii) the maximum amount that may be taken into account under Section 401(a)(17any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of assets accounting for 50% or more of total assets or 50% or more of the Code for total revenues of Company, other than, in case of either (i) or (ii) a consolidation or merger with, or transfer to, a corporation or other entity of which, or of the year parent entity of termination which, immediately following such consolidation, merger or transfer, ($230,000 for 2008), shall be paid no earlier x) more than 50% of the date that combined voting power of the then outstanding voting securities of such entity entitled to vote generally in the election of directors (or other determination of governing body) is six (6) months following the Executive’s separation from service then beneficially owned (within the meaning of Code Section 409A(a)(2)(A)(iRule 13d-3 under the Securities Exchange Act of 1934) by all or substantially all of the Code, unless the Executive is not a “specified employee” within the meaning individuals and entities who were such owners of Code Section 409A(a)(2)(B)(i) Common Stock immediately prior to such separation from service. If there is any delay consolidation, merger or transfer in substantially the payment same proportion, as among themselves, as their ownership of Common Stock immediately prior to such sale consolidation, merger or transfer, or (y) a majority of the severance pay due to the operation directors (or other governing body) consists of members of the preceding sentence, then once the conditions to payment have been met such payment will be paid Board of Directors of Company in a lump sum with interest from office on the date hereof for purposes of (2) below or approved as provided in (2) below; (2) at any time after the Executive’s employment terminates at a rate date hereof, (x) members of interest equal to the 6-month Treasury Board of Directors of Company in office on the date hereof (including any designated as contemplated by Section 4.2 of the Stock Purchase Agreement made as of April 16, 1998 between Company and David Brodsky) plus (y) any ne▇ ▇▇▇▇▇▇▇▇ rate (▇xcluding a director designated by a person or group who has entered into an agreement with Company to effect a transaction described in effect Section 4.5(d)(1)) whose election by the Board of Directors of Company or nomination for election by Company's stockholders was approved by (i) Executive (if a director) or (ii) a vote of at least a majority of the directors then still in office who either were directors on the date hereof or whose election or nomination for election was previously so approved, shall cease for any reason to constitute a majority of termination. If the Executive dies Board; or (3) at any time after the date his employment terminates, but before the lump sum amount is paidhereof, the lump sum shall be paid to the Executive’s spouse stockholders of Company approve a complete liquidation or dissolution of Company, except in connection with a recapitalization or other designated heir. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would transaction which does not otherwise constitute a Parachute Payment, the amount payable as compensation under Change of Control for purposes of Section 5(c)(i4.5(a)(1) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Paymentabove.

Change in Control. (a) In the event of a Change in Control (as defined herein) of the Company, (i) If during all stock options, restricted stock, and all other equity awards granted to Executive prior to the term of this AgreementChange in Control will immediately vest in full, any of the events constituting (ii) if, within ninety (90) days prior to a Change of Control shall be deemed to have occurred, and following such Change of in Control, either the Company terminates the employment of Executive for reasons other than for Good Cause, death or Continued Disability, or Executive terminates employment for Good Reason, then, the Company will (x) pay the Executive the sum of (A) accrued but unpaid salary through the Executive’s employment termination date (paid in accordance with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result normal practices of the Change of ControlCompany), is terminated for any reason, other than death, disability or for Cause, or (B) the expenses incurred by Executive resigns prior to his termination date for any reason from employment with the Company and/or any which Executive is entitled to reimbursement under (and paid in accordance with) Section 4 herein, and (C) provided that Executive is not in default of its parenthis obligations under Section 7, subsidiaries, affiliates8, or successors by merger or otherwise9 herein, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three twelve (312) times months’ base salary ((A) through (C), being hereinafter referred to, collectively, as the greater “Change in Control Separation Benefits”) and (y) provide the COBRA Coverage, and all other stock options, restricted stock, and other equity awards granted to Executive will immediately vest in full as of the date of termination and will remain exercisable until the earlier of the end of the applicable option period or one hundred and eighty (a180) days from the aggregate amount date of incentive payments made to the Executive during the Executive’s termination of employment, and (iii) if, within twelve (12) months preceding following a Change in Control, the Company terminates the employment of Executive for reasons other than for Good Cause, death or Continued Disability or Executive terminates employment for Good Reason, then (a) the Company will provide the Change in Control Separation Benefits and the COBRA Coverage, and (b) all stock options, restricted stock, and other equity awards granted to Executive will immediately vest in full as of the date of termination and will remain exercisable until the earlier of the end of the applicable option period or one hundred and eighty (180) days from the date of Executive’s termination of employment. In the event Executive seeks to terminate his employment for Good Reason, such termination will not be treated for purposes of this Agreement without “Cause” or resignation Section 13 as a termination for any reason, or Good Reason unless Executive provides the Company with notice of the existence of the condition claimed to constitute Good Reason within ninety (90) days of the initial existence of such condition and the Company fails to remedy such condition within thirty (30) days following the Company’s receipt of such notice. (b) the aggregate amount For purposes of incentive payments made to the Executive during the twelve (12) months preceding the this Agreement, “Change of in Control, or (c) the calculated Plan award, in, each case pursuant to ” means any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.events:

Change in Control. If (i) If during the term of this Agreement, any of the events constituting anytime between 3 months before and 12 months after a Change of Control shall be deemed to have occurred, and following such Change of in Control, either (A) the Executive’s employment with is terminated by the Company and/or any of its parentwithout Cause as provided in Section 4(d) or the Executive terminates the Executive’s employment for Good Reason as provided in Section 4(e), subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (Bii) the Executive resigns for any reason from employment signs the Release within 21 days (or such other time as is required by law to make the Release effective and is set forth in the Release) of the receipt of the Release and does not revoke the Release during the seven-day revocation period, and (iii) the Executive complies with the Restrictive Covenants, then (i) the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, shall pay the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three one (31) times the greater Executive’s then annual Base Salary and such amount shall be paid out in a lump sum on the first payroll date after the Date of Termination or the expiration of the seven-day revocation period for the Release, if later; provided, however, if the Company has not provided the Executive with a form of Release reasonably satisfactory to the Company by February 1st following the calendar year in which the Date of Termination occurs then such amount shall be paid out no later than March 15th following the calendar year in which the Date of Termination occurs; (aii) upon the Date of Termination, all stock options and other stock-based awards held by the Executive in which the Executive is not vested shall fully vest and such vested amount shall become exercisable or nonforfeitable as of the Date of Termination (and with respect to each stock option, such stock option shall be exercisable until the earlier of 3 months after the Date of Termination or the date of expiration of the stock option pursuant to the applicable plan and/or award agreement pursuant to which the stock option was granted); and (iii) the aggregate amount of incentive payments made to Company shall allow the Executive during to continue to participate, at the Executive’s election, in the Company’s then current health insurance plan and any other Company plan in which employees are generally permitted to continue to participate post-termination of employment, and in which the Executive was enrolled at the time of such termination and at the Company’s expense for the initial period of twelve (12) months preceding from the date Date of termination of this Agreement without “Cause” or resignation for any reasonTermination; provided, or (b) the aggregate amount of incentive payments made however, that such continued participation shall in all cases be subject to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by applicable law and the plan’s terms of such plans and arrangements) for the period of thirtyconditions governing participation by non-six (36) months employees after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the their termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.

Change in Control. In the event there is a Change in Control of Company (i) If during which term is defined in Section 22), then: 10.5.1 In the term event this Agreement is terminated on or prior to the first anniversary of this Agreement, any of the events constituting a Change of Control Control: (a) by us under Section 10.1 by reason of your death or disability or under Section 10.2 (Employer’s No Cause Termination) or (b) by you under Section 10.3 (Employee’s Good Cause Termination), then all of your options, SARs or Other Rights, if any, which would have vested but for such termination during the shorter of twelve (12) months of the date of termination or the remainder of the Specified Term shall be deemed to have occurredbecome vested and immediately exercisable. However, and following such so long as you remain employed by us after a Change of Control, either your options, SARs or Other Rights would not be accelerated, and if your employment was terminated by us under Section 10.1 (A) the ExecutiveEmployer’s employment with the Company and/or any For Cause Termination), other than by reason of its parent, subsidiaries, affiliatesdeath or disability, or successors by merger you under Section 10.4 (Employee’s No Cause Termination), your stock options, SARs or otherwise Other Rights would be exercisable only to the extent they were exercisable at the date of termination. 10.5.2 If the Change of Control results from an exchange of outstanding common stock as a result of which the common stock of MGM MIRAGE is no longer publicly held, then all your options to purchase common stock of MGM MIRAGE, SARs and Other Rights will vest or be exercisable, as applicable, at the time or times they would otherwise have vested or been exercisable for the consideration (cash, stock or otherwise) which the holders of MGM MIRAGE common stock received in such exchange. For example, if immediately prior to the Effective Date, you had vested and exercisable options to acquire 5,000 shares of MGM MIRAGE’s common stock and the exchange of stock is one share of common stock of MGM MIRAGE for two shares of common stock of the acquiring entity, then your options will be converted into options to acquire, upon payment of the exercise price, 10,000 shares of the acquiring entity’s common stock. If, in addition, you had vested but unexercisable stock options, at the time those options became exercisable, each option would, on exercise and payment of the exercise price, entitle you to receive two shares of the acquiring company’s common stock. 10.5.3 If the Change of Control results from a sale of MGM MIRAGE’s outstanding common stock for cash with the result that MGM MIRAGE’s common stock is no longer publicly held, then upon the Change of Control, is terminated all of your options to purchase common stock of MGM MIRAGE, SARs and Other Rights that are vested on the date of such Change in Control will be cashed out within 30 days after such Change in Control for any reasonan amount of cash equal to the difference between the purchase price and the exercise price for the options, other than deathSARs or Other Rights. Any options, disability SARs or for Cause, or (B) Other Rights that are not vested on the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change in Control will continue to vest and become exercisable, as applicable, at the time or times they would otherwise have vested or been exercisable, and within 30 days after any option, SAR or Other Right becomes vested or exercisable, as applicable, it will be cashed out for an amount of Control as a result cash equal to the difference between the purchase price and the exercise price for the options, SARs or Other Rights. For example, if immediately prior to the Change in Control, you have vested and exercisable options to acquire 2,000 shares of MGM MIRAGE’s common stock at an exercise price of $35, and the purchase price for MGM MIRAGE common stock was $40, then you would be entitled to receive $10,000 in full satisfaction of those vested options (2,000 shares times $5 per share). If, in addition, you had unvested stock options with an exercise price of $35 at the time of the Change of in Control, at the Executive shall time those options became vested, you would be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater $5, net of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation applicable taxes, for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, option that became vested in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the full satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Paymentoption.

Change in Control. (a) In the event of a Change in Control in which the Restricted Stock Units will not be continued, assumed or substituted with Substitute Awards (as defined below), all of the Restricted Stock Units not otherwise forfeited shall vest immediately on the day immediately prior to the date of the Change in Control; provided, however, that in the event of a Change in Control occurring prior to the Compensation Committee Certification, the Operating Income requirements of the Target Level in Section 5(c) of this Agreement shall automatically be deemed satisfied for purposes of determining the number of Restricted Stock Units that will be forfeited and will vest. (b) In the event of a Change in Control (i) If during occurring prior to the term Compensation Committee Certification, and (ii) following which the Restricted Stock Units will be continued, assumed or substituted with Substitute Awards, no Compensation Committee Certification shall be required and the Operating Income requirements of the Target Level in Section 5(c) of this Agreement shall be automatically deemed satisfied, with such number of Substitute Awards not otherwise forfeited vesting in three equal annual installments on the dates set forth in Section 5(c) of this Agreement, any unless otherwise accelerated pursuant to Section 5(e). (c) In the event of the events constituting a Change of in Control shall be deemed to have occurred(i) occurring following the Compensation Committee Certification, and (ii) following such Change of Controlwhich the Restricted Stock Units will be continued, either (Aassumed or substituted with Substitute Awards, any Substitute Awards not otherwise forfeited shall vest in three equal annual installments on the dates set forth in Section 5(b), 5(c) the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B5(d) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reasonAgreement, or as applicable, unless otherwise accelerated pursuant to Section 5(e). (d) If the Restricted Stock Units are substituted with Substitute Awards as set forth in subclauses (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) of this Section 6, and within 12 months following the calculated Plan award, in, each case pursuant to any incentive compensation plan, including Change in Control the Grantee is terminated by the Successor (or an affiliate thereof) without limitationCause (as defined above) or resigns for Good Reason, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment Substitute Awards not otherwise forfeited shall immediately following vest upon such termination or resignation; • continue participation in provided, however, that if the plans and arrangements described in clauses (b) and (f) of Section 4 (to Company determines that the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that Grantee is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i409A, then to the extent any payment under this Agreement on account of the Grantee’s separation from service would be considered nonqualified deferred compensation under Section 409A, such payment shall be delayed until the earlier of (i) immediately prior to the date that is six months and one day after the date of such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentenceemployment, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on or (ii) the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the ExecutiveGrantee’s spouse or other designated heirdeath. (iie) In Unless otherwise specified above in Section 5(e) or 6(d), on the event any amount payable first business day after each vesting date set forth in Sections 6(a), (b), (c) or (d), as compensation applicable, the Company shall deliver to Grantee the Executive under this Agreement when aggregated with any other amounts payable as compensation shares of stock to which the Executive other than pursuant Restricted Stock Units or Substitute Awards relate. (f) The following definitions shall apply to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.6:

Change in Control. If (i) If during the term of this Agreement, any of the events constituting anytime between 3 months before and 12 months after a Change of Control shall be deemed to have occurred, and following such Change of in Control, either (A) the Executive’s employment with is terminated by the Company and/or any of its parentwithout Cause as provided in Section 4(d) or the Executive terminates the Executive’s employment for Good Reason as provided in Section 4(e), subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (Bii) the Executive resigns for any reason from employment signs the Release within 21 days (or such other time as is required by law to make the Release effective and is set forth in the Release) of the receipt of the Release and does not revoke the Release during the seven-day revocation period, and (iii) the Executive complies with the Restrictive Covenants, then (i) the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, shall pay the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) 1.5 times the greater of (a) the aggregate Executive’s then annual Base Salary and such amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable shall be paid out in a lump sum cash payment immediately following such termination on the first payroll date after the Date of Termination or resignationthe expiration of the seven-day revocation period for the Release, if later; • continue participation in provided, however, if the plans and arrangements described in clauses (b) and (f) Company has not provided the Executive with a form of Section 4 (Release reasonably satisfactory to the extent permissible Company by law and February 1st following the terms calendar year in which the Date of Termination occurs then such plans and arrangementsamount shall be paid out no later than March 15th following the calendar year in which the Date of Termination occurs; (ii) for upon the period Date of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have Termination, all stock options and other stock-based awards held by the Executive in which have been granted the Executive is not vested shall fully vest and such vested amount shall become exercisable or nonforfeitable as of the Date of Termination (and with respect to each stock option, such stock option shall be exercisable until the earlier of 3 months after the Date of Termination or the date of expiration of the stock option pursuant to the applicable plan and/or award agreement pursuant to which the stock option was granted); and (iii) the Company shall allow the Executive to immediately become fully exercisable and continue to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be)participate, in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) at the Executive’s annualized compensationelection, as defined in Section 409A of the Code for the calendar year preceding the Company’s then current health insurance plan and any other Company plan in which employees are generally permitted to continue to participate post-termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless and in which the Executive is not a “specified employee” within was enrolled at the meaning time of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates termination and at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no expense for the initial period of 18 months from the Date of Termination; provided, however, that such Compensation Committee then is continued participation shall in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard cases be subject to the payment is overwhelmingly likely to be sustained, then applicable law and the reduction provided in the preceding sentence shall be adjusted to permit payment plan’s terms and conditions governing participation by non-employees after their termination of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Paymentemployment.

Change in Control. (i) If during the term of this Agreement, any Upon a Change in Control of the events constituting a Change of Control shall be deemed Company, notwithstanding anything to have occurredthe contrary in any applicable option agreement or stock-based award agreement, the vesting schedule for stock options and following such Change of Control, either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors other stock-based awards held by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any as of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or such Change in Control shall immediately accelerate by one hundred percent (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b100%) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately accelerated awards become fully exercisable and to remain exercisable for a period exercisable, vested and/or nonforfeitable as of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heirsuch Change in Control. (ii) In addition, if within twelve (12) months after a Change in Control, the event any amount payable Executive’s employment is terminated by the Company without Cause as compensation provided in Section 3(d) or the Executive terminates his employment for Good Reason as provided in Section 3(e), then, subject to the Executive under this Agreement when aggregated signing a Release and, if applicable, the expiration of the seven-day revocation period for the Release within the 60 day period following the Date of Termination: (A) the Company shall pay the Executive an amount equal to the sum of (x) one times the Executive’s Base Salary and (y) one times the Executive’s target annual incentive compensation for the then current fiscal year (the “CIC Amount”). The CIC Amount shall be paid within 60 days after the Date of Termination in a lump sum in cash; provided that if such 60 days period begins in one calendar year and ends in a second calendar year, the CIC Amount shall be paid in the second calendar year; and provided further, that if the Change in Control does not constitute a “change in ownership or effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company for purposes of Section 409A of the Code, the CIC Amount shall be paid at the same time and on the same schedule as provided in Section 4(b)(i) with any other amounts payable as compensation respect to the Severance Amount; and (B) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination, then the Company shall pay to the Executive other than pursuant a single lump sum cash payment equal to this Agreement twelve (12) months of monthly employer contributions that the Company would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) have made to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation provide health insurance to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith if the Executive had remained employed by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.

Change in Control. (ia) If Notwithstanding anything to the contrary in this Agreement, if a Change in Control Event (as defined below) of the Company occurs during the term of this Agreement, any of the events constituting a Change of Control shall be deemed to have occurred, and if within two years following such Change of Control, in Control Event either (A1) the Company terminates Executive’s employment with without Cause or (2) Executive terminates his employment for Good Reason: (i) the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the shall pay to Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater sum of (aw) the aggregate amount of incentive payments made to the Executive during the twelve Severance Payment, which shall be distributable upon Executive’s Separation from Service, (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (bx) the aggregate amount of incentive payments made to the Executive during the twelve Pro Rata Bonus, which shall be distributable upon Executive’s Separation from Service, (12) months preceding the Change of Control, or (cy) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, Accrued Obligations and (z) the entirety of Executive’s contributions and the Company’s contributions to Executive’s 401(k) plan account as if Executive Performance Incentive Plan, were fully vested as amended from time to time, of the Termination Date. This payment shall be in each case lieu of the payment otherwise payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses under clause (b) and (fi) of Section 4 6(b). (ii) the Company shall also pay to the extent permissible by law and the terms Executive a cash payment of such plans and arrangements) for the period of $135,000 representing thirty-six (36) months after such termination or resignation of health and welfare benefits contemplated under Section 4(a). (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period iii) and, regardless of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms whether any of the Plan Equity Compensation has been assumed by any Successor Entity, the provisions of clause (ii) of Section 6(b) will apply. (iv) upon a change in control all unassumed and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: unvested Equity Compensation shall vest immediately. (iv) the Executive’s annualized compensation, as defined in total amount payable under clauses (i)(w) and (x) and (ii) shall be subject to and shall comply with Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), and shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from payment within the ten (10) day period commencing on the 60th day after the date the of Executive’s employment terminates at Separation from Service; provided, however, that, if Executive is a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect Specified Employee on the date of termination. If the Executive dies after the date his employment terminatesExecutive’s Separation from Service, but before the lump sum amount is paid, the lump sum such payment shall be paid to within the ten (10) day period following the earlier of (x) the expiration of the six (6) month period commencing on the date of Executive’s spouse Separation from Service, or other designated heir. (iiy) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) date of this Agreement Executive’s death. Any Unpaid Annual Bonus shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable paid as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made set forth in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute PaymentSection 5(b)(i).

Change in Control. (i) If during During the term of this AgreementTerm, any of the events constituting if within 12 months after a Change of Control shall be deemed to have occurred, and following such Change of in Control, either (A) the Executive’s employment with is terminated by the Company and/or without Cause as provided in Section 3(d) or the Executive terminates his/her employment for Good Reason as provided in Section 3(e), then, in addition to the Accrued Benefits, and subject to (i) the signing of the Separation Agreement and Release by the Executive, which shall be defined in the same manner as set forth in Section 4(b), except that it shall provide that if the Executive breaches any of its parentthe Continuing Obligations and fails to cure such breach (if curable) within 30 days following written notice of such breach from the CEO, subsidiariesall payments by the Company to the Executive pursuant to this Section 5(a) may be terminated by written notice to Executive, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or and (Bii) the Executive resigns for any reason from employment with Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement and Release): (i) the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, shall pay the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive a lump sum in cash in an amount equal to three (3) times the greater sum of (aA) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding of the date Executive’s current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) 100% percent of the Executive’s target bonus for the then- current year (the “Change in Control Payment”); and (ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive (including performance grants with a time-based vesting component but only if the applicable performance metric(s) have been achieved prior the Date of Termination) shall immediately accelerate and become fully exercisable or nonforfeitable as of the Accelerated Vesting Date; provided that any termination or forfeiture of any shares that may accelerate pursuant to this subsection will be delayed until the Effective Date of the Separation Agreement without “Cause” or resignation for any reasonand Release and will only occur if the vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release becoming fully effective within the time period set forth therein; and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, or (b) then the aggregate amount of incentive payments made Company shall pay to the Executive during the a monthly cash payment for twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensationCOBRA health continuation period, as defined whichever ends earlier, in Section 409A an amount equal to 100% of the Code Executive’s monthly COBRA premiums for the calendar year preceding the termination of employment, or himself/herself and his/her eligible dependents; and (iiiv) the maximum amount that may be taken into account The amounts payable under this Section 401(a)(175(a) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than or commence to be paid within 60 days after the date Date of Termination; provided, however, that is six (6) months following if the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code60-day period begins in one calendar year and ends in a second calendar year, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior such payments shall be paid or commence to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal catch-up payment to cover amounts retroactive to the 6-month Treasury ▇▇▇▇ rate in effect on day immediately following the date Date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heirTermination. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.

Change in Control. (ia) If If, during the term of this AgreementTerm, any of the events constituting there should be a Change of Control shall be deemed to have occurred(as defined herein), and following such Change of Control, within 1 year thereafter either (Ai) the Executive’s 's employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is should be terminated for any reason, reason other than death, disability or for Cause, Cause or (Bii) Executive terminates his employment for Good Reason (as defined in Section 4.4): (i) Castlewood (US) shall pay Executive any amounts (including salary, bonuses, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination; (ii) Castlewood (US) shall pay Executive resigns for any reason from employment with a lump sum amount equal to three times Executive's then current Base Salary on the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 10th day period immediately following the date of such termination or if Executive is at such time a "specified employee" for purposes of Section 409A, on the first business day after the six month anniversary of the effective date of the Change of Control as a result of the Change of Control, the such termination; (iii) Executive shall be entitled to: • receive three (3) times his then current Base Salary and to continue to receive an amount equal to three medical benefits coverage (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements3.3) for the period of thirty-six Executive and Executive's spouse and dependents (36if any) months after such termination or resignation at Castlewood (the “Benefits Period”US); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable 's expense for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms ending on December 31 of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the second calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect commencing on the date of termination. If ; (iv) Anything to the contrary in any other agreement or document notwithstanding, each outstanding equity incentive award granted to Executive dies before, on or after the date his employment terminateshereof shall become immediately vested and exercisable on the date of such termination; and (v) In addition, but before if, for the lump sum year in which Executive is terminated, Company achieves the performance goals established in accordance with any incentive plan in which Executive participates, Castlewood (US) shall pay an amount is paid, equal to the lump sum bonus that Executive would have received had he been employed by Company or Castlewood (US) for the full year; such amount shall be paid on the date set forth in such bonus plan or, if later and if required to comply with Section 409A, on the Executive’s spouse or other designated heirfirst business day after the six month anniversary of such termination of employment. (iib) In Upon making the event any amount payable as compensation payments described in this Section 4.5, Company and Castlewood (US) shall have no further obligation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.

Change in Control. Notwithstanding Section 2(b) hereof, if Executive experiences a Qualifying Termination within six months prior to, on or within 24 months following, a Change in Control (a “Change in Control Termination”), then, subject to Section 2(e) hereof and Executive’s continued compliance with his obligations under Sections 4 - 7 hereof, Executive shall be entitled to receive: (i) If during an amount in cash equal to the term sum of this AgreementExecutive’s Base Salary, disregarding any of the events constituting a Change of Control shall be deemed reduction in salary giving rise to have occurredGood Reason, and following such Change of ControlTarget Bonus, either (A) the Executive’s employment payable in substantially equal installments in accordance with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of Company’s normal payroll procedures (but not less frequently than monthly) over the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day 12-month period immediately following the Date of Termination; provided, that such payments shall commence on the first anniversary of payroll date following the effective date of the Release, and amounts otherwise payable prior to such first payroll date shall be paid on the first payroll date without interest thereon and, provided, further, that (A) if such Change in Control Termination occurs prior to a Change in Control then any amounts that have not been paid prior to the consummation of such Change in Control as instead shall be paid in a result single cash lump-sum on date of the Change of in Control (or, if later, the date on which the Release becomes effective) and (B) if such Change in Control Termination occurs on or after a Change in Control, the Executive then such amount shall be entitled to: • receive three paid in a single lump-sum within 60 days following the Date of Termination; (3ii) times his then current Base Salary a pro-rata portion of Executive’s target Annual Bonus for the calendar year in which the Date of Termination occurs, payable in a single cash lump sum on the later of the 60-day anniversary of the Date of Termination and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or the Change in Control; (biii) the aggregate amount COBRA benefits set forth in Section 2(b)(iii) hereof; (iv) except as otherwise explicitly set forth in an individual award agreement evidencing a Time-Based Equity Award, each outstanding Time-Based Equity Award held by Executive as of incentive payments made to the Executive during Date of Termination shall vest and, as applicable, become exercisable in full on the twelve (12) months preceding later of the Date of Termination and the date of the Change of in Control, or (c) and each outstanding Equity Award held by Executive as of the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in Date of Termination that is not a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirtyTime-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), Based Equity Award shall be treated in accordance with the terms and conditions of the Plan applicable award agreement and the relevant stock option agreementPlan; and (v) any outstanding stock options covering the Class A common stock of HoldCo held by Executive on the Date of Termination, to • receive any change the extent vested as of control benefits as provided or in connection with the SERP. Except as set forth Change in last sentence of this paragraphControl Termination, any amount shall remain exercisable until the three-year anniversary of the severance pay that exceeds two times Date of Termination, but in no event beyond the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the outside expiration date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heireach such stock option. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.

Change in Control. Upon the occurrence of a Change in Control of ----------------- the Company, the Company shall pay the Executive the greater of (i) If during the term amount of this Agreement, any of total compensation (from all sources) to which the events constituting a Change of Control shall be deemed Executive would have (or could have reasonably been expected to have occurred, and following such Change of Control, either have) been entitled had the Agreement not been terminated or (Aii) 2.99 times the Executive’s employment with 's Total Compensation for the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the preceding twelve-month period. The Executive shall be entitled to: • receive three (3) times his then current Base Salary and to continue to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case benefits pursuant to any incentive compensation planParagraph 5 hereof (or the cash equivalent thereof if the Company cannot directly provide such benefits). The aforesaid amount shall be payable, including without limitationat the option of the Executive, the Company’s Executive Performance Incentive Plan, as amended from time to time, either (i) in each case payable in a lump sum cash payment full immediately following upon such termination or resignation; • continue participation in (ii) semi-monthly over the plans and arrangements described in clauses (b) and (f) remainder of Section 4 (the Employment Period. The Company shall also provide Support Services to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after years from the termination Date of Termination. In addition, the Executive shall be entitled, at the option of the Executive, (i) to exercise any options to purchase Shares granted to the Executive, whether or resignation date (as the case may be)not then vested, in accordance with the terms of the Plan and the relevant stock applicable share option agreement; andagreement or plan, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following to retain any Shares awarded to the Executive’s separation from service , whether or not then vested, and any forfeiture provisions applicable thereto will lapse, (iii) to require the Company (upon written notice delivered within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on 180 days following the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero's termination) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that repurchase all or any portion of the amount Executive's options to purchase Shares, whether or not then vested, at a price equal to the difference between the Fair Market Value of the reduction provided in Shares for which the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely options to be sustained, then repurchased are exercisable and the reduction provided in the preceding sentence shall be adjusted to permit payment of so much exercise price of such reduction options as of the Compensation Committee determines will result in Date of Termination, or (iv) receive new options to purchase shares of the largest amount acquiring or surviving entity, which would not constitute new options shall contain terms which (A) provide, as to exercise price, the economic equivalent of Executive's rights with respect to Executive's options to purchase Shares, (B) have the same duration and periods of exercise as Executive's options to purchase Shares, (C) provide for the same treatment upon the occurrence of a Parachute PaymentChange of Control as Executive's options to purchase Shares and (D) otherwise provide Executive the same rights and benefits to which he is entitled with respect to options to purchase Shares.

Change in Control. (i) If a Change in Control occurs during the term Award Cycle, and the Employee has not experienced a Termination of this AgreementEmployment before the Change in Control, any the following provisions shall apply: (a) The Employee shall be entitled to the Performance Shares Earned that would have been earned by the Employee had the Employee remained employed through the end of the events constituting a Change of Control shall be deemed to have occurredAward Cycle in accordance with Exhibit 1 if the Performance Goal set forth in Exhibit 1 had been achieved, and following such Change of Controlexcept that, either (A) the Executive’s employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result if more than half of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary Award Cycle has elapsed as of the effective date of the Change in Control, the Employee shall, if greater, be entitled to the Performance Shares Earned as of Control as a result the date of the Change in Control (based on the Average Return on Equity for the Award Cycle through and including such date). (b) Notwithstanding the provisions of ControlParagraph 3, (i) if the Executive Performance Shares Earned under Paragraph 7(a) are not assumed or substituted by the successor to the Company (or an affiliate), such Performance Shares shall be entitled to: • receive three (3) times his then current Base Salary and converted to a non-forfeitable right to receive an amount in cash equal to three (3) times the greater Fair Market Value of (a) the aggregate amount one share of incentive payments made to the Executive during the twelve (12) months preceding Common Stock on the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change in Control times the number of ControlPerformance Shares Earned, or (c) and, unless the calculated Plan award, in, each case pursuant Company elects to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 terminate this Award (to the extent permissible permitted by law and section 409A of the terms Code), the Award will be accumulated with interest from the date of such plans and arrangements) for the period Change in Control until the payment date at a rate of thirty120 percent of the Federal mid-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date term rate (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A effect under section 1274 of the Code for the calendar year preceding month in which the termination Change in Control occurs), and such amount shall be paid at the time of employment, or payment specified under Paragraph 4; and (ii) if the maximum Performance Shares Earned under Paragraph 7(a) are assumed or substituted, such Performance Shares shall be converted to restricted stock units (in an amount that may be taken into account equal to the number of Performance Shares Earned, adjusted under Section 401(a)(17) Paragraph 15), which shall become non-forfeitable if the Employee remains employed until the last day of the Code for Award Cycle or until the year award becomes non-forfeitable under Paragraph 5, or, if, during the remainder of termination the Award Cycle, the Employee incurs a Termination of Employment by the Company without Cause ($230,000 for 2008and, in such case, the Award shall become non-forfeitable without proration), and in each case the restricted stock units, to the extent non-forfeitable, shall be paid no earlier than settled at the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “time specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay under Paragraph 4 in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse cash or other designated heirshares. (iic) In the event any amount payable as compensation Distributions to the Executive Employee under Paragraph 3 shall not be affected by payments under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute PaymentParagraph 7, except that before distributions are made under Paragraph 3, and after all computations required under Paragraph 3 have been made, the amount payable as compensation under Section 5(c)(i) number of this Agreement Performance Shares Earned by the Employee shall be reduced (but not below zero) by the number of Performance Shares Earned with respect to which payment was made to the largest amount which is Employee under this Paragraph 7. (d) The Employee shall not a Parachute Payment when aggregated with be required to repay any other amounts payable as compensation to the Executive Company on account of any distribution made under this Paragraph 7 for any reason, including failure to achieve the Performance Goal, other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction as provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute PaymentParagraph 8.

Change in Control. (i) If there is a Change in Control during the term of this Agreement, any of the events constituting a Change of Control shall be deemed to have occurredthen applicable Employment Term, and following such Change of Control, either (A) a Constructive Termination occurs or the Company terminates the Executive’s employment with without Business Reasons prior to the then applicable Expiration Date (or if later, within a one-year period following the Change in Control) then subject to Section 6(h) below and Executive signing a general release of claims against the Company and/or any of and its parent, subsidiaries, affiliates, or successors by merger or otherwise as a result and such release becoming irrevocable within sixty (60) days of the Change Executive’s Termination Date, Executive shall be entitled to receive the following: (i) Base Salary, PTO, and any earned and unpaid Target Bonus accrued through the Termination Date, and any expense reimbursements and other benefits due to the Executive under any Company-provided plans, policies, and arrangements, which shall not be paid or payable later than March 15 of Controlthe calendar year after the calendar year in which the Termination Date occurs; (ii) a lump sum payment, is terminated which shall not be paid or payable later than March 15 of the calendar year after the calendar year in which the Termination Date occurs, equal to the greater of (A) two (2) times Base Salary or (B) the Base Salary for any reasonthe remainder of the then-current applicable Employment Term; provided, other however, in no event shall such lump sum amount payable pursuant to this Section 6(c)(ii) be less than deaththe amount to which Executive would otherwise be entitled to pursuant to Section 6(b)(ii); (iii) a lump sum payment, disability calculated using the Base Salary and Target Bonus percentage effective on the Termination Date, which shall not be paid or payable later than March 15 of the calendar year after the calendar year in which the Termination Date occurs, equal to the greater of (A) two hundred percent (200%) of the Target Bonus for Causethe fiscal year in which the termination occurs, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary one hundred percent (100%) of the effective date Target Bonus for the fiscal year in which the termination occurs times the number of years for the remainder of the Change of Control as a result of then-current applicable Employment Term (rounded to the Change of Controlnearest tenth); provided, the Executive however, in no event shall such lump sum amount payable pursuant to this Section 6(c)(iii) shall be less than the amount to which Executive would otherwise be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”6(b)(iii); • have and (iv) subject to Section 5(a) which shall be applicable to any shares purchased through Executive’s exercise of stock options, all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensationunvested stock options, as defined in Section 409A of the Code for the calendar year preceding the termination of employmentrestricted stock, and other equity awards shall become fully vested, whether such stock options, restricted stock, or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies other equity were acquired before or after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heir. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) Effective Date of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction Executive’s Termination Date occurs after October 31st of any calendar year, then no payment conditioned on such release shall be made until January 2nd of the Compensation Committee calendar year following the calendar year of termination, even if the Company’s Board (if no such Compensation Committee then release is in existence, then signed and any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Paymentapplicable revocation period concludes earlier.

Change in Control. (ia) If during In the term of this Agreement, any of the events constituting a Change of Control shall be deemed to have occurred, and following such Change of Control, either (A) event that the Executive’s employment with the Company and/or any of its parenthereunder ends either voluntarily or by termination, subsidiariesin each case, affiliatesupon, in anticipation of, or successors by merger or otherwise as within six (6) months following, a result Change in Control (defined in Appendix A), then in lieu of the Change of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Controlbenefits described in Section 5, the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal the following benefits, provided, however that for purposes of this Section 6(a), a termination will be deemed to three (3) times occur “in anticipation of a Change in Control” only if it occurs after the greater of (a) the aggregate amount of incentive payments made date on which a Change in Control is formally proposed to the Executive during Company’s Board of Directors: (i) any outstanding Stock Options shall become fully vested and exercisable at the twelve (12) months preceding the date effective time of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to time, in each case payable in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans Control and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to shall remain exercisable for a period at least the lesser of three one year following such event and the maximum stated term of such Stock Option; (3ii) months after any outstanding Restricted Shares shall become fully vested; (iii) the termination Executive shall be entitled to additional or resignation date other benefits (as the case may be), if any) in accordance with the applicable terms of applicable plans, programs and arrangements of the Plan Company and its Affiliates. (iv) the relevant stock option agreement; and, to • receive any change of control benefits as provided Company shall promptly pay the Executive two times Executive’s then-current Annual Compensation (based upon Executive’s then-current base salary and target bonus) (two years constituting the “Amended Severance Period”) in the SERP. Except as set forth in last sentence of this paragraph, any amount lieu of the severance governed by Section 5(d) or 5(e). (b) Payment of the Executive’s separation pay that exceeds benefit under this Section 6 shall be made as follows: (i) Payment of the separation pay benefit shall commence as of the 30th day after the Executive’s Separation from Service, and shall continue in monthly installments thereafter until all 18 payments are made. (ii) In the event the value of the separation pay benefit shall exceed two times the lesser of: (i) of the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, compensation or (ii) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year of termination qualified plan purposes ($230,000 for 2008in each case, as determined in accordance with Treas. Reg. §1.409A-1(b)(9)(iii)(A)), the excess shall not be paid as provided in (i), above, but instead shall be paid no earlier than in 18 equal monthly installments commencing as of the first of the month after the date that is six (6) months following after the Executive’s separation Separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heirService date. (iiiii) In no event shall payments be accelerated, nor shall the event Executive be eligible to defer payments to a later date. (c) If any amount payable portion of the payments which the Executive has the right to receive from the Company, or any affiliated entity or successor, hereunder would constitute “excess parachute payments” (as compensation defined in Section 280G of the Internal Revenue Code) subject to the Executive under this Agreement when aggregated with any other amounts payable as compensation to excise tax imposed by Section 4999 of the Executive other than pursuant to this Agreement would constitute a Parachute PaymentInternal Revenue Code, the amount payable as compensation under Section 5(c)(i) of this Agreement such excess parachute payments shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in no portion of such excess parachute payments being subject to the largest amount which would not constitute a Parachute Paymentexcise tax imposed by Section 4999 of the Internal Revenue Code.

Change in Control. (i) If during Notwithstanding the term provisions of Section 2 "Right to Exercise Option" and Section 3 "Termination of Employment" of this Agreement, any (i) in the event of a termination by the Corporation of the events constituting Optionee's employment Without Cause (as defined below) or Diminishment of the Optionee's Responsibilities Without Cause (as defined below), following a Change in Control of the Corporation, or (ii), in the event of a Change in Control, if one of the corporations surviving the Change in Control or the person purchasing the Corporation's assets in the Change in Control does not assume this option, any portion of this option that is then not exercisable shall become immediately exercisable. For purposes hereof, "Without Cause" shall mean the Optionee's employment is terminated by the Corporation, or there is a Diminishment of the Optionee's Responsibilities, for any reason except (i) personal dishonesty; (ii) willful misconduct; (iii) breach of fiduciary duty to the Corporation; (iv) conviction for violation of any law (other than traffic violations or similar offenses); or (v) repeated or intentional failure to perform duties, after written notice is delivered identifying the failure, and it is not cured within ten (10) days following receipt of such notice. For purposes hereof, "Diminishment of the Optionee's Responsibilities" shall mean the Corporation, or any successor thereto, (i) reassigning the Optionee substantial duties which are materially inconsistent with the Optionee's position, duties and responsibilities with the Corporation immediately prior to the Change in Control, except for reassignments of duties which constitute a bona fide promotion of the Optionee, or (ii) reducing the Optionee's compensation such that (a) the Optionee's annual base salary is less than eighty (80%) percent of the Optionee's annual base salary prior to the Change in Control; and (b) the Optionee's annual base salary and the annual cash bonus which the Optionee is eligible to earn (including any performance based bonus), combined, is not at least equal to the combination of the Optionee's annual base salary prior to the Change in Control and the average of the annual cash bonuses which the Optionee was eligible to earn (including any performance based bonus, but excluding any bonus payable to the Optionee for completing the Change in Control), whether or not actually earned, for the year in which the Change in Control occurred and for the year prior thereto. For purposes hereof, a "Change in Control" shall be deemed to have occurredoccurred in the event of (i) a merger involving the Corporation in which the Corporation is not the surviving corporation (other than a merger with a wholly-owned subsidiary of the Corporation formed for the purpose of changing the Corporation's corporate domicile); (ii) a share exchange in which the shareholders of the Corporation exchange their stock in the Corporation for stock of another corporation (other than a share exchange in which all or substantially all of the holders of the voting stock of the Corporation, and following immediately prior to the transaction, exchange, on a pro rata basis, their voting stock of the Corporation for more than 50% of the voting stock of such Change of Control, either other corporation); (Aiii) the Executive’s employment with sale of all or substantially all of the Company and/or assets of the Corporation; or (iv) any person or group of its parentpersons (as defined by Section 13(d) of the Securities Exchange Act of 1934, subsidiariesas amended) (other than any employee benefit plan or employee benefit trust benefiting the employees of the Corporation) becoming a beneficial owner, affiliatesdirectly or indirectly, of securities of the Corporation representing more than fifty (50%) percent of either the then outstanding Common Stock of the Corporation, or successors by merger or otherwise as a result the combined voting power of the Change Corporation's then outstanding voting securities. In the event of Control, is terminated for any reason, other than death, disability or for Cause, or (B) the Executive resigns for any reason from employment with the Company and/or any of its parent, subsidiaries, affiliates, or successors by merger or otherwise, during the 30 day period immediately following the first anniversary of the effective date of the Change of Control as a result of the Change of Control, the Executive shall be entitled to: • receive three (3) times his then current Base Salary and to receive an amount equal to three (3) times the greater of (a) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the date of termination of this Agreement without “Cause” or resignation for any reason, or (b) the aggregate amount of incentive payments made to the Executive during the twelve (12) months preceding the Change of Control, or (c) the calculated Plan award, in, each case pursuant to any incentive compensation plan, including without limitation, the Company’s Executive Performance Incentive Plan, as amended from time to timeCommittee may, in each case payable its sole discretion and without the consent of the Optionee, cancel this option in a lump sum cash payment immediately following such termination or resignation; • continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 (to the extent permissible by law and the terms of such plans and arrangements) for the period of thirty-six (36) months after such termination or resignation (the “Benefits Period”); • have all stock options which have been granted to the Executive to immediately become fully exercisable and to remain exercisable exchange for a period payment with respect to each vested share of three (3) months after the termination or resignation date (as the case may be), in accordance with the terms of the Plan and the relevant stock option agreement; and, to • receive any change of control benefits Common Stock as provided in the SERP. Except as set forth in last sentence of this paragraph, any amount of the severance pay that exceeds two times the lesser of: (i) the Executive’s annualized compensation, as defined in Section 409A of the Code for the calendar year preceding the termination of employment, or (ii) the maximum amount that may be taken into account under Section 401(a)(179.2(b) of the Code for the year of termination ($230,000 for 2008), shall be paid no earlier than the date that is six (6) months following the Executive’s separation from service (within the meaning of Code Section 409A(a)(2)(A)(i) of the Code, unless the Executive is not a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) immediately prior to such separation from service. If there is any delay in the payment of the severance pay due to the operation of the preceding sentence, then once the conditions to payment have been met such payment will be paid in a lump sum with interest from the date the Executive’s employment terminates at a rate of interest equal to the 6-month Treasury ▇▇▇▇ rate in effect on the date of termination. If the Executive dies after the date his employment terminates, but before the lump sum amount is paid, the lump sum shall be paid to the Executive’s spouse or other designated heirPlan. (ii) In the event any amount payable as compensation to the Executive under this Agreement when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement would constitute a Parachute Payment, the amount payable as compensation under Section 5(c)(i) of this Agreement shall be reduced (but not below zero) to the largest amount which is not a Parachute Payment when aggregated with any other amounts payable as compensation to the Executive other than pursuant to this Agreement. The initial determination of amounts that constitute Parachute Payments shall be made in good faith by the Company. Notwithstanding the foregoing, if the Executive proves to the satisfaction of the Compensation Committee of the Company’s Board (if no such Compensation Committee then is in existence, then any other committee of the Board then performing the functions of a compensation committee) with clear and convincing evidence that all or any portion of the amount of the reduction provided in the preceding sentence would not constitute a Parachute Payment and that the Company’s tax reporting position in regard to the payment is overwhelmingly likely to be sustained, then the reduction provided in the preceding sentence shall be adjusted to permit payment of so much of such reduction as the Compensation Committee determines will result in the largest amount which would not constitute a Parachute Payment.