Common use of Compensation Under this Agreement Clause in Contracts

Compensation Under this Agreement. (a) If within two years after a Change in Control of the Company, a Notice of Termination is given either by the Company to the Executive or by the Executive to the Company, and if such termination is not by reason of the Executive’s death, Disability or Retirement, or by the Company for Cause, or by the Executive other than for Good Reason, the Company shall make the following payments to the Executive: (i) the full base salary to which the Executive is entitled through the Date of Termination; (ii) credit for unused vacation calculated at Executive’s then current base salary rate; (iii) An amount equal to the Executive’s current Annual Bonus Award under any Company annual incentive plan for the fiscal year in which the Notice of Termination is given, multiplied by the percentage determined by dividing the number of days in the Company’s fiscal year that have elapsed prior to the date on which the Notice of Termination is given by the total number of days in such fiscal year. As used in this clause (iii) the Executive’s Annual Bonus Award means the dollar amount which would have been paid to Executive for the fiscal year in which the Notice of Termination is given under the then current Company executive incentive compensation plan, based on the assumption that the Target Level of performance would be reached by the Company and the Executive. (iv) an amount equal to two and one-half (2.5) times the sum of the Executive’s annualized base salary and Annual Bonus Award (as defined in clause (iii) above) for the year in which the Notice of Termination is given, provided, however, that the amounts to be paid to the Executive under this clause (iv) shall be reduced by the amount payable to the Executive under clause (iii) of this Section 4(a). (b) Upon a Change in Control, all stock options granted to Executive will be immediately vested and exerciseable. (i) If any payment or distribution by the Company to or for the benefit of the Executive, whether pursuant to the terms of this Agreement or otherwise (a “Payment”), is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the Company shall make an additional payment (a “Gross-Up Payment”) to the Executive in an amount such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes) including, without limitation, any federal, state, or local income and employment taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the Payment. (ii) Subject to the provisions of paragraph 4c(iii) hereof, all determinations under this paragraph 4(c), including whether a Gross-Up Payment is required and the amount of the Gross-Up Payment, shall be made by a certified public accounting firm immediately before the Change in Control occurs (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company and the Executive within 15 business days after the Change in Control (or any other change in ownership or effective control that triggers application of the Excise Tax) and, if a termination for Good Reason occurs, within 15 days after the termination for Good Reason. All fees and expenses of the Accounting Firm shall be borne solely by the Company. The initial Gross-Up Payment determined pursuant to this paragraph 4(c)(ii) shall be paid by the Company to the Executive, or tax authority, whichever is required, within five days after it receives the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive’s applicable federal tax return will not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding on the Company and the Executive. Notwithstanding the foregoing, as a result of uncertainty in applying Section 4999 of the Internal Revenue Code, it is possible that the Company will not have made Gross-Up Payments that it should have made hereunder (an “Underpayment”). If the Company exhausts its remedies pursuant to paragraph 4(c)(iii) hereof and the Executive thereafter is required to pay any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment, inform the Company and the Executive of the Underpayment in writing, and, within five days of receiving such written report, the Company shall pay the amount of such Underpayment to or for the benefit of the Executive. (iii) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but not later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is required to be paid. The Executive shall not pay such claim before the expiration of 30 days following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such is due). If the Company notifies the Executive in writing before the expiration of such 30-day period that it desires to contest such claim, the Executive shall (1) give the Company any information reasonably requested by the Company relating to such claim, and (2) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney selected by the Company, provided that the Company shall pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any tax, including interest and penalties, imposed as a result of such representation and payment of costs and expenses. The Company shall control all proceedings in connection with such contest and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any appropriate administrative tribunal or court, as the Company shall determine; provided, that if the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any tax, including interest or penalties, imposed with respect to such advance. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest any other issue. (iv) If, after the Executive receives an advance by the Company pursuant to paragraph 4(c)(iii) hereof, the Executive becomes entitled to receive a refund claimed pursuant to such paragraph 4(c)(iii), the Executive shall (subject to the Company’s complying with the requirements of such paragraph 4(c)(iii) promptly pay to the Company the amount of such refund (together with any interest thereon, after taxes applicable thereto). If, after the Executive receives an amount advanced by the Company pursuant to paragraph 4(c)(iii) hereof, a determination is made that the Executive shall not be entitled to any refund claimed pursuant to such paragraph 4(c)(iii), and the Company does not notify the Executive in writing of its intent to contest such denial of refund before the expiration of 30 days after such determination, the Executive shall not be required to repay such advance, and the amount of such advance shall offset, to the extent thereof, the amount of the required Gross-Up Payment. (v) Any payments otherwise required by this paragraph 4(C) shall be made regardless of whether a termination for Good Reason occurs. (d) The amounts required to be paid under Section 4(a) shall be paid by the Company to the Executive in cash in a lump sum on the 10th day after the Date of Termination. All payments made to the Executive pursuant to this Agreement or any other agreement or plan of or with the Company shall be made within the time periods described herein, however, if it is determined by the parties or in the opinion of counsel reasonably acceptable to the Executive and the Company, such determination to be made or opinion provided to the Company no later than thirty (30) days after the Date of Termination, that payment (or payments) is or reasonably may be treated as deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), except in the case of the Executive’s death, the payment (or payments) shall be delayed (without interest) to a date no earlier than, and shall be paid as soon as administratively practicable after, six (6) months after the Executive’s “separation from service,” as that term is defined in Section 409A of the Code. (e) Any payments required under this Section 4 shall be paid net of applicable federal, state and local tax withholding. (f) If the Company is required to make payments to the Executive under Section 4(a), the Company, until the earlier of (i) two and one-half (2.5) years after the Date of Termination or (ii) commencement of full-time employment by the Executive with a new employer, shall maintain in full force and effect, for the continued benefit of the Executive, medical and dental programs or arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination, provided that continued participation by the Executive is possible under the general terms and provisions of such plans and programs. (g) Except for the payment referred to in clause (i) of Section 4(a) none of the payments to the Executive under this Section 4 shall be counted for the purpose of computing the Executive’s benefits under any pension, profit sharing, deferred compensation or other employee benefit plan maintained by the Company.

Compensation Under this Agreement. (a) If within two years after a Change in Control of the Company, a Notice of Termination Company the Executive’s employment with the Company is given terminated either by the Company to the Executive without Cause or by the Executive to the Company, for Good Reason (and if such termination is not other than by reason of the Executive’s death, Disability or Retirement, or by the Company for Cause, or by the Executive other than for Good Reason, the Company shall make the following payments to the Executive: (i) the full base salary to which the Executive is entitled through the Date of Termination; (ii) credit for unused accrued and unpaid vacation calculated at Executive’s then current base salary rate; (iii) An amount equal to the Executive’s current Annual Bonus Award under any Company annual incentive plan for the fiscal year in which the Notice of Termination is given, multiplied by the percentage determined by dividing the number of days in the Company’s fiscal year that have elapsed prior to the date on which the Notice of Termination is given by the total number of days in such fiscal year. As used in this clause (iii) the Executive’s Annual Bonus Award means the dollar amount which would have been paid to Executive for the fiscal year in which the Notice of Termination is given under the then current Company executive incentive compensation plan, based on the assumption that the Target Level of performance would be reached by the Company and the Executive. (iv) an amount equal to two and one-half (2.5) times the sum of the Executive’s annualized base salary and Annual Bonus Award (as defined in clause (iii) above) for the year in which the Notice of Termination is given, provided, however, that the amounts to be paid to the Executive under this clause (iv) shall be reduced by the amount payable to the Executive under clause (iii) of this Section 4(a). (b) Upon a Change in Control, all stock options outstanding and unvested equity awards granted by the Company to the Executive will be immediately vested and, in the case of options and exerciseablesimilar awards, exercisable as of the Change in Control date. (i) If any payment or distribution by the Company to or for the benefit of the Executive, whether pursuant to the terms of this Agreement or otherwise (a “Payment”), is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Code”) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the Company shall make an additional payment (a “Gross-Up Payment”) to or on behalf of the Executive in an amount such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes) including, without limitation, any federal, state, or local income and employment taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the Payment, such Gross-Up Payment to be made within 10 days after the determination that the Payment is subject to the Excise Tax is made in accordance with the provisions hereof. (ii) Subject to the provisions of paragraph 4c(iii) hereof, all determinations under this paragraph 4(c), including whether a Gross-Up Payment is required and the amount of the Gross-Up Payment, shall be made by a certified public accounting firm immediately before the Change in Control occurs (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company and the Executive within 15 business days after the Change in Control (or any other change in ownership or effective control that triggers application of the Excise Tax) and, if a termination for Good Reason occurs, within 15 days after the termination for Good Reason. All fees and expenses of the Accounting Firm shall be borne solely by the Company. The initial Gross-Up Payment determined pursuant to this paragraph 4(c)(ii) shall be paid by the Company to the Executive, or tax authority, whichever is required, within five days after it receives the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive’s applicable federal tax return will not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding on the Company and the Executive. Notwithstanding the foregoing, as a result of uncertainty in applying Section 4999 of the Internal Revenue Code, it is possible that the Company will not have made Gross-Up Payments that it should have made hereunder (an “Underpayment”). If the Company exhausts its remedies pursuant to paragraph 4(c)(iii) hereof and the Executive thereafter is required to pay any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment, inform the Company and the Executive of the Underpayment in writing, and, within five days of receiving such written report, the Company shall pay the amount of such Underpayment to or for the benefit of the Executive. (iii) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but not later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is required to be paid. The Executive shall not pay such claim before the expiration of 30 days following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such is due). If the Company notifies the Executive in writing before the expiration of such 30-day period that it desires to contest such claim, the Executive shall (1) give the Company any information reasonably requested by the Company relating to such claim, and (2) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney selected by the Company, provided that the Company shall pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any tax, including interest and penalties, imposed as a result of such representation and payment of costs and expenses. The Company shall control all proceedings in connection with such contest and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any appropriate administrative tribunal or court, as the Company shall determine; provided, that if the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any tax, including interest or penalties, imposed with respect to such advance. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest any other issue. (iv) If, after the Executive receives an advance by the Company pursuant to paragraph 4(c)(iii) hereof, the Executive becomes entitled to receive a refund claimed pursuant to such paragraph 4(c)(iii), the Executive shall (subject to the Company’s complying with the requirements of such paragraph 4(c)(iii) promptly pay to the Company the amount of such refund (together with any interest thereon, after taxes applicable thereto). If, after the Executive receives an amount advanced by the Company pursuant to paragraph 4(c)(iii) hereof, a determination is made that the Executive shall not be entitled to any refund claimed pursuant to such paragraph 4(c)(iii), and the Company does not notify the Executive in writing of its intent to contest such denial of refund before the expiration of 30 days after such determination, the Executive shall not be required to repay such advance, and the amount of such advance shall offset, to the extent thereof, the amount of the required Gross-Up Payment. (v) Any payments The protections afforded to the Executive under this paragraph 4(c) shall apply during the term of this Agreement, and with respect to any Payments made during the term of this Agreement or otherwise required by this paragraph 4(C) shall be made Agreement, regardless of whether a termination the Executive’s employment by the Company terminates and, if the Executive’s employment by the Company does terminate, regardless of the reason for Good Reason occurssuch termination. (d) The amounts required to be paid under Section 4(a) shall be paid by the Company to the Executive in cash in a lump sum on no later than the 10th tenth (10th) day after the Date Executive’s Separation from Service. Notwithstanding any provision of Termination. All payments made this Agreement to the Executive pursuant to this Agreement or any other agreement or plan of or with the Company shall be made within the time periods described herein, howevercontrary, if it is determined by the parties or in the opinion of counsel reasonably acceptable to the Executive and the Company, such determination to be made or opinion provided to the Company no later than thirty is a “specified employee” (30) days after the Date of Termination, that payment (or payments) is or reasonably may be treated as deferred compensation within the meaning of Treasury Regulation Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”1.409A-1(i)), except in the case Executive shall not be entitled to any payments upon a termination of his employment until the earlier of (i) the date which is six (6) months after his Separation from Service for any reason other than death, or (ii) the date of the Executive’s death, . Any amounts otherwise payable to the payment (or paymentsExecutive following a termination of his employment that are not so paid by reason of this Section 4(d) shall be delayed (without interest) to a date no earlier than, and shall be paid as soon as administratively practicable after, after the date that is six (6) months after the Executive’s “separation from service,” as that term is defined in Section 409A service (or, if earlier, the date of the Code.Executive’s death) and, in the event of such a delay, the amount of the benefit that is so delayed shall accrue interest from the date the amount was otherwise payable (but for such delay) through the date upon which payment is actually made. For this purpose, interest shall accrue monthly and the applicable annualized rate of interest shall be at the rate of 8% . The provision for a six-month delay in payment under this Section 4(d) shall only apply if, and to the extent, required to comply with Code Section 409A. (e) Any payments required under this Section 4 shall be paid net of applicable federal, state and local tax withholding. (f) If the Company is required to make payments to the Executive under Section 4(a), the Company, until the earlier of (i) two and one-half (2.5) years after the Date of Termination or (ii) commencement of full-time employment by the Executive with a new employer, shall maintain in full force and effect, for the continued benefit of the Executive, medical and dental programs or arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination, provided that continued participation by the Executive is possible under the general terms and provisions of such plans and programs. (g) Except for the payment referred to in clause (i) of Section 4(a) none of the payments to the Executive under this Section 4 shall be counted for the purpose of computing the Executive’s benefits under any pension, profit sharing, deferred compensation or other employee benefit plan maintained by the Company.

Compensation Under this Agreement. (a) If within two years after a Change in Control of the Company, Company a Notice of Termination is given either by the Company to the Executive or by the Executive to the Company, and if such termination is not by reason of the Executive’s 's death, Disability or Retirement, or by the Company for Cause, or by the Executive other than for Good Reason, the Company shall make the following payments to the Executive: (i) the full base salary to which the Executive is entitled through the Date of Termination; (ii) credit for unused vacation calculated at Executive’s then current base salary ratevacation; (iii) An an amount equal to the Executive’s current Annual 's EICP Bonus Award under any Company annual incentive plan the Company's Executive Incentive Compensation Plan for the fiscal year in which the Notice of Termination is given, multiplied by the percentage determined by dividing the number of days in the Company’s 's fiscal year that have elapsed prior to the date on which the Notice of Termination is given by the total number of days in such fiscal year. As used in this clause (iii) the Executive’s 's Annual EICP Bonus Award means the dollar amount which would have been paid to Executive for the fiscal year in which the Notice of Termination is given under the then current Company executive incentive compensation planCompany's Executive Incentive Compensation Plan, based on the assumption that the Target Outstanding Level of performance would be reached by the Company and the Executive. (iv) an amount equal to two and one-half (2.5) times the sum of the Executive’s 's annualized base salary and Annual EICP Bonus Award (as defined in clause (iii) above) for the year in which the Notice of Termination is given, provided, however, that the amounts to be paid to the Executive under this clause (iv) shall be reduced by the amount amounts payable to the Executive under clause clauses (ii) and (iii) of this Section 4(a). (b) Upon a Change If it is finally determined under the procedures set forth in ControlSection 4(c) that the amount of "excess parachute payments," if any, all stock options granted exceeds the Executive's "base amount" (as such terms are defined in Section 280G of the Internal Revenue Code of 1986 (the "Code")) by more than 3 times, the aggregate amount of the payments required to Executive will be immediately vested and exerciseable. (i) If any payment or distribution made by the Company to or for the benefit of the Executive, whether pursuant to the terms of this Agreement or otherwise under clauses (a “Payment”iv), is (iii) and (ii) of Section 4(a) that constitute excess parachute payments shall be reduced, in that order, to $100 less than the largest amount that will result in no portion of such payment being subject to the excise tax imposed by Section 4999 of the Internal Revenue Code or any interest or penalties are incurred (the "Excise Tax"). (c) The Company shall notify the Executive in writing within 10 days after a Notice of Termination is given either by the Executive with respect Company or the Executive, of the amount of the payments to such excise tax (such excise taxbe made by the Company under this Agreement, together with any such interest and penalties, are hereinafter collectively referred other payments made or to as the “Excise Tax”), the Company shall make an additional payment (a “Gross-Up Payment”) to the Executive in an amount such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes) including, without limitation, any federal, state, or local income and employment taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the Payment. (ii) Subject to the provisions of paragraph 4c(iii) hereof, all determinations under this paragraph 4(c), including whether a Gross-Up Payment is required and the amount of the Gross-Up Payment, shall be made by a certified public accounting firm immediately before the Change in Control occurs (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company and the Executive within 15 business days after the Change in Control (or any other change in ownership or effective control that triggers application of the Excise Tax) and, if a termination for Good Reason occurs, within 15 days after the termination for Good Reason. All fees and expenses of the Accounting Firm shall be borne solely by the Company. The initial Gross-Up Payment determined pursuant to this paragraph 4(c)(ii) shall be paid by the Company to the Executive, or tax authority, whichever is required, within five days after it receives the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive’s applicable federal tax return will not result constitute "parachute payments" (as such terms are defined in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding on the Company and the Executive. Notwithstanding the foregoing, as a result of uncertainty in applying Section 4999 280G of the Internal Revenue Code, it is possible that the Company will not have made Gross-Up Payments that it should have made hereunder (an “Underpayment”). If the Company exhausts its remedies pursuant to paragraph 4(c)(iii) hereof and the Executive thereafter is required to pay any Excise Tax, the Accounting Firm shall determine excess parachute payments and of the amount of the Underpaymentreduction, inform if any, required by Section 4(b). Within 20 days after the Company and the Executive Notice of the Underpayment in writing, and, within five days of receiving such written reportTermination is given, the Company shall pay the amount of such Underpayment to or for the benefit of the Executive. (iii) The Executive shall notify the Company in writing whether he agrees with the Company's calculation of the amount of parachute payments and excess parachute payments, and with the amount of any claim by reduction. If the Internal Revenue Service thatExecutive does not agree with the Company's calculations, if successful, would require the payment by Executive shall inform the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but not later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is required amounts that he believes to be paid. The Executive shall not pay such claim before the expiration of 30 days following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such is due)correct amounts. If the Company notifies and the Executive in writing before cannot agree within 30 days after the expiration Notice of Termination is given on the amount of the parachute payments and excess parachute payments, and on the amount of any reduction, the calculation of such 30-day period that it desires to contest such claim, the Executive amounts (and any reduction ) shall (1) give the Company any information reasonably requested be made by the Company relating to such claim, and (2) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney independent tax counsel selected by the Company, provided that the Company 's independent auditors. Such determination shall pay directly all costs and expenses (including additional interest and penalties) incurred in connection with be completed within 15 days after it is submitted to such contest independent tax counsel and shall indemnify be conclusive and hold binding on the Executive harmless, on an after-tax basis, for any tax, including interest and penalties, imposed as a result of such representation and payment of costs and expenses. The Company shall control all proceedings in connection with such contest and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any appropriate administrative tribunal or court, as the Company shall determine; provided, that if the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any tax, including interest or penalties, imposed with respect to such advance. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest any other issue. (iv) If, after the Executive receives an advance by the Company pursuant to paragraph 4(c)(iii) hereof, the Executive becomes entitled to receive a refund claimed pursuant to such paragraph 4(c)(iii), the Executive shall (subject to the Company’s complying with the requirements of such paragraph 4(c)(iii) promptly pay to the Company the amount of such refund (together with any interest thereon, after taxes applicable thereto). If, after the Executive receives an amount advanced by the Company pursuant to paragraph 4(c)(iii) hereof, a determination is made that the Executive shall not be entitled to any refund claimed pursuant to such paragraph 4(c)(iii), and the Company does not notify the Executive in writing of its intent to contest such denial of refund before the expiration of 30 days after such determination, the Executive shall not be required to repay such advance, and the amount of such advance shall offset, to the extent thereof, the amount of the required Gross-Up Payment. (v) Any payments otherwise required by this paragraph 4(C) shall be made regardless of whether a termination for Good Reason occursparties. (d) The amounts required requires to be paid under Section 4(a), less the amount of any reduction determined by the Company under Section 4(b) and 4(c), shall be paid by the Company to the Executive in cash in a lump sum on the 10th day after the Date of Termination. All payments made If it is later determined, under the procedure set forth in Section 4(c), that the amount of any reduction is less than that initially determined by the Company, the Company shall pay the difference to the Executive pursuant to this Agreement or in cash within five days after the amount of any other agreement or plan of or with the Company shall be made within the time periods described herein, however, if reduction is finally determined. If it is later determined, under the procedures set forth in Section 4(c), that the amount of any reduction is more than that initially determined by the parties or in the opinion of counsel reasonably acceptable to Company, the Executive and shall repay the Company, such determination to be made or opinion provided difference to the Company no later than thirty (30) in cash within five days after the Date amount of Termination, that payment (or payments) any reduction is or reasonably may be treated as deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), except in the case of the Executive’s death, the payment (or payments) shall be delayed (without interest) to a date no earlier than, and shall be paid as soon as administratively practicable after, six (6) months after the Executive’s “separation from service,” as that term is defined in Section 409A of the Codefinally determined. (e) Any payments required under this Section 4 shall be paid net of applicable federal, state and local tax withholding. (f) If the Company is required to make payments to the Executive under Section 4(a), the Company, until the earlier of (i) two and one-half (2.5) years one year after the Date of Termination or (ii) commencement of full-time employment by the Executive with a new employer, shall maintain in full force and effect, for the continued benefit of the Executive, medical and dental programs or arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination, provided that continued participation by the Executive is possible under the general terms and provisions of such plans and programs. (g) . Except for the payment referred to in clause (i) of Section 4(a) none of the payments to the Executive under this Section 4 shall be counted for the purpose of computing the Executive’s 's benefits under any pension, profit sharing, deferred compensation or other employee benefit plan maintained by the Company. (h) The parties acknowledge that Executive holds one or more stock purchase options granted under the Company's 1994 Long-Term Stock Incentive Plan (the "Plan"). The individual stock option agreements representing such options set forth the specific time periods and other terms under which the options vest (become exercisable), subject to the overall provisions of the Plan. Under the last sentence of Section 5(b) of the Plan, the Compensation Committee of the Company's Board of Directors is authorized to modify the vesting provisions of options outstanding under the Plan. Under the authority and direction of the Compensation Committee acting under Section 5(b) of the Plan, all options held by Executive under the Plan are hereby amended to include the following sentence: "Notwithstanding any other provisions of this Option, this Option shall immediately become fully vested and exercisable as to all shares covered hereby upon the occurrence of a Change in Control (as such term is defined in that certain Severance Compensation Agreement dated ______________ between the Company and the Optionee). Such immediate vesting shall occur regardless of whether the Optionee remains employed by the Company after such Change in Control or is terminated (involuntarily or voluntarily) as a result of or following such Change in Control." This Agreement shall constitute the instrument of amendment of all such options, and no other documentation or action shall be required to effect such amendments.

Compensation Under this Agreement. (a) If within two years after a Change in Control of the Company, a Notice of Termination Company the Executive’s employment with the Company is given terminated either by the Company to the Executive without Cause or by the Executive to the Company, for Good Reason (and if such termination is not other than by reason of the Executive’s death, Disability or Retirement, or by the Company for Cause, or by the Executive other than for Good Reason, the Company shall make the following payments to the Executive: (i) the full base salary to which the Executive is entitled through the Date of Termination; (ii) credit for unused accrued and unpaid vacation calculated at Executive’s then current base salary rate; (iii) An amount equal to the Executive’s current Annual Bonus Award under any Company annual incentive plan for the fiscal year in which the Notice of Termination is given, multiplied by the percentage determined by dividing the number of days in the Company’s fiscal year that have elapsed prior to the date on which the Notice of Termination is given by the total number of days in such fiscal year. As used in this clause (iii) the Executive’s Annual Bonus Award means the dollar amount which would have been paid to Executive for the fiscal year in which the Notice of Termination is given under the then current Company executive incentive compensation plan, based on the assumption that the Target Level of performance would be reached by the Company and the Executive. (iv) an amount equal to two and one-half (2.52.0) times the sum of the Executive’s annualized base salary and Annual Bonus Award (as defined in clause (iii) above) for the year in which the Notice of Termination is given, provided, however, that the amounts to be paid to the Executive under this clause (iv) shall be reduced by the amount payable to the Executive under clause (iii) of this Section 4(a). (b) Upon a Change in Control, all stock options outstanding and unvested equity awards granted by the Company to the Executive will be immediately vested and, in the case of options and exerciseablesimilar awards, exercisable as of the Change in Control date. (i) If any payment or distribution by the Company to or for the benefit of the Executive, whether pursuant to the terms of this Agreement or otherwise (a “Payment”), is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Code”) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the Company shall make an additional payment (a “Gross-Up Payment”) to or on behalf of the Executive in an amount such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes) including, without limitation, any federal, state, or local income and employment taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the Payment, such Gross-Up Payment to be made within 10 days after the determination that the Payment is subject to the Excise Tax is made in accordance with the provisions hereof. (ii) Subject to the provisions of paragraph 4c(iii) hereof, all determinations under this paragraph 4(c), including whether a Gross-Up Payment is required and the amount of the Gross-Up Payment, shall be made by a certified public accounting firm immediately before the Change in Control occurs (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company and the Executive within 15 business days after the Change in Control (or any other change in ownership or effective control that triggers application of the Excise Tax) and, if a termination for Good Reason occurs, within 15 days after the termination for Good Reason. All fees and expenses of the Accounting Firm shall be borne solely by the Company. The initial Gross-Up Payment determined pursuant to this paragraph 4(c)(ii) shall be paid by the Company to the Executive, or tax authority, whichever is required, within five days after it receives the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive’s applicable federal tax return will not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding on the Company and the Executive. Notwithstanding the foregoing, as a result of uncertainty in applying Section 4999 of the Internal Revenue Code, it is possible that the Company will not have made Gross-Up Payments that it should have made hereunder (an “Underpayment”). If the Company exhausts its remedies pursuant to paragraph 4(c)(iii) hereof and the Executive thereafter is required to pay any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment, inform the Company and the Executive of the Underpayment in writing, and, within five days of receiving such written report, the Company shall pay the amount of such Underpayment to or for the benefit of the Executive. (iii) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but not later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is required to be paid. The Executive shall not pay such claim before the expiration of 30 days following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such is due). If the Company notifies the Executive in writing before the expiration of such 30-day period that it desires to contest such claim, the Executive shall (1) give the Company any information reasonably requested by the Company relating to such claim, and (2) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney selected by the Company, provided that the Company shall pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any tax, including interest and penalties, imposed as a result of such representation and payment of costs and expenses. The Company shall control all proceedings in connection with such contest and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any appropriate administrative tribunal or court, as the Company shall determine; provided, that if the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any tax, including interest or penalties, imposed with respect to such advance. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest any other issue. (iv) If, after the Executive receives an advance by the Company pursuant to paragraph 4(c)(iii) hereof, the Executive becomes entitled to receive a refund claimed pursuant to such paragraph 4(c)(iii), the Executive shall (subject to the Company’s complying with the requirements of such paragraph 4(c)(iii) promptly pay to the Company the amount of such refund (together with any interest thereon, after taxes applicable thereto). If, after the Executive receives an amount advanced by the Company pursuant to paragraph 4(c)(iii) hereof, a determination is made that the Executive shall not be entitled to any refund claimed pursuant to such paragraph 4(c)(iii), and the Company does not notify the Executive in writing of its intent to contest such denial of refund before the expiration of 30 days after such determination, the Executive shall not be required to repay such advance, and the amount of such advance shall offset, to the extent thereof, the amount of the required Gross-Up Payment. (v) Any payments The protections afforded to the Executive under this paragraph 4(c) shall apply during the term of this Agreement, and with respect to any Payments made during the term of this Agreement or otherwise required by this paragraph 4(C) shall be made Agreement, regardless of whether a termination the Executive’s employment by the Company terminates and, if the Executive’s employment by the Company does terminate, regardless of the reason for Good Reason occurssuch termination. (d) The amounts required to be paid under Section 4(a) shall be paid by the Company to the Executive in cash in a lump sum on no later than the 10th tenth (10th) day after the Date Executive’s Separation from Service. Notwithstanding any provision of Termination. All payments made this Agreement to the Executive pursuant to this Agreement or any other agreement or plan of or with the Company shall be made within the time periods described herein, howevercontrary, if it is determined by the parties or in the opinion of counsel reasonably acceptable to the Executive and the Company, such determination to be made or opinion provided to the Company no later than thirty is a “specified employee” (30) days after the Date of Termination, that payment (or payments) is or reasonably may be treated as deferred compensation within the meaning of Treasury Regulation Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”1.409A-1(i)), except in the case Executive shall not be entitled to any payments upon a termination of his employment until the earlier of (i) the date which is six (6) months after his Separation from Service for any reason other than death, or (ii) the date of the Executive’s death, . Any amounts otherwise payable to the payment (or paymentsExecutive following a termination of his employment that are not so paid by reason of this Section 4(d) shall be delayed (without interest) to a date no earlier than, and shall be paid as soon as administratively practicable after, after the date that is six (6) months after the Executive’s “separation from service,” as that term is defined in Section 409A service (or, if earlier, the date of the Code.Executive’s death) and, in the event of such a delay, the amount of the benefit that is so delayed shall accrue interest from the date the amount was otherwise payable (but for such delay) through the date upon which payment is actually made. For this purpose, interest shall accrue monthly and the applicable annualized rate of interest shall be at the rate of 8% . The provision for a six-month delay in payment under this Section 4(d) shall only apply if, and to the extent, required to comply with Code Section 409A. (e) Any payments required under this Section 4 shall be paid net of applicable federal, state and local tax withholding. (f) If the Company is required to make payments to the Executive under Section 4(a), the Company, until the earlier of (i) two and one-half (2.52.0) years after the Date of Termination or (ii) commencement of full-time employment by the Executive with a new employer, shall maintain in full force and effect, for the continued benefit of the Executive, medical and dental programs or arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination, provided that continued participation by the Executive is possible under the general terms and provisions of such plans and programs. (g) Except for the payment referred to in clause (i) of Section 4(a) none of the payments to the Executive under this Section 4 shall be counted for the purpose of computing the Executive’s benefits under any pension, profit sharing, deferred compensation or other employee benefit plan maintained by the Company.

Compensation Under this Agreement. (a) If within two years after a Change in Control of the Company, a Notice of Termination Company the Executive’s employment with the Company is given terminated either by the Company to the Executive without Cause or by the Executive to the Company, for Good Reason (and if such termination is not other than by reason of the Executive’s death, Disability or Retirement, or by the Company for Cause, or by the Executive other than for Good Reason, the Company shall make the following payments to the Executive: (i) the full base salary to which the Executive is entitled through the Date of Termination; (ii) credit for unused accrued and unpaid vacation calculated at Executive’s then current base salary rate; (iii) An amount equal to the Executive’s current Annual Bonus Award under any Company annual incentive plan for the fiscal year in which the Notice of Termination is given, multiplied by the percentage determined by dividing the number of days in the Company’s fiscal year that have elapsed prior to the date on which the Notice of Termination is given by the total number of days in such fiscal year. As used in this clause (iii) the Executive’s Annual Bonus Award means the dollar amount which would have been paid to Executive for the fiscal year in which the Notice of Termination is given under the then current Company executive incentive compensation plan, based on the assumption that the Target Level of performance would be reached by the Company and the Executive. (iv) an amount equal to two and one-half (2.5) times the sum of the Executive’s annualized base salary and Annual Bonus Award (as defined in clause (iii) above) for the year in which the Notice of Termination is given, provided, however, that the amounts to be paid to the Executive under this clause (iv) shall be reduced by the amount payable to the Executive under clause (iii) of this Section 4(a). (b) Upon a Change in Control, all stock options outstanding and unvested equity awards granted by the Company to the Executive will be immediately vested and, in the case of options and exerciseablesimilar awards, exercisable as of the Change in Control date. (i) If any payment or distribution by the Company to or for the benefit of the Executive, whether pursuant to the terms of this Agreement or otherwise (a “Payment”), is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Code”) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the Company shall make an additional payment (a “Gross-Up Payment”) to or on behalf of the Executive in an amount such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes) including, without limitation, any federal, state, or local income and employment taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the Payment, such Gross-Up Payment to be made within 10 days after the determination that the Payment is subject to the Excise Tax is made in accordance with the provisions hereof. (ii) Subject to the provisions of paragraph 4c(iii) hereof, all determinations under this paragraph 4(c), including whether a Gross-Up Payment is required and the amount of the Gross-Up Payment, shall be made by a certified public accounting firm immediately before the Change in Control occurs (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company and the Executive within 15 business days after the Change in Control (or any other change in ownership or effective control that triggers application of the Excise Tax) and, if a termination for Good Reason occurs, within 15 days after the termination for Good Reason. All fees and expenses of the Accounting Firm shall be borne solely by the Company. The initial Gross-Up Payment determined pursuant to this paragraph 4(c)(ii) shall be paid by the Company to the Executive, or tax authority, whichever is required, within five days after it receives the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive’s applicable federal tax return will not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding on the Company and the Executive. Notwithstanding the foregoing, as a result of uncertainty in applying Section 4999 of the Internal Revenue Code, it is possible that the Company will not have made Gross-Up Payments that it should have made hereunder (an “Underpayment”). If the Company exhausts its remedies pursuant to paragraph 4(c)(iii) hereof and the Executive thereafter is required to pay any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment, inform the Company and the Executive of the Underpayment in writing, and, within five days of receiving such written report, the Company shall pay the amount of such Underpayment to or for the benefit of the Executive. (iii) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but not later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is required to be paid. The Executive shall not pay such claim before the expiration of 30 days following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such is due). If the Company notifies the Executive in writing before the expiration of such 30-day period that it desires to contest such claim, the Executive shall (1) give the Company any information reasonably requested by the Company relating to such claim, and (2) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney selected by the Company, provided that the Company shall pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any tax, including interest and penalties, imposed as a result of such representation and payment of costs and expenses. The Company shall control all proceedings in connection with such contest and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any appropriate administrative tribunal or court, as the Company shall determine; provided, that if the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any tax, including interest or penalties, imposed with respect to such advance. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest any other issue. (iv) If, after the Executive receives an advance by the Company pursuant to paragraph 4(c)(iii) hereof, the Executive becomes entitled to receive a refund claimed pursuant to such paragraph 4(c)(iii), the Executive shall (subject to the Company’s complying with the requirements of such paragraph 4(c)(iii) promptly pay to the Company the amount of such refund (together with any interest thereon, after taxes applicable thereto). If, after the Executive receives an amount advanced by the Company pursuant to paragraph 4(c)(iii) hereof, a determination is made that the Executive shall not be entitled to any refund claimed pursuant to such paragraph 4(c)(iii), and the Company does not notify the Executive in writing of its intent to contest such denial of refund before the expiration of 30 days after such determination, the Executive shall not be required to repay such advance, and the amount of such advance shall offset, to the extent thereof, the amount of the required Gross-Up Payment. (v) Any payments The protections afforded to the Executive under this paragraph 4(c) shall apply during the term of this Agreement, and with respect to any Payments made during the term of this Agreement or otherwise required by this paragraph 4(C) shall be made Agreement, regardless of whether a termination the Executive’s employment by the Company terminates and, if the Executive’s employment by the Company does terminate, regardless of the reason for Good Reason occurssuch termination. (d) The amounts required to be paid under Section 4(a) shall be paid by the Company to the Executive in cash in a lump sum on no later than the 10th tenth (10th) day after the Date Executive’s Separation from Service. Notwithstanding any provision of Termination. All payments made this Agreement to the Executive pursuant to this Agreement or any other agreement or plan of or with the Company shall be made within the time periods described herein, howevercontrary, if it is determined by the parties or in the opinion of counsel reasonably acceptable to the Executive and the Company, such determination to be made or opinion provided to the Company no later than thirty is a “specified employee” (30) days after the Date of Termination, that payment (or payments) is or reasonably may be treated as deferred compensation within the meaning of Treasury Regulation Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”1.409A-1(i)), except in the case Executive shall not be entitled to any payments upon a termination of his employment until the earlier of (i) the date which is six (6) months after his Separation from Service for any reason other than death, or (ii) the date of the Executive’s death, . Any amounts otherwise payable to the payment (or paymentsExecutive following a termination of his employment that are not so paid by reason of this Section 4(d) shall be delayed (without interest) to a date no earlier than, and shall be paid as soon as administratively practicable after, after the date that is six (6) months after the Executive’s “separation from service,” as that term is defined in Section 409A service (or, if earlier, the date of the Code.Executive’s death) and, in the event of such a delay, the amount of the benefit that is so delayed shall accrue interest from the date the amount was otherwise payable (but for such delay) through the date upon which payment is actually made. For this purpose, interest shall accrue monthly and the applicable annualized rate of interest shall be at the rate of 8%. The provision for a six-month delay in payment under this Section 4(d) shall only apply if, and to the extent, required to comply with Code Section 409A. (e) Any payments required under this Section 4 shall be paid net of applicable federal, state and local tax withholding. (f) If the Company is required to make payments to the Executive under Section 4(a), the Company, until the earlier of (i) two and one-half (2.5) years after the Date of Termination or (ii) commencement of full-time employment by the Executive with a new employer, shall maintain in full force and effect, for the continued benefit of the Executive, medical and dental programs or arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination, provided that continued participation by the Executive is possible under the general terms and provisions of such plans and programs. (g) Except for the payment referred to in clause (i) of Section 4(a) none of the payments to the Executive under this Section 4 shall be counted for the purpose of computing the Executive’s benefits under any pension, profit sharing, deferred compensation or other employee benefit plan maintained by the Company.

Compensation Under this Agreement. (a) If within two years after a Change in Control of the Company, a Notice of Termination is given either by the Company to the Executive or by the Executive to the Company, and if such termination is not by reason of the Executive’s death, Disability or Retirement, or by the Company for Cause, or by the Executive other than for Good Reason, the Company shall make the following payments to the Executive: (i) the full base salary to which the Executive is entitled through the Date of Termination; (ii) credit for unused vacation calculated at Executive’s then current base salary rate; (iii) An amount equal to the Executive’s current Annual Bonus Award under any Company annual incentive plan for the fiscal year in which the Notice of Termination is given, multiplied by the percentage determined by dividing the number of days in the Company’s fiscal year that have elapsed prior to the date on which the Notice of Termination is given by the total number of days in such fiscal year. As used in this clause (iii) the Executive’s Annual Bonus Award means the dollar amount which would have been paid to Executive for the fiscal year in which the Notice of Termination is given under the then current Company executive incentive compensation plan, based on the assumption that the Target Level of performance would be reached by the Company and the Executive. (iv) an amount equal to two and one-half (2.5) times the sum of the Executive’s annualized base salary and Annual Bonus Award (as defined in clause (iii) above) for the year in which the Notice of Termination is given, provided, however, that the amounts to be paid to the Executive under this clause (iv) shall be reduced by the amount payable to the Executive under clause (iii) of this Section 4(a). (b) Upon a Change in Control, all stock options granted to Executive will be immediately vested and exerciseableexercisable. (i) If any payment or distribution by the Company to or for the benefit of the Executive, whether pursuant to the terms of this Agreement or otherwise (a “Payment”), is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the Company shall make an additional payment (a “Gross-Up Payment”) to the Executive in an amount such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes) including, without limitation, any federal, state, or local income and employment taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the Payment. (ii) Subject to the provisions of paragraph 4c(iii) hereof, all determinations under this paragraph 4(c), including whether a Gross-Up Payment is required and the amount of the Gross-Up Payment, shall be made by a certified public accounting firm immediately before the Change in Control occurs (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company and the Executive within 15 business days after the Change in Control (or any other change in ownership or effective control that triggers application of the Excise Tax) and, if a termination for Good Reason occurs, within 15 days after the termination for Good Reason. All fees and expenses of the Accounting Firm shall be borne solely by the Company. The initial Gross-Up Payment determined pursuant to this paragraph 4(c)(ii) shall be paid by the Company to the Executive, or tax authority, whichever is required, within five days after it receives the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive’s applicable federal tax return will not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding on the Company and the Executive. Notwithstanding the foregoing, as a result of uncertainty in applying Section 4999 of the Internal Revenue Code, it is possible that the Company will not have made Gross-Up Payments that it should have made hereunder (an “Underpayment”). If the Company exhausts its remedies pursuant to paragraph 4(c)(iii) hereof and the Executive thereafter is required to pay any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment, inform the Company and the Executive of the Underpayment in writing, and, within five days of receiving such written report, the Company shall pay the amount of such Underpayment to or for the benefit of the Executive. (iii) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but not later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is required to be paid. The Executive shall not pay such claim before the expiration of 30 days following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such is due). If the Company notifies the Executive in writing before the expiration of such 30-day period that it desires to contest such claim, the Executive shall (1) give the Company any information reasonably requested by the Company relating to such claim, and (2) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney selected by the Company, provided that the Company shall pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any tax, including interest and penalties, imposed as a result of such representation and payment of costs and expenses. The Company shall control all proceedings in connection with such contest and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any appropriate administrative tribunal or court, as the Company shall determine; provided, that if the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any tax, including interest or penalties, imposed with respect to such advance. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest any other issue. (iv) If, after the Executive receives an advance by the Company pursuant to paragraph 4(c)(iii) hereof, the Executive becomes entitled to receive a refund claimed pursuant to such paragraph 4(c)(iii), the Executive shall (subject to the Company’s complying with the requirements of such paragraph 4(c)(iii) promptly pay to the Company the amount of such refund (together with any interest thereon, after taxes applicable thereto). If, after the Executive receives an amount advanced by the Company pursuant to paragraph 4(c)(iii) hereof, a determination is made that the Executive shall not be entitled to any refund claimed pursuant to such paragraph 4(c)(iii), and the Company does not notify the Executive in writing of its intent to contest such denial of refund before the expiration of 30 days after such determination, the Executive shall not be required to repay such advance, and the amount of such advance shall offset, to the extent thereof, the amount of the required Gross-Up Payment. (v) Any payments otherwise required by this paragraph 4(C) shall be made regardless of whether a termination for Good Reason occurs. (d) The amounts required to be paid under Section 4(a) shall be paid by the Company to the Executive in cash in a lump sum on the 10th day after the Date of Termination. All payments made to the Executive pursuant to this Agreement or any other agreement or plan of or with the Company shall be made within the time periods described herein, however, if it is determined by the parties or in the opinion of counsel reasonably acceptable to the Executive and the Company, such determination to be made or opinion provided to the Company no later than thirty (30) days after the Date of Termination, that payment (or payments) is or reasonably may be treated as deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), except in the case of the Executive’s death, the payment (or payments) shall be delayed (without interest) to a date no earlier than, and shall be paid as soon as administratively practicable after, six (6) months after the Executive’s “separation from service,” as that term is defined in Section 409A of the Code. (e) Any payments required under this Section 4 shall be paid net of applicable federal, state and local tax withholding. (f) If the Company is required to make payments to the Executive under Section 4(a), the Company, until the earlier of (i) two and one-half (2.5) years after the Date of Termination or (ii) commencement of full-time employment by the Executive with a new employer, shall maintain in full force and effect, for the continued benefit of the Executive, medical and dental programs or arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination, provided that continued participation by the Executive is possible under the general terms and provisions of such plans and programs. (g) Except for the payment referred to in clause (i) of Section 4(a) none of the payments to the Executive under this Section 4 shall be counted for the purpose of computing the Executive’s benefits under any pension, profit sharing, deferred compensation or other employee benefit plan maintained by the Company.of

Compensation Under this Agreement. (a) If within two years after a Change in Control of the Company, a Notice of Termination is given either by the Company to the Executive or by the Executive to the Company, and if such termination is not by reason of the Executive’s death, Disability or Retirement, or by the Company for Cause, or by the Executive other than for Good Reason, the Company shall make the following payments to the Executive: (i) the full base salary to which the Executive is entitled through the Date of Termination; (ii) credit for unused vacation calculated at Executive’s then current base salary rate; (iii) An amount equal to the Executive’s current Annual Bonus Award under any Company annual incentive plan for the fiscal year in which the Notice of Termination is given, multiplied by the percentage determined by dividing the number of days in the Company’s fiscal year that have elapsed prior to the date on which the Notice of Termination is given by the total number of days in such fiscal year. As used in this clause (iii) the Executive’s Annual Bonus Award means the dollar amount which would have been paid to Executive for the fiscal year in which the Notice of Termination is given under the then current Company executive incentive compensation plan, based on the assumption that the Target Level of performance would be reached by the Company and the Executive. (iv) an amount equal to two and one-half (2.52) times the sum of the Executive’s annualized base salary and Annual Bonus Award (as defined in clause (iii) above) for the year in which the Notice of Termination is given, provided, however, that the amounts to be paid to the Executive under this clause (iv) shall be reduced by the amount payable to the Executive under clause (iii) of this Section 4(a). (b) Upon a Change in Control, all stock options granted to Executive will be immediately vested and exerciseableexercisable. (i) If any payment or distribution by the Company to or for the benefit of the Executive, whether pursuant to the terms of this Agreement or otherwise (a “Payment”), is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the Company shall make an additional payment (a “Gross-Up Payment”) to the Executive in an amount such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes) including, without limitation, any federal, state, or local income and employment taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the Payment. (ii) Subject to the provisions of paragraph 4c(iii) hereof, all determinations under this paragraph 4(c), including whether a Gross-Up Payment is required and the amount of the Gross-Up Payment, shall be made by a certified public accounting firm immediately before the Change in Control occurs (the “Accounting Firm”), which shall provide detailed supporting calculations to both the Company and the Executive within 15 business days after the Change in Control (or any other change in ownership or effective control that triggers application of the Excise Tax) and, if a termination for Good Reason occurs, within 15 days after the termination for Good Reason. All fees and expenses of the Accounting Firm shall be borne solely by the Company. The initial Gross-Up Payment determined pursuant to this paragraph 4(c)(ii) shall be paid by the Company to the Executive, or tax authority, whichever is required, within five days after it receives the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive’s applicable federal tax return will not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding on the Company and the Executive. Notwithstanding the foregoing, as a result of uncertainty in applying Section 4999 of the Internal Revenue Code, it is possible that the Company will not have made Gross-Up Payments that it should have made hereunder (an “Underpayment”). If the Company exhausts its remedies pursuant to paragraph 4(c)(iii) hereof and the Executive thereafter is required to pay any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment, inform the Company and the Executive of the Underpayment in writing, and, within five days of receiving such written report, the Company shall pay the amount of such Underpayment to or for the benefit of the Executive. (iii) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but not later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is required to be paid. The Executive shall not pay such claim before the expiration of 30 days following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such is due). If the Company notifies the Executive in writing before the expiration of such 30-day period that it desires to contest such claim, the Executive shall (1) give the Company any information reasonably requested by the Company relating to such claim, and (2) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney selected by the Company, provided that the Company shall pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any tax, including interest and penalties, imposed as a result of such representation and payment of costs and expenses. The Company shall control all proceedings in connection with such contest and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or to contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any appropriate administrative tribunal or court, as the Company shall determine; provided, that if the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any tax, including interest or penalties, imposed with respect to such advance. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and the Executive shall be entitled to settle or contest any other issue. (iv) If, after the Executive receives an advance by the Company pursuant to paragraph 4(c)(iii) hereof, the Executive becomes entitled to receive a refund claimed pursuant to such paragraph 4(c)(iii), the Executive shall (subject to the Company’s complying with the requirements of such paragraph 4(c)(iii) promptly pay to the Company the amount of such refund (together with any interest thereon, after taxes applicable thereto). If, after the Executive receives an amount advanced by the Company pursuant to paragraph 4(c)(iii) hereof, a determination is made that the Executive shall not be entitled to any refund claimed pursuant to such paragraph 4(c)(iii), and the Company does not notify the Executive in writing of its intent to contest such denial of refund before the expiration of 30 days after such determination, the Executive shall not be required to repay such advance, and the amount of such advance shall offset, to the extent thereof, the amount of the required Gross-Up Payment. (v) Any payments otherwise required by this paragraph 4(C) shall be made regardless of whether a termination for Good Reason occurs. (d) The amounts required to be paid under Section 4(a) shall be paid by the Company to the Executive in cash in a lump sum on the 10th day after the Date of Termination. All payments made to the Executive pursuant to this Agreement or any other agreement or plan of or with the Company shall be made within the time periods described herein, however, if it is determined by the parties or in the opinion of counsel reasonably acceptable to the Executive and the Company, such determination to be made or opinion provided to the Company no later than thirty (30) days after the Date of Termination, that payment (or payments) is or reasonably may be treated as deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), except in the case of the Executive’s death, the payment (or payments) shall be delayed (without interest) to a date no earlier than, and shall be paid as soon as administratively practicable after, six (6) months after the Executive’s “separation from service,” as that term is defined in Section 409A of the Code. (e) Any payments required under this Section 4 shall be paid net of applicable federal, state and local tax withholding. (f) If the Company is required to make payments to the Executive under Section 4(a), the Company, until the earlier of (i) two and one-half (2.5) years after the Date of Termination or (ii) commencement of full-time employment by the Executive with a new employer, shall maintain in full force and effect, for the continued benefit of the Executive, medical and dental programs or arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination, provided that continued participation by the Executive is possible under the general terms and provisions of such plans and programs. (g) Except for the payment referred to in clause (i) of Section 4(a) none of the payments to the Executive under this Section 4 shall be counted for the purpose of computing the Executive’s benefits under any pension, profit sharing, deferred compensation or other employee benefit plan maintained by the Company.of