Common use of Following a Change in Control Clause in Contracts

Following a Change in Control. If, within thirty-six (36) months following a Change in Control, the Executive (i) is terminated without Cause, or (ii) resigns for Good Reason (as defined and qualified in Section 9(f) above), then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%) of the Adjusted Bonus Amount, (iv) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s Base Salary, (v) notwithstanding anything to the contrary in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days following the Date of Termination, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9.

Following a Change in Control. IfIf within one year following the occurrence of a Change of Control the Executive’s employment by the Company is terminated either by the Company other than for Cause, death or Disability, or by the Executive for any reason, then the Executive shall be entitled to the benefits provided below: (i) the Company shall pay the Executive all Accrued Compensation; (ii) the Company shall pay the Executive as severance pay and in lieu of any further salary for periods subsequent to the Termination Date, in a single payment an amount in cash equal to two (2) times the sum of (A) the Executive’s Base Salary at the highest rate in effect at any time within thirtythe ninety (90) day period ending on the date the Notice of Termination is given or the Executive’s Base Salary immediately prior to the Change in Control, if greater, and (B) the Payment Amount; and (iii) for a period of twenty-six four (3624) months following such termination, the Company shall at its expense continue on behalf of the Executive and his dependents and beneficiaries the life insurance, disability, medical, dental and hospitalization benefits which were being provided to the Executive at the time Notice of Termination is given (or, if the Executive is terminated following a Change in Control, the Executive (i) is terminated without Cause, or (ii) resigns for Good Reason (as defined and qualified in Section 9(f) above), then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive at the time of the Change in Control, if greater). The benefits provided in this subsection 6(c)(iii) shall be no less favorable to the Executive, in terms of amounts and deductibles and costs to him, than the coverage provided the Executive under this Agreement through the Date of Termination, (ii) plans providing such benefits at the amount of any cash bonus related to any year ending before the Date time Notice of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%) is given or at the time of the Adjusted Bonus Amount, (iv) an amount equal Change in Control if more favorable to two hundred ninety-nine percent (299%) of the Executive. The Company’s Base Salary, (v) notwithstanding anything obligation hereunder with respect to the contrary in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, foregoing benefits shall be limited to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or obtains any such benefits pursuant to a subsequent employer’s benefit plans, in which case the Company may reduce the coverage of any benefits it is required to provide the Executive hereunder as long as the aggregate coverage of the combined benefit plans is no less favorable to the Executive’s spouse , in terms of amounts and dependents are entitled deductibles and costs to under COBRA and any rights (including him, than the length of coveragecoverage required to be provided hereunder. This subsection 6(c)(iii) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due interpreted so as to limit any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise or his dependents may be entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days Company’s employee benefit plans, programs or practices following the Date Executive’s termination of Terminationemployment, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to executeincluding, deliver without limitation, retiree medical and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9life insurance benefits.

Following a Change in Control. IfIf within one year following the occurrence of a Change of Control the Executive’s employment by the Company is terminated either by the Company other than for Cause, death or Disability, or by the Executive for any reason, then the Executive shall be entitled to the benefits provided below: (i) the Company shall pay the Executive all Accrued Compensation; (ii) the Company shall pay the Executive as severance pay and in lieu of any further salary for periods subsequent to the Termination Date, in a single payment an amount in cash equal to two (2) times the sum of (A) the Executive’s Base Salary at the highest rate in effect at any time within thirtythe ninety (90) day period ending on the date the Notice of Termination is given or the Executive’s Base Salary immediately prior to the Change in Control, if greater, and (B) the Target Bonus Amount; and (iii) for a period of twenty-six four (3624) months following such termination, the Company shall at its expense continue on behalf of the Executive and his dependents and beneficiaries the life insurance, disability, medical, dental and hospitalization benefits which were being provided to the Executive at the time Notice of Termination is given (or, if the Executive is terminated following a Change in Control, the Executive (i) is terminated without Cause, or (ii) resigns for Good Reason (as defined and qualified in Section 9(f) above), then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive at the time of the Change in Control, if greater). The benefits provided in this subsection 6(c)(iii) shall be no less favorable to the Executive, in terms of amounts and deductibles and costs to him, than the coverage provided the Executive under this Agreement through the Date of Termination, (ii) plans providing such benefits at the amount of any cash bonus related to any year ending before the Date time Notice of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%) is given or at the time of the Adjusted Bonus Amount, (iv) an amount equal Change in Control if more favorable to two hundred ninety-nine percent (299%) of the Executive. The Company’s Base Salary, (v) notwithstanding anything obligation hereunder with respect to the contrary in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, foregoing benefits shall be limited to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or obtains any such benefits pursuant to a subsequent employer’s benefit plans, in which case the Company may reduce the coverage of any benefits it is required to provide the Executive hereunder as long as the aggregate coverage of the combined benefit plans is no less favorable to the Executive’s spouse , in terms of amounts and dependents are entitled deductibles and costs to under COBRA and any rights (including him, than the length of coveragecoverage required to be provided hereunder. This subsection 6(c)(iii) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due interpreted so as to limit any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise or his dependents may be entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days Company’s employee benefit plans, programs or practices following the Date Executive’s termination of Terminationemployment, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to executeincluding, deliver without limitation, retiree medical and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9life insurance benefits.

Following a Change in Control. If, within thirty-six (36) months following a Change in Control, the Executive (i) is terminated without Cause, or (ii) resigns for Good Reason (as defined and qualified in Section 9(f) above), then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two one hundred ninety-nine and fifty percent (299150%) of the Adjusted Bonus Amount, (iv) an amount equal to two one hundred ninety-nine and fifty percent (299150%) of the Executive’s Base Salary, (v) notwithstanding anything to the contrary in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of for eighteen (18) months following the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days following the Date of Termination, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9.

Following a Change in Control. IfIf within one year following the occurrence of a Change of Control the Employee’s employment by the Company is terminated either by the Company other than for Cause, death or Disability, or by the Employee for Good Reason, then the Employee shall be entitled to the benefits provided below (the “CiC Benefits” and together with Without Cause Benefits, the “Severance Benefits”): (i) the Company shall pay the Employee all Accrued Compensation; (ii) the Company shall pay the Employee as severance pay and in lieu of any further salary for periods subsequent to the Termination Date, in a single payment an amount in cash equal to two (2) times the sum of (A) the Employee’s Base Salary at the highest rate in effect at any time within thirtythe ninety (90) day period ending on the date the Notice of Termination is given or the Employee’s Base Salary immediately prior to the Change in Control, if greater, and (B) the Payment Amount; and (iii) for a period of twenty-six four (3624) months following such termination, the Company shall at its expense continue on behalf of the Employee and the Employee’s dependents and beneficiaries the medical and dental benefits which were being provided to the Employee at the time Notice of Termination is given (or, if the Employee is terminated following a Change in Control, the Executive (i) is terminated without Cause, or (ii) resigns for Good Reason (as defined and qualified in Section 9(f) above), then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive Employee at the time of the Change in Control, if greater). Post-termination medical and dental coverage will run concurrently with the COBRA coverage period. The benefits provided in this subsection 6(c)(iii) shall be no less favorable to the Employee, in terms of amounts and deductibles and costs to her, than the coverage provided the Employee under this Agreement through the Date of Termination, (ii) plans providing such benefits at the amount of any cash bonus related to any year ending before the Date time Notice of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%) is given or at the time of the Adjusted Bonus Amount, (iv) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s Base Salary, (v) notwithstanding anything Change in Control if more favorable to the contrary in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, Employee. The Company’s obligation hereunder with respect to the foregoing benefits shall be limited to the extent not then vestedthat the Employee obtains any such benefits pursuant to a subsequent employer’s benefit plans, shall vest, (vi) health insurance in which case the Company may reduce the coverage of any benefits substantially commensurate with it is required to provide the Company’s standard health insurance benefits for Employee hereunder as long as the Executive and the Executive’s spouse and dependents through the third anniversary aggregate coverage of the Date combined benefit plans is no less favorable to the Employee, in terms of Termination; providedamounts and deductibles and costs to her, however, that such continued benefits than the coverage required to be provided hereunder. This subsection 6(c)(iii) shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and not be interpreted so as to limit any benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive Employee or the ExecutiveEmployee’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days Company’s employee benefit plans, programs or practices following the Date Employee’s termination of Terminationemployment, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to executeincluding, deliver and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu ofwithout limitation, and not in addition to, any payment pursuant to any other paragraph of this Section 9retiree medical insurance benefits.

Following a Change in Control. IfIf within one year following the occurrence of a Change of Control the Employee’s employment by the Company is terminated either by the Company other than for Cause, death or Disability, or by the Employee for Good Reason, then the Employee shall be entitled to the benefits provided below (the “CiC Benefits” and together with Without Cause Benefits, the “Severance Benefits”): (i) the Company shall pay the Employee all Accrued Compensation; (ii) the Company shall pay the Employee as severance pay and in lieu of any further salary for periods subsequent to the Termination Date, in a single payment an amount in cash equal to the sum of (A) two (2) times the Employee’s Base Salary at the highest rate in effect at any time within thirtythe ninety (90) day period ending on the date the Notice of Termination is given or the Employee’s Base Salary immediately prior to the Change in Control, if greater, and (B) the Payment Amount; and (iii) for a period of twenty-six four (3624) months following such termination, the Company shall at its expense continue on behalf of the Employee and his dependents and beneficiaries the life insurance, disability, medical, dental and hospitalization benefits which were being provided to the Employee at the time Notice of Termination is given (or, if the Employee is terminated following a Change in Control, the Executive (i) is terminated without Cause, or (ii) resigns for Good Reason (as defined and qualified in Section 9(f) above), then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive Employee at the time of the Change in Control, if greater). Post-termination medical, dental, and hospitalization coverage will run concurrently with the COBRA coverage period. The benefits provided in this subsection 6(c)(iii) shall be no less favorable to the Employee, in terms of amounts and deductibles and costs to him, than the coverage provided the Employee under this Agreement through the Date of Termination, (ii) plans providing such benefits at the amount of any cash bonus related to any year ending before the Date time Notice of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%) is given or at the time of the Adjusted Bonus Amount, (iv) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s Base Salary, (v) notwithstanding anything Change in Control if more favorable to the contrary in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, Employee. The Company’s obligation hereunder with respect to the foregoing benefits shall be limited to the extent not then vestedthat the Employee obtains any such benefits pursuant to a subsequent employer’s benefit plans, shall vest, (vi) health insurance in which case the Company may reduce the coverage of any benefits substantially commensurate with it is required to provide the Company’s standard health insurance benefits for Employee hereunder as long as the Executive and the Executive’s spouse and dependents through the third anniversary aggregate coverage of the Date combined benefit plans is no less favorable to the Employee, in terms of Termination; providedamounts and deductibles and costs to him, however, that such continued benefits than the coverage required to be provided hereunder. This subsection 6(c)(iii) shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and not be interpreted so as to limit any benefits to be determined on a coverage-by-coverage which the Employee or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and his dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days Company’s employee benefit plans, programs or practices following the Date Employee’s termination of Terminationemployment, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to executeincluding, deliver without limitation, retiree medical and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9life insurance benefits.

Following a Change in Control. (i) If, within thirtytwenty-six four (3624) months following a Change in Control, the Executive is (i) is terminated without Cause, or (ii) resigns for Good Reason (as defined and qualified in Section 9(f) above), then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any year Fiscal Year ending before the Date of Termination (and the fiscal year ending on March 31, 2011) that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine and fifty percent (299%) of the Adjusted Bonus Amount, (iv) an amount equal to two hundred ninety-nine percent (299250%) of the Executive’s Base Salary at the then-current rate of Base Salary, (viv) notwithstanding anything to the contrary in any equity incentive plan or agreementagreement or the related award agreements, all equity incentive options, restricted stock awards and restricted stock unit awards (other than any Performance Units granted after the date hereof), which are then outstanding, to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (viiv) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements)Termination. The amounts referred to in clauses (i) through (iviii) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days immediately following the Date expiration of Termination, with the date of such payment determined by the Company in its sole discretionSeverance Delay Period. The Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A. A prior to the expiration of the Severance Delay Period. Payments pursuant to this Section 9(h9(i) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9. (ii) In the event of a Change in Control, whether or not the Executive’s employment is terminated, the Executive shall earn and become 100% vested in a prorated portion of any Performance Units granted after the date hereof for performance periods that are ongoing as of the Change in Control and for which at least one-year of the performance period has elapsed as of the Change in Control as calculated pursuant to the following sentence, notwithstanding anything contrary in the Original Agreement or any equity incentive plan or agreement, including without limitation, the 2005 Equity Plan or the related award agreements and grant documents. The amount of the prorated Performance Units will be determined in accordance with the terms of the Performance Unit grant documents based upon the Company’s performance as of the date of the Change in Control as if the performance period had been completed, and then multiplied by a fraction, the numerator of which is the full number of calendar months that have elapsed since the beginning of the performance period and the denominator of which is the number of months between the beginning of the performance period and when the award would fully vest and no longer be subject to forfeiture. Additionally, in the event of a Change in Control, whether or not the Executive’s employment is terminated, the Executive shall become 100% vested in a prorated portion of Performance Units granted after the date hereof that were earned during a completed performance period but remain unvested as calculated pursuant to the following sentence, notwithstanding anything to the contrary in the Original Agreement or any equity incentive plan or agreement, including without limitation, the 2005 Equity Plan, or the related award agreements and grant documents. The amount of prorated Performance Units will be determined based upon the number of Performance Units, if any, that were earned during the completed performance period but remain unvested, and then multiplied by a fraction, the numerator of which is the full number of calendar months that have elapsed since the beginning of the performance period and the denominator of which is the number of months between the beginning of the performance period and when the award would fully vest and no longer be subject to forfeiture. Payments made pursuant to this section shall be processed within thirty (30) days after the Change in Control.

Following a Change in Control. If, (i) If within thirtytwenty-six four (3624) months following a Change in Control, the Executive is (ix) is terminated without CauseCause by delivery of a Notice of Termination, or (iiy) resigns for Good Reason (as defined and qualified in Section 9(f10(f) above)) by delivery of a Notice of Resignation, then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) in the event the Date of Termination occurs after the completion of any Fiscal Year, but prior to the date any cash bonus related to such Fiscal Year has been determined or paid to the Executive, the amount of any cash bonus related to any year such Fiscal Year ending before the Date of Termination that has the Executive would have otherwise been earned but remains unpaidentitled to had Executive not terminated, (iii) an amount equal to two hundred ninety-nine percent (299%) of the Adjusted Bonus Amount, (iv) an amount equal to two hundred ninety-nine percent (299200%) of the Executive’s Base Salary at the then-current rate of Base Salary, (viv) notwithstanding anything to the contrary in any equity incentive plan or agreementagreement or the related award agreements, all options, restricted stock awards, restricted stock unit awards and any other equity incentive awards (other than any Performance Units), which are then outstanding, to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (viiv) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements)Termination. The amounts referred to in clauses (i) through (ivv) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days immediately following the Date expiration of Termination, with the date of such payment determined by the Company in its sole discretionSeverance Delay Period. The Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A. A prior to the expiration of the Severance Delay Period. Payments pursuant to this Section 9(h10(i) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 910. (ii) Upon the consummation of a Change in Control, whether or not the Executive’s employment is terminated, the Executive shall earn and become 100% vested in a prorated portion of any Performance Units (other than Inducement Performance Units) for performance periods that are ongoing as of the Change in Control and for which at least one year of the performance period has elapsed as of the Change in Control as calculated pursuant to the following sentence, notwithstanding anything contrary in any equity incentive plan or agreement, including without limitation, the 2005 Equity Plan or the related award agreements and grant documents. The amount of the prorated Performance Units will be determined in accordance with the terms of the Performance Unit grant documents based upon the Company’s performance as of the date of the Change in Control as if the performance period had been completed, and then multiplied by a fraction, the numerator of which is the full number of calendar months that have elapsed since the beginning of the performance period and the denominator of which is the number of months between the beginning of the performance period and when the award would fully vest and no longer be subject to forfeiture. Additionally, in the event of a Change in Control, whether or not the Executive’s employment is terminated, the Executive shall become 100% vested in a prorated portion of Performance Units (other than Inducement Performance Units) that were earned during a completed performance period but remain unvested as calculated pursuant to the following sentence, notwithstanding anything to the contrary in any equity incentive plan or agreement, including without limitation, the 2005 Equity Plan, or the related award agreements and grant documents. The amount of prorated Performance Units will be determined based upon the number of Performance Units (other than Inducement Performance Units), if any, that were earned during the completed performance period but remain unvested, and then multiplied by a fraction, the numerator of which is the full number of calendar months that have elapsed since the beginning of the performance period and the denominator of which is the number of months between the beginning of the performance period and when the award would fully vest and no longer be subject to forfeiture. (iii) Upon the consummation of a Change in Control, whether or not the Executive’s employment is terminated, the Executive shall earn and become 100% vested in any Inducement Performance Units for performance periods that are ongoing as of the Change in Control and as calculated pursuant to the following sentence, notwithstanding anything contrary in any equity incentive plan or agreement, including without limitation, the 2005 Equity Plan or the related award agreements and grant documents. The amount of the Inducement Performance Units will be determined in accordance with the terms of the Inducement Performance Unit grant documents based upon the Company’s performance as of the date of the Change in Control as if the performance period had been completed. Additionally, in the event of a Change in Control, whether or not the Executive’s employment is terminated, the Executive shall become 100% vested in any Inducement Performance Units that were earned during a completed performance period but remain unvested, notwithstanding anything to the contrary in any equity incentive plan or agreement, including without limitation, the 2005 Equity Plan, or the related award agreements and grant documents. (iv) In the event Executive is terminated without Cause, or resigns for Good Reason, following the public announcement of a Board-approved agreement to effect a Change in Control but prior to the consummation of such Change in Control, then in addition to those payments made pursuant to Sections 10(e) or (f), as applicable, Executive shall be entitled to certain additional payments pursuant to this Section 10(i)(iv) in the event such publicly announced Change in Control is consummated (or if such publicly announced Change in Control is terminated by the Board to accept a superior proposal, if such superior proposal constituting a Change in Control is consummated). In such case, (i) the Executive shall be entitled to receive an amount equal to one hundred percent 100% of the Executive’s Base Salary at the rate of Base Salary in effect on the Executive’s Date of Termination; (ii) with respect to any unvested equity awards (other than Performance Units) that Executive forfeited upon his termination of employment (without receiving payment therefor) but that would have vested on or prior to Executive’s termination with Good Reason following a Change in Control had Executive remained employed with the Company until the Change in Control (such equity, “Unvested Equity”), Executive shall be entitled to receive a payment in an amount equal to the value of such Unvested Equity, calculated with reference to the value of the Company’s common stock implied by the Change in Control price of such stock; and (iii) with respect to any Performance Units (including Inducement Performance Units) held by Executive at the Date of Termination (and not previously forfeited), a payment in an amount equal to the difference between the amount that would have been paid on account of such Performance Units pursuant to Section 10(i)(ii) and 10(i)(iii) had Executive remained employed with the Company until the date of a Change in Control and the amount that has actually been paid on account of such Performance Units as of the date of the Change in Control pursuant to Section 10(e) or 10(f), as applicable. The additional payments set forth in subsections (i) to (iii) of this Section 10(i)(iv) shall be paid in a lump sum on the later of (x) the expiration of the original Severance Delay Period applicable to Executive’s actual termination, or (y) contemporaneously with the closing of the Change in Control (or within ten (10) days thereafter). For the avoidance of doubt, a payment shall be made under this Section 10(i)(iv) only as a result of a Change in Control described in Section 10(k)(iii) and shall not include a “Non-Qualifying Transaction.”

Following a Change in Control. IfIf within one year following the occurrence of a Change of Control (which for purposes of this Section shall not include the Merger) the Employee’s employment by Parent is terminated either by Parent other than for Cause, death or Disability, or by the Employee for Good Reason, then the Employee shall be entitled to the benefits provided below (the “CiC Benefits” and together with Without Cause Benefits, the “Severance Benefits”): (i) Parent shall pay the Employee all Accrued Compensation; (ii) Parent shall pay the Employee as severance pay and in lieu of any further salary for periods subsequent to the Termination Date, in a single payment an amount in cash equal to the sum of (A) two (2) times the Employee’s Base Salary at the highest rate in effect at any time within thirtythe ninety (90) day period ending on the date the Notice of Termination is given or the Employee’s Base Salary immediately prior to the Change in Control, if greater, and (B) the Payment Amount; and (iii) for a period of twenty-six four (3624) months following such termination, Parent shall at its expense continue on behalf of the Employee and his dependents and beneficiaries the life insurance, disability, medical, dental and hospitalization benefits which were being provided to the Employee at the time Notice of Termination is given (or, if the Employee is terminated following a Change in Control, the Executive (i) is terminated without Cause, or (ii) resigns for Good Reason (as defined and qualified in Section 9(f) above), then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive Employee at the time of the Change in Control, if greater). Post-termination medical, dental, and hospitalization coverage will run concurrently with the COBRA coverage period. The benefits provided in this subsection 6(c)(iii) shall be no less favorable to the Employee, in terms of amounts and deductibles and costs to him, than the coverage provided the Employee under this Agreement through the Date of Termination, (ii) plans providing such benefits at the amount of any cash bonus related to any year ending before the Date time Notice of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%) is given or at the time of the Adjusted Bonus Amount, (iv) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s Base Salary, (v) notwithstanding anything Change in Control if more favorable to the contrary in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, Employee. Parent’s obligation hereunder with respect to the foregoing benefits shall be limited to the extent not then vestedthat the Employee obtains any such benefits pursuant to a subsequent employer’s benefit plans, shall vest, (vi) health insurance in which case Parent may reduce the coverage of any benefits substantially commensurate with it is required to provide the Company’s standard health insurance benefits for Employee hereunder as long as the Executive and the Executive’s spouse and dependents through the third anniversary aggregate coverage of the Date combined benefit plans is no less favorable to the Employee, in terms of Termination; providedamounts and deductibles and costs to him, however, that such continued benefits than the coverage required to be provided hereunder. This subsection 6(c)(iii) shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and not be interpreted so as to limit any benefits to be determined on a coverage-by-coverage which the Employee or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and his dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise entitled under any planof Parent’s employee benefit plans, policy programs or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days practices following the Date Employee’s termination of Terminationemployment, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to executeincluding, deliver without limitation, retiree medical and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9life insurance benefits.

Following a Change in Control. IfIf the Executive’s employment is terminated by the Company without Cause, as defined in Section 5.a, or by the Executive for Good Reason, as defined in Section 5.b, within thirty-six (36) months one year following a Change in ControlControl (the effective date of any such termination being hereinafter referred to as the “CIC Termination Date”), the Executive shall be entitled to the following severance benefits (and no others): (i) is terminated without CauseFor a period of twelve (12) months following the CIC Termination Date (the “Salary Continuation Period”), or the Company shall continue to pay the Executive the base salary and targeted annual bonus (monthly on a pro rata basis), both at the rate in effect immediately before the CIC Termination Date, except that in the case of a termination by the Executive for Good Reason, disregarding any reduction thereof that was the basis for such termination. (ii) resigns for Good Reason The CIC Termination Date shall be treated as a qualifying event under the Consolidated Omnibus Reconciliation Act of 1985 (as defined and qualified in Section 9(f) above“COBRA”). Under COBRA, then if the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to is covered by the Executive under this Agreement through the Date of Terminationgroup medical and/or dental plan offered by Xxxxx, (ii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%) of the Adjusted Bonus Amount, (iv) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s Base Salary, (v) notwithstanding anything to the contrary in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s her spouse and dependents are entitled to elect a temporary extension of health and/or dental coverage at group rates in certain instances where coverage under COBRA and any rights the plan would otherwise end (including the length of coverage) that “Continuation Coverage”). If the Executive elects Continuation Coverage under COBRA, during the period of such Continuation Coverage, the Executive will be responsible for any contribution required from active employees of the Company under the applicable group medical and/or dental plan. (iii) During the Salary Continuation Period, the Executive shall be entitled to continue participation in the executive financial planning benefit in effect as of the CIC Termination Date. The Executive shall give the Company Notice of termination specifying which of the foregoing provisions is applicable and the factual basis therefor, and if the Company fails to remedy such material failure, the Executive’s spouse last day of actual employment with Xxxxx shall be the 30th business day after such Notice is given or such other date as the Company and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance Amountagree.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days following the Date of Termination, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9.

Following a Change in Control. IfIf within one year following the occurrence of a Change of Control the Executive’s employment by the Company is terminated either by the Company other than for Cause, death or Disability, or by the Executive for any reason, then the Executive shall be entitled to the benefits provided below (the “CiC Benefits” and together with Without Cause Benefits, the “Severance Benefits”): (i) the Company shall pay the Executive all Accrued Compensation; (ii) the Company shall pay the Executive as severance pay and in lieu of any further salary for periods subsequent to the Termination Date, in a single payment an amount in cash equal to two (2) times the sum of (A) the Executive’s Base Salary at the highest rate in effect at any time within thirtythe ninety (90) day period ending on the date the Notice of Termination is given or the Executive’s Base Salary immediately prior to the Change in Control, if greater, and (B) the Payment Amount; and (iii) for a period of twenty-six four (3624) months following such termination, the Company shall at its expense continue on behalf of the Executive and his dependents and beneficiaries the life insurance, disability, medical, dental and hospitalization benefits which were being provided to the Executive at the time Notice of Termination is given (or, if the Executive is terminated following a Change in Control, the Executive (i) is terminated without Cause, or (ii) resigns for Good Reason (as defined and qualified in Section 9(f) above), then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive at the time of the Change in Control, if greater). Post-termination medical, dental, and hospitalization coverage will run concurrently with the COBRA coverage period. The benefits provided in this subsection 6(c)(iii) shall be no less favorable to the Executive, in terms of amounts and deductibles and costs to him, than the coverage provided the Executive under this Agreement through the Date of Termination, (ii) plans providing such benefits at the amount of any cash bonus related to any year ending before the Date time Notice of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%) is given or at the time of the Adjusted Bonus Amount, (iv) an amount equal Change in Control if more favorable to two hundred ninety-nine percent (299%) of the Executive. The Company’s Base Salary, (v) notwithstanding anything obligation hereunder with respect to the contrary in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, foregoing benefits shall be limited to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or obtains any such benefits pursuant to a subsequent employer’s benefit plans, in which case the Company may reduce the coverage of any benefits it is required to provide the Executive hereunder as long as the aggregate coverage of the combined benefit plans is no less favorable to the Executive’s spouse , in terms of amounts and dependents are entitled deductibles and costs to under COBRA and any rights (including him, than the length of coveragecoverage required to be provided hereunder. This subsection 6(c)(iii) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due interpreted so as to limit any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise or his dependents may be entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days Company’s employee benefit plans, programs or practices following the Date Executive’s termination of Terminationemployment, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to executeincluding, deliver without limitation, retiree medical and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9life insurance benefits.

Following a Change in Control. IfIn the event of a "Change in Control" (as defined in this Section 9(c)), within thirty-six (36) months Executive may elect, at any time during the 180- day period immediately following a such Change in Control, to deliver 60 days' written notice to the Company of his termination of employment hereunder. In the event of such termination, Executive shall receive the following (collectively, the "Change in Control Severance Payment"): (i) is terminated without Cause, A lump-sum cash payment payable within 30 days of the effective date of such termination in an amount equal to 2 times the sum of (A) Executive's Base Compensation then in effect and (B) the Bonus Compensation paid or payable to Executive for the most recently completed fiscal year of the Company. (ii) resigns for Good Reason Executive shall receive the life insurance, health insurance and automobile benefits under this Agreement until the earlier to occur of (x) the date 24 months from the date of such termination and (y) the date on which Executive obtains new employment with a third party. (iii) All unvested stock options previously awarded to Executive shall vest in accordance with the Company's stock option plan pursuant to which such options were vested. (iv) The Restricted Stock Shares shall be 100% vested effective as of the date of such termination. (A) In the event that all or any portion of the Change in Control Severance Payment, other than pursuant to clause 9(c)(iii), payable to Executive shall (1) constitute "parachute payments" within the meaning of Section 280G (as defined it may be amended or replaced) of the U.S. Internal Revenue Code (the "Code") ("Parachute Payments") and qualified in (2) be subject to the excise tax imposed by Section 9(f4999 (as it may be amended or replaced) aboveof the Code ("the Excise Tax"), then the Company shall pay to Executive will an additional amount (the "Gross-Up Amount") such that the net benefits retained by Executive after the deduction of the Excise Tax (including interest and penalties) excluding any federal, state or local income taxes (including interest and penalties) upon the Gross-Up Amount shall be entitled to receive (i) all Base Salary and benefits to be paid or provided equal to the Executive under this Agreement through benefits that would have been payable as a Change in Control Severance Payment, other than pursuant to clause 9(c)(iii), had the Date Excise Tax not been applicable. (B) The determination of Terminationwhether the Excise Tax is payable, (ii) the amount thereof, and the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninetyGross-nine percent (299%) of the Adjusted Bonus Amount, (iv) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s Base Salary, (v) notwithstanding anything to the contrary Up Amount shall be made in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with writing in good faith by the Company’s standard health insurance benefits for 's nationally recognized independent certified public accounting firm (the Executive "Accounting Firm"). If such determination is not finally accepted by the Internal Revenue Service on audit, then appropriate adjustments shall be computed based upon the amount of Excise tax and the Executive’s spouse and dependents through the third anniversary of the Date of Terminationany interest or penalties so determined; provided, however, that Executive in no event shall owe the Company any interest on any portion of the Gross-Up Amount that is returned to the Company. For purposes of making the calculations required by this Section 9(c)(v), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. The Company and Executive shall furnish such continued benefits shall terminate on information and documents as may be reasonably requested in connection with the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under performance of the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided calculations under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements9(c)(v). The amounts referred Company shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 9(c)(v). The Company shall pay the Gross-Up Amount to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) 60 days following receipt of the Date Accounting Firm's determination of Termination, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9Gross-Up Amount.

Following a Change in Control. IfIn the event of a “Change in Control” (as defined in this Section 9(c)), within thirtyExecutive may elect, at any time during the 180-six (36) months day period immediately following a such Change in Control, to deliver 60 days’ written notice to the Company of his termination of employment hereunder. In the event of such termination, Executive shall receive the following (collectively, the “Change in Control Severance Payment”): (i) is terminated without Cause, A lump-sum cash payment payable within 30 days of the effective date of such termination in an amount equal to 2 times the sum of (A) Executive’s Base Compensation then in effect and (B) the Bonus Compensation paid or payable to Executive for the most recently completed fiscal year of the Company. (ii) resigns for Good Reason Executive shall receive the life insurance, health insurance and automobile benefits under this Agreement until the earlier to occur of (x) the date 24 months from the date of such termination and (y) the date on which Executive obtains new employment with a third party. (iii) All unvested stock options previously awarded to Executive shall continue to vest annually and may be exercised (as defined though Executive were still employed by the Company) in accordance with the dates and qualified amounts set forth in such awards when they were granted. (iv) The Restricted Stock Shares shall be 100% vested effective as of the date of such termination. (A) In the event that all or any portion of the Change in Control Severance Payment, other than pursuant to clause 9(c)(iii), payable to Executive shall (1) constitute “parachute payments” within the meaning of Section 9(f280G (as it may be amended or replaced) aboveof the U.S. Internal Revenue Code (the “Code”) (“Parachute Payments”) and (2) be subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) of the Code (“the Excise Tax”), then the Company shall pay to Executive will an additional amount (the “Gross-Up Amount”) such that the net benefits retained by Executive after the deduction of the Excise Tax (including interest and penalties) excluding any federal, state or local income taxes (including interest and penalties) upon the Gross-Up Amount shall be entitled to receive (i) all Base Salary and benefits to be paid or provided equal to the Executive under this Agreement through benefits that would have been payable as a Change in Control Severance Payment, other than pursuant to clause 9(c)(iii), had the Date Excise Tax not been applicable. (B) The determination of Terminationwhether the Excise Tax is payable, (ii) the amount thereof, and the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninetyGross-nine percent (299%) of the Adjusted Bonus Amount, (iv) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s Base Salary, (v) notwithstanding anything to the contrary Up Amount shall be made in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with writing in good faith by the Company’s standard health insurance benefits for nationally recognized independent certified public accounting firm (the Executive “Accounting Firm”). If such determination is not finally accepted by the Internal Revenue Service on audit, then appropriate adjustments shall be computed based upon the amount of Excise tax and the Executive’s spouse and dependents through the third anniversary of the Date of Terminationany interest or penalties so determined; provided, however, that Executive in no event shall owe the Company any interest on any portion of the Gross-Up Amount that is returned to the Company. For purposes of making the calculations required by this Section 9(c)(v), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. The Company and Executive shall furnish such continued benefits shall terminate on information and documents as may be reasonably requested in connection with the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under performance of the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided calculations under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements9(c)(v). The amounts referred Company shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 9(c)(v). The Company shall pay the Gross-Up Amount to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) 60 days following receipt of the Date Accounting Firm’s determination of Termination, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9Gross-Up Amount.

Following a Change in Control. IfIf within one year following the occurrence of a Change of Control the Employee's employment by the Company is terminated either by the Company other than for Cause, death or Disability, or by the Employee for any reason, then the Employee shall be entitled to the benefits provided below (the “CiC Benefits” and together with Without Cause Benefits, the “Severance Benefits”): (i) the Company shall pay the Employee all Accrued Compensation; (ii) the Company shall pay the Employee as severance pay and in lieu of any further salary for periods subsequent to the Termination Date, in a single payment an amount in cash equal to two (2) times the sum of (A) the Employee’s Base Salary at the highest rate in effect at any time within thirtythe ninety (90) day period ending on the date the Notice of Termination is given or the Employee’s Base Salary immediately prior to the Change in Control, if greater, and (B) the Payment Amount; and (iii) for a period of twenty-six four (3624) months following such termination, the Company shall at its expense continue on behalf of the Employee and her dependents and beneficiaries the life insurance, disability, medical, dental and hospitalization benefits which were being provided to the Employee at the time Notice of Termination is given (or, if the Employee is terminated following a Change in Control, the Executive (i) is terminated without Cause, or (ii) resigns for Good Reason (as defined and qualified in Section 9(f) above), then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive Employee at the time of the Change in Control, if greater). Post-termination medical, dental, and hospitalization coverage will run concurrently with the COBRA coverage period. The benefits provided in this subsection 6(c)(iii) shall be no less favorable to the Employee, in terms of amounts and deductibles and costs to her, than the coverage provided the Employee under this Agreement through the Date of Termination, (ii) plans providing such benefits at the amount of any cash bonus related to any year ending before the Date time Notice of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%) is given or at the time of the Adjusted Bonus Amount, (iv) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s Base Salary, (v) notwithstanding anything Change in Control if more favorable to the contrary in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, Employee. The Company’s obligation hereunder with respect to the foregoing benefits shall be limited to the extent not then vestedthat the Employee obtains any such benefits pursuant to a subsequent employer’s benefit plans, shall vest, (vi) health insurance in which case the Company may reduce the coverage of any benefits substantially commensurate with it is required to provide the Company’s standard health insurance benefits for Employee hereunder as long as the Executive and the Executive’s spouse and dependents through the third anniversary aggregate coverage of the Date combined benefit plans is no less favorable to the Employee, in terms of Termination; providedamounts and deductibles and costs to her, however, that such continued benefits than the coverage required to be provided hereunder. This subsection 6(c)(iii) shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and not be interpreted so as to limit any benefits to be determined on a coverage-by-coverage which the Employee or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and her dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days Company’s employee benefit plans, programs or practices following the Date Employee’s termination of Terminationemployment, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to executeincluding, deliver without limitation, retiree medical and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9life insurance benefits.

Following a Change in Control. If, (i) If within thirtytwenty-six four (3624) months following a Change in Control, the Executive is (ix) is terminated without Cause, or Cause by delivery of a Notice of Termination (iiy) resigns for Good Reason (as defined and qualified in Section 9(f) above)) by delivery of a Notice of Resignation, or (z) terminated by Non-Renewal of the Company by delivery of a Notice of Non-Renewal consistent with the provisions of Section 2(b) and 18, then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) in the event the Date of Termination occurs after the completion of any Fiscal Year, but prior to the date any cash bonus related to such Fiscal Year has been determined or paid to the Executive, the amount of any cash bonus related to any year such Fiscal Year ending before the Date of Termination that has the Executive would have otherwise been earned but remains unpaidentitled to had Executive not terminated, (iii) an amount equal a bonus payment based on the extent to two hundred ninetywhich the performance goals relating to such bonus are ultimately achieved, pro-nine percent (299%) rated based on the portion of the Adjusted Bonus AmountFiscal Year that the Executive worked for the Company and payable on the date when such bonus would have been paid absent termination of employment, (iv) an amount equal to two hundred ninety-nine percent (299200%) of the sum of (A) the Executive’s Base Salary at the then-current rate of Base Salary, plus (B) his average annual cash bonus based on the two Fiscal Years preceding the year of termination, (v) notwithstanding anything to the contrary in any equity incentive plan or agreementagreement or the related award agreements, all options, restricted stock awards, restricted stock unit awards and any other equity incentive awards (including Assumed Eligible PSUs (defined below), but excluding any other Performance Units, if applicable), which are then outstanding, to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreementvest immediately, and (viivi) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements)Termination. The amounts referred to in clauses (i) through (ivvi) above will collectively be referred to as the “Change in Control Severance AmountAmounts.” The Change in Control Severance Amount Amounts described in clauses (i), (ii) and (iv) will be paid to the Executive in a lump sum no later than sixty (60) days immediately following the Date expiration of Termination, with the date of such payment determined by the Company in its sole discretionSeverance Delay Period. The Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A. A prior to the expiration of the Severance Delay Period. Payments pursuant to this Section 9(h9(i) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9. (ii) Unless provided otherwise in the applicable grant documents underlying the Performance Units, upon the consummation of a Change in Control, (such date, the “Change in Control Date”), the applicable performance period (as set forth in the applicable grant documents) will be truncated, and a number of Performance Units will become eligible to vest (the “Eligible PSUs”) based on the degree of achievement of performance objectives (as set forth in the applicable grant documents) as of the Change in Control Date. Eligible PSUs will be treated as unvested restricted stock units, and if assumed or substituted for by the acquiring or surviving entity (or an affiliate of such entity) in accordance with the terms of the definitive agreements relating to the Change in Control (the “Definitive Agreements”), will convert into restricted stock units (or other compensatory arrangements) of equal value to be settled in cash or shares (determined in accordance with the Definitive Agreements) by the acquiring or surviving entity (or an affiliate of such entity), as applicable (the “Assumed Eligible PSUs”). In the event the Executive remains employed with the acquiring or surviving entity (or an affiliate of such entity), as applicable, through the end of the applicable performance period (such date, the “Performance Period End Date”), the Assumed Eligible PSUs will become fully vested and will be settled within thirty (30) days of the Performance Period End Date. Subject to the vesting acceleration set forth in Section 9(i)(i), in the event the Executive’s employment terminates for any reason other than Death or Disability before the Performance Period End Date, the Executive’s Assumed Eligible Performance Units will be immediately forfeited. If within twenty-four (24) months following a Change in Control, the Executive’s employment terminates by reason of death or Disability, the Assumed Eligible PSUs which are then outstanding, to the extent not then vested, shall vest immediately. (iii) In the event Executive is terminated without Cause, or resigns for Good Reason, following the public announcement of a Board-approved agreement to effect a Change in Control but prior to the consummation of such Change in Control, then in addition to those payments made pursuant to Sections 9(e) or (f), as applicable, Executive shall be entitled to certain additional payments pursuant to this Section 9(i)(iii) in the event such publicly announced Change in Control is consummated (or if such publicly announced Change in Control is terminated by the Board to accept a superior proposal, if such superior proposal constituting a Change in Control is consummated). In such case, (i) with respect to any unvested equity awards (other than Performance Units) that Executive forfeited upon his termination of employment (without receiving payment therefor) but that would have vested following a Change in Control had Executive remained employed with the Company until the Change in Control (such equity, “Unvested Equity”), Executive shall be entitled to receive a payment in an amount equal to the value of such Unvested Equity, calculated with reference to the value of the Company’s common stock implied by the Change in Control price of such stock; and (ii) with respect to any Performance Units held by Executive at the Date of Termination (and not previously forfeited), a payment in an amount equal to the difference between the amount that would have been paid on account of such Performance Units pursuant to Section 9(i)(ii) had Executive remained employed with the Company until the date of a Change in Control and the amount that has actually been paid on account of such Performance Units as of the date of the Change in Control pursuant to Section 9(e) or 9(f), as applicable. The additional payments set forth in subsections (i) to (ii) of this Section 9(i)(iii) shall be paid in a lump sum on the later of (x) the expiration of the original Severance Delay Period applicable to Executive’s actual termination, or (y) contemporaneously with the closing of the Change in Control (or within ten (10) days thereafter). For the avoidance of doubt, a payment shall be made under this Section 9(i)(iii) only as a result of a Change in Control described in Section 9(k)(iii) and shall not include a “Non-Qualifying Transaction.”

Following a Change in Control. IfIf within one year following the occurrence of a Change of Control the Employee’s employment by the Company is terminated either by the Company other than for Cause, death or Disability, or by the Employee for any reason, then the Employee shall be entitled to the benefits provided below (the “CiC Benefits” and together with Without Cause Benefits, the “Severance Benefits”): (i) the Company shall pay the Employee all Accrued Compensation; (ii) the Company shall pay the Employee as severance pay and in lieu of any further salary for periods subsequent to the Termination Date, in a single payment an amount in cash equal to two (2) times the sum of (A) the Employee’s Base Salary at the highest rate in effect at any time within thirtythe ninety (90) day period ending on the date the Notice of Termination is given or the Employee’s Base Salary immediately prior to the Change in Control, if greater, and (B) the Payment Amount; and (iii) for a period of twenty-six four (3624) months following such termination, the Company shall at its expense continue on behalf of the Employee and his dependents and beneficiaries the life insurance, disability, medical, dental and hospitalization benefits which were being provided to the Employee at the time Notice of Termination is given (or, if the Employee is terminated following a Change in Control, the Executive (i) is terminated without Cause, or (ii) resigns for Good Reason (as defined and qualified in Section 9(f) above), then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive Employee at the time of the Change in Control, if greater). Post-termination medical, dental, and hospitalization coverage will run concurrently with the COBRA coverage period. The benefits provided in this subsection 6(c)(iii) shall be no less favorable to the Employee, in terms of amounts and deductibles and costs to him, than the coverage provided the Employee under this Agreement through the Date of Termination, (ii) plans providing such benefits at the amount of any cash bonus related to any year ending before the Date time Notice of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%) is given or at the time of the Adjusted Bonus Amount, (iv) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s Base Salary, (v) notwithstanding anything Change in Control if more favorable to the contrary in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, Employee. The Company’s obligation hereunder with respect to the foregoing benefits shall be limited to the extent not then vestedthat the Employee obtains any such benefits pursuant to a subsequent employer’s benefit plans, shall vest, (vi) health insurance in which case the Company may reduce the coverage of any benefits substantially commensurate with it is required to provide the Company’s standard health insurance benefits for Employee hereunder as long as the Executive and the Executive’s spouse and dependents through the third anniversary aggregate coverage of the Date combined benefit plans is no less favorable to the Employee, in terms of Termination; providedamounts and deductibles and costs to him, however, that such continued benefits than the coverage required to be provided hereunder. This subsection 6(c)(iii) shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and not be interpreted so as to limit any benefits to be determined on a coverage-by-coverage which the Employee or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and his dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days Company’s employee benefit plans, programs or practices following the Date Employee’s termination of Terminationemployment, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to executeincluding, deliver without limitation, retiree medical and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9life insurance benefits.

Following a Change in Control. If, within thirty-six If the Executive’s employment is terminated by the Company without Cause (36as defined in Section 6.a) months following a Change in Control, or by the Executive (i) is terminated without Cause, or (ii) resigns for Good Reason (as defined and qualified in Section 9(f6.b) abovewithin one year following a Change in Control (such date of termination, the “CIC Termination Date”), then the Executive will shall be entitled to receive the following severance benefits (and no others): (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, (iii) A lump sum in an amount equal to two hundred ninety-nine percent (299%2) times the base salary plus two (2) times the targeted annual bonus (monthly on a pro rata basis), both at the rate in effect immediately before the CIC Termination Date, except that in the case of a termination by the Executive for Good Reason, disregarding any reduction thereof that was the basis for such termination, payable within ten (10) days following the six (6) month anniversary of the Adjusted Bonus AmountCIC Termination Date; (ii) The Executive’s stock options and restricted stock shall vest in full; provided that if the Company enters into a definitive agreement for a Change in Control prior to the three (3) month anniversary of the Start Date, (iv) an amount equal to two hundred ninety-nine percent (299%) of and such transaction is in fact consummated, then the Executive’s Base Salaryunvested stock options and restricted stock shall vest only as to a percentage of such unvested stock options and restricted stock as equals 30% plus, if the consummation of such transaction occurs after the three (v3) notwithstanding anything to month anniversary of the contrary Start Date, 10% for each full month after the three (3) month anniversary of the Start Date until the consummation date (but in any equity incentive no event shall such percentage exceed 100%); (iii) The CIC Termination Date shall be treated as a qualifying event under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”). Under COBRA, if the Executive is covered by the group medical and/or dental plan or agreementoffered by Xxxxx, all equity incentive awards which are then outstanding, to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s her spouse and dependents are entitled to elect a temporary extension of health and/or dental coverage at group rates in certain instances where coverage under COBRA and any rights the plan would otherwise end (including the length of coverage) that “Continuation Coverage”). If the Executive elects Continuation Coverage under COBRA, for up to eighteen (18) months, the Executive will be responsible for any contribution required from active employees of the Company under the applicable group medical and/or dental plan and the Executive’s spouse Company shall pay the remaining premiums, if any. If and dependents may to the extent this Section 7.b(iii) does not apply, as where the Executive is not resident in or of the United States, the Executive shall receive a monthly stipend to offset medical and/or dental benefits lost following the CIC Termination Date; and (iv) During the Salary Continuation Period, the Executive shall be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to continue participation in the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive executive financial planning benefit in effect as of the Date of CIC Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance AmountDate.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days following the Date of Termination, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9.

Following a Change in Control. If, If the Executive’s employment is terminated by the Company without Cause (as defined in Section 6.a) or by the Executive for Good Reason (as defined in Section 6.b) within thirty-six (36) months one year following a Change in Control, as defined in Exhibit C to this Agreement, the effective date of any such termination being hereinafter referred to as the “CIC Termination Date”) the Executive shall be entitled to the following severance benefits (and no others): (i) is terminated without CauseFor a period of twenty-four (24) months following the CIC Termination Date (the “Salary Continuation Period”), or the Company shall continue to pay the Executive the base salary and targeted annual bonus (monthly on a pro rata basis), both at the rate in effect immediately before the CIC Termination Date, except that in the case of a termination by the Executive for Good Reason, disregarding any reduction thereof that was the basis for such termination. (ii) resigns for Good Reason (as defined Upon the CIC Termination Date, all stock options, restricted stock and qualified in Section 9(f) above), then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided other equity awards previously granted to the Executive under this Agreement through shall become vested immediately and shall be exercisable in full in accordance with the Date applicable stock option, restricted stock or other form of Termination, (ii) equity agreement and the amount terms of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, applicable stock or equity plan. (iii) an amount equal to two hundred ninety-nine percent The CIC Termination Date shall be treated as a qualifying event under the Consolidated Omnibus Reconciliation Act of 1985 (299%) of “COBRA”). Under COBRA, if the Adjusted Bonus AmountExecutive is covered by the group medical and/or dental plan offered by Xxxxx, (iv) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s Base Salary, (v) notwithstanding anything to the contrary in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date his or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s her spouse and dependents are entitled to elect a temporary extension of health and/or dental coverage at group rates in certain instances where coverage under COBRA and any rights the plan would otherwise end (including the length of coverage) that “Continuation Coverage”). If the Executive elects Continuation Coverage under COBRA, during the period of such Continuation Coverage, the Executive will be responsible for any contribution required from active employees of the Company under the applicable group medical and/or dental plan. If and to the Executive’s spouse and dependents may extent this Section 7.b(iii) does not apply, as where the Executive is not resident in or of the United States, the Executive shall receive a monthly stipend to offset medical and/or dental benefits lost following the CIC Termination Date. (iv) During the Salary Continuation Period, the Executive shall be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to continue participation in the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive executive financial planning benefit in effect as of the Date of CIC Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance AmountDate.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days following the Date of Termination, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9.

Following a Change in Control. If, (i) If within thirtytwenty-six four (3624) months following a Change in Control, the Executive is (ix) is terminated without Cause, or Cause by delivery of a Notice of Termination (iiy) resigns for Good Reason (as defined and qualified in Section 9(f) above)) by delivery of a Notice of Resignation, or (z) terminated by Non-Renewal of the Company by delivery of a Notice of Non-Renewal consistent with the provisions of Section 2(b) and 18, then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) in the event the Date of Termination occurs after the completion of any Fiscal Year, but prior to the date any cash bonus related to such Fiscal Year has been determined or paid to the Executive, the amount of any cash bonus related to any year such Fiscal Year ending before the Date of Termination that has the Executive would have otherwise been earned but remains unpaidentitled to had Executive not terminated, (iii) an amount equal a bonus payment based on the extent to two hundred ninetywhich the performance goals relating to such bonus are ultimately achieved, pro-nine percent (299%) rated based on the portion of the Adjusted Bonus AmountFiscal Year that the Executive worked for the Company and payable on the date when such bonus would have been paid absent termination of employment, (iv) an amount equal to two hundred ninety-nine percent (299200%) of the sum of (A) the Executive’s Base Salary at the then-current rate of Base Salary, plus (B) his average annual cash bonus based on the two Fiscal Years preceding the year of termination, (v) notwithstanding anything to the contrary in any equity incentive plan or agreementagreement or the related award agreements, all options, restricted stock awards, restricted stock unit awards and any other equity incentive awards (other than any Performance Units), which are then outstanding, to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreementvest immediately, and (viivi) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements)Termination. The amounts referred to in clauses (i) through (ivvi) above will collectively be referred to as the “Change in Control Severance AmountAmounts.” The Change in Control Severance Amount Amounts described in clauses (i), (ii) and (iv) will be paid to the Executive in a lump sum no later than sixty (60) days immediately following the Date expiration of Termination, with the date of such payment determined by the Company in its sole discretionSeverance Delay Period. The Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A. A prior to the expiration of the Severance Delay Period. Payments pursuant to this Section 9(h9(i) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9. (ii) Upon the consummation of a Change in Control, whether or not the Executive’s employment is terminated, the Executive shall earn and become one hundred percent (100%) vested in a prorated portion of any Performance Units for performance periods that are ongoing as of the Change in Control and for which at least one (1) year of the performance period has elapsed as of the Change in Control as calculated pursuant to the following sentence, notwithstanding anything contrary in any equity incentive plan or agreement, including without limitation, the plan document or the related award agreements and grant documents. The amount of the prorated Performance Units will be determined in accordance with the terms of the Performance Unit grant documents based upon the Company’s performance as of the date of the Change in Control as if the performance period had been completed, and then multiplied by a fraction, the numerator of which is the full number of calendar months that have elapsed since the beginning of the performance period and the denominator of which is the number of months between the beginning of the performance period and when the award would fully vest and no longer be subject to forfeiture. Additionally, in the event of a Change in Control, whether or not the Executive’s employment is terminated, the Executive shall become one hundred percent (100%) vested in a prorated portion of Performance Units that were earned during a completed performance period but remain unvested as calculated pursuant to the following sentence, notwithstanding anything to the contrary in any equity incentive plan or agreement, including without limitation, the plan document, or the related award agreements and grant documents. The amount of prorated Performance Units will be determined based upon the number of Performance Units, if any, that were earned during the completed performance period but remain unvested, and then multiplied by a fraction, the numerator of which is the full number of calendar months that have elapsed since the beginning of the performance period and the denominator of which is the number of months between the beginning of the performance period and when the award would fully vest and no longer be subject to forfeiture. (iii) In the event Executive is terminated without Cause, or resigns for Good Reason, following the public announcement of a Board-approved agreement to effect a Change in Control but prior to the consummation of such Change in Control, then in addition to those payments made pursuant to Sections 9(e) or (f), as applicable, Executive shall be entitled to certain additional payments pursuant to this Section 9(i)(iii) in the event such publicly announced Change in Control is consummated (or if such publicly announced Change in Control is terminated by the Board to accept a superior proposal, if such superior proposal constituting a Change in Control is consummated). In such case, (i) with respect to any unvested equity awards (other than Performance Units) that Executive forfeited upon his termination of employment (without receiving payment therefor) but that would have vested following a Change in Control had Executive remained employed with the Company until the Change in Control (such equity, “Unvested Equity”), Executive shall be entitled to receive a payment in an amount equal to the value of such Unvested Equity, calculated with reference to the value of the Company’s common stock implied by the Change in Control price of such stock; and (ii) with respect to any Performance Units held by Executive at the Date of Termination (and not previously forfeited), a payment in an amount equal to the difference between the amount that would have been paid on account of such Performance Units pursuant to Section 9(i)(ii) had Executive remained employed with the Company until the date of a Change in Control and the amount that has actually been paid on account of such Performance Units as of the date of the Change in Control pursuant to Section 9(e) or 9(f), as applicable. The additional payments set forth in subsections (i) to (ii) of this Section 9(i)(iii) shall be paid in a lump sum on the later of (x) the expiration of the original Severance Delay Period applicable to Executive’s actual termination, or (y) contemporaneously with the closing of the Change in Control (or within ten (10) days thereafter). For the avoidance of doubt, a payment shall be made under this Section 9(i)(iii) only as a result of a Change in Control described in Section 9(k)(iii) and shall not include a “Non-Qualifying Transaction.”

Following a Change in Control. IfIf within one year following the occurrence of a Change of Control the Employee’s employment by the Company is terminated either by the Company other than for Cause, death or Disability, or by the Employee for Good Reason, then the Employee shall be entitled to the benefits provided below (the “CiC Benefits” and together with Without Cause Benefits, the “Severance Benefits”): (i) the Company shall pay the Employee all Accrued Compensation; (ii) the Company shall pay the Employee as severance pay and in lieu of any further salary for periods subsequent to the Termination Date, in a single payment an amount in cash equal to two (2) times the sum of (A) the Employee’s Base Salary at the highest rate in effect at any time within thirtythe ninety (90) day period ending on the date the Notice of Termination is given or the Employee’s Base Salary immediately prior to the Change in Control, if greater, and (B) the Payment Amount; and (iii) for a period of twenty-six four (3624) months following such termination, the Company shall at its expense continue on behalf of the Employee and his dependents and beneficiaries the life insurance, disability, medical, dental and hospitalization benefits which were being provided to the Employee at the time Notice of Termination is given (or, if the Employee is terminated following a Change in Control, the Executive (i) is terminated without Cause, or (ii) resigns for Good Reason (as defined and qualified in Section 9(f) above), then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive Employee at the time of the Change in Control, if greater). Post-termination medical, dental, and hospitalization coverage will run concurrently with the COBRA coverage period. The benefits provided in this subsection 6(c)(iii) shall be no less favorable to the Employee, in terms of amounts and deductibles and costs to him, than the coverage provided the Employee under this Agreement through the Date of Termination, (ii) plans providing such benefits at the amount of any cash bonus related to any year ending before the Date time Notice of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%) is given or at the time of the Adjusted Bonus Amount, (iv) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s Base Salary, (v) notwithstanding anything Change in Control if more favorable to the contrary in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, Employee. The Company’s obligation hereunder with respect to the foregoing benefits shall be limited to the extent not then vestedthat the Employee obtains any such benefits pursuant to a subsequent employer’s benefit plans, shall vest, (vi) health insurance in which case the Company may reduce the coverage of any benefits substantially commensurate with it is required to provide the Company’s standard health insurance benefits for Employee hereunder as long as the Executive and the Executive’s spouse and dependents through the third anniversary aggregate coverage of the Date combined benefit plans is no less favorable to the Employee, in terms of Termination; providedamounts and deductibles and costs to him, however, that such continued benefits than the coverage required to be provided hereunder. This subsection 6(c)(iii) shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and not be interpreted so as to limit any benefits to be determined on a coverage-by-coverage which the Employee or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and his dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days Company’s employee benefit plans, programs or practices following the Date Employee’s termination of Terminationemployment, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to executeincluding, deliver without limitation, retiree medical and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9life insurance benefits.

Following a Change in Control. (i) If, within thirtytwenty-six four (3624) months following a Change in Control, the Executive is (i) is terminated without Cause, or (ii) resigns for Good Reason (as defined and qualified in Section 9(f) above), then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any year Fiscal Year ending before the Date of Termination (and the fiscal year ending on March 31, 2011) that has been earned but remains unpaid, (iii) an amount equal to two three hundred ninety-nine percent (299%) of the Adjusted Bonus Amount, (iv) an amount equal to two hundred ninety-nine percent (299300%) of the Executive’s Base Salary at the then-current rate of Base Salary, (viv) notwithstanding anything to the contrary in any equity incentive plan or agreementagreement or the related award agreements, all equity incentive options, restricted stock awards and restricted stock unit awards (other than any Performance Units granted after the date hereof), which are then outstanding, to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (viiv) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements)Termination. The amounts referred to in clauses (i) through (iviii) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days immediately following the Date expiration of Termination, with the date of such payment determined by the Company in its sole discretionSeverance Delay Period. The Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A. A prior to the expiration of the Severance Delay Period. Payments pursuant to this Section 9(h9(i) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9. (ii) In the event of a Change in Control, whether or not the Executive’s employment is terminated, the Executive shall earn and become 100% vested in a prorated portion of any Performance Units granted after the date hereof for performance periods that are ongoing as of the Change in Control and for which at least one-year of the performance period has elapsed as of the Change in Control as calculated pursuant to the following sentence, notwithstanding anything contrary in the Original Agreement or any equity incentive plan or agreement, including without limitation, the 2005 Equity Plan or the related award agreements and grant documents. The amount of the prorated Performance Units will be determined in accordance with the terms of the Performance Unit grant documents based upon the Company’s performance as of the date of the Change in Control as if the performance period had been completed, and then multiplied by a fraction, the numerator of which is the full number of calendar months that have elapsed since the beginning of the performance period and the denominator of which is the number of months between the beginning of the performance period and when the award would fully vest and no longer be subject to forfeiture. Additionally, in the event of a Change in Control, whether or not the Executive’s employment is terminated, the Executive shall become 100% vested in a prorated portion of Performance Units granted after the date hereof that were earned during a completed performance period but remain unvested as calculated pursuant to the following sentence, notwithstanding anything to the contrary in the Original Agreement or any equity incentive plan or agreement, including without limitation, the 2005 Equity Plan, or the related award agreements and grant

Following a Change in Control. IfIf within one year following the occurrence of a Change of Control the Employee’s employment by the Company is terminated either by the Company other than for Cause, death or Disability, or by the Employee for any reason, then the Employee shall be entitled to the benefits provided below (the “CiC Benefits” and together with Without Cause Benefits, the “Severance Benefits”): (i) the Company shall pay the Employee all Accrued Compensation; (ii) the Company shall pay the Employee as severance pay and in lieu of any further salary for periods subsequent to the Termination Date, in a single payment an amount in cash equal to two (2) times the sum of (A) the Employee’s Base Salary at the highest rate in effect at any time within thirtythe ninety (90) day period ending on the date the Notice of Termination is given or the Employee’s Base Salary immediately prior to the Change in Control, if greater, and (B) the Payment Amount; and (iii) for a period of twenty-six four (3624) months following such termination, the Company shall at its expense continue on behalf of the Employee and her dependents and beneficiaries the life insurance, disability, medical, dental and hospitalization benefits which were being provided to the Employee at the time Notice of Termination is given (or, if the Employee is terminated following a Change in Control, the Executive (i) is terminated without Cause, or (ii) resigns for Good Reason (as defined and qualified in Section 9(f) above), then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive Employee at the time of the Change in Control, if greater). Post-termination medical, dental, and hospitalization coverage will run concurrently with the COBRA coverage period. The benefits provided in this subsection 6(c)(iii) shall be no less favorable to the Employee, in terms of amounts and deductibles and costs to her, than the coverage provided the Employee under this Agreement through the Date of Termination, (ii) plans providing such benefits at the amount of any cash bonus related to any year ending before the Date time Notice of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%) is given or at the time of the Adjusted Bonus Amount, (iv) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s Base Salary, (v) notwithstanding anything Change in Control if more favorable to the contrary in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, Employee. The Company’s obligation hereunder with respect to the foregoing benefits shall be limited to the extent not then vestedthat the Employee obtains any such benefits pursuant to a subsequent employer’s benefit plans, shall vest, (vi) health insurance in which case the Company may reduce the coverage of any benefits substantially commensurate with it is required to provide the Company’s standard health insurance benefits for Employee hereunder as long as the Executive and the Executive’s spouse and dependents through the third anniversary aggregate coverage of the Date combined benefit plans is no less favorable to the Employee, in terms of Termination; providedamounts and deductibles and costs to her, however, that such continued benefits than the coverage required to be provided hereunder. This subsection 6(c)(iii) shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and not be interpreted so as to limit any benefits to be determined on a coverage-by-coverage which the Employee or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and her dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days Company’s employee benefit plans, programs or practices following the Date Employee’s termination of Terminationemployment, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to executeincluding, deliver without limitation, retiree medical and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9life insurance benefits.

Following a Change in Control. IfIf the Executive’s employment is terminated by the Company without Cause, as defined in Section 5.a, or by the Executive for Good Reason, as defined in Section 5.b, within thirty-six (36) months one year following a Change in ControlControl (the effective date of any such termination being hereinafter referred to as the “CIC Termination Date”), the Executive shall be entitled to the following severance benefits (and no others): (i) is terminated without CauseFor a period of twelve (12) months following the CIC Termination Date (the “Salary Continuation Period”), or the Company shall continue to pay the Executive the base salary and targeted annual bonus (monthly on a pro rata basis), both at the rate in effect immediately before the CIC Termination Date, except that in the case of a termination by the Executive for Good Reason, disregarding any reduction thereof that was the basis for such termination. (ii) resigns for Good Reason The CIC Termination Date shall be treated as a qualifying event under the Consolidated Omnibus Reconciliation Act of 1985 (as defined and qualified in Section 9(f) above“COBRA”). Under COBRA, then if the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to is covered by the Executive under this Agreement through the Date of Terminationgroup medical and/or dental plan offered by Xxxxx, (ii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%) of the Adjusted Bonus Amount, (iv) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s Base Salary, (v) notwithstanding anything to the contrary in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s his spouse and dependents are entitled to elect a temporary extension of health and/or dental coverage at group rates in certain instances where coverage under COBRA and any rights the plan would otherwise end (including the length of coverage) that “Continuation Coverage”). If the Executive elects Continuation Coverage under COBRA, during the period of such Continuation Coverage, the Executive will be responsible for any contribution required from active employees of the Company under the applicable group medical and/or dental plan. (iii) During the Salary Continuation Period, the Executive shall be entitled to continue participation in the executive financial planning benefit in effect as of the CIC Termination Date. The Executive shall give the Company Notice of termination specifying which of the foregoing provisions is applicable and the factual basis therefor, and if the Company fails to remedy such material failure, the Executive’s spouse last day of actual employment with Xxxxx shall be the 30th business day after such Notice is given or such other date as the Company and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance Amountagree.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days following the Date of Termination, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9.