Common use of Payments on Change in Control Clause in Contracts

Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined below) of the Company shall be deemed a termination of the Employee without Cause, and the Employee shall be entitled to receive and the Company agrees to pay to the Employee the same amount determined under Section 7.2 that is payable to the Employee on termination without Cause provided, however, that such amount shall be payable in a lump sum on the Date of Termination and not in installments as provided in Section 7.2. In addition, on a Change of Control, all of the Employee's outstanding but unvested options and rights relating to capital stock of the Company shall immediately vest and become exercisable, the term of any such options and rights shall be extended to the first anniversary of the Employee's termination, and all RSUs and shares of the Company's restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. After a Change in Control, if any previously outstanding option or right (the "Terminated Option") relating to the Company's capital stock does not remain outstanding, the successor to the Company or its then Parent (as defined below) shall either: Issue an option, warrant or right, as appropriate (the "Successor Option"), to purchase common stock of such successor or Parent in an amount such that on exercise of the Successor Option the Employee would receive the same number of shares of the successor's/Parent's common stock as the Employee would have received had the Employee exercised the Terminated Option immediately prior to the transaction resulting in the Change in Control and received shares of such successor/Parent in such transaction. The aggregate exercise price for all of the shares covered by such Successor Option shall equal the aggregate exercise price of the Terminated Option; or Pay the Employee a bonus within ten (10) days after the consummation of the Change in Control in an amount agreed to by the Employee and the Company. Such amount shall be at least equivalent on an after-tax basis to the net after-tax gain that the Employee would have realized if the Employee had been issued a Successor Option under clause 10.1(a) above and had immediately exercised such Successor Option and sold the underlying stock, taking into account the different tax rates that apply to such bonus and to such gain, and such amount shall also reflect other differences to the Employee between receiving a bonus under this clause 10.1(b) and receiving a Successor Option under clause 10.1(a) above.

Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined below) of the Company shall be deemed a termination of the Employee without Cause, and the Employee shall be entitled to receive and the Company agrees to pay to the Employee the same amount determined under Section 7.2 7(b) that is payable to the Employee on termination without Cause provided, however, that such amount shall be payable in a lump sum on the Date of Termination and not in installments as provided in Section 7.27(b). In addition, on a Change of Control, all of the Employee's ’s outstanding but unvested Options and other options and rights relating to capital stock of the Company shall immediately vest and become exercisable, the term of any such options and rights shall be extended to the first third anniversary of the Employee's ’s termination, and all RSUs and shares of the Company's restricted stock issued to the Employee Employee’s Restricted Stock shall immediately vest and become unrestricted and freely transferable. After a Change in Control, if any previously outstanding Option or other option or right (the "“Terminated Option"”) relating to the Company's ’s capital stock does not remain outstanding, the successor to the Company or its then Parent (as defined below) shall either: : (1) Issue an option, warrant or right, as appropriate (the "“Successor Option"”), to purchase common stock of such successor or Parent in an amount such that on exercise of the Successor Option the Employee would receive the same number of shares of the successor'ssuccessor’s/Parent's ’s common stock as the Employee would have received had the Employee exercised the Terminated Option immediately prior to the transaction resulting in the Change in Control and received shares of such successor/Parent in such transaction. The aggregate exercise price for all of the shares covered by such Successor Option shall equal the aggregate exercise price of the Terminated Option; or or (2) Pay the Employee a bonus within ten (10) days after the consummation of the Change in Control in an amount agreed to by the Employee and the Company. Such amount shall be at least equivalent on an after-tax basis to the net after-tax gain that the Employee would have realized if the Employee he had been issued a Successor Option under clause 10.1(a(i) above and had immediately exercised such Successor Option and sold the underlying stock, taking into account the different tax rates that apply to such bonus and to such gain, and such amount shall also reflect other differences to the Employee between receiving a bonus under this clause 10.1(b(ii) and receiving a Successor Option under clause 10.1(a(i) above.

Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined below) that constitutes a “change in control” of the Company (within the meaning of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder) shall be deemed a termination of the Employee without Cause, and and, in lieu of any benefits payable to the Employee under Section 7.2, 7.3 or 7.4, the Employee shall be entitled to receive and the Company agrees to pay to the Employee the same amount determined under Section 7.2 that is payable to the Employee on a termination without Cause that constitutes a Separation from Service provided, however, that such amount shall be payable in a lump sum on the date of such Change in Control (which shall be deemed the Employee’s Date of Termination Termination) and not in installments as provided in Section 7.2. In addition, on a Change of in Control, all of the Employee's ’s outstanding but unvested options and rights relating to capital stock of the Company shall immediately vest and become exercisable, the term exercisability of any such options and rights shall be extended to the earlier of (A) the expiration of the term of such options or rights or (B) the first anniversary of the Employee's terminationdate of such Change in Control, and all RSUs and shares of the Company's ’s restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. For the avoidance of doubt, upon payment to the Employee of the benefits provided by this paragraph of this Section 10.1, the Employee shall no longer be entitled to any benefits otherwise payable to the Employee under Section 7.2, 7.3 or 7.4 of this Agreement regardless of the Employee’s termination of employment with the Company. After a Change in Control, if any previously outstanding option or right (the "“Terminated Option"”) relating to the Company's ’s capital stock does not remain outstanding, the successor to the Company or its then Parent (as defined below) shall either: : (a) Issue an option, warrant or right, as appropriate (the "“Successor Option"”), to purchase common stock of such successor or Parent in an amount such that on exercise of the Successor Option the Employee would receive the same number of shares of the successor'ssuccessor’s/Parent's ’s common stock as the Employee would have received had the Employee exercised number of shares of Company common stock subject to the Terminated Option been realized by the Employee immediately prior to the transaction resulting in the Change in Control and the Employee received shares of such successor/Parent in such transaction. The aggregate exercise price for all of the shares covered by such Successor Option shall equal the aggregate exercise price of the Terminated Option; or or (b) Pay the Employee a bonus within ten (10) days after the consummation of the Change in Control in an amount agreed to by the Employee and the Company. Such amount shall be at least equivalent on an after-tax basis to the net after-tax gain that the Employee would have realized if the Employee had been issued a Successor Option under clause 10.1(a) above and had immediately exercised exercised, or otherwise received the stock subject to, such Successor Option and sold the underlying stock, taking into account the different tax rates that apply to such bonus and to such gain, and such amount shall also reflect other differences to the Employee between receiving a bonus under this clause 10.1(b) and receiving a Successor Option under clause 10.1(a) above.

Payments on Change in Control. Notwithstanding any provision in this Agreement agreement evidencing an equity award held by Executive entered into prior to, on or after the Effective Date to the contrary, unless no equity award held by Executive shall be subject to accelerated vesting based solely upon the Employee elects in writing to waive this provision, occurrence of a Change in Control (as defined below) unless the Compensation Committee of the Company Company, prior to the Change in Control, reasonably determines in good faith that Executive’s equity awards will not be honored or assumed, or new rights that substantially preserve the terms of Executive’s equity awards will not be substituted therefor, by Executive’s employer (or the parent of such employer) immediately following the Change in Control (a “Change in Control Cancellation”). For the avoidance of doubt, in the event of a Change in Control Cancellation, (1) the vesting and, if applicable, exercisability of each of Executive’s equity awards subject to time-based vesting shall fully accelerate as of immediately prior to the Change in Control and (2) the vesting and, if applicable, exercisability of each of Executive’s equity awards subject to performance-based vesting (“Performance Awards”) shall be determined in accordance with the agreement evidencing such Performance Award or, in the absence of any provision in the agreement evidencing such Performance Award pertaining to the Change in Control, shall be accelerated in respect to one hundred percent (100%) of the shares subject thereto with any performance goal(s) being deemed to have been achieved at one hundred percent (100%) of target. For further avoidance of doubt, in the absence of a Change in Control Cancellation, if the terms of a Performance Award provide for accelerated vesting upon a termination of the Employee without Cause, and the Employee shall be entitled to receive and the Company agrees to pay to the Employee the same amount determined under Section 7.2 that is payable to the Employee on termination without Cause provided, however, that such amount shall be payable in a lump sum on the Date of Termination and not in installments as provided in Section 7.2. In addition, on a Change of Control, all of the Employee's outstanding but unvested options and rights relating to capital stock of the Company shall immediately vest and become exercisable, the term of any such options and rights shall be extended to the first anniversary of the Employee's termination, and all RSUs and shares of the Company's restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. After employment following a Change in Control, such terms shall continue to control and, in the absence of any such terms, such Performance Award shall be subject to accelerated vesting as provided in Sections 7 and 8 hereof. Furthermore, in the absence of a Change in Control Cancellation, if any previously outstanding option or right (the "Terminated Option") relating to the Company's capital stock does not remain outstanding, the successor to the Company or its then Parent (equity award held by Executive as defined below) shall either: Issue an option, warrant or right, as appropriate (the "Successor Option"), to purchase common stock of such successor or Parent in an amount such that on exercise of the Successor Option the Employee would receive the same number of shares of the successor's/Parent's common stock as the Employee would have received had the Employee exercised the Terminated Option immediately prior to a Change in Control is a Performance Award and the transaction resulting agreement evidencing such Performance Award does not provide for the determination of performance in connection with the Change in Control and received shares (or provides for accelerated vesting based solely upon the occurrence of a Change in Control), then the applicable performance goals in respect of such successor/Parent in equity award shall be deemed to have been achieved at one hundred percent (100%) of target and any such transaction. The aggregate exercise price for all of equity award shall vest and, if applicable, become exercisable on such date(s) the shares covered by such Successor Option shall equal equity award would have vested if the aggregate exercise price of the Terminated Option; or Pay the Employee a bonus within ten (10) days after the consummation of performance goal were achieved absent the Change in Control. Any Performance Award for which the performance goal is achieved or deemed achieved in connection with a Change in Control in an amount agreed to by shall constitute a ‘time-based equity award’ under Sections 7 and 8 hereof. For the Employee avoidance of doubt and without limiting the Company. Such amount preceding sentence, Executive shall be at least equivalent on an after-tax basis to the net after-tax gain that the Employee would have realized if the Employee had been issued a Successor Option under clause 10.1(a) above eligible for such payments and had immediately exercised such Successor Option and sold the underlying stock, taking into account the different tax rates that apply to such bonus and to such gainbenefits as provided under, and such amount shall also reflect other differences to in accordance with the Employee between receiving terms and conditions of, Sections 7 and 8 hereof in the event Executive’s employment terminates in connection with or following a bonus under this clause 10.1(b) and receiving a Successor Option under clause 10.1(a) aboveChange in Control.”

Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined below) that constitutes a “change in control” of the Company (within the meaning of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder) shall be deemed a termination of the Employee without Cause, and and, in lieu of any benefits payable to the Employee under Section 7.2, 7.3, 7.4 or 8, the Employee shall be entitled to receive and the Company agrees to pay to the Employee the same amount determined under Section 7.2 that is payable to the Employee on a termination without Cause that constitutes a Separation from Service provided, however, that such amount shall be payable in a lump sum on the date of such Change in Control (which shall be deemed the Employee’s Date of Termination Termination) and not in installments as provided in Section 7.2. In addition, on a Change of in Control, all of the Employee's ’s outstanding but unvested options and rights relating to capital stock of the Company shall immediately vest and become exercisable, the term exercisability of any such options and rights shall be extended to the earlier of (A) the expiration of the term of such options or rights or (B) the first anniversary of the Employee's terminationdate of such Change in Control, and all RSUs and shares of the Company's ’s restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. For the avoidance of doubt, upon payment to the Employee of the benefits provided by this paragraph of this Section 10.1, the Employee shall no longer be entitled to any benefits otherwise payable to the Employee under Section 7.2, 7.3, 7.4 or 8 of this Agreement regardless of the Employee’s termination of employment with the Company. After a Change in Control, if any previously outstanding option or right (the "“Terminated Option"”) relating to the Company's ’s capital stock does not remain outstanding, the successor to the Company or its then Parent (as defined below) shall either: : (a) Issue an option, warrant or right, as appropriate (the "“Successor Option"”), to purchase common stock of such successor or Parent in an amount such that on exercise of the Successor Option the Employee would receive the same number of shares of the successor'ssuccessor’s/Parent's ’s common stock as the Employee would have received had the Employee exercised number of shares of Company common stock subject to the Terminated Option been realized by the Employee immediately prior to the transaction resulting in the Change in Control and the Employee received shares of such successor/Parent in such transaction. The aggregate exercise price for all of the shares covered by such Successor Option shall equal the aggregate exercise price of the Terminated Option; or or (b) Pay the Employee a bonus within ten (10) days after the consummation of the Change in Control in an amount agreed to by the Employee and the Company. Such amount shall be at least equivalent on an after-tax basis to the net after-tax gain that the Employee would have realized if the Employee had been issued a Successor Option under clause 10.1(a) above and had immediately exercised exercised, or otherwise received the stock subject to, such Successor Option and sold the underlying stock, taking into account the different tax rates that apply to such bonus and to such gain, and such amount shall also reflect other differences to the Employee between receiving a bonus under this clause 10.1(b) and receiving a Successor Option under clause 10.1(a) above.

Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined below) of the Company shall be deemed a termination of the Employee without Cause, and the Employee shall be entitled to receive and the Company agrees to pay to the Employee in a lump sum the same amount determined under Section 7.2 7(b) that is payable to the Employee on termination without Cause provided, however, that such amount shall be payable in a lump sum on the Date of Termination and not in installments as provided in Section 7.2Cause. In addition, on a Change of Control, all of the Employee's outstanding but unvested options ISOs, other stock options, warrants and rights relating to capital stock of the Company shall immediately vest and become exercisable, and the term of any such options options, warrants and rights shall be extended to the first fifth anniversary of the Employee's termination, and all RSUs and shares of the Company's restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. After a Change in Control, if any previously outstanding option option, warrant or right (the "Terminated Option") relating to the Company's capital stock does not remain outstanding, the successor to the Company or its then Parent (as defined below) shall either: : (i) Issue an option, warrant or right, as appropriate (the "Successor Option"), to purchase common stock of such successor or Parent in an amount such that on exercise of the Successor Option the Employee would receive the same number of shares of the successor's/Parent's common stock as the Employee would have received had the Employee exercised the Terminated Option immediately prior to the transaction resulting in the Change in Control and received shares of such successor/Parent in such transaction. The aggregate exercise price for all of the shares covered by such Successor Option shall equal the aggregate exercise price of the Terminated Option; or or (ii) Pay the Employee a bonus within ten (10) days after the consummation of the Change in Control Control, in an amount agreed to by the Employee and the Company. Such amount shall be at least equivalent on an after-tax basis to the net after-tax gain that the Employee would have realized if the Employee he had been issued a Successor Option under clause 10.1(a(i) above and had immediately exercised such Successor Option and sold the underlying stock, taking into account the different tax rates that apply to such bonus and to such gain, and such amount shall also reflect other differences to the Employee between receiving a bonus under this clause 10.1(b(ii) and receiving a Successor Option under clause 10.1(a(i) above.

Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined below) of the Company shall be deemed a termination of the Employee without Cause, . and the Employee shall shal1 be entitled to receive and the Company agrees to pay to the Employee in a lump sum the same amount determined under Section 7.2 7(b) that is payable to the Employee on termination without Cause providedCause, however, that and the Employee shall have the right to forfeit all or part of such amount shall be payable in a lump sum on exchange for payment by the Date Company of Termination and not in installments certain relocation costs, as provided described in Section 7.27(b). In addition, on a Change of Control, all of the Employee's outstanding but unvested Options and other options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and the term of any such options and rights shall be extended to the first third anniversary of the Employee's termination, and all RSUs and shares of the Company's restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. After a Change in Control, if any previously outstanding Option or other option or right (the "Terminated Termination Option") relating to the Company's capital stock does not remain outstanding, the successor to the Company or its then Parent (as defined below) shall either: : (i) Issue an option, warrant or right, as appropriate (the "Successor Option"), to purchase common stock of such successor or Parent in an amount such that on exercise of the Successor Option the Employee would receive the same number of shares of the successor's/Parent's common stock as the Employee would have received had the Employee exercised the Terminated Option immediately prior to the transaction resulting in the Change in Control and received shares of such successor/Parent in such transaction. The aggregate exercise price for all of the shares covered by such Successor Option shall equal the aggregate exercise price of the Terminated Option; or or (ii) Pay the Employee a bonus within ten (10) days after the consummation of the Change in Control in an amount agreed to by the Employee and the Company. Such amount shall be at least equivalent on an after-tax basis to the net after-tax gain that the Employee would have realized if the Employee he had been issued a Successor Option under clause 10.1(a) above (i)above and had immediately exercised such Successor Option and sold the underlying stock, taking into account the different tax rates that apply to such bonus and to such gain, and such amount shall also reflect other differences to the Employee between receiving a bonus under this clause 10.1(b(ii) and receiving a Successor Option under clause 10.1(a(i) above.

Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined below) of the Company shall be deemed a termination of the Employee by the Company without Cause, and the Employee shall be entitled to receive and the Company agrees to pay to the Employee the same amount determined under Section 7.2 7(b) that is payable to the Employee on termination by the Company without Cause Cause; provided, however, that such amount shall be payable in a lump sum on the Date of Termination and not in installments as provided in Section 7.2. In addition, on a Change of in Control, all of the Employee's outstanding but unvested warrants, options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and the term of any such warrants, options and rights shall be extended to the first third anniversary of the Employee's termination. In addition, and all RSUs and immediately prior to a Change in Control in which either the Company is not the surviving entity or the executive officers of the Company immediately prior to the Change in Control do not retain substantially similar positions after such Change in Control, the Company shall grant to the Employee, for no additional consideration, ISOs to purchase 20,000 shares of the Company's restricted stock issued to Common Stock under the Employee Company's 1997 Stock Option Plan. These ISOs shall have a term of 10 years from the date of such grant and shall be exercisable immediately vest and become unrestricted and freely transferableat $22.00 per share. After a Change in Control, if any previously outstanding warrant, option or right (the "Terminated Option") relating to the Company's capital stock does not remain outstanding, the successor to the Company or its then Parent (as defined below) shall either: : (i) Issue an option, warrant or right, as appropriate (the "Successor Option"), to purchase common stock of such successor or Parent in an amount such that on exercise of the Successor Option the Employee would receive the same number of shares of the successor's/Parent's common stock as the Employee would have received had the Employee exercised the Terminated Option immediately prior to the transaction resulting in the Change in Control and received shares of such successor/Parent in such transaction. The aggregate exercise price for all of the shares covered by such Successor Option shall equal the aggregate exercise price of the Terminated Option; or or (ii) Pay the Employee a bonus within ten (10) days after the consummation of the Change in Control in an amount agreed to by the Employee and the Company. Such amount shall be at least equivalent on an after-tax basis to the net after-tax gain that the Employee would have realized if the Employee he had been issued a Successor Option under clause 10.1(a(i) above and had immediately exercised such Successor Option and sold the underlying stock, taking into account the different tax rates that apply to such bonus and to such gain, and such amount shall also reflect other differences to the Employee between receiving a bonus under this clause 10.1(b(ii) and receiving a Successor Option under clause 10.1(a(i) above.

Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined below) of the Company shall be deemed a termination of the Employee without Cause, Cause and the Employee shall shal1 be entitled to receive and the Company agrees to pay to the Employee in a lump sum the same amount determined under Section 7.2 7(b) that is payable to the Employee on termination without Cause provided, however, that such amount shall be payable in a lump sum on the Date of Termination and not in installments as provided in Section 7.2Cause. In addition, on a Change of Control, all of the Employee's outstanding but unvested Options and other options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and the term of any such options and rights shall be extended to the first third anniversary of the Employee's termination, and all RSUs and shares of the Company's restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. After a Change in Control, if any previously outstanding Option or other option or right (the "Terminated Termination Option") relating to the Company's capital stock does not remain outstanding, the successor to the Company or its then Parent (as defined below) shall either: : (i) Issue an option, warrant or right, as appropriate (the "Successor Option"), to purchase common stock of such successor or Parent in an amount such that on exercise of the Successor Option the Employee would receive the same number of shares of the successor's/Parent's common stock as the Employee would have received had the Employee exercised the Terminated Option immediately prior to the transaction resulting in the Change in Control and received shares of such successor/Parent in such transaction. The aggregate exercise price for all of the shares covered by such Successor Option shall equal the aggregate exercise price of the Terminated Option; or or (ii) Pay the Employee a bonus within ten (10) days after the consummation of the Change in Control in an amount agreed to by the Employee and the Company. Such amount shall be at least equivalent on an after-tax basis to the net after-tax gain that the Employee would have realized if the Employee he had been issued a Successor Option under clause 10.1(a) above (i)above and had immediately exercised such Successor Option and sold the underlying stock, taking into account the different tax rates that apply to such bonus and to such gain, and such amount shall also reflect other differences to the Employee between receiving a bonus under this clause 10.1(b(ii) and receiving a Successor Option under clause 10.1(a(i) above.

Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined below) of the Company shall be deemed a termination of the Employee without Cause, and the Employee shall be entitled to receive and the Company agrees to pay to the Employee in a lump sum the same amount determined under Section 7.2 7.B that is payable to the Employee on termination Termination without Cause providedCause, however, that and the Employee shall have the right to forfeit all or part of such amount shall be payable in a lump sum on exchange for payment by the Date Company of Termination and not in installments certain relocation costs, as provided described in Section 7.2. 7.B. In addition, on a Change of Control, all of the Employee's ’s outstanding but unvested Options and other options and rights relating to capital stock of the Company shall immediately vest and become exercisable, the term of any such options and rights shall be extended to the first anniversary of the Employee's termination, and all RSUs and shares of the Company's restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. After a Change in Control, if any previously outstanding Option or other option or right (the "“Terminated Option"”) relating to the Company's ’s capital stock does not remain outstanding, the successor to the Company or its then Parent (as defined below) shall either: : (1) Issue an option, warrant or right, as appropriate (the "“Successor Option"”), to purchase common stock of such successor or Parent in an amount such that on exercise of the Successor Option the Employee would receive the same number of shares of the successor'ssuccessor’s/Parent's ’s common stock as the Employee would have received had the Employee exercised the Terminated Option immediately prior to the transaction resulting in the Change in Control and received shares of such successor/Parent in such transaction. The aggregate exercise price for all of the shares covered by such Successor Option shall equal the aggregate exercise price of the Terminated Option; or or (2) Pay the Employee a bonus within ten (10) days after the consummation of the Change in Control in an amount agreed to by the Employee and the Company. Such amount shall be at least equivalent on an after-tax basis to the net after-tax gain that the Employee would have realized if the Employee he had been issued a Successor Option under clause 10.1(a(i) above and had immediately exercised such Successor Option and sold the underlying stock, taking into account the different tax rates that apply to such bonus and to such gain, and such amount shall also reflect other differences to the Employee between receiving a bonus under this clause 10.1(b(ii) and receiving a Successor Option under clause 10.1(a(i) above.

Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined below) of the Company shall be deemed a termination of the Employee without Cause, and the Employee shall be entitled to receive and the Company agrees to pay to the Employee the same amount determined under Section 7.2 that is payable to the Employee on termination without Cause provided, however, that such amount shall be payable in a lump sum on the Date of Termination and not in installments as provided in Section 7.2. In addition, on a Change of Control, all of the Employee's ’s outstanding but unvested options and rights relating to capital stock of the Company shall immediately vest and become exercisable, the term of any such options and rights shall be extended to the first anniversary of the Employee's ’s termination, and all RSUs and shares of the Company's ’s restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. In addition, immediately prior to a Change in Control in which either the Company is not the surviving entity or the executive officers of the Company immediately prior to the Change in Control do not retain substantially similar positions after such Change in Control, the Company shall grant to the Employee, for no additional consideration, non-qualified stock options to purchase thirty thousand (30,000) shares of the Company’s Common Stock under one of the Company’s Stock Option Plans then in effect. These options shall have a term of ten (10) years from the date of such grant (or the maximum permitted by the Plan under which they are granted, if less) and shall be exercisable immediately at Fourteen Dollars and Sixty-Seven Cents ($14.67) per share. In the event of a stock split, stock dividend, recapitalization of the Company, or other change in the Company’s common stock, an approximate adjustment will be made to the number and exercise price of the options to be issued under this paragraph. After a Change in Control, if any previously outstanding option or right (the "“Terminated Option"”) relating to the Company's ’s capital stock does not remain outstanding, the successor to the Company or its then Parent (as defined below) shall either: : (a) Issue an option, warrant or right, as appropriate (the "“Successor Option"”), to purchase common stock of such successor or Parent in an amount such that on exercise of the Successor Option the Employee would receive the same number of shares of the successor'ssuccessor’s/Parent's ’s common stock as the Employee would have received had the Employee exercised the Terminated Option immediately prior to the transaction resulting in the Change in Control and received shares of such successor/Parent in such transaction. The aggregate exercise price for all of the shares covered by such Successor Option shall equal the aggregate exercise price of the Terminated Option; or or (b) Pay the Employee a bonus within ten (10) days after the consummation of the Change in Control in an amount agreed to by the Employee and the Company. Such amount shall be at least equivalent on an after-tax basis to the net after-tax gain that the Employee would have realized if the Employee had been issued a Successor Option under clause 10.1(a) above and had immediately exercised such Successor Option and sold the underlying stock, taking into account the different tax rates that apply to such bonus and to such gain, and such amount shall also reflect other differences to the Employee between receiving a bonus under this clause 10.1(b) and receiving a Successor Option under clause 10.1(a) above.

Payments on Change in Control. Notwithstanding any provision in this Agreement to In the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined below) event of the Company shall be deemed a termination of the Employee without Cause, and the Employee shall be entitled to receive and the Company agrees to pay to the Employee the same amount determined under Section 7.2 that is payable to the Employee on termination without Cause provided, however, that such amount shall be payable in a lump sum on the Date of Termination and not in installments as provided in Section 7.2. In addition, on a Change of Control, all of the Employee's outstanding but unvested options and rights relating to capital stock of the Company shall immediately vest and become exercisable, the term of any such options and rights shall be extended to the first anniversary of the Employee's termination, and all RSUs and shares of the Company's restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. After a Change in Control, if as hereinafter defined, of the Corporation at any previously outstanding option or right (time during the "Terminated Option") relating term of Executive's employment hereunder, the Corporation and/or its successor shall be obligated to pay to the Company's capital stock does not remain outstandingExecutive an amount equal to three (3) times (x) the Salary to be paid to the Executive pursuant to Section 4.1 hereof for the year in which such Change in Control occurs, plus (y) the Bonus declared payable to the Executive under Section 4.2 hereof for the immediately preceding year (inclusive of the amount, if any, credited to the Deferred Compensation Amount pursuant to the Deferral Notice for such year), but in no event in an aggregate amount greater than the maximum allowed pursuant to Section 28OG of the Internal Revenue Code of 1986, as amended. In the event of a Change in Control during the first year of this Agreement, the successor Board shall declare a Bonus amount for purposes of computing the payment due to Executive pursuant to this Section 8. In the Company event that any payments or its then Parent (provisions for the payment of salary, benefits, perquisites and rights to Executive made as a result of a Change in Control as defined belowin this Section 8 shall, together with any other payment received by Executive, be considered to be an "excess parachute payment" under Section 280G(b)(1) of the Code, this Agreement shall either: Issue an optionbe construed so that the amount received by Executive that is described as a "parachute payment" under Section 280G(b)(2) of the Code shall equal the greater of (i) the amounts otherwise payable under this Agreement (determined, warrant or right, as appropriate solely for purposes of the comparison clause (the "Successor Option"ii), to purchase common stock of such successor or Parent in an amount such hereof, by netting out any excise tax that on exercise may be due under Section 4999 of the Successor Option Code) or (ii) the Employee would receive maximum amount that could be paid to Executive so that no such amount, along with all other "parachute payments" made to Executive by the same number of shares Corporation, will be deemed to constitute an "excess parachute payment" as defined under Code Section 280G(b)(1). The payment of the successor's/Parent's common stock above amount shall be made as soon as practicable after the Employee would have received had Change of Control is effective, but in no event more than thirty (30) days after the Employee exercised effective date of the Terminated Option immediately prior to Change of Control. In the transaction resulting in the event of a Change in Control and received shares of such successor/Parent in such transaction. The aggregate exercise price for whether Executive's employment is terminated or continued, the Corporation shall pay Executive the Deferred Compensation Account and all of the shares covered by such Successor Option options granted to Executive shall equal the aggregate exercise price of the Terminated Option; or Pay the Employee a bonus within ten (10) days after the consummation of the Change in Control in an amount agreed to by the Employee become 100% vested and the Company. Such amount shall be at least equivalent on an after-tax basis to the net after-tax gain that the Employee would have realized if the Employee had been issued a Successor Option under clause 10.1(a) above and had immediately exercised such Successor Option and sold the underlying stock, taking into account the different tax rates that apply to such bonus and to such gain, and such amount shall also reflect other differences to the Employee between receiving a bonus under this clause 10.1(b) and receiving a Successor Option under clause 10.1(a) aboveexercisable.

Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined below) of the Company shall be deemed a termination of the Employee without Cause, and the Employee shall be entitled to receive and the Company agrees to pay to the Employee the same amount determined under Section 7.2 7(b) that is payable to the Employee on termination without Cause provided, however, that such amount shall be payable in a lump sum on the Date of Termination and not in installments as provided in Section 7.27(b). In addition, on a Change of Control, all of the Employee's outstanding but unvested Options and other options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and the term of any such options and rights shall be extended to the first third anniversary of the Employee's termination, and all RSUs and shares of the Company's restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. After a Change in Control, if any previously outstanding Option or other option or right (the "Terminated Option") relating to the Company's capital stock does not remain outstanding, the successor to the Company or its then Parent (as defined below) shall either: : (1) Issue an option, warrant or right, as appropriate (the "Successor Option"), to purchase common stock of such successor or Parent in an amount such that on exercise of the Successor Option the Employee would receive the same number of shares of the successor's/Parent's common stock as the Employee would have received had the Employee exercised the Terminated Option immediately prior to the transaction resulting in the Change in Control and received shares of such successor/Parent in such transaction. The aggregate exercise price for all of the shares covered by such Successor Option shall equal the aggregate exercise price of the Terminated Option; or or (2) Pay the Employee a bonus within ten (10) days after the consummation of the Change in Control in an amount agreed to by the Employee and the Company. Such amount shall be at least equivalent on an after-tax basis to the net after-tax gain that the Employee would have realized if the Employee he had been issued a Successor Option under clause 10.1(a(i) above and had immediately exercised such Successor Option and sold the underlying stock, taking into account the different tax rates that apply to such bonus and to such gain, and such amount shall also reflect other differences to the Employee between receiving a bonus under this clause 10.1(b(ii) and receiving a Successor Option under clause 10.1(a(i) above.

Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined below) of the Company shall be deemed a termination of the Employee without Cause, Cause and the Employee shall shal1 be entitled to receive and the Company agrees to pay to the Employee the same amount determined in a lump sum under Section 7.2 7(b) that is payable to the Employee on termination without Cause providedexcept, howeverif such a change in control happens during the initial three (3) year term of the agreement, that such amount the salary paid shall be payable in a lump sum on the Date equal 36 months instead of Termination and not in installments as provided in Section 7.218 months. In addition, on a Change of Control, all of the Employee's outstanding but unvested Options and other options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and the term of any such options and rights shall be extended to the first third anniversary of the Employee's termination, and all RSUs and shares of the Company's restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. After a Change in Control, if any previously outstanding Option or other option or right (the "Terminated Termination Option") relating to the Company's capital stock does not remain outstanding, the successor to the Company or its then Parent (as defined below) shall either: : (i) Issue an option, warrant or right, as appropriate (the "Successor Option"), to purchase common stock of such successor or Parent in an amount such that on exercise of the Successor Option the Employee would receive the same number of shares of the successor's/Parent's common stock as the Employee would have received had the Employee exercised the Terminated Option immediately prior to the transaction resulting in the Change in Control and received shares of such successor/Parent in such transaction. The aggregate exercise price for all of the shares covered by such Successor Option shall equal the aggregate exercise price of the Terminated Option; or or (ii) Pay the Employee a bonus within ten (10) days after the consummation of the Change in Control in an amount agreed to by the Employee and the Company. Such amount shall be at least equivalent on an after-tax basis to the net after-tax gain that the Employee would have realized if the Employee he had been issued a Successor Option under clause 10.1(a) above (i)above and had immediately exercised such Successor Option and sold the underlying stock, taking into account the different tax rates that apply to such bonus and to such gain, and such amount shall also reflect other differences to the Employee between receiving a bonus under this clause 10.1(b(ii) and receiving a Successor Option under clause 10.1(a(i) above.

Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined below) of the Company shall be deemed a termination of the Employee without Cause, and the Employee shall be entitled to receive and the Company agrees to pay to the Employee in a lump sum the same amount determined under Section 7.2 7(b) that is payable to the Employee on termination without Cause provided, however, that such amount shall be payable in a lump sum on the Date of Termination and not in installments as provided in Section 7.2Cause. In addition, on a Change of Control, all of the Employee's outstanding but unvested Options and other options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and the term of any such options and rights shall be extended to the first third anniversary of the Employee's termination, and all RSUs and shares of the Company's restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. After a Change in Control, if any previously outstanding Option or other option or right (the "Terminated Option") relating to the Company's capital stock does not remain outstanding, the successor to the Company or its then Parent (as defined below) shall either: : (i) Issue an option, warrant or right, as appropriate (the "Successor Option"), to purchase common stock of such successor or Parent in an amount such that on exercise of the Successor Option the Employee would receive the same number of shares of the successor's/Parent's common stock as the Employee would have received had the Employee exercised the Terminated Option immediately prior to the transaction resulting in the Change in Control and received shares of such successor/Parent in such transaction. The aggregate exercise price for all of the shares covered by such Successor Option shall equal the aggregate exercise price of the Terminated Option; or or (ii) Pay the Employee a bonus within ten (10) days after the consummation of the Change in Control in an amount agreed to by the Employee and the Company. Such amount shall be at least equivalent on an after-tax basis to the net after-tax gain that the Employee would have realized if the Employee she had been issued a Successor Option under clause 10.1(a(i) above and had immediately exercised such Successor Option and sold the underlying stock, taking into account the different tax rates that apply to such bonus and to such gain, and such amount shall also reflect other differences to the Employee between receiving a bonus under this clause 10.1(b(ii) and receiving a Successor Option under clause 10.1(a(i) above.

Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined below) of the Company shall be deemed a termination of the Employee without Cause, and the Employee shall be entitled to receive and the Company agrees to pay to the Employee the same amount determined under Section 7.2 that is payable to the Employee on termination without Cause provided, however, that such amount shall be payable in a lump sum on the Date of Termination and not in installments as provided in Section 7.2. In addition, on a Change of Control, all of the Employee's ’s outstanding but unvested options and rights relating to capital stock of the Company shall immediately vest and become exercisable, the term of any such options and rights shall be extended to the first anniversary of the Employee's ’s termination, and all RSUs and shares of the Company's ’s restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferableunrestricted. After a Change in Control, if any previously outstanding option or right (the "“Terminated Option"”) relating to the Company's ’s capital stock does not remain outstanding, the successor to the Company or its then Parent (as defined below) shall either: : (a) Issue an option, warrant or right, as appropriate (the "“Successor Option"”), to purchase common stock of such successor or Parent in an amount such that on exercise of the Successor Option the Employee would receive the same number of shares of the successor'ssuccessor’s/Parent's ’s common stock as the Employee would have received had the Employee exercised the Terminated Option immediately prior to the transaction resulting in the Change in Control and received shares of such successor/Parent in such transaction. The aggregate exercise price for all of the shares covered by such Successor Option shall equal the aggregate exercise price of the Terminated Option; or or (b) Pay the Employee a bonus within ten (10) days after the consummation of the Change in Control in an amount agreed to by the Employee and the Company. Such amount shall be at least equivalent on an after-tax basis to the net after-tax gain that the Employee would have realized if the Employee had been issued a Successor Option under clause Section 10.1(a) above and had immediately exercised such Successor Option and sold the underlying stock, taking into account the different tax rates that apply to such bonus and to such gain, and such amount shall also reflect other differences to the Employee between receiving a bonus under this clause Section 10.1(b) and receiving a Successor Option under clause Section 10.1(a) above.

Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined below) of the Company shall be deemed a termination of the Employee without Cause, and the Employee shall be entitled to receive and the Company agrees to pay to the Employee the same amount determined under Section 7.2 that is payable to the Employee on termination without Cause provided, however, that such amount shall be payable in a lump sum on the Date of Termination and not in installments as provided in Section 7.2. In addition, on a Change of Control, all of the Employee's ’s outstanding but unvested options and rights relating to capital stock of the Company shall immediately vest and become exercisable, the term of any such options and rights shall be extended to the first anniversary of the Employee's ’s termination, and all RSUs and shares of the Company's ’s restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. After a Change in Control, if any previously outstanding option or right (the "“Terminated Option"”) relating to the Company's ’s capital stock does not remain outstanding, the successor to the Company or its then Parent (as defined below) shall either: : (a) Issue an option, warrant or right, as appropriate (the "“Successor Option"”), to purchase common stock of such successor or Parent in an amount such that on exercise of the Successor Option the Employee would receive the same number of shares of the successor'ssuccessor’s/Parent's ’s common stock as the Employee would have received had the Employee exercised the Terminated Option immediately prior to the transaction resulting in the Change in Control and received shares of such successor/Parent in such transaction. The aggregate exercise price for all of the shares covered by such Successor Option shall equal the aggregate exercise price of the Terminated Option; or or (b) Pay the Employee a bonus within ten (10) days after the consummation of the Change in Control in an amount agreed to by the Employee and the Company. Such amount shall be at least equivalent on an after-tax basis to the net after-tax gain that the Employee would have realized if the Employee had been issued a Successor Option under clause 10.1(a) above and had immediately exercised such Successor Option and sold the underlying stock, taking into account the different tax rates that apply to such bonus and to such gain, and such amount shall also reflect other differences to the Employee between receiving a bonus under this clause 10.1(b) and receiving a Successor Option under clause 10.1(a) above.

Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined in Section 11(d) below) of the Company shall be deemed a termination of the Employee without Cause, and the Employee shall be entitled to receive and the Company agrees to pay to the Employee Employee, in a lump sum upon such Change in Control, the same amount determined under Section 7.2 7(b) that is payable to the Employee on termination without Cause provided, however, that such amount shall be payable in a lump sum on the Date of Termination and not in installments as provided in Section 7.2Cause. In addition, on a Change of Control, all of the Employee's outstanding but unvested options Options and other options, warrants and rights relating to capital stock of the Company shall immediately vest and become exercisable, and the term of any such options (including the Options), warrants and rights shall be extended to the first fifth anniversary of the Employee's termination, and all RSUs and shares of the Company's restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. After a Change in Control, if any previously outstanding option (including the Options), warrant or right (the "Terminated Option") relating to the Company's capital stock does not remain outstanding, the successor to the Company or its then Parent (as defined in Section 10 below) shall either: : (i) Issue an option, warrant or right, as appropriate (the "Successor Option"), to purchase common stock of such successor or Parent in an amount such that on exercise of the Successor Option the Employee would receive the same number of shares of the successor's/Parent's common stock as the Employee would have received had the Employee exercised the Terminated Option immediately prior to the transaction resulting in the Change in Control and received shares of such successor/Parent in such transaction. The aggregate exercise price for all of the shares covered by such Successor Option shall equal the aggregate exercise price of the Terminated Option; or or (ii) Pay the Employee a bonus within ten (10) days after the consummation of the Change in Control Control, in an amount agreed to by the Employee and the Company. Such amount shall be at least equivalent on an after-tax basis to the net after-tax gain that the Employee would have realized if the Employee he had been issued a Successor Option under clause 10.1(a(i) above and had immediately exercised such Successor Option and sold the underlying stock, taking into account the different tax rates that apply to such bonus and to such gain, and such amount shall also reflect other differences to the Employee between receiving a bonus under this clause 10.1(b(ii) and receiving a Successor Option under clause 10.1(a(i) above.

Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined below) of the Company shall be deemed a termination of the Employee without Cause, and the Employee shall be entitled to receive and the Company agrees to pay to the Employee the same amount determined under Section 7.2 7(b) that is payable to the Employee on termination without Cause provided, however, that such amount shall be payable in a lump sum on the Date of Termination and not in installments as provided in Section 7.27(b). In addition, on a Change of Control, all of the Employee's ’s outstanding but unvested Options and other options and rights relating to capital stock of the Company shall immediately vest and become exercisable, the term of any such options and rights shall be extended extende d to the first third anniversary of the Employee's ’s termination, and all RSUs and shares of the Company's restricted stock issued to the Employee Employee’s Restricted Stock shall immediately vest and become unrestricted and freely transferable. After a Change in Control, if any previously outstanding Option or other option or right (the "“Terminated Option"”) relating to the Company's ’s capital stock does not remain outstanding, the successor to the Company or its then Parent (as defined below) shall either: : (1) Issue an option, warrant or right, as appropriate (the "“Successor Option"”), to purchase common stock of such successor or Parent in an amount such that on exercise of the Successor Option the Employee would receive the same number of shares of the successor'ssuccessor’s/Parent's ’s common stock as the Employee would have received had the Employee exercised the Terminated Option immediately prior to the transaction resulting in the Change in Control and received shares of such successor/Parent in such transaction. The aggregate exercise price for all of the shares covered by such Successor Option shall equal the aggregate exercise price of the Terminated Option; or or (2) Pay the Employee a bonus within ten (10) days after the consummation of the Change in Control in an amount agreed to by the Employee and the Company. Such amount shall be at least equivalent on an after-tax basis to the net after-tax gain that the Employee would have realized if the Employee he had been issued a Successor Option under clause 10.1(a(i) above and had immediately exercised such Successor Option and sold the underlying stock, taking into account the different tax rates that apply to such bonus and to such gain, and such amount shall also reflect other differences to the Employee between receiving a bonus under this clause 10.1(b(ii) and receiving a Successor Option under clause 10.1(a(i) above.

Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined in Section 11(d) below) of the Company shall be deemed a termination of the Employee without Cause, and the Employee shall be entitled to receive and the Company agrees to pay to the Employee Employee, in a lump sum upon such Change in Control, the same amount determined under Section 7.2 7(b) that is payable to the Employee on termination without Cause provided, however, that such amount shall be payable in a lump sum on the Date of Termination and not in installments as provided in Section 7.2Cause. In addition, on a Change of Control, all of the Employee's outstanding but unvested options Options and other options, warrants and rights relating to capital stock of the Company shall immediately vest and become exercisable, and the term of any such options (including the Options), warrants and rights shall be extended to the first fifth anniversary of the Employee's termination, and all RSUs and shares of the Company's restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. After a Change in Control, if any previously outstanding option (including the Options), warrant or right (the "Terminated Option") relating to the Company's capital stock does not remain outstanding, the successor to the Company or its then Parent (as defined in Section 10 below) shall either: Issue an option, warrant or right, as appropriate (the "Successor Option"), to purchase common stock of such successor or Parent in an amount such that on exercise of the Successor Option the Employee would receive the same number of shares of the successor's/Parent's common stock as the Employee would have received had the Employee exercised the Terminated Option immediately prior to the transaction resulting in the Change in Control and received shares of such successor/Parent in such transaction. The aggregate exercise price for all of the shares covered by such Successor Option shall equal the aggregate exercise price of the Terminated Option; or Pay the Employee a bonus within ten (10) days after the consummation of the Change in Control Control, in an amount agreed to by the Employee and the Company. Such amount shall be at least equivalent on an after-tax basis to the net after-tax gain that the Employee would have realized if the Employee he had been issued a Successor Option under clause 10.1(a(i) above and had immediately exercised such Successor Option and sold the underlying stock, taking into account the different tax rates that apply to such bonus and to such gain, and such amount shall also reflect other differences to the Employee between receiving a bonus under this clause 10.1(b(ii) and receiving a Successor Option under clause 10.1(a(i) above.

Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined below) of the Company shall be deemed a termination of the Employee without Cause, and the Employee shall be entitled to receive and the Company agrees to pay to the Employee the same amount determined under Section 7.2 7(b) that is payable to the Employee on termination without Cause provided, however, that such amount shall be payable in a lump sum on the Date of Termination and not in installments as provided in Section 7.27(b). In addition, on a Change of Control, all of the Employee's outstanding but unvested Options and other options and rights relating to capital stock of the Company shall immediately vest and become exercisable, the term of any such options and rights (together with all vested options and rights) shall be extended to the first third anniversary of the Employee's termination, and all RSUs and shares of the CompanyEmployee's restricted stock issued to the Employee Restricted Stock shall immediately vest and become unrestricted and freely transferable. After a Change in Control, if any previously outstanding Option or other option or right (the "Terminated Option") relating to the Company's capital stock does not remain outstanding, the successor to the Company or its then Parent (as defined below) shall either: : (1) Issue an option, warrant or right, as appropriate (the "Successor Option"), to purchase common stock of such successor or Parent in an amount such that on exercise of the Successor Option the Employee would receive the same number of shares of the successor's/Parent's common stock as the Employee would have received had the Employee exercised the Terminated Option immediately prior to the transaction resulting in the Change in Control and received shares of such successor/Parent in such transaction. The aggregate exercise price for all of the shares covered by such Successor Option shall equal the aggregate exercise price of the Terminated Option; or or (2) Pay the Employee a bonus within ten (10) days after the consummation of the Change in Control in an amount agreed to by the Employee and the Company. Such amount shall be at least equivalent on an after-tax basis to the net after-tax gain that the Employee would have realized if the Employee he had been issued a Successor Option under clause 10.1(a(i) above and had immediately exercised such Successor Option and sold the underlying stock, taking into account the different tax rates that apply to such bonus and to such gain, and such amount shall also reflect other differences to the Employee between receiving a bonus under this clause 10.1(b(ii) and receiving a Successor Option under clause 10.1(a(i) above.

Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined below) of the Company shall be deemed a termination of the Employee without Cause, and the Employee shall be entitled to receive and the Company agrees to pay to the Employee the same amount determined under Section 7.2 that is payable to the Employee on termination without Cause provided, however, that such amount shall be payable in a lump sum on the Date of Termination and not in installments as provided in Section 7.2. In addition, on a Change of Control, all of the Employee's outstanding but unvested options and rights relating to capital stock of the Company shall immediately vest and become exercisable, the term of any such options and rights shall be extended to the first anniversary of the Employee's termination, and all RSUs and shares of the Company's restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. In addition, immediately prior to a Change in Control in which either the Company is not the surviving entity or the executive officers of the Company immediately prior to the Change in Control do not retain substantially similar positions after such Change in Control, the Company shall grant to the Employee, for no additional consideration, non-qualified stock options to purchase thirty thousand (30,000) shares of the Company's Common Stock under one of the Company's Stock Option Plans then in effect. These options shall have a term of ten (10) years from the date of such grant (or the maximum permitted by the Plan under which they are granted, if less) and shall be exercisable immediately at Fourteen Dollars and Sixty-Seven Cents ($14.67) per share. In the event of a stock split, stock dividend, recapitalization of the Company, or other change in the Company's common stock, an approximate adjustment will be made to the number and exercise price of the options to be issued under this paragraph. After a Change in Control, if any previously outstanding option or right (the "Terminated Option") relating to the Company's capital stock does not remain outstanding, the successor to the Company or its then Parent (as defined below) shall either: Issue an option, warrant or right, as appropriate (the "Successor Option"), to purchase common stock of such successor or Parent in an amount such that on exercise of the Successor Option the Employee would receive the same number of shares of the successor's/Parent's common stock as the Employee would have received had the Employee exercised the Terminated Option immediately prior to the transaction resulting in the Change in Control and received shares of such successor/Parent in such transaction. The aggregate exercise price for all of the shares covered by such Successor Option shall equal the aggregate exercise price of the Terminated Option; or Pay the Employee a bonus within ten (10) days after the consummation of the Change in Control in an amount agreed to by the Employee and the Company. Such amount shall be at least equivalent on an after-tax basis to the net after-tax gain that the Employee would have realized if the Employee had been issued a Successor Option under clause 10.1(a) above and had immediately exercised such Successor Option and sold the underlying stock, taking into account the different tax rates that apply to such bonus and to such gain, and such amount shall also reflect other differences to the Employee between receiving a bonus under this clause 10.1(b) and receiving a Successor Option under clause 10.1(a) above.

Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined below) of the Company shall be deemed a termination of the Employee without Cause, and the Employee shall be entitled to receive and the Company agrees to pay to the Employee the same amount determined under Section 7.2 7(b) that is payable to the Employee on termination without Cause provided, however, that such amount shall be payable in a lump sum on the Date of Termination and not in installments as provided in Section 7.27(b). In addition, on a Change of Control, all of the Employee's outstanding but unvested Options and other options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and the restrictions on resale of the Common Stock received on exercise of the Options described in Section 4(a)(6) shall terminate. The term of any such Options and other options and rights shall be extended to the first third anniversary of the Employee's termination, and all RSUs and shares of the Company's restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. After a Change in Control, if any previously outstanding Option or other option or right (the "Terminated Option") relating to the Company's capital stock does not remain outstanding, the successor to the Company or its then Parent (as defined below) shall either: : (1) Issue an option, warrant or right, as appropriate (the "Successor Option"), to purchase common stock of such successor or Parent in an amount such that on exercise of the Successor Option the Employee would receive the same number of shares of the successor's/Parent's common stock as the Employee would have received had the Employee exercised the Terminated Option immediately prior to the transaction resulting in the Change in Control and received shares of such successor/Parent in such transaction. The aggregate exercise price for all of the shares covered by such Successor Option shall equal the aggregate exercise price of the Terminated Option; or or (2) Pay the Employee a bonus within ten (10) days after the consummation of the Change in Control in an amount agreed to by the Employee and the Company. Such amount shall be at least equivalent on an after-tax basis to the net after-tax gain that the Employee would have realized if the Employee he had been issued a Successor Option under clause 10.1(a(i) above and had immediately exercised such Successor Option and sold the underlying stock, taking into account the different tax rates that apply to such bonus and to such gain, and such amount shall also reflect other differences to the Employee between receiving a bonus under this clause 10.1(b(ii) and receiving a Successor Option under clause 10.1(a(i) above.

Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined in Section 11(d) below) of the Company shall be deemed a termination of the Employee without Cause, and the Employee shall be entitled to receive and the Company agrees to pay to the Employee the same amount determined under Section 7.2 7(b) that is payable to the Employee on termination without Cause up to a maximum of five million five hundred thousand dollars ($5,500,000) provided, however, that such amount shall be payable paid in a lump sum on the Date of Termination and not in installments as provided in Section 7.27(b). In addition, on a Change of Control, all of the Employee's outstanding but unvested options Options and other options, warrants and rights relating to capital stock of the Company shall immediately vest and become exercisable, and the term of any such options (including the Options), warrants and rights shall be extended to the first fifth anniversary of the Employee's termination, and all RSUs and shares of the Company's restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. After a Change in Control, if any previously outstanding option (including the Options), warrant or right (the "Terminated Option") relating to the Company's capital stock does not remain outstanding, the successor to the Company or its then Parent (as defined in Section 10 below) shall either: : (i) Issue an option, warrant or right, as appropriate (the "Successor Option"), to purchase common stock of such successor or Parent in an amount such that on exercise of the Successor Option the Employee would receive the same number of shares of the successor's/Parent's common stock as the Employee would have received had the Employee exercised the Terminated Option immediately prior to the transaction resulting in the Change in Control and received shares of such successor/Parent in such transaction. The aggregate exercise price for all of the shares covered by such Successor Option shall equal the aggregate exercise price of the Terminated Option; or or (ii) Pay the Employee a bonus within ten (10) days after the consummation of the Change in Control Control, in an amount agreed to by the Employee and the Company. Such amount shall be at least equivalent on to an after-tax basis to the net after-tax gain that the Employee would have realized if the Employee he had been issued a Successor Option under clause 10.1(a(i) above and had immediately exercised such Successor Option and sold the underlying stock, taking into account the different tax rates that apply to such bonus and to such gain, and such amount shall also reflect other differences to the Employee between receiving a bonus under this clause 10.1(b(ii) and receiving a Successor Option under clause 10.1(a(i) above.