Common use of Rights and Duties Clause in Contracts

Rights and Duties. If my employment is terminated, I shall be entitled to the amounts or benefits shown in the applicable row in the following table, subject to the balance of this Section 5. The Company and I shall have no further obligations to each other, except the Company’s ongoing indemnification obligation under Section 4(e), my confidentiality and other obligations to the Company, and our mutual arbitration obligations under Section 8, or as set forth in any agreement I subsequently enter into with the Company. DISCHARGE FOR CAUSE Payment or provision when due of (1) any unpaid base salary, expense reimbursements, and vacation days accrued but not used prior to termination of employment, and (2) other unpaid vested amounts or benefits under Company compensation, incentive and benefit plans. DISABILITY Same as for “Discharge for Cause”, EXCEPT that I also shall be potentially eligible for disability benefits under any Company-provided disability plan in which I then participate, and I shall be entitled to accelerated vesting of all stock grants I have been granted that, as of the date of such disability, remain unexercised and unvested, to the extent permissible by law. DISCHARGE OTHER THAN FOR CAUSE OR DISABILITY Same as for “Discharge for Cause”, EXCEPT that, in exchange for my execution of a general release document in a form provided by and acceptable to the Company, my base salary payments at my annual salary rate at the time, but not my employment, shall (1) where there has been no Change In Control (as defined below), continue for 48 months, or (2) where there has been a Change in Control in the preceding one (1) year, continue for 60 months. Such payments shall be payable in one lump sum immediately upon the termination of employment. In addition, I shall be entitled to accelerated vesting of all stock grants, as of the date of such termination Other Than for Cause, remain unexercised and unvested, to the extent permissible by law. RESIGNATION WITHOUT GOOD REASON Same as for “Discharge for Cause”. RESIGNATION WITH GOOD REASON Same as for “Discharge Other Than for Cause or Disability”. DEATH Same as for “Disability,” EXCEPT that payments shall be made to the person or entity prescribed by me or Company policies. NCN GROUP MANAGEMENT

Rights and Duties. If my employment is terminated, I shall be entitled to the amounts or benefits shown in the applicable row in the following table, subject to the balance of this Section 5. The Company and I shall have no further obligations to each other, except the Company’s ongoing indemnification obligation under Section 4(e), my confidentiality and other obligations to the Company, and our mutual arbitration obligations under Section 8, or as set forth in any agreement I subsequently enter into with the Company. DISCHARGE FOR CAUSE Payment or provision when due of (1) any unpaid base salary, expense reimbursements, and vacation days accrued but not used prior to termination of employment, and (2) other unpaid vested amounts or benefits under Company compensation, incentive and benefit plans. DISABILITY Same as for “Discharge for Cause”, EXCEPT that I also shall be potentially eligible for disability benefits under any Company-provided disability plan in which I then participate, and I shall be entitled to accelerated vesting of all stock grants I have been granted that, as of the date of such disability, remain unexercised and unvested, to the extent permissible by law. DISCHARGE OTHER THAN FOR CAUSE OR DISABILITY Same as for “Discharge for Cause”, EXCEPT that, in exchange for my execution of a general release document in a form provided by and acceptable to the Company, my base salary payments at my annual salary rate at the time, but not my employment, shall (1) where there has been no Change In Control (as defined below), continue for 48 months, or (2) where there has been a Change in Control in the preceding one (1) year, continue for 60 months. Such payments shall be payable in one lump sum immediately upon the termination of employment. In addition, I shall be entitled to accelerated vesting of all stock grants, as of the date of such termination Other Than for Cause, remain unexercised and unvested, to the extent permissible by law. RESIGNATION WITHOUT GOOD REASON Same as for “Discharge for Cause”. RESIGNATION WITH GOOD REASON Same as for “Discharge Other Than for Cause or Disability”. DEATH Same as for “Disability,” EXCEPT that payments shall be made to the person or entity prescribed by me or Company policies. NCN GROUP MANAGEMENTMANAGEMENT LTD

Rights and Duties. If my employment is terminatedCatalina terminates your employment, I shall be you are entitled to the amounts or and benefits shown in the applicable row in box of the following table, subject to the balance of this Section 53. The Company Save for the provisions of the Change of Control Agreement, this section 3 shall supersede any other agreements between you and I shall Catalina Marketing Corporation regarding any notice, severance, benefits or payments in the event of termination, including those contained in that certain employment letter between you and Catalina Marketing Corporation dated October 1, 2002. You and Catalina will then have no further obligations to each other, except those provided by the Company’s ongoing indemnification obligation under Section 4(e)by-laws and insurance policies, my confidentiality and other obligations to the Company, and our mutual arbitration your obligations under Section 84, your obligations under the Employee Confidentiality Agreement dated October 1, 2002 you signed, our agreements regarding arbitration of disputes under Section 6, or as set forth otherwise explained in any written agreement I subsequently enter into you later sign with Catalina, such as a general release in the Companyform attached as Exhibit A (the “General Release Agreement”), and by law. DISCHARGE Catalina will not reduce your severance benefits by any other compensation you earn from another activity during the Severance period so long as you do not violate any of the provisions of Section 4. IF YOU RESIGN OR IF CATALINA TERMINATES YOU FOR CAUSE Payment Catalina will pay or provision provide you, when due of due, (1) any unpaid base salary, expense reimbursements, and vacation days accrued but not used prior to earned before termination of employment, (2) any earned and unpaid balance of any bonus for the fiscal year before the one in which the termination occurred, and (23) other unpaid vested amounts or benefits under Company Catalina compensation, incentive and benefit plans. DISABILITY Same Except as for “Discharge for Cause”described in Section 16, EXCEPT that I also shall those payments will be potentially eligible for disability benefits under any Company-provided disability plan made in which I then participate, and I shall be entitled to accelerated vesting of all stock grants I have been granted that, as of the date of such disability, remain unexercised and unvested, to the extent permissible by lawaccordance with Catalina’s customary payment practices. DISCHARGE IF CATALINA TERMINATES YOU OTHER THAN FOR CAUSE CAUSE, DISABILITY OR DISABILITY Same as for “Discharge for Cause”, EXCEPT thatDEATH Catalina will pay you all the benefits in the top box above AND, in exchange for my execution and when you sign the General Release Agreement, Catalina will pay an amount equal to a prorated bonus at the “cut in” level (that is, currently, 50% of a general release document in a form provided by and acceptable the target bonus) for the portion of the fiscal year prior to the Company, my effective date of your termination (the “Prorated Cut-In Bonus”) and Catalina will continue to pay you your base salary payments at my annual salary rate at for 52 weeks after the timeeffective date of your termination (the “Severance Period”). Also, but not my employment, shall (1) where there has been no Change In Control (as defined below), continue for 48 months, or (2) where there has been a Change in Control in the preceding one (1) year, continue event that Catalina achieves or exceeds the targets established for 60 months. Such payments shall be payable in one lump sum immediately upon the purposes of the payment of target bonus for the bonus program relating to the fiscal year during which the termination of employmentyour employment becomes effective, Catalina will pay you an additional amount equal to the difference between a prorated amount of 100% of your target bonus for such year (for the portion of the fiscal year prior to the effective date of your termination) and your Cut-In Bonus. Such additional amount will be paid within 15 business days following determination by the Compensation Committee of the Board (defined below) to the effect that Catalina has achieved or exceeded such targets. In addition, I shall be entitled Catalina will pay the premiums for you to accelerated vesting continue your group health insurance coverage (as provided to employees generally from time to time) under COBRA, at active employee contribution rates, during the Severance Period (or until you earlier obtain comparable coverage under another plan). You agree that Catalina has given you a copy of all stock grantsits current policy. Catalina will also provide senior executive level career transition assistance at its expense for a period of 12 months, as of beginning on any date that you select within 3 months following the effective date of your termination, by an outplacement firm of your choice and acceptable to Catalina. If you accept new employment before such 12 months are up, Catalina will no longer pay for any outplacement services. IF YOU DIE OR BECOME DISABLED Catalina will pay you all the benefits in the top box above AND, in addition, Catalina will pay a prorated bonus at target for the fiscal year during which termination Other Than for Cause, remain unexercised and unvested, to the extent permissible by law. RESIGNATION WITHOUT GOOD REASON Same as for “Discharge for Cause”. RESIGNATION WITH GOOD REASON Same as for “Discharge Other Than for Cause or Disability”. DEATH Same as for “Disability,” EXCEPT that payments shall be made to the person or entity prescribed by me or Company policies. NCN GROUP MANAGEMENToccurred.

Rights and Duties. If my employment is terminatedCatalina terminates your employment, I shall be you are entitled to the amounts or and benefits shown in the applicable row in box of the following table, subject to the balance of this Section 53. The Company You and I shall Catalina will then have no further obligations to each other, except those provided by the Company’s ongoing indemnification obligation under Section 4(e)by-laws and insurance policies, my confidentiality and other obligations to the Company, and our mutual arbitration your obligations under Section 84, your obligations under the Employee Confidentiality Agreement dated April 5, 2004 you signed, our agreements regarding arbitration of disputes under Section 6, or as set forth otherwise explained in any written agreement I subsequently enter into you later sign with Catalina, such as a general release in the Companyform attached as Exhibit A (the “General Release Agreement”), and by law. DISCHARGE Catalina will not reduce your severance benefits by any other compensation you earn from another activity during the Severance period so long as you do not violate any of the provisions of Section 4. IF YOU RESIGN OR IF CATALINA TERMINATES YOU FOR CAUSE Payment Catalina will pay or provision provide you, when due of due, (1) any unpaid base salary, expense reimbursements, and vacation days accrued but not used prior to earned before termination of employment, (2) any earned and unpaid balance of any bonus for the fiscal year before the one in which the termination occurred, and (23) other unpaid vested amounts or benefits under Company Catalina compensation, incentive and benefit plans. DISABILITY Same Except as for “Discharge for Cause”described in Section 16, EXCEPT that I also shall those payments will be potentially eligible for disability benefits under any Company-provided disability plan made in which I then participate, and I shall be entitled to accelerated vesting of all stock grants I have been granted that, as of the date of such disability, remain unexercised and unvested, to the extent permissible by lawaccordance with Catalina’s customary payment practices. DISCHARGE IF CATALINA TERMINATES YOU OTHER THAN FOR CAUSE CAUSE, DISABILITY OR DISABILITY Same as for “Discharge for Cause”, EXCEPT thatDEATH Catalina will pay you all the benefits in the top box above AND, in exchange for my execution and when you sign the General Release Agreement, Catalina will pay an amount equal to a prorated bonus at the “cut in” level (that is, currently, 50% of a general release document in a form provided by and acceptable the target bonus) for the portion of the fiscal year prior to the Company, my effective date of your termination (the “Prorated Cut-In Bonus”) and Catalina will continue to pay you your base salary payments at my annual salary rate at for 78 weeks after the timeeffective date of your termination (the “Severance Period”). Also, but not my employment, shall (1) where there has been no Change In Control (as defined below), continue for 48 months, or (2) where there has been a Change in Control in the preceding one (1) year, continue event that Catalina achieves or exceeds the targets established for 60 months. Such payments shall be payable in one lump sum immediately upon the purposes of the payment of target bonus for the bonus program relating to the fiscal year during which the termination of employmentyour employment becomes effective, Catalina will pay you an additional amount equal to the difference between a prorated amount of 100% of your target bonus for such year (for the portion of the fiscal year prior to the effective date of your termination) and your Cut-In Bonus. Such additional amount will be paid within 15 business days following determination by the Compensation Committee of the Board (defined below) to the effect that Catalina has achieved or exceeded such targets. In addition, I shall be entitled Catalina will pay the premiums for you to accelerated vesting continue your group health insurance coverage (as provided to employees generally from time to time) under COBRA, at active employee contribution rates, during the Severance Period (or until you earlier obtain comparable coverage under another plan). You agree that Catalina has given you a copy of all stock grantsits current policy. Catalina will also provide senior executive level career transition assistance at its expense for a period of 12 months, as of beginning on any date that you select within 3 months following the effective date of your termination, by an outplacement firm of your choice and acceptable to Catalina. If you accept new employment before such 12 months are up, Catalina will no longer pay for any outplacement services. IF YOU DIE OR BECOME DISABLED Catalina will pay you all the benefits in the top box above AND, in addition, Catalina will pay a prorated bonus at target for the fiscal year during which termination Other Than for Cause, remain unexercised and unvested, to the extent permissible by law. RESIGNATION WITHOUT GOOD REASON Same as for “Discharge for Cause”. RESIGNATION WITH GOOD REASON Same as for “Discharge Other Than for Cause or Disability”. DEATH Same as for “Disability,” EXCEPT that payments shall be made to the person or entity prescribed by me or Company policies. NCN GROUP MANAGEMENToccurred.

Rights and Duties. If my employment is terminated, I shall be entitled to the amounts or benefits shown in on the applicable row in of the following table, subject to the balance of this Section 5. The Company and I shall have no further obligations to each other, except my confidentiality and other obligations under Sections 6 and 7, the Company’s ongoing indemnification obligation under Section 4(e), my confidentiality and other obligations to the Company8, and our mutual arbitration obligations under Section 89, or as set forth in any written agreement I subsequently enter into with the Company. In no event will any of the payments to be made under this section be made later than the seventy-fourth (74th) day of the next fiscal year after they become payable. DISCHARGE FOR CAUSE Payment or provision when due of (1) any unpaid base salary, expense reimbursements, and vacation days accrued but not used prior to termination of employment, and (2) other unpaid vested amounts or benefits under Company compensation, incentive incentive, and benefit plans. DISABILITY Same as for “Discharge for Cause”, EXCEPT that I also shall be potentially eligible for disability benefits under any Company-provided disability plan in which I then participate, and I shall be entitled to accelerated vesting of all stock grants I have been granted that, as of the date of such disability, remain unexercised and unvested, to the extent permissible by law. DISCHARGE OTHER THAN FOR CAUSE DEATH OR DISABILITY Same as for “Discharge for Cause”” EXCEPT that, in exchange for my (or my estate’s) execution of a release in accordance with this section and provided that I have not violated any of my obligations under Section 6, below, (1) I (or my estate) will receive the bonus, if any, that the Company awarded me for the previously completed fiscal year, if unpaid; (2) I (or my estate) will receive a portion of the bonus that the Company would have awarded me for the fiscal year in which termination occurs, prorated for the number of days I actually worked for the Company in that fiscal year (and payable when such bonus would have been paid had my employment not terminated); (3) any award made to me under the Company’s stock incentive plan(s) or cash incentive compensation plan(s) shall immediately vest in full; and (4) any stock options awarded to me by the Company shall remain exercisable for 90 days after my termination date. DISCHARGE OTHER THAN FOR CAUSE, DEATH, OR DISABILITY Same as for “Discharge for Cause” EXCEPT that, in exchange for my execution of a general release document in a form accordance with this section and provided by and acceptable to the Companythat I have not violated any of my obligations under Section 6, below, (1) my base salary payments at my annual salary rate at the timesalary, but not my employment, shall continue for six months after my termination date or until such date as I commence employment with another entity (or self-employment), whichever comes first; (2) I will receive the bonus, if any, that the Company awarded me for the previously completed fiscal year, if unpaid; (3) I will receive a portion of the bonus that the Company would have awarded me for the fiscal year in which termination occurs, prorated for the number of days I actually worked for the Company in that fiscal year (and payable when such bonus would have been paid had my employment not terminated); (4) the Company will reimburse me for the cost of any COBRA health continuation coverage I purchase (in excess of the amount I would have paid for group health coverage had I remained on the Company’s group health plan as an employee) until the earlier of (A) the date on which I become eligible for health insurance benefits under another employer’s plan or (B) six months after the date of discharge; (5) any award made to me under the Company’s stock incentive plan(s) or cash incentive compensation plan(s) shall continue to vest during the period described in clause (1) where there has been no Change In Control of this sentence; and (as defined below), continue for 48 months, or (26) where there has been a Change in Control in any stock options awarded to me by the preceding one (1) year, continue for 60 months. Such payments Company shall be payable in one lump sum immediately upon the termination of employment. In addition, I shall be entitled to accelerated vesting of all stock grants, as of the date of such termination Other Than for Cause, remain unexercised and unvestedexercisable, to the extent permissible by lawvested, for 90 days after the expiration of the period described in clause (1) of this sentence. RESIGNATION WITHOUT GOOD REASON Same as for “Discharge for Cause”. .” RESIGNATION WITH GOOD REASON Same as for “Discharge Other Than for Cause Cause, Death, or Disability”. DEATH .” TERMINATION WITHOUT CAUSE OR RESIGNATION WITH GOOD REASONS WITHIN 12 MONTHS AFTER A THIRD PARTY CHANGE IN CONTROL Same as for “Disability,Discharge for Cause” EXCEPT that, in exchange for my execution of a release in accordance with this section and provided that I have not violated any of my obligations under Section 6, below, (1) I will receive, in a lump sum within 30 days after my termination date, an amount equal to two times the sum of (A) my then current Base Salary and (B) the average of the two most recent annual bonuses paid to me by the Company (treating any annual bonus which is not paid as a result of my failure to attain the Bonus Performance Goals as having been paid in an amount equal to zero) or if only one annual bonus has been paid to me by the Company, the amount of that annual bonus; (2) I will receive the bonus, if any, that the Company awarded me for the previously completed fiscal year, if unpaid; (3) I will receive a portion of the bonus that the Company would have awarded me for the fiscal year in which termination occurs, prorated for the number of days I actually worked for the Company in that fiscal year (and payable when such bonus would have been paid had my employment not terminated); (4) the Company will reimburse me for the cost of any COBRA health continuation coverage I purchase (in excess of the amount I would have paid for group health coverage had I remained on the Company’s group health plan as an employee) until the earlier of (A) the date on which I become eligible for health insurance benefits under another employer’s plan or (B) twelve months after my termination date; (5) any award made to me under the Company’s stock incentive plan(s) or cash incentive compensation plan(s) shall continue to vest for twelve months after my termination date, unless vested sooner pursuant to the terms of the award; and (6) any stock options awarded to me by the Company shall remain exercisable, to the extent vested, for 90 days after the twelve-month anniversary of my termination date Any payments or benefits provided to me in connection with a Third Party Change on Control shall be made in lieu of any other benefits or payment available or otherwise payable to the person or entity prescribed by me or Company policiesunder this Section 5. NCN GROUP MANAGEMENTEXPIRATION OF AGREEMENT Same as for “Discharge for Cause.”

Rights and Duties. If my employment is terminated, I shall be entitled to the amounts or benefits shown in on the applicable row in of the following table, subject to the balance of this Section 5. The Company and I shall have no further obligations to each other, except my confidentiality and other obligations under Sections 6 and 7, the Company’s ongoing indemnification obligation under Section 4(e), my confidentiality and other obligations to the Company8, and our mutual arbitration obligations under Section 89, or as set forth in any written agreement I subsequently enter into with the Company. In no event will any of the payments to be made under this section be made later than the seventy-fourth (74th) day of the next fiscal year after they become payable. DISCHARGE FOR CAUSE Payment or provision when due of (1) any unpaid base salary, expense reimbursements, and vacation days accrued but not used prior to termination of employment, and (2) other unpaid vested amounts or benefits under Company compensation, incentive incentive, and benefit plans. DISABILITY Same as for “Discharge for Cause”, EXCEPT that I also shall be potentially eligible for disability benefits under any Company-provided disability plan in which I then participate, and I shall be entitled to accelerated vesting of all stock grants I have been granted that, as of the date of such disability, remain unexercised and unvested, to the extent permissible by law. DISCHARGE OTHER THAN FOR CAUSE DEATH OR DISABILITY Same as for “Discharge for Cause”” EXCEPT that, in exchange for my (or my estate’s) execution of a release in accordance with this section and provided that I have not violated any of my obligations under Section 6, below, (1) I (or my estate) will receive the bonus, if any, that the Company awarded me for the previously completed fiscal year, if unpaid; (2) I (or my estate) will receive a portion of the bonus that the Company would have awarded me for the fiscal year in which termination occurs, prorated for the number of days I actually worked for the Company in that fiscal year (and payable when such bonus would have been paid had my employment not terminated); (3) any award made to me under the Company’s stock incentive plan(s) or cash incentive compensation plan(s) shall immediately vest in full; and (4) any stock options awarded to me by the Company shall remain exercisable, if they have not expired by their terms, for 90 days after my termination date. DISCHARGE OTHER THAN FOR CAUSE, DEATH, OR DISABILITY Same as for “Discharge for Cause” EXCEPT that, in exchange for my execution of a general release document in a form accordance with this section and provided by and acceptable to the Companythat I have not violated any of my obligations under Section 6, below, (1) my base salary payments at my annual salary rate at the timesalary, but not my employment, shall continue through the Expiration Date or such date as I commence employment with another entity (or self-employment), whichever comes first; (2) I will receive the bonus, if any, that the Company awarded me for the previously completed fiscal year, if unpaid; (3) I will receive the bonus(es) that the Company would have awarded me for the period remaining through the Expiration Date (and payable when such bonus would have been paid had my employment not terminated); (4) the Company will reimburse me for the cost of any COBRA health continuation coverage I purchase (in excess of the amount I would have paid for group health coverage had I remained on the Company’s group health plan as an employee) until the earlier of (A) the date on which I become eligible for health insurance benefits under another employer’s plan or (B) the Expiration Date; (5) any award made to me under the Company’s stock incentive plan(s) or cash incentive compensation plan(s) shall continue to vest during the period described in clause (1) where there has been no Change In Control of this sentence, subject to the achievement of any applicable performance goals; and (as defined below), continue for 48 months, or (26) where there has been a Change in Control in any stock options awarded to me by the preceding one (1) year, continue for 60 months. Such payments Company shall be payable in one lump sum immediately upon the termination of employment. In addition, I shall be entitled to accelerated vesting of all stock grants, as of the date of such termination Other Than for Cause, remain unexercised and unvestedexercisable, to the extent permissible vested and if they have not expired by lawtheir terms, for 90 days after the expiration of the period described in clause (1) of this sentence. RESIGNATION WITHOUT GOOD REASON Same as for “Discharge for Cause”. .” RESIGNATION WITH GOOD REASON Same as for “Discharge Other Than for Cause Cause, Death, or Disability”. DEATH .” TERMINATION WITHOUT CAUSE OR RESIGNATION WITH GOOD REASONS WITHIN 12 MONTHS AFTER A THIRD PARTY CHANGE IN CONTROL Same as for “DisabilityDischarge for Cause” EXCEPT that, in exchange for my execution of a release in accordance with this section and provided that I have not violated any of my obligations under Section 6, below, (1) I will receive, in a lump sum within 30 days after my termination date, an amount equal to two times the sum of (A) my then current Base Salary and (B) the average of the two most recent annual bonuses paid to me by the Company (treating any annual bonus which is not paid as a result of my failure to attain the Bonus Performance Goals as having been paid in an amount equal to zero) or if only one annual bonus has been paid to me by the Company, the amount of that annual bonus; (2) I will receive the bonus, if any, that the Company awarded me for the previously completed fiscal year, if unpaid; (3) I will receive the bonus(es) that the Company would have awarded me for the period remaining through the Expiration Date (and payable when such bonus would have been paid had my employment not terminated); (4) the Company will reimburse me for the cost of any COBRA health continuation coverage I purchase (in excess of the amount I would have paid for group health coverage had I remained on the Company’s group health plan as an employee) until the earlier of (A) the date on which I become eligible for health insurance benefits under another employer’s plan or (B) the Expiration Date; (5) any award made to me under the Company’s stock incentive plan(s) or cash incentive compensation plan(s) shall continue to vest through the Expiration Date, unless vested sooner pursuant to the terms of the award; and (6) any stock options awarded to me by the Company shall remain exercisable, to the extent vested and if they have not expired by their terms, for 90 days after the Expiration Date. Any payments or benefits provided to me in connection with a Third Party Change on Control shall be in lieu of any other benefits or payment available or otherwise payable to me under this Section 5. EXPIRATION OF AGREEMENT Same as for “Discharge for Cause,” EXCEPT except that payments my bonuses with respect to 2010 shall be made payable in accordance with their terms (e.g., subject to the achievement of any applicable performance goals) as if my employment continued through the payment date. In the event that any limitation is imposed by a court or arbitrator on the enforceability of my covenants in Section 6(c)(i) and/or Section 6(c)(ii), I agree that I shall nevertheless forfeit any right to future benefits under this Section 5(a) in the event that I directly or indirectly, on my own behalf or on behalf of any other person or entity, whether as an owner, director, officer, partner, employee, agent or consultant, for pay or otherwise: (i) render services of an executive, advertising, marketing, sales, supervisory, technical, research, purchasing, or consulting nature to any person or entity prescribed (or on my own behalf, if I am self-employed) that is engaged in a business that competes with or intends to compete with any business conducted by me the Group (as defined in Section 6(a), below), including but not limited to character-based licensing, publication (in any medium) of comic books or other graphic fiction, toy manufacturing, film production and entertainment, or in the event that I become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or in any other relationship or capacity; provided, however, that I shall not forfeit any rights under this Section 5(a) solely by acquiring, solely as an investment, up to five percent (5%) of the outstanding shares of capital stock of any public corporation or by continuing to hold my current 0.5% equity interest in XxxxxXxxxxxxxx.xxx; or (ii) solicit or serve, participate in soliciting or serving or induce, advise, encourage or attempt to solicit or serve any customer, supplier, vendor, or distributor of the Group (A) for which I was responsible during my employment with the Company, (B) with whom I had business contacts or dealings on behalf of the Company policies. NCN GROUP MANAGEMENTduring my employment with the Company, or (C) about which I learned confidential information.

Rights and Duties. If my employment is terminated, I shall be entitled to the amounts or benefits shown in on the applicable row in of the following table, subject to the balance of this Section 5. The Company and I shall have no further obligations to each other, except the Company’s ongoing indemnification obligation under Section 4(e)8, my confidentiality and other obligations to the Companyunder Section 6, and our mutual arbitration obligations under Section 89, or as set forth in any written agreement I subsequently enter into with the Company. In no event will any of the payments to be made under this section be made later than the seventy-fourth (74th) day of the next fiscal year after they become payable. DISCHARGE FOR CAUSE Payment or provision when due of (1) any unpaid base salary, expense reimbursements, and vacation days accrued but not used prior to termination of employment, and (2) other unpaid vested amounts or benefits under Company compensation, incentive incentive, and benefit plans. DISABILITY Same as for “Discharge for Cause”, EXCEPT that I also shall be potentially eligible for disability benefits under any Company-provided disability plan in which I then participate, and I shall be entitled to accelerated vesting of all stock grants I have been granted that, as of the date of such disability, remain unexercised and unvested, to the extent permissible by law. DISCHARGE OTHER THAN FOR CAUSE DEATH OR DISABILITY Same as for “Discharge for Cause”” EXCEPT that, in exchange for my (or my estate’s) execution of a release in accordance with this section and provided that I have not violated any of my obligations under Section 6, below, (1) I (or my estate) will receive the bonus, if any, that the Company awarded me for the previously completed fiscal year, if unpaid; (2) I (or my estate) will receive a portion of the bonus that the Company would have awarded me for the fiscal year in which termination occurs, prorated for the number of days I actually worked for the Company in that fiscal year (and payable when such bonus would have been paid had my employment not terminated); (3) any award made to me under the Company’s stock incentive plan(s) or cash incentive compensation plan(s) shall immediately vest in full; and (4) any stock options awarded to me by the Company shall remain exercisable for 90 days after my termination date. DISCHARGE OTHER THAN FOR CAUSE, DEATH, OR DISABILITY Same as for “Discharge for Cause” EXCEPT that, in exchange for my execution of a general release document in a form accordance with this section and provided by and acceptable to the Companythat I have not violated any of my obligations under Section 6, below, (1) my base salary payments at my annual salary rate at the timesalary, but not my employment, shall continue for six months after my termination date or until such date as I commence employment with another entity (or self-employment), whichever comes first; (2) I will receive the bonus, if any, that the Company awarded me for the previously completed fiscal year, if unpaid; (3) I will receive a portion of the bonus that the Company would have awarded me for the fiscal year in which termination occurs, prorated for the number of days I actually worked for the Company in that fiscal year (and payable when such bonus would have been paid had my employment not terminated); (4) the Company will reimburse me for the cost of any COBRA health continuation coverage I purchase (in excess of the amount I would have paid for group health coverage had I remained on the Company’s group health plan as an employee) until the earlier of (A) the date on which I become eligible for health insurance benefits under another employer’s plan or (B) six months after the date of discharge; (5) any award made to me under the Company’s stock incentive plan(s) or cash incentive compensation plan(s) shall continue to vest during the period described in clause (1) where there has been no Change In Control of this sentence; and (as defined below), continue for 48 months, or (26) where there has been a Change in Control in any stock options awarded to me by the preceding one (1) year, continue for 60 months. Such payments Company shall be payable in one lump sum immediately upon the termination of employment. In addition, I shall be entitled to accelerated vesting of all stock grants, as of the date of such termination Other Than for Cause, remain unexercised and unvestedexercisable, to the extent permissible by lawvested, for 90 days after the expiration of the period described in clause (1) of this sentence. RESIGNATION WITHOUT GOOD REASON Same as for “Discharge for Cause”. .” RESIGNATION WITH GOOD REASON Same as for “Discharge Other Than for Cause Cause, Death, or Disability”. DEATH .” TERMINATION WITHOUT CAUSE OR RESIGNATION WITH GOOD REASONS WITHIN 12 MONTHS AFTER A THIRD PARTY CHANGE IN CONTROL Same as for “Disability,Discharge for Cause” EXCEPT that, in exchange for my execution of a release in accordance with this section and provided that I have not violated any of my obligations under Section 6, below, (1) I will receive, in a lump sum within 30 days after my termination date, an amount equal to two times the sum of (A) my then current Base Salary and (B) the average of the two most recent annual bonuses paid to me by the Company (treating any annual bonus which is not paid as a result of my failure to attain the Bonus Performance Goals as having been paid in an amount equal to zero) or if only one annual bonus has been paid to me by the Company, the amount of that annual bonus; (2) I will receive the bonus, if any, that the Company awarded me for the previously completed fiscal year, if unpaid; (3) I will receive a portion of the bonus that the Company would have awarded me for the fiscal year in which termination occurs, prorated for the number of days I actually worked for the Company in that fiscal year (and payable when such bonus would have been paid had my employment not terminated); (4) the Company will reimburse me for the cost of any COBRA health continuation coverage I purchase (in excess of the amount I would have paid for group health coverage had I remained on the Company’s group health plan as an employee) until the earlier of (A) the date on which I become eligible for health insurance benefits under another employer’s plan or (B) twelve months after my termination date; (5) any award made to me under the Company’s stock incentive plan(s) or cash incentive compensation plan(s) shall continue to vest for twelve months after my termination date; and (6) any stock options awarded to me by the Company shall remain exercisable, to the extent vested, for 90 days after the twelve-month anniversary of my termination date. Any payments or benefits provided to me in connection with a Third Party Change on Control shall be made in lieu of any other benefits or payment available or otherwise payable to the person or entity prescribed by me or Company policiesunder this Section 5. NCN GROUP MANAGEMENTEXPIRATION OF AGREEMENT Same as for “Discharge for Cause.”

Rights and Duties. If my employment is terminated, I shall be entitled to the amounts or benefits shown in the applicable row in the following table, subject to the balance of this Section 5. The Company and I shall have no further obligations to each other, except the Company’s ongoing indemnification obligation under Section 4(e)14, my confidentiality and other obligations to the Company, and our mutual arbitration obligations under Section 8, or as set forth in any agreement I subsequently enter into with the Company. DISCHARGE FOR CAUSE Payment or provision when due of (1) any unpaid base salary, expense reimbursements, and vacation days accrued but not used prior to termination of employment, and (2) other unpaid vested amounts or benefits under Company compensation, incentive and benefit plans. DISABILITY Same as for “Discharge for Cause”, ,” EXCEPT that I also shall be potentially eligible for disability benefits under any Company-provided disability plan in which I then participate, and if no such plan is then provided, in exchange for my execution of a general release document in a form provided by and reasonably acceptable to the Company, my base salary payments at my annual salary rate at the time, but not my employment, shall continue for 12 months. In addition, I shall be entitled to accelerated vesting of all stock grants equity options I have been granted that, as of the date of such disability, remain unexercised and unvested, to the extent permissible by law. DISCHARGE OTHER THAN FOR CAUSE OR DISABILITY Same as for “Discharge for Cause”, ,” EXCEPT that, in exchange for my execution of a general release document in a form provided by and reasonably acceptable to the Company; (1) the Company shall pay me, within 30 days after the date of discharge, an amount equal to the product of (A) my Annual Target Bonus established by the Board for the year of such discharge, or if no such target annual bonus has been established, the Annual Target Bonus for the preceding year or thirty percent (30%) of my base salary, whichever is greater, and (B) a fraction, the numerator of which is the number of days in the current calendar year through the date of discharge and the denominator of which is 365; (A) my base salary payments at my annual salary rate at the time, but not my employment, shall (1) shall, where there has been no Change In Control (as defined below), continue for 48 36 months, or (2B) where there has been a Change in Control in the preceding one (1) year, continue the Company shall pay me, within 30 days after the date of discharge, an amount equal to the sum of my base salary for 60 48 months. Such payments shall be payable in one lump sum immediately upon the termination of employment. In addition, ; (3) I shall will be entitled to accelerated vesting of all stock grantsequity options I have been granted that, as of the date of such termination discharge Other Than for Cause, remain unexercised and unvested, to the extent permissible by law; and (4) for 36 months, or where there has been a Change in Control in the preceding one (1) year, for 48 months, following such discharge the Company shall continue to me and/or my family all benefits described in Section 4(d) above at least equal to those then provided to peer executives or, if more favorable, as in effect at any time thereafter with respect to peer executives; provided that if I become reemployed with another employer and am eligible for any of such benefits under such new employer’s plan or plans, the benefits described herein shall be secondary to those provided to my new employer. RESIGNATION WITHOUT GOOD REASON Same as for “Discharge for Cause”. .” RESIGNATION WITH GOOD REASON Same as for “Discharge Other Than for Cause or Disability”. .” DEATH Same as for “Disability,” EXCEPT that payments shall be made to the person or entity prescribed by me or Company policies. NCN GROUP MANAGEMENT.

Rights and Duties. If my employment is terminated, I shall be entitled to the amounts or benefits shown in on the applicable row in of the following table, subject to the balance of this Section 5. The Company and I shall have no further obligations to each other, except the Company’s Change of Control obligation, the Company’s ongoing indemnification obligation under Section 4(e4(g), my confidentiality and other obligations to the Companyunder Section 6, and our mutual arbitration obligations waiver under Section 8, or as set forth in any written agreement I subsequently enter into with the Company. DISCHARGE FOR CAUSE Payment or provision when due of (1) any earned but unpaid base salary, expense reimbursements, and vacation days accrued but not used prior to termination of employment, and (2) other unpaid vested amounts or benefits under Company compensation, incentive incentive, and benefit plans. DISABILITY Same as for “Discharge for Cause”, ” EXCEPT that I also shall be potentially eligible for disability benefits under any Company-provided disability plan in which I then participate, and I shall be entitled to accelerated vesting of all stock grants I have been granted that, as of the date of such disability, remain unexercised and unvested, to the extent permissible by law. DISCHARGE OTHER THAN FOR CAUSE OR DISABILITY Same as for “Discharge for Cause”, Change of Control” EXCEPT that, in exchange for my execution of a general release document in a form provided by and acceptable to the Company, my base salary payments at my annual salary rate at the time, but not my employment, shall (1) where there has been no Change In Control (as defined below), continue for 48 months, or (2) where there has been a Change in Control in the preceding one (1) year, continue for 60 months. Such payments shall be payable in one lump sum immediately upon the termination of employment. In additionaccordance with this section, I shall will be entitled to accelerated vesting one year’s salary and expected bonus and Company will pay COBRA health insurance premiums for me and my family for a like period while I seek other employment. This salary and insurance will be paid l/12th monthly and will cease upon my commencement of all stock grants, as of the date of such termination Other Than for Cause, remain unexercised and unvested, to the extent permissible by lawother employment. RESIGNATION WITHOUT GOOD REASON Same as for “Discharge for cause ” DEATH Same as for “Discharge for Cause”. RESIGNATION WITH GOOD REASON Same as for “Discharge Other Than for Cause or Disability”. DEATH Same as for “Disability,” EXCEPT that payments shall be made to the person or entity prescribed by me or Company policies. NCN GROUP MANAGEMENTEXPIRATION OF AGREEMENT Same as for “Discharge other than for cause or disability.” CHANGE OF CONTROL Payment of two year’s salary and expected bonus as specified in 4.a. and b. in the event of a change of control after which my employment was ended by either party, plus forward vesting of any equity option held by me and Company will pay COBRA health insurance premiums for me and my family for eighteen (18) months after my employment ends.

Rights and Duties. If my employment is terminated, I shall be entitled to the amounts or benefits shown in on the applicable row in of the following table, subject to the balance of this Section 55 and to the terms and conditions set forth in Section 13, below. The Company and I shall have no further obligations to each other, except the Company’s ongoing indemnification obligation under Section 4(e)4, my confidentiality and other obligations to the Companyunder Section 6, and our mutual arbitration obligations under Section 8, or as set forth in any written agreement I subsequently enter into with the Company. DISCHARGE FOR CAUSE Payment or provision when due of (1) any unpaid base salary, expense reimbursements, and vacation days accrued but not used prior to termination of employment, and (2) other unpaid vested amounts or benefits under Company compensation, incentive incentive, and benefit plansplans (including, without limitation vested interests I may have with respect to Fund II and Fund III or any previous grant of equity). In addition, I may continue to exercise my vested options for up to the earlier of (a) the expiration date of such options or (b) the date 90 days following my termination. DISABILITY Same as for “Discharge for Cause”, ” EXCEPT that (1) my base salary, less any payments I also shall be potentially eligible for disability benefits receive under any Companystate-provided mandated or other disability plan in which I then participateinsurance policy, and shall continue for six months following my termination, (2) I shall be entitled to accelerated vesting receive a pro-rated annual bonus under Section 4(b), above, for the year in which my disability became effective hereunder, based on the number of all stock grants days I have been granted thatworked for the Company that year (and, as if in respect of calendar year 2007 or later, calculated at “target”), (3) the date of such disability, remain unexercised and unvested, to Company shall pay the extent permissible by law. DISCHARGE OTHER THAN FOR CAUSE OR DISABILITY Same as for “Discharge for Cause”, EXCEPT that, in exchange COBRA premiums associated with continuing medical insurance coverage for my execution benefit and the benefit of a general release document my spouse and dependent children for one year following my disability effective date, and (4) I will continue to vest for one year following my disability effective date in a form provided by all awards previously granted to me, and acceptable to in determining the CompanyGrant Performance Hurdle for any remaining performance vesting period, I will be credited with the shareholder return for the full year preceding the year of my base salary payments at my annual salary rate at the time, but not my employment, shall (1) where there has been no Change In Control (as defined below), continue for 48 months, or (2) where there has been a Change in Control in the preceding one (1) year, continue for 60 months. Such payments shall be payable in one lump sum immediately upon the termination of employmentdisability effective date. In addition, I shall be entitled may continue to accelerated vesting of all stock grants, as of the date of such termination Other Than for Cause, remain unexercised and unvested, to the extent permissible by law. RESIGNATION WITHOUT GOOD REASON Same as for “Discharge for Cause”. RESIGNATION WITH GOOD REASON Same as for “Discharge Other Than for Cause or Disability”. DEATH Same as for “Disability,” EXCEPT that payments shall be made to the person or entity prescribed by me or Company policies. NCN GROUP MANAGEMENTexercise

Rights and Duties. If my employment is terminatedI experience a Separation from Service (as defined in Section 5(b) below, I shall be entitled to the amounts or benefits shown in on the applicable row in of the following table, subject to the balance of this Section 55 and to the terms and conditions set forth in Section 13, below. The Company and I shall have no further obligations to each other, except the Company’s ongoing indemnification obligation under Section 4(e)4, my confidentiality and other obligations to the Companyunder Section 6, and our mutual arbitration obligations under Section 8, or as set forth in any written agreement I subsequently enter into with the Company. DISCHARGE FOR CAUSE Payment or provision when due of (1) any unpaid base salary, expense reimbursements, and vacation days accrued but not used prior to termination of employment, and (2) other unpaid vested amounts or benefits under Company compensation, incentive incentive, and benefit plansplans (including, without limitation vested interests I may have with respect to Fund II and Fund III or any previous grant of equity). In addition, I may continue to exercise my vested options for up to the earlier of (a) the expiration date of such options or (b) the date 90 days following my termination. DISABILITY Same as for “Discharge for Cause”, ” EXCEPT that I also shall be potentially eligible for disability benefits under any Company-provided disability plan in which I then participate, and (I) I shall be entitled to accelerated vesting receive a lump sum payment equal to six months of all stock grants I have been granted that, as of the date of such disability, remain unexercised and unvested, to the extent permissible by law. DISCHARGE OTHER THAN FOR CAUSE OR DISABILITY Same as for “Discharge for Cause”, EXCEPT that, in exchange for my execution of a general release document in a form provided by and acceptable to the Company, my base salary salary, less any payments I receive under any state-mandated or other disability insurance policy for six months , (II) I shall be entitled to receive a pro-rated bonus determined for the year in which my disability became effective hereunder, and calculated at “target,” which shall be paid as promptly as practicable following my annual salary rate at the timeSeparation from Service, but not later than the March 15th immediately following the calendar year of my employmentSeparation from Service. (III) the Company shall pay the COBRA premiums associated with continuing medical insurance coverage for my benefit and the benefit of my spouse and dependent children for one year following my disability effective date, shall and (1IV) where there has been no Change In Control (as defined below)I will continue to vest for one year following my disability effective date in all awards previously granted to me, continue and in determining the Grant Performance Hurdle for 48 monthsany remaining performance vesting period, or (2) where there has been a Change in Control in I will be credited with the shareholder return for the full year preceding one (1) year, continue for 60 months. Such payments shall be payable in one lump sum immediately upon the termination year of employmentmy disability effective date. In addition, I shall be entitled may continue to accelerated vesting of all stock grantsexercise my options that vested on or before my Separation from Service for up to one year following my Separation from Service, as of or if later, up until the expiration date of such termination Other Than for Cause, remain unexercised and unvested, to the extent permissible by law. RESIGNATION WITHOUT GOOD REASON Same as for “Discharge for Cause”. RESIGNATION WITH GOOD REASON Same as for “Discharge Other Than for Cause or Disability”. DEATH Same as for “Disability,” EXCEPT that payments shall be made to the person or entity prescribed by me or Company policies. NCN GROUP MANAGEMENToptions.

Rights and Duties. If my employment is terminated, I shall be entitled to the amounts or benefits shown in the applicable row in the following table, subject to the balance of this Section 5. The Company and I shall have no further obligations to each other, except the Company’s ongoing indemnification obligation under Section 4(e)14, my confidentiality and other obligations to the Company, and our mutual arbitration obligations under Section 8, or as set forth in any agreement I subsequently enter into with the Company. DISCHARGE FOR CAUSE Payment or provision when due of (1) any unpaid base salary, expense reimbursements, and vacation days accrued but not used prior to termination of employment, and (2) other unpaid vested amounts or benefits under Company compensation, incentive and benefit plans. DISABILITY Same as for “Discharge for Cause”, ,” EXCEPT that I also shall be potentially eligible for disability benefits under any Company-provided disability plan in which I then participate, and if no such plan is then provided, in exchange for my execution of a general release document in a form provided by and reasonably acceptable to the Company, my base salary payments at my annual salary rate at the time, but not my employment, shall continue for 12 months. In addition, I shall be entitled to accelerated vesting of all stock grants equity options I have been granted that, as of the date of such disability, remain unexercised and unvested, to the extent permissible by law. DISCHARGE OTHER THAN FOR CAUSE OR DISABILITY Same as for “Discharge for Cause”, ,” EXCEPT that, in exchange for my execution of a general release document in a form provided by and reasonably acceptable to the Company; (1) the Company shall pay me, within 30 days after the date of discharge, an amount equal to the product of (A) my Annual Target Bonus established by the Board for the year of such discharge, or if no such target annual bonus has been established, the Annual Target Bonus for the preceding year or thirty percent (30%) of my base salary, whichever is greater, and (B) a fraction, the numerator of which is the number of days in the current calendar year through the date of discharge and the denominator of which is 365; (A) my base salary payments at my annual salary rate at the time, but not my employment, shall (1) shall, where there has been no Change In Control (as defined below), continue for 48 36 months, or (2B) where there has been a Change in Control in the preceding one (1) year, continue the Company shall pay me, within 30 days after the date of discharge, an amount equal to the sum of my base salary for 60 48 months. Such payments shall be payable in one lump sum immediately upon the termination of employment. In addition, ; (3) I shall will be entitled to accelerated vesting of all stock grantsequity options I have been granted that, as of the date of such termination discharge Other Than for Cause, remain unexercised and unvested, to the extent permissible by law; and (4) for 24 months, or where there has been a Change in Control in the preceding one (1) year, for 36 months, following such discharge the Company shall continue to me and/or my family all benefits described in Section 4(d) above at least equal to those then provided to peer executives or, if more favorable, as in effect at any time thereafter with respect to peer executives; provided that if I become reemployed with another employer and am eligible for any of such benefits under such new employer’s plan or plans, the benefits described herein shall be secondary to those provided to my new employer. RESIGNATION WITHOUT GOOD REASON Same as for “Discharge for Cause”. .” RESIGNATION WITH GOOD REASON Same as for “Discharge Other Than for Cause or Disability”. .” DEATH Same as for “Disability,” EXCEPT that payments shall be made to the person or entity prescribed by me or Company policies. NCN GROUP MANAGEMENT.

Rights and Duties. If my employment is terminated, I shall be entitled to the amounts or benefits shown in on the applicable row in of the following table, subject to the balance of this Section 5. The Company and I shall have no further obligations to each other, except the Company’s 's ongoing indemnification obligation under Section 4(e)4, my confidentiality and other obligations to the Companyunder Section 6, and our mutual arbitration obligations under Section 8, or as set forth in any written agreement I subsequently enter into with the Company. -------------------------------------------------------------------------------- DISCHARGE FOR CAUSE Payment or provision when due of (1) any unpaid base FOR CAUSE salary, expense reimbursements, and vacation days accrued but not used prior to termination of employment, and (2) other unpaid vested amounts or benefits or amounts deferred under Company compensation, incentive incentive, and benefit plansplans (including, without limitation vested interests I may have with respect to Fund II and Fund III or any previous grant of equity). In addition, I may continue to exercise my vested options for up to the earlier of (a) the expiration date of such options or (b) the date 90 days following my termination. -------------------------------------------------------------------------------- DISABILITY Same as for “"Discharge for Cause”, " EXCEPT that I also (I) my base salary shall be potentially eligible for continue until the commencement of payments under my disability benefits under any Company-provided disability plan in which I then participateinsurance policy, and (II) I shall be entitled to accelerated receive a pro-rated bonus determined for the year in which my disability became effective hereunder, and calculated at "target", (III) the Company shall pay the COBRA premiums associated with continuing medical insurance coverage for my benefit and the benefit of my spouse and dependent children for one year following my disability effective date, and (IV) I will continue to vest for one year following my disability effective date in all awards previously granted to me, and in determining the Grant Performance Hurdle for any remaining performance vesting period, I will be credited with the shareholder return for the full year preceding the year of all stock grants my disability effective date. In addition, I have been granted thatmay continue to exercise my vested options for up to one year following my termination, as of or if later, up until the expiration date of such disability, remain unexercised and unvested, to the extent permissible by lawoptions. -------------------------------------------------------------------------------- DISCHARGE OTHER THAN FOR CAUSE OR DISABILITY Same as for “"Discharge for Cause”, " EXCEPT that, in OTHER THAN exchange for my execution of a general release document in a form provided by and acceptable to the Companyaccordance FOR CAUSE with this section, my base salary payments at my annual salary rate at the time, but not my employment, shall (1) where there has been no Change In Control (as defined below), continue for 48 months, or (2) where there has been a Change in Control in the preceding one (1) year, continue for 60 months. Such payments shall be payable in one lump sum immediately upon the termination of employment. In addition, I shall be entitled to accelerated vesting OR receive a lump-sum payment equal to the greater of DISABILITY (x) the sum of my base salary and cash bonus payable through the Expiration Date (with the cash bonus based on target and assuming the satisfaction of all stock grantsAnnual Performance Measures or (y) twice the sum of (I) my base salary then payable and (II) the highest annual bonus paid to me during the Term, as of (2) all LTI Grants made prior thereto and the Initial Grant shall immediately vest in full, (3) the Performance Compensation Awards awarded under Section 4(d) shall immediately vest in full, (4) I may continue to exercise my vested options for up to one year following my discharge or, if later, up until the expiration date of such termination Other Than options, and (5) the Company shall pay the COBRA premiums associated with continuing medical insurance coverage for my benefit and the benefit of my spouse and dependent children for 18 months following my date of discharge or such earlier time I shall obtain comparable coverage through another employer. -------------------------------------------------------------------------------- RESIGNATION Same as for "Discharge for Cause, remain unexercised and unvested, to the extent permissible by law. RESIGNATION ." WITHOUT GOOD REASON -------------------------------------------------------------------------------- -6- -------------------------------------------------------------------------------- RESIGNATION Same as for “Discharge for Cause”. RESIGNATION WITH GOOD REASON Same as for “"Discharge Other Than for Cause or WITH GOOD Disability”. ." REASON -------------------------------------------------------------------------------- DEATH Same as for “Disability,” "Discharge for Cause" EXCEPT that payments (1) my legal representative shall be made entitled to receive any death benefits payable under the person life insurance maintained on my behalf by the Company as well as any earned but as of yet unpaid bonus amounts from the year preceding the date of my death, (2) any equity and performance compensation awards I have shall continue to vest for one year following the date of my death, and in determining the Grant Performance Hurdle for any remaining performance vesting period, my estate will be credited with the shareholder return for the full year preceding the year of my death, (3) the Company shall pay the COBRA premiums associated with continuing medical insurance coverage for the benefit of my spouse and dependent children for one year following my date of death, and (4) my vested options may continue to be exercised for up to one year following my death, or entity prescribed by if later, up until the expiration date of such options. -------------------------------------------------------------------------------- TERMINATION Same as for "Discharge Other Than for Cause or UPON OR AFTER Disability" EXCEPT (1) the lump-sum payment shall THE EXPIRATION equal one year of my current base salary as of the OF AGREEMENT Expiration Date, (2) I shall be paid any earned but as of yet unpaid bonus at target for the most recently completed fiscal year preceding my termination date, (3) I shall receive additional vesting on all awards previously granted to me for one year following my termination, and (4) I may continue to exercise my vested options for up to one year following my termination, or Company policiesif later, up until the expiration of such options. NCN GROUP MANAGEMENT--------------------------------------------------------------------------------

Rights and Duties. If my employment is terminated, I shall be entitled to the amounts or benefits shown in on the applicable row in of the following table, subject to the balance of this Section 55 and to the terms and conditions set forth in Section 13, below. The Company and I shall have no further obligations to each other, except the Company’s ongoing indemnification obligation under Section 4(e)4, my confidentiality and other obligations to the Companyunder Section 6, and our mutual arbitration obligations under Section 8, or as set forth in any written agreement I subsequently enter into with the Company. DISCHARGE FOR CAUSE Payment or provision when due of (1) any unpaid base salary, expense reimbursements, and vacation days accrued but not used prior to termination of employment, and (2) other unpaid vested amounts or benefits under Company compensation, incentive incentive, and benefit plansplans (including, without limitation vested interests I may have with respect to Fund II and Fund III or any previous grant of equity). In addition, I may continue to exercise my vested options for up to the earlier of (a) the expiration date of such options or (b) the date 90 days following my termination. DISABILITY Same as for “Discharge for Cause”, ” EXCEPT that (I) my base salary, less any payments I also shall be potentially eligible for disability benefits receive under any Companystate-provided mandated or other disability plan in which I then participateinsurance policy, and shall continue for six months following my termination, (II) I shall be entitled to accelerated vesting of all stock grants I have been granted thatreceive a pro-rated bonus determined for the year in which my disability became effective hereunder, as of and calculated at “target,” (III) the date of such disability, remain unexercised and unvested, to Company shall pay the extent permissible by law. DISCHARGE OTHER THAN FOR CAUSE OR DISABILITY Same as for “Discharge for Cause”, EXCEPT that, in exchange COBRA premiums associated with continuing medical insurance coverage for my execution benefit and the benefit of a general release document my spouse and dependent children for one year following my disability effective date, and (IV) I will continue to vest for one year following my disability effective date in a form provided by all awards previously granted to me, and acceptable to in determining the CompanyGrant Performance Hurdle for any remaining performance vesting period, I will be credited with the shareholder return for the full year preceding the year of my base salary payments at my annual salary rate at the time, but not my employment, shall (1) where there has been no Change In Control (as defined below), continue for 48 months, or (2) where there has been a Change in Control in the preceding one (1) year, continue for 60 months. Such payments shall be payable in one lump sum immediately upon the termination of employmentdisability effective date. In addition, I shall be entitled may continue to accelerated vesting of all stock grantsexercise my options that vested on or before December 31, as of 2004 for up to one year following my termination, or if later, up until the expiration date of such termination Other Than for Causeoptions, remain unexercised and unvested, I may continue to exercise my options that are granted or first vest after 2004 until the extent permissible by law. RESIGNATION WITHOUT GOOD REASON Same as for “Discharge for Cause”. RESIGNATION WITH GOOD REASON Same as for “Discharge Other Than for Cause or Disability”. DEATH Same as for “Disability,” EXCEPT that payments shall be made to later of December 31 of the person or entity prescribed by me or Company policies. NCN GROUP MANAGEMENTyear in which my employment terminates and the date two and one-half months after my employment terminates (but in no event after the expiration date of such options).

Rights and Duties. If my employment is terminated, I shall be entitled to the amounts or and/or benefits shown in on the applicable row in of the following table, subject to the balance of this Section 5. The Company and I shall have no further obligations to each other, except the Company’s 's ongoing indemnification obligation under Section 4(e)4, my confidentiality and other confidentiality, etc. obligations to the Companyunder Section 6, and our mutual arbitration obligations under Section 8, or as set forth in any written agreement I subsequently enter into with the Company. DISCHARGE FOR CAUSE Payment or provision when due of (1) any unpaid base salary, expense reimbursementsreimbursement FOR CAUSE of expenses incurred, and unused vacation days OR accrued prior to the date of termination, (2) other RESIGNATION unpaid REASON vested amounts or benefits under WITHOUT GOOD Company compensation, incentive, and benefit plans, (3) COBRA benefits. (1) any unpaid base salary, reimbursement of expenses incurred, and unused vacation days accrued but not used prior to termination the date of employmenttermination, and (2) other unpaid vested amounts or benefits under Company compensation, incentive incentive, and benefit plans. DISABILITY Same as for “Discharge for Cause”, EXCEPT (3) COBRA benefits, (4) a prorated bonus, calculated by multiplying the applicable bonus by a percentage equal to the total number of days that I also was employed for the bonus year in question, divided by 365, (5) accelerated vesting and right to exercise all options in Section 4(b), (6) accelerated vesting and right to exercise all Options and restricted stock in Section 4(e) if the EBITDA target is met for the option year in question and I remain employed through the applicable Vesting Commencement Date (all other awards granted under Section 4(e) shall be potentially eligible for disability benefits under terminate), (7) any unpaid portion of the cash signing bonus in Section 4(c), and (8) a lump sum payment equal to the difference, if any, between my monthly base salary and my monthly Company-provided short term disability plan in which benefits and Workers' Compensation wage replacement benefits for up to 6 months or the date that my Company-provided long-term disability benefits commence if I then participateam eligible to receive such benefits, and whichever is shorter. I shall be entitled eligible to accelerated vesting of all stock grants receive the benefits in clauses (4) through (8) only if I have been granted that, as of am terminated by the date of such disability, remain unexercised and unvested, Company due to the extent permissible by law. DISCHARGE OTHER THAN FOR CAUSE OR DISABILITY Same as for “Discharge for Cause”, EXCEPT that, in exchange for my execution of a general release document in a form provided by and acceptable to the Company, my base salary payments at my annual salary rate at the timeDisability, but not my employment, shall (1) where there has been no Change In Control (as defined below), continue for 48 months, or (2) where there has been a Change in Control in the preceding one (1) year, continue for 60 months. Such payments shall be payable in one lump sum immediately upon the termination of employment. In addition, if I shall be entitled to accelerated vesting of all stock grants, as of the date of such termination Other Than for Cause, remain unexercised and unvested, to the extent permissible by law. RESIGNATION WITHOUT GOOD REASON Same as for “Discharge for Cause”. RESIGNATION WITH GOOD REASON Same as for “Discharge Other Than for Cause or Disability”. DEATH Same as for “Disability,” EXCEPT that payments shall be made to the person or entity prescribed by me or Company policies. NCN GROUP MANAGEMENTresign.