Common use of Termination of Employment Change of Control Clause in Contracts

Termination of Employment Change of Control. (a) Except as set forth in this Section 6 or as otherwise provided in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if any, if (i) Award Recipient ceases to be employed by the Company for any reason prior to the end of the Performance Period, or (ii) Award Recipient breaches the confidentiality covenant as described in Section 11, then effective at the close of business on the date the Award Recipient ceases to be employed by the Company, or the date the Award Recipient breaches the confidentiality covenant as described in Section 11 hereof, as applicable, all of Award Recipient’s Performance Shares covered by this Agreement, whether earned or unearned, shall be automatically cancelled and forfeited in their entirety without any further obligation on the part of Alpha, such that Alpha shall not be obligated to issue any Shares or any other compensation to Award Recipient with respect to such cancelled and forfeited Performance Shares. (b) Unless otherwise provided in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if any, if during the Performance Period (i) the Award Recipient ceases to be employed by the Company as a result of Award Recipient's Permanent Disability (as defined below) or death, (ii) the Award Recipient's employment is terminated by the Company other than for Cause (as defined below), or (iii) the Award Recipient ceases to be employed by the Company as a result of Award Recipient's Retirement (as defined below), the Award Recipient shall be entitled to receive a prorated portion of the Performance Shares to the extent earned pursuant to Section 4 above, determined at the end of the Performance Period and based on the ratio of the number of complete months the Award Recipient is employed or serves during the Performance Period to the total number of months in the Performance Period. Any Shares to which Award Recipient becomes entitled to receive pursuant to the preceding sentence will be issued and delivered to Award Recipient in accordance with the provisions of Section 5 of the Agreement; provided, that any payments due on the Award Recipient's death shall be paid to the Award Recipient's estate. (c) In the event that a Change of Control occurs prior to the end of the Performance Period, the Performance Shares that have not been previously cancelled and forfeited shall become fully vested and payable at the Target Award level (and the Performance Period shall thereafter be deemed to have terminated). Payment of any amount pursuant to the preceding sentence may be made in cash and/or securities or other property, in the Committee's discretion, and will be made contemporaneous with the consummation of the Change of Control. (d) For purposes of this Agreement and unless otherwise defined in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if any, the following terms shall have the following meanings: (i) a "Change of Control" shall mean (A) any merger, consolidation or business combination in which the stockholders of Alpha immediately prior to the merger, consolidation or business combination do not own at least a majority of the outstanding equity interests of the surviving parent entity, (B) the sale of all or substantially all of Alpha's assets in a single transaction or a series of related transactions, (C) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) a majority of the outstanding Common Shares by any person or entity (including a "group" as defined by or under Section 13(d)(3) of the Exchange Act), (D) the stockholders of Alpha approve any plan for the dissolution or liquidation of Alpha, or (E) a contested election of directors, as a result of which or in connection with which the persons who were directors of Alpha before such election or their nominees cease to constitute a majority of the Board; (ii) the term "Permanent Disability" shall mean Award Recipient's physical or mental incapacity to perform his or her usual duties with such condition likely to remain continuously and permanently as determined by the Company; (iii) the term "Cause" shall mean "Employer Cause" as set forth in any employment agreement between the Award Recipient and the Company or, in the absence of such an agreement, "Cause" as defined by the Company’s employment policies in effect at the time of termination; and (iv) the term "Retirement" shall mean Award Recipient's retirement at Alpha’s normal retirement age, as prescribed from time to time by Alpha’s employment or retirement policies then in effect, or retirement under circumstances approved by the Committee (either before or after retirement).

Termination of Employment Change of Control. (a) Except as set forth in this Section 6 or as otherwise provided in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if any, if Notwithstanding any other provision contained herein: (i) Award Recipient ceases to be employed if the Participant's employment with the Company is terminated by the Company for any reason prior to the end of the Performance Period, or (ii) Award Recipient breaches the confidentiality covenant as described in Section 11, then effective at the close of business on the date the Award Recipient ceases to be employed by the Company, or the date the Award Recipient breaches the confidentiality covenant as described in Section 11 hereof, as applicable, all of Award Recipient’s Performance Shares covered by this Agreement, whether earned or unearned, shall be automatically cancelled and forfeited in their entirety without any further obligation on the part of Alpha, such that Alpha shall not be obligated to issue any Shares or any other compensation to Award Recipient with respect to such cancelled and forfeited Performance Shares. (b) Unless otherwise provided in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if any, if during the Performance Period (i) the Award Recipient ceases to be employed by the Company as a result of Award Recipient's Permanent Disability "cause" (as defined below) or deathby the Participant for other than "good reason" (as defined below), the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof, if any, as of the date of termination of employment. (ii) if the Award RecipientParticipant's employment with the Company is terminated by the Company other than for Cause (as defined below)"cause", or is terminated by the Participant for "good reason", all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. (iii) if the Award Recipient ceases to be employed Participant dies or in the event the Participant's employment with the Company is terminated by the Company as a result for reason of Award Recipientthe Participant's Retirement "permanent disability" (as defined below), the Award Recipient number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2003 to the date of death or permanent disability, as the case may be (whichever is sooner), and the denominator of which sixty (60) and (y) 25,000 or (ii) 12,500 Units, shall vest, be entitled converted into shares of Common Stock and be immediately distributed to receive a prorated the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Performance Shares Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or permanent disability prior to the extent earned pursuant Grant Date and the Hurdle Price Condition is satisfied on or before the one year anniversary of Participant's termination for death or "permanent disability", 12,500 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to Section 4 above, determined at the end Participant (or the executor or administrator of the Performance Period deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and based on the ratio any portion of the number Units then remaining unvested shall be forfeited. For purposes of complete months this Section 4(a), the Award Recipient is employed or serves during terms "cause", "good reason" and "disability", shall have the Performance Period meanings ascribed to the total number of months such terms in the Performance Period. Any Shares Participant's amended and restated employment agreement with Avatar Properties, Inc., dated as of March 6, 2003, as amended or restated from time to which Award Recipient becomes entitled to receive pursuant to the preceding sentence will be issued and delivered to Award Recipient in accordance with the provisions of Section 5 of the Agreement; provided, that any payments due on the Award Recipient's death shall be paid to the Award Recipient's estatetime. (cb) In the event that of a Change of Control occurs prior (as defined below), all Units granted to the end of the Performance Period, the Performance Shares that have not been previously cancelled and forfeited shall become fully vested and payable at the Target Award level (and the Performance Period shall thereafter be deemed to have terminated). Payment of any amount Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the preceding sentence may be made in cash and/or securities or other property, in the Committee's discretion, and will be made contemporaneous with the consummation of the Change of Control. (d) Participant. For purposes of this Agreement and unless otherwise defined in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if anySection 4(b), the following terms shall have the following meanings: (i) a term "Change of Control" shall mean (A) any merger, consolidation or business combination in which the stockholders of Alpha immediately prior to the merger, consolidation or business combination do not own at least a majority of the outstanding equity interests of the surviving parent entity, (B) the sale of all or substantially all of Alpha's assets in a single transaction or a series of related transactions, (C) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) a majority of the outstanding Common Shares by any person or entity (including a "group" as defined by or under Section 13(d)(3) of the Exchange Act), (D) the stockholders of Alpha approve any plan for the dissolution or liquidation of Alpha, or (E) a contested election of directors, as a result of which or in connection with which the persons who were directors of Alpha before such election or their nominees cease to constitute a majority of the Board; (ii) the term "Permanent Disability" shall mean Award Recipient's physical or mental incapacity to perform his or her usual duties with such condition likely to remain continuously and permanently as determined by the Company; (iii) the term "Cause" shall mean "Employer Cause" as set forth in any employment agreement between the Award Recipient and the Company or, in the absence of such an agreement, "Cause" as defined by the Company’s employment policies in effect at the time of termination; and (iv) the term "Retirement" shall mean Award Recipient's retirement at Alpha’s normal retirement age, as prescribed from time to time by Alpha’s employment or retirement policies then in effect, or retirement under circumstances approved by the Committee (either before or after retirement).following events:

Termination of Employment Change of Control. (a) Except as set forth in this Section 6 or as otherwise provided in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if any, if Notwithstanding any other provision contained herein: (i) Award Recipient ceases to be employed if the Participant's employment with the Company is terminated by the Company for any reason prior to the end of the Performance Period, or (ii) Award Recipient breaches the confidentiality covenant as described in Section 11, then effective at the close of business on the date the Award Recipient ceases to be employed by the Company, or the date the Award Recipient breaches the confidentiality covenant as described in Section 11 hereof, as applicable, all of Award Recipient’s Performance Shares covered by this Agreement, whether earned or unearned, shall be automatically cancelled and forfeited in their entirety without any further obligation on the part of Alpha, such that Alpha shall not be obligated to issue any Shares or any other compensation to Award Recipient with respect to such cancelled and forfeited Performance Shares. (b) Unless otherwise provided in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if any, if during the Performance Period (i) the Award Recipient ceases to be employed by the Company as a result of Award Recipient's Permanent Disability "cause" (as defined below) or deathby the Participant for other than "good reason" (as defined below), the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof, if any, as of the date of termination of employment. (ii) if the Award RecipientParticipant's employment with the Company is terminated by the Company other than for Cause (as defined below)"cause", or is terminated by the Participant for "good reason", all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. (iii) if the Award Recipient ceases to be employed Participant dies or in the event the Participant's employment with the Company is terminated by the Company as a result for reason of Award Recipientthe Participant's Retirement "permanent disability" (as defined below), the Award Recipient number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2003 to the date of death or permanent disability, as the case may be (whichever is sooner), and the denominator of which seventy-two (72) and (y) 16,300 or (ii) 8,150 Units, shall vest, be entitled converted into shares of Common Stock and be immediately distributed to receive a prorated the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Performance Shares Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or permanent disability prior to the extent earned pursuant Grant Date and the Hurdle Price Condition is satisfied on or before the one year anniversary of Participant's termination for death or "permanent disability", 8,150 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to Section 4 above, determined at the end Participant (or the executor or administrator of the Performance Period deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and based on the ratio any portion of the number Units then remaining unvested shall be forfeited. For purposes of complete months this Section 4(a), the Award Recipient is employed or serves during terms "cause", "good reason" and "permanent disability", shall have the Performance Period meanings ascribed to the total number of months such terms in the Performance Period. Any Shares to which Award Recipient becomes entitled to receive pursuant to the preceding sentence will be issued Participant's amended and delivered to Award Recipient in accordance restated employment agreement with the provisions Company, dated as of Section 5 of the Agreement; providedMarch 27, that any payments due on the Award Recipient's death shall be paid 2003, as amended or restated from time to the Award Recipient's estatetime. (cb) In the event that of a Change of Control occurs prior (as defined below), all Units granted to the end of the Performance Period, the Performance Shares that have not been previously cancelled and forfeited shall become fully vested and payable at the Target Award level (and the Performance Period shall thereafter be deemed to have terminated). Payment of any amount Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the preceding sentence may be made in cash and/or securities or other property, in the Committee's discretion, and will be made contemporaneous with the consummation of the Change of Control. (d) Participant. For purposes of this Agreement and unless otherwise defined in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if anySection 4(b), the following terms shall have the following meanings: (i) a term "Change of Control" shall mean (A) any merger, consolidation or business combination in which the stockholders of Alpha immediately prior to the merger, consolidation or business combination do not own at least a majority of the outstanding equity interests of the surviving parent entity, (B) the sale of all or substantially all of Alpha's assets in a single transaction or a series of related transactions, (C) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) a majority of the outstanding Common Shares by any person or entity (including a "group" as defined by or under Section 13(d)(3) of the Exchange Act), (D) the stockholders of Alpha approve any plan for the dissolution or liquidation of Alpha, or (E) a contested election of directors, as a result of which or in connection with which the persons who were directors of Alpha before such election or their nominees cease to constitute a majority of the Board; (ii) the term "Permanent Disability" shall mean Award Recipient's physical or mental incapacity to perform his or her usual duties with such condition likely to remain continuously and permanently as determined by the Company; (iii) the term "Cause" shall mean "Employer Cause" as set forth in any employment agreement between the Award Recipient and the Company or, in the absence of such an agreement, "Cause" as defined by the Company’s employment policies in effect at the time of termination; and (iv) the term "Retirement" shall mean Award Recipient's retirement at Alpha’s normal retirement age, as prescribed from time to time by Alpha’s employment or retirement policies then in effect, or retirement under circumstances approved by the Committee (either before or after retirement).following events:

Termination of Employment Change of Control. (a) Except as set forth in this Section 6 or as otherwise provided in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if any, if Notwithstanding any other provision contained herein: (i) Award Recipient ceases to be employed if the Participant's employment with the Company is terminated by the Company for any reason prior to the end of the Performance Period, or (ii) Award Recipient breaches the confidentiality covenant as described in Section 11, then effective at the close of business on the date the Award Recipient ceases to be employed by the Company, or the date the Award Recipient breaches the confidentiality covenant as described in Section 11 hereof, as applicable, all of Award Recipient’s Performance Shares covered by this Agreement, whether earned or unearned, shall be automatically cancelled and forfeited in their entirety without any further obligation on the part of Alpha, such that Alpha shall not be obligated to issue any Shares or any other compensation to Award Recipient with respect to such cancelled and forfeited Performance Shares. (b) Unless otherwise provided in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if any, if during the Performance Period (i) the Award Recipient ceases to be employed by the Company as a result of Award Recipient's Permanent Disability "cause" (as defined below) or deathby the Participant for other than "good reason" (as defined below), the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof, if any, as of the date of termination of employment. (ii) if the Award RecipientParticipant's employment with the Company is terminated by the Company other than for Cause (as defined below)"cause", or is terminated by the Participant for "good reason", all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. (iii) if the Award Recipient ceases to be employed Participant dies or in the event the Participant's employment with the Company is terminated by the Company as a result for reason of Award Recipientthe Participant's Retirement "permanent disability" (as defined below), the Award Recipient number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2003 to the date of death or permanent disability, as the case may be (whichever is sooner), and the denominator of which seventy-two (72) and (y) 23,700 or (ii) 11,850 Units, shall vest, be entitled converted into shares of Common Stock and be immediately distributed to receive a prorated the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Performance Shares Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or permanent disability prior to the extent earned pursuant Grant Date and the Hurdle Price Condition is satisfied on or before the one year anniversary of Participant's termination for death or "permanent disability", 11,850 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to Section 4 above, determined at the end Participant (or the executor or administrator of the Performance Period deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and based on the ratio any portion of the number Units then remaining unvested shall be forfeited. For purposes of complete months this Section 4(a), the Award Recipient is employed or serves during terms "cause", "good reason" and "permanent disability", shall have the Performance Period meanings ascribed to the total number of months such terms in the Performance Period. Any Shares to which Award Recipient becomes entitled to receive pursuant to the preceding sentence will be issued Participant's amended and delivered to Award Recipient in accordance restated employment agreement with the provisions Company, dated as of Section 5 of the Agreement; providedMarch 27, that any payments due on the Award Recipient's death shall be paid 2003, as amended or restated from time to the Award Recipient's estatetime. (cb) In the event that of a Change of Control occurs prior (as defined below), all Units granted to the end of the Performance Period, the Performance Shares that have not been previously cancelled and forfeited shall become fully vested and payable at the Target Award level (and the Performance Period shall thereafter be deemed to have terminated). Payment of any amount Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the preceding sentence may be made in cash and/or securities or other property, in the Committee's discretion, and will be made contemporaneous with the consummation of the Change of Control. (d) Participant. For purposes of this Agreement and unless otherwise defined in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if anySection 4(b), the following terms shall have the following meanings: (i) a term "Change of Control" shall mean (A) any merger, consolidation or business combination in which the stockholders of Alpha immediately prior to the merger, consolidation or business combination do not own at least a majority of the outstanding equity interests of the surviving parent entity, (B) the sale of all or substantially all of Alpha's assets in a single transaction or a series of related transactions, (C) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) a majority of the outstanding Common Shares by any person or entity (including a "group" as defined by or under Section 13(d)(3) of the Exchange Act), (D) the stockholders of Alpha approve any plan for the dissolution or liquidation of Alpha, or (E) a contested election of directors, as a result of which or in connection with which the persons who were directors of Alpha before such election or their nominees cease to constitute a majority of the Board; (ii) the term "Permanent Disability" shall mean Award Recipient's physical or mental incapacity to perform his or her usual duties with such condition likely to remain continuously and permanently as determined by the Company; (iii) the term "Cause" shall mean "Employer Cause" as set forth in any employment agreement between the Award Recipient and the Company or, in the absence of such an agreement, "Cause" as defined by the Company’s employment policies in effect at the time of termination; and (iv) the term "Retirement" shall mean Award Recipient's retirement at Alpha’s normal retirement age, as prescribed from time to time by Alpha’s employment or retirement policies then in effect, or retirement under circumstances approved by the Committee (either before or after retirement).following events:

Termination of Employment Change of Control. (a) Except as set forth in this Section 6 or as otherwise provided in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if any, if Notwithstanding any other provision contained herein: (i) Award Recipient ceases to be employed if the Participant's employment with the Company is terminated by the Company for any reason prior to the end of the Performance Period, or (ii) Award Recipient breaches the confidentiality covenant as described in Section 11, then effective at the close of business on the date the Award Recipient ceases to be employed by the Company, or the date the Award Recipient breaches the confidentiality covenant as described in Section 11 hereof, as applicable, all of Award Recipient’s Performance Shares covered by this Agreement, whether earned or unearned, shall be automatically cancelled and forfeited in their entirety without any further obligation on the part of Alpha, such that Alpha shall not be obligated to issue any Shares or any other compensation to Award Recipient with respect to such cancelled and forfeited Performance Shares. (b) Unless otherwise provided in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if any, if during the Performance Period (i) the Award Recipient ceases to be employed by the Company as a result of Award Recipient's Permanent Disability "cause" (as defined below) or deathby the Participant for other than "good reason" (as defined below), the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof, if any, as of the date of termination of employment. (ii) if the Award RecipientParticipant's employment with the Company is terminated by the Company other than for Cause (as defined below)"cause", or is terminated by the Participant for "good reason", all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. (iii) if the Award Recipient ceases to be employed Participant dies or in the event of the Participant's employment with the Company is terminated by the Company as a result for reason of Award Recipientthe Participant's Retirement "permanently disability" (as defined below), the Award Recipient shall be entitled to receive a prorated portion number of the Performance Shares Units granted to the extent earned Participant pursuant to Section 4 above, determined at the end of the Performance Period and based on the ratio of the number of complete months the Award Recipient is employed or serves during the Performance Period to the total number of months in the Performance Period. Any Shares to which Award Recipient becomes entitled to receive pursuant to the preceding sentence will be issued and delivered to Award Recipient in accordance with the provisions of Section 5 of the Agreement; provided, that any payments due on the Award Recipient's death shall be paid to the Award Recipient's estate. (c2(a) In the event that a Change of Control occurs prior to the end of the Performance Period, the Performance Shares that have not been previously cancelled and forfeited shall become fully vested and payable at the Target Award level (and the Performance Period shall thereafter be deemed to have terminated). Payment of any amount pursuant to the preceding sentence may be made in cash and/or securities or other property, in the Committee's discretion, and will be made contemporaneous with the consummation of the Change of Control. (d) For purposes of this Agreement and unless otherwise defined in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Companyhereof, if any, which equals the following terms shall have the following meanings: product of (ix) a "Change fraction the numerator of Control" shall mean (A) any merger, consolidation or business combination in which is the stockholders number of Alpha immediately prior completed whole months elapsed after the Grant Date to the mergerdate of death or permanent disability, consolidation as the case may be (whichever is sooner), and the denominator of which is the number of whole months from the Grant Date until February 13, 2002 and (y) 100,000, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or business combination do not own at least a majority the executor or administrator of the outstanding equity interests of the surviving parent entity, (B) the sale of all or substantially all of Alpha's assets in a single transaction or a series of related transactions, (C) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) a majority of the outstanding Common Shares by any person or entity (including a "group" as defined by or under Section 13(d)(3) of the Exchange Act), (D) the stockholders of Alpha approve any plan for the dissolution or liquidation of Alpha, or (E) a contested election of directors, as a result of which or in connection with which the persons who were directors of Alpha before such election or their nominees cease to constitute a majority of the Board; (ii) the term "Permanent Disability" shall mean Award Recipient's physical or mental incapacity to perform his or her usual duties with such condition likely to remain continuously and permanently as determined by the Company; (iii) the term "Cause" shall mean "Employer Cause" as set forth in any employment agreement between the Award Recipient and the Company or, in the absence of such an agreement, "Cause" as defined by the Company’s employment policies in effect at the time of termination; and (iv) the term "Retirement" shall mean Award Recipient's retirement at Alpha’s normal retirement age, as prescribed from time to time by Alpha’s employment or retirement policies then in effect, or retirement under circumstances approved by the Committee (either before or after retirement).deceased

Termination of Employment Change of Control. (a) Except as set forth in this Section 6 or as otherwise provided in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if any, if Notwithstanding any other provision contained herein: (i) Award Recipient ceases to be employed if the Participant’s employment with the Company is terminated by the Company for any reason prior to the end of the Performance Period, or (ii) Award Recipient breaches the confidentiality covenant as described in Section 11, then effective at the close of business on the date the Award Recipient ceases to be employed by the Company, or the date the Award Recipient breaches the confidentiality covenant as described in Section 11 hereof, as applicable, all of Award Recipient’s Performance Shares covered by this Agreement, whether earned or unearned, shall be automatically cancelled and forfeited in their entirety without any further obligation on the part of Alpha, such that Alpha shall not be obligated to issue any Shares or any other compensation to Award Recipient with respect to such cancelled and forfeited Performance Shares. (b) Unless otherwise provided in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if any, if during the Performance Period (i) the Award Recipient ceases to be employed by the Company as a result of Award Recipient's Permanent Disability “cause” (as defined below) or deathby the Participant for other than “good reason” (as defined below), the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof, if any, as of the date of termination of employment. (ii) if the Award Recipient's Participant’s employment with the Company is terminated by the Company other than for Cause (as defined below)“cause”, or is terminated by the Participant for “good reason”, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. (iii) if the Award Recipient ceases to be employed Participant dies or in the event the Participant’s employment with the Company is terminated by the Company as a result for reason of Award Recipient's Retirement the Participant’s “permanent disability” (as defined below), the Award Recipient number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2004 to the date of death or permanent disability, as the case may be (whichever is sooner), and the denominator of which sixty (60) and (y) 12,500 or (ii) 6,250 Units, shall vest, be entitled converted into shares of Common Stock and be immediately distributed to receive a prorated the Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Performance Shares Units then remaining unvested shall be forfeited. Notwithstanding anything to the extent earned pursuant to Section 4 abovecontrary contained herein, determined at if the end of the Performance Period and based on the ratio of the number of complete months the Award Recipient is employed or serves during the Performance Period to the total number of months in the Performance Period. Any Shares to which Award Recipient becomes entitled to receive pursuant to the preceding sentence will be issued and delivered to Award Recipient in accordance Participant’s employment with the provisions of Section 5 of the Agreement; provided, that any payments due on the Award Recipient's Company is terminated by Participant’s death shall be paid to the Award Recipient's estate. (c) In the event that a Change of Control occurs or “permanent disability” prior to the end Grant Date and the Hurdle Price Condition is satisfied on or before the one year anniversary of Participant’s termination for death or “permanent disability”, 6,250 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the Performance Perioddeceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, the Performance Shares that have not been previously cancelled and forfeited shall become fully vested and payable at the Target Award level (and the Performance Period shall thereafter be deemed to have terminatedas applicable). Payment of any amount pursuant to the preceding sentence may be made in cash and/or securities or other property, in the Committee's discretion, and will be made contemporaneous with the consummation any portion of the Change of Control. (d) Units then remaining unvested shall be forfeited. For purposes of this Agreement and unless otherwise defined in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if anySection 4(a), the following terms shall have the following meanings: (i) a "Change of Control" shall mean (A) any merger, consolidation or business combination in which the stockholders of Alpha immediately prior to the merger, consolidation or business combination do not own at least a majority of the outstanding equity interests of the surviving parent entity, (B) the sale of all or substantially all of Alpha's assets in a single transaction or a series of related transactions, (C) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) a majority of the outstanding Common Shares by any person or entity (including a "group" as defined by or under Section 13(d)(3) of the Exchange Act), (D) the stockholders of Alpha approve any plan for the dissolution or liquidation of Alpha, or (E) a contested election of directors, as a result of which or in connection with which the persons who were directors of Alpha before such election or their nominees cease to constitute a majority of the Board; (ii) the term "Permanent Disability" shall mean Award Recipient's physical or mental incapacity to perform his or her usual duties with such condition likely to remain continuously and permanently as determined by the Company; (iii) the term "Cause" shall mean "Employer Cause" as set forth in any employment agreement between the Award Recipient and the Company or, in the absence of such an agreement, "Cause" as defined by the Company’s employment policies in effect at the time of termination; and (iv) the term "Retirement" shall mean Award Recipient's retirement at Alpha’s normal retirement age, as prescribed from time to time by Alpha’s employment or retirement policies then in effect, or retirement under circumstances approved by the Committee (either before or after retirement).:

Termination of Employment Change of Control. (a) Except as set forth Notwithstanding any provision in this Section 6 or as otherwise provided in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if any, if (i) Award Recipient ceases to be employed by the Company for any reason prior Agreement to the end contrary, in the event of the Performance Period, or (ii) Award Recipient breaches termination of the confidentiality covenant as described in Section 11, then effective at employment of Employee's employment under the close of business on the date the Award Recipient ceases to be employed by the Company, or the date the Award Recipient breaches the confidentiality covenant as described in Section 11 hereof, as applicable, all of Award Recipient’s Performance Shares covered by this Agreement, whether earned or unearned, shall be automatically cancelled and forfeited in their entirety without any further obligation on the part of Alpha, such that Alpha shall not be obligated to issue any Shares or any other compensation to Award Recipient with respect to such cancelled and forfeited Performance Shares. (b) Unless otherwise provided in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if any, if during the Performance Period (i) the Award Recipient ceases to be employed by the Company as a result of Award Recipient's Permanent Disability (as defined below) or death, (ii) the Award Recipient's employment is terminated by the Company other than for Cause absent "Just Cause" (as defined below), Employee shall be paid an amount equal to the product of 2.999 times Employee's average annual aggregate taxable compensation paid by the Bank and/or the Parent to Employee, as reported, or (iii) the Award Recipient ceases to be employed by reported, on IRS Form W-2, box 1, for the Company as a result of Award Recipient's Retirement (as defined below)most recently completed five calendar years ending on, or before, the Award Recipient date of such Change in Control (the "Severance Payment"). The annual aggregate compensation amount shall be entitled to receive annualized for any year within the 5-year period that is less than a prorated portion of the Performance Shares to the extent earned pursuant to Section 4 abovefull calendar year, determined at the end of the Performance Period and based on the ratio of the number of complete months the Award Recipient is employed or serves during the Performance Period to the total number of months any year in the Performance Period. Any Shares to which Award Recipient becomes entitled to receive pursuant to the preceding sentence will no taxable income was paid shall be issued and delivered to Award Recipient in accordance with the provisions of Section 5 of the Agreement; provided, that any payments due on the Award Recipient's death disregarded The calculated sum shall be paid to Employee in one (1) lump sum not later than the Award Recipient's estate. (cdate of termination and such payments shall be in lieu of compensation that Employee would otherwise have been entitled to receive as a Bank employee. Additionally, Employee and his or her eligible dependents shall remain eligible to participate in the health insurance programs offered by the Bank, its successor(s) In or assign(s), to its employees through the event that a Change of Control occurs prior to the end remaining term of the Performance PeriodAgreement, but in no event for a period of less than eighteen months; provided that Employee shall reimburse the Bank or any successor entity for the COBRA costs associated with continuation of such insurance coverage. Notwithstanding the forgoing, all sums payable hereunder shall be reduced in such manner and to such extent so that no such payments made hereunder when aggregated with all other payments to be made to Employee by the Bank, the Performance Shares that have not been previously cancelled and forfeited Parent, any successor to or assignee of their respective liabilities, shall become fully vested and payable at the Target Award level (and the Performance Period shall thereafter be deemed to have terminated). Payment of any amount be an "excess parachute payment" pursuant to the preceding sentence may be made in cash and/or securities or other property, in the Committee's discretion, and will be made contemporaneous with the consummation Section 280G of the Change Internal Revenue Code of Control. 1986, as amended (dthe "Code") For purposes of this Agreement and unless otherwise defined in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if any, the following terms shall have the following meanings: (i) a "Change of Control" shall mean (A) any merger, consolidation or business combination in which the stockholders of Alpha immediately prior be subject to the merger, consolidation or business combination do not own excise tax provided at least a majority of the outstanding equity interests of the surviving parent entity, (B) the sale of all or substantially all of Alpha's assets in a single transaction or a series of related transactions, (C) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) a majority of the outstanding Common Shares by any person or entity (including a "group" as defined by or under Section 13(d)(34999(a) of the Exchange Act), (D) the stockholders of Alpha approve any plan for the dissolution or liquidation of Alpha, or (E) a contested election of directors, as a result of which or in connection with which the persons who were directors of Alpha before such election or their nominees cease to constitute a majority of the Board; (ii) the term "Permanent Disability" shall mean Award Recipient's physical or mental incapacity to perform his or her usual duties with such condition likely to remain continuously and permanently as determined by the Company; (iii) the term "Cause" shall mean "Employer Cause" as set forth in any employment agreement between the Award Recipient and the Company or, in the absence of such an agreement, "Cause" as defined by the Company’s employment policies in effect at the time of termination; and (iv) the term "Retirement" shall mean Award Recipient's retirement at Alpha’s normal retirement age, as prescribed from time to time by Alpha’s employment or retirement policies then in effect, or retirement under circumstances approved by the Committee (either before or after retirement)Code.

Termination of Employment Change of Control. (a) Except as set forth in this Section 6 or as otherwise provided in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if any, if Notwithstanding any other provision contained herein: (i) Award Recipient ceases to be employed if the Participant’s employment with the Company is terminated by the Company for any reason prior to the end of the Performance Period, or (ii) Award Recipient breaches the confidentiality covenant as described in Section 11, then effective at the close of business on the date the Award Recipient ceases to be employed by the Company, or the date the Award Recipient breaches the confidentiality covenant as described in Section 11 hereof, as applicable, all of Award Recipient’s Performance Shares covered by this Agreement, whether earned or unearned, shall be automatically cancelled and forfeited in their entirety without any further obligation on the part of Alpha, such that Alpha shall not be obligated to issue any Shares or any other compensation to Award Recipient with respect to such cancelled and forfeited Performance Shares. (b) Unless otherwise provided in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if any, if during the Performance Period (i) the Award Recipient ceases to be employed by the Company as a result of Award Recipient's Permanent Disability “cause” (as defined below) or deathby the Participant for other than “good reason” (as defined below), the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof, if any, as of the date of termination of employment. (ii) if the Award Recipient's Participant’s employment with the Company is terminated by the Company other than for Cause (as defined below)“cause”, or is terminated by the Participant for “good reason”, all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. (iii) if the Award Recipient ceases to be employed Participant dies or in the event the Participant’s employment with the Company is terminated by the Company as a result for reason of Award Recipient's Retirement the Participant’s “permanent disability” (as defined below), the Award Recipient number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2004 to the date of death or permanent disability, as the case may be (whichever is sooner), and the denominator of which sixty (60) and (y) 10,000 or (ii) 5,000 Units, shall vest, be entitled converted into shares of Common Stock and be immediately distributed to receive a prorated the Participant (or the executor or administrator of the deceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Performance Shares Units then remaining unvested shall be forfeited. Notwithstanding anything to the extent earned pursuant to Section 4 abovecontrary contained herein, determined at if the end of the Performance Period and based on the ratio of the number of complete months the Award Recipient is employed or serves during the Performance Period to the total number of months in the Performance Period. Any Shares to which Award Recipient becomes entitled to receive pursuant to the preceding sentence will be issued and delivered to Award Recipient in accordance Participant’s employment with the provisions of Section 5 of the Agreement; provided, that any payments due on the Award Recipient's Company is terminated by Participant’s death shall be paid to the Award Recipient's estate. (c) In the event that a Change of Control occurs or “permanent disability” prior to the end Grant Date and the Hurdle Price Condition is satisfied on or before the one year anniversary of Participant’s termination for death or “permanent disability”, 5,000 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the Performance Perioddeceased Participant’s estate or the person or persons to whom the deceased Participant’s rights shall pass by will or the laws of descent or distribution, the Performance Shares that have not been previously cancelled and forfeited shall become fully vested and payable at the Target Award level (and the Performance Period shall thereafter be deemed to have terminatedas applicable). Payment of any amount pursuant to the preceding sentence may be made in cash and/or securities or other property, in the Committee's discretion, and will be made contemporaneous with the consummation any portion of the Change of Control. (d) Units then remaining unvested shall be forfeited. For purposes of this Agreement and unless otherwise defined in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if anySection 4(a), the following terms shall have the following meanings: (i) a "Change of Control" shall mean (A) any merger, consolidation or business combination in which the stockholders of Alpha immediately prior to the merger, consolidation or business combination do not own at least a majority of the outstanding equity interests of the surviving parent entity, (B) the sale of all or substantially all of Alpha's assets in a single transaction or a series of related transactions, (C) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) a majority of the outstanding Common Shares by any person or entity (including a "group" as defined by or under Section 13(d)(3) of the Exchange Act), (D) the stockholders of Alpha approve any plan for the dissolution or liquidation of Alpha, or (E) a contested election of directors, as a result of which or in connection with which the persons who were directors of Alpha before such election or their nominees cease to constitute a majority of the Board; (ii) the term "Permanent Disability" shall mean Award Recipient's physical or mental incapacity to perform his or her usual duties with such condition likely to remain continuously and permanently as determined by the Company; (iii) the term "Cause" shall mean "Employer Cause" as set forth in any employment agreement between the Award Recipient and the Company or, in the absence of such an agreement, "Cause" as defined by the Company’s employment policies in effect at the time of termination; and (iv) the term "Retirement" shall mean Award Recipient's retirement at Alpha’s normal retirement age, as prescribed from time to time by Alpha’s employment or retirement policies then in effect, or retirement under circumstances approved by the Committee (either before or after retirement).:

Termination of Employment Change of Control. (a) Except as set forth in this Section 6 or as otherwise provided in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if any, if Notwithstanding any other provision contained herein: (i) Award Recipient ceases to be employed if the Participant's employment with the Company is terminated by the Company for any reason prior to the end of the Performance Period, or (ii) Award Recipient breaches the confidentiality covenant as described in Section 11, then effective at the close of business on the date the Award Recipient ceases to be employed by the Company, or the date the Award Recipient breaches the confidentiality covenant as described in Section 11 hereof, as applicable, all of Award Recipient’s Performance Shares covered by this Agreement, whether earned or unearned, shall be automatically cancelled and forfeited in their entirety without any further obligation on the part of Alpha, such that Alpha shall not be obligated to issue any Shares or any other compensation to Award Recipient with respect to such cancelled and forfeited Performance Shares. (b) Unless otherwise provided in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if any, if during the Performance Period (i) the Award Recipient ceases to be employed by the Company as a result of Award Recipient's Permanent Disability "cause" (as defined below) or deathby the Participant for other than "good reason" (as defined below), the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof, if any, as of the date of termination of employment. (ii) if the Award RecipientParticipant's employment with the Company is terminated by the Company other than for Cause (as defined below)"cause", or is terminated by the Participant for "good reason", all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. (iii) if the Award Recipient ceases to be employed Participant dies or in the event the Participant's employment with the Company is terminated by the Company as a result for reason of Award Recipientthe Participant's Retirement "permanent disability" (as defined below), the Award Recipient number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2003 to the date of death or permanent disability, as the case may be (whichever is sooner), and the denominator of which seventy-two (72) and (y) 20,000 or (ii) 10,000 Units, shall vest, be entitled converted into shares of Common Stock and be immediately distributed to receive a prorated the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Performance Shares Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or permanent disability prior to the extent earned pursuant Grant Date and the Hurdle Price Condition is satisfied on or before the one year anniversary of Participant's termination for death or "permanent disability", 10,000 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to Section 4 above, determined at the end Participant (or the executor or administrator of the Performance Period deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and based on the ratio any portion of the number Units then remaining unvested shall be forfeited. For purposes of complete months this Section 4(a), the Award Recipient is employed or serves during terms "cause", "good reason" and "permanent disability", shall have the Performance Period meanings ascribed to the total number of months such terms in the Performance Period. Any Shares to which Award Recipient becomes entitled to receive pursuant to the preceding sentence will be issued Participant's amended and delivered to Award Recipient in accordance restated employment agreement with the provisions Company, dated as of Section 5 of the Agreement; providedMarch 27, that any payments due on the Award Recipient's death shall be paid 2003, as amended or restated from time to the Award Recipient's estatetime. (cb) In the event that of a Change of Control occurs prior (as defined below), all Units granted to the end of the Performance Period, the Performance Shares that have not been previously cancelled and forfeited shall become fully vested and payable at the Target Award level (and the Performance Period shall thereafter be deemed to have terminated). Payment of any amount Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the preceding sentence may be made in cash and/or securities or other property, in the Committee's discretion, and will be made contemporaneous with the consummation of the Change of Control. (d) Participant. For purposes of this Agreement and unless otherwise defined in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if anySection 4(b), the following terms shall have the following meanings: (i) a term "Change of Control" shall mean (A) any merger, consolidation or business combination in which the stockholders of Alpha immediately prior to the merger, consolidation or business combination do not own at least a majority of the outstanding equity interests of the surviving parent entity, (B) the sale of all or substantially all of Alpha's assets in a single transaction or a series of related transactions, (C) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) a majority of the outstanding Common Shares by any person or entity (including a "group" as defined by or under Section 13(d)(3) of the Exchange Act), (D) the stockholders of Alpha approve any plan for the dissolution or liquidation of Alpha, or (E) a contested election of directors, as a result of which or in connection with which the persons who were directors of Alpha before such election or their nominees cease to constitute a majority of the Board; (ii) the term "Permanent Disability" shall mean Award Recipient's physical or mental incapacity to perform his or her usual duties with such condition likely to remain continuously and permanently as determined by the Company; (iii) the term "Cause" shall mean "Employer Cause" as set forth in any employment agreement between the Award Recipient and the Company or, in the absence of such an agreement, "Cause" as defined by the Company’s employment policies in effect at the time of termination; and (iv) the term "Retirement" shall mean Award Recipient's retirement at Alpha’s normal retirement age, as prescribed from time to time by Alpha’s employment or retirement policies then in effect, or retirement under circumstances approved by the Committee (either before or after retirement).following events:

Termination of Employment Change of Control. (a) Except as set forth in this Section 6 or as otherwise provided in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if any, if Notwithstanding any other provision contained herein: (i) Award Recipient ceases to be employed if the Participant's employment with the Company is terminated by the Company for any reason prior to the end of the Performance Period, or (ii) Award Recipient breaches the confidentiality covenant as described in Section 11, then effective at the close of business on the date the Award Recipient ceases to be employed by the Company, or the date the Award Recipient breaches the confidentiality covenant as described in Section 11 hereof, as applicable, all of Award Recipient’s Performance Shares covered by this Agreement, whether earned or unearned, shall be automatically cancelled and forfeited in their entirety without any further obligation on the part of Alpha, such that Alpha shall not be obligated to issue any Shares or any other compensation to Award Recipient with respect to such cancelled and forfeited Performance Shares. (b) Unless otherwise provided in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if any, if during the Performance Period (i) the Award Recipient ceases to be employed by the Company as a result of Award Recipient's Permanent Disability "cause" (as defined below) or deathby the Participant for other than "good reason" (as defined below), the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof, if any, as of the date of termination of employment. (ii) if the Award RecipientParticipant's employment with the Company is terminated by the Company other than for Cause (as defined below)"cause", or is terminated by the Participant for "good reason", all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. (iii) if the Award Recipient ceases to be employed Participant dies or in the event the Participant's employment with the Company is terminated by the Company as a result for reason of Award Recipientthe Participant's Retirement "permanent disability" (as defined below), the Award Recipient number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2003 to the date of death or permanent disability, as the case may be (whichever is sooner), and the denominator of which seventy-two (72) and (y) 50,000 or (ii) 25,000 Units, shall vest, be entitled converted into shares of Common Stock and be immediately distributed to receive a prorated the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Performance Shares Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or permanent disability prior to the extent earned pursuant Grant Date and the Hurdle Price Condition is satisfied on or before the one year anniversary of Participant's termination for death or "permanent disability", 25,000 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to Section 4 above, determined at the end Participant (or the executor or administrator of the Performance Period deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and based on the ratio any portion of the number Units then remaining unvested shall be forfeited. For purposes of complete months this Section 4(a), the Award Recipient is employed or serves during terms "cause", "good reason" and "permanent disability", shall have the Performance Period meanings ascribed to the total number of months such terms in the Performance Period. Any Shares to which Award Recipient becomes entitled to receive pursuant to the preceding sentence will be issued Participant's amended and delivered to Award Recipient in accordance restated employment agreement with the provisions Company, dated as of Section 5 of the Agreement; providedMarch 27, that any payments due on the Award Recipient's death shall be paid 2003, as amended or restated from time to the Award Recipient's estatetime. (cb) In the event that of a Change of Control occurs prior (as defined below), all Units granted to the end of the Performance Period, the Performance Shares that have not been previously cancelled and forfeited shall become fully vested and payable at the Target Award level (and the Performance Period shall thereafter be deemed to have terminated). Payment of any amount Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the preceding sentence may be made in cash and/or securities or other property, in the Committee's discretion, and will be made contemporaneous with the consummation of the Change of Control. (d) Participant. For purposes of this Agreement and unless otherwise defined in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if anySection 4(b), the following terms shall have the following meanings: (i) a term "Change of Control" shall mean (A) any merger, consolidation or business combination in which the stockholders of Alpha immediately prior to the merger, consolidation or business combination do not own at least a majority of the outstanding equity interests of the surviving parent entity, (B) the sale of all or substantially all of Alpha's assets in a single transaction or a series of related transactions, (C) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) a majority of the outstanding Common Shares by any person or entity (including a "group" as defined by or under Section 13(d)(3) of the Exchange Act), (D) the stockholders of Alpha approve any plan for the dissolution or liquidation of Alpha, or (E) a contested election of directors, as a result of which or in connection with which the persons who were directors of Alpha before such election or their nominees cease to constitute a majority of the Board; (ii) the term "Permanent Disability" shall mean Award Recipient's physical or mental incapacity to perform his or her usual duties with such condition likely to remain continuously and permanently as determined by the Company; (iii) the term "Cause" shall mean "Employer Cause" as set forth in any employment agreement between the Award Recipient and the Company or, in the absence of such an agreement, "Cause" as defined by the Company’s employment policies in effect at the time of termination; and (iv) the term "Retirement" shall mean Award Recipient's retirement at Alpha’s normal retirement age, as prescribed from time to time by Alpha’s employment or retirement policies then in effect, or retirement under circumstances approved by the Committee (either before or after retirement).following events:

Termination of Employment Change of Control. (a) Except as set forth in this Section 6 or as otherwise provided in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if any, if Notwithstanding any other provision contained herein: (i) Award Recipient ceases to be employed if the Participant's employment with the Company is terminated by the Company for any reason prior to the end of the Performance Period, or (ii) Award Recipient breaches the confidentiality covenant as described in Section 11, then effective at the close of business on the date the Award Recipient ceases to be employed by the Company, or the date the Award Recipient breaches the confidentiality covenant as described in Section 11 hereof, as applicable, all of Award Recipient’s Performance Shares covered by this Agreement, whether earned or unearned, shall be automatically cancelled and forfeited in their entirety without any further obligation on the part of Alpha, such that Alpha shall not be obligated to issue any Shares or any other compensation to Award Recipient with respect to such cancelled and forfeited Performance Shares. (b) Unless otherwise provided in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if any, if during the Performance Period (i) the Award Recipient ceases to be employed by the Company as a result of Award Recipient's Permanent Disability "cause" (as defined below) or deathby the Participant for other than "good reason" (as defined below), the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof, if any, as of the date of termination of employment. (ii) if the Award RecipientParticipant's employment with the Company is terminated by the Company other than for Cause (as defined below)"cause", or is terminated by the Participant for "good reason", all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. (iii) if the Award Recipient ceases to be employed Participant dies or in the event the Participant's employment with the Company is terminated by the Company as a result for reason of Award Recipientthe Participant's Retirement "permanent disability" (as defined below), the Award Recipient shall be entitled to receive a prorated portion number of the Performance Shares Units granted to the extent earned Participant pursuant to Section 4 above, determined at the end of the Performance Period and based on the ratio of the number of complete months the Award Recipient is employed or serves during the Performance Period to the total number of months in the Performance Period. Any Shares to which Award Recipient becomes entitled to receive pursuant to the preceding sentence will be issued and delivered to Award Recipient in accordance with the provisions of Section 5 of the Agreement; provided, that any payments due on the Award Recipient's death shall be paid to the Award Recipient's estate. (c2(a) In the event that a Change of Control occurs prior to the end of the Performance Period, the Performance Shares that have not been previously cancelled and forfeited shall become fully vested and payable at the Target Award level (and the Performance Period shall thereafter be deemed to have terminated). Payment of any amount pursuant to the preceding sentence may be made in cash and/or securities or other property, in the Committee's discretion, and will be made contemporaneous with the consummation of the Change of Control. (d) For purposes of this Agreement and unless otherwise defined in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Companyhereof, if any, which equals the following terms shall have the following meanings: greater of (i) the product of (x) a "Change fraction the numerator of Control" which is the number of completed whole months elapsed from the date hereof to the date of death or permanent disability, as the case may be (whichever is sooner), and the denominator of which is the number of whole months from the date hereof to December 31, 2005 and (y) 50,000 or (ii) 25,000 Units, shall mean vest, be converted into shares of Common Stock and be immediately distributed to the Participant (A) or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any merger, consolidation portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or business combination in which the stockholders of Alpha immediately permanent disability prior to the mergerGrant Date and Stockholder Approval has been obtained on or before December 31, consolidation 2001, and the Hurdle Price Condition is satisfied on or business combination do not own at least a majority before the one year anniversary of Participant's termination for death or "permanent disability", 25,000 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the outstanding equity interests deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the surviving parent entity, (B) the sale of all or substantially all of Alpha's assets in a single transaction or a series of related transactions, (C) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) a majority of the outstanding Common Shares by any person or entity (including a "group" as defined by or under Section 13(d)(3) of the Exchange Act), (D) the stockholders of Alpha approve any plan for the dissolution or liquidation of Alpha, or (E) a contested election of directors, as a result of which or in connection with which the persons who were directors of Alpha before such election or their nominees cease to constitute a majority of the Board; (ii) the term "Permanent Disability" Units then remaining unvested shall mean Award Recipient's physical or mental incapacity to perform his or her usual duties with such condition likely to remain continuously and permanently as determined by the Company; (iii) the term "Cause" shall mean "Employer Cause" as set forth in any employment agreement between the Award Recipient and the Company or, in the absence of such an agreement, "Cause" as defined by the Company’s employment policies in effect at the time of termination; and (iv) the term "Retirement" shall mean Award Recipient's retirement at Alpha’s normal retirement age, as prescribed from time to time by Alpha’s employment or retirement policies then in effect, or retirement under circumstances approved by the Committee (either before or after retirement)be forfeited.

Termination of Employment Change of Control. (a) Except as set forth in this Section 6 or as otherwise provided in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if any, if Notwithstanding any other provision contained herein: (i) Award Recipient ceases to be employed if the Participant's employment with the Company is terminated by the Company for any reason prior to the end of the Performance Period, or (ii) Award Recipient breaches the confidentiality covenant as described in Section 11, then effective at the close of business on the date the Award Recipient ceases to be employed by the Company, or the date the Award Recipient breaches the confidentiality covenant as described in Section 11 hereof, as applicable, all of Award Recipient’s Performance Shares covered by this Agreement, whether earned or unearned, shall be automatically cancelled and forfeited in their entirety without any further obligation on the part of Alpha, such that Alpha shall not be obligated to issue any Shares or any other compensation to Award Recipient with respect to such cancelled and forfeited Performance Shares. (b) Unless otherwise provided in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if any, if during the Performance Period (i) the Award Recipient ceases to be employed by the Company as a result of Award Recipient's Permanent Disability "cause" (as defined below) or deathby the Participant for other than "good reason" (as defined below), the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof, if any, as of the date of termination of employment. (ii) if the Award RecipientParticipant's employment with the Company is terminated by the Company other than for Cause (as defined below)"cause", or is terminated by the Participant for "good reason", all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. (iii) if the Award Recipient ceases to be employed Participant dies or in the event the Participant's employment with the Company is terminated by the Company as a result for reason of Award Recipientthe Participant's Retirement "permanent disability" (as defined below), the Award Recipient number of Units granted to the Participant pursuant to Section 2(a) hereof, if any, which equals the greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from January 1, 2003 to the date of death or permanent disability, as the case may be (whichever is sooner), and the denominator of which seventy-two (72) and (y) 15,000 or (ii) 7,500 Units, shall vest, be entitled converted into shares of Common Stock and be immediately distributed to receive a prorated the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Performance Shares Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or permanent disability prior to the extent earned pursuant Grant Date and the Hurdle Price Condition is satisfied on or before the one year anniversary of Participant's termination for death or "permanent disability", 7,500 Units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to Section 4 above, determined at the end Participant (or the executor or administrator of the Performance Period deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and based on the ratio any portion of the number Units then remaining unvested shall be forfeited. For purposes of complete months this Section 4(a), the Award Recipient is employed or serves during terms "cause", "good reason" and "permanent disability", shall have the Performance Period meanings ascribed to the total number of months such terms in the Performance Period. Any Shares to which Award Recipient becomes entitled to receive pursuant to the preceding sentence will be issued Participant's amended and delivered to Award Recipient in accordance restated employment agreement with the provisions Company, dated as of Section 5 of the Agreement; providedMarch 27, that any payments due on the Award Recipient's death shall be paid 2003, as amended or restated from time to the Award Recipient's estatetime. (cb) In the event that of a Change of Control occurs prior (as defined below), all Units granted to the end of the Performance Period, the Performance Shares that have not been previously cancelled and forfeited shall become fully vested and payable at the Target Award level (and the Performance Period shall thereafter be deemed to have terminated). Payment of any amount Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the preceding sentence may be made in cash and/or securities or other property, in the Committee's discretion, and will be made contemporaneous with the consummation of the Change of Control. (d) Participant. For purposes of this Agreement and unless otherwise defined in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if anySection 4(b), the following terms shall have the following meanings: (i) a term "Change of Control" shall mean (A) any merger, consolidation or business combination in which the stockholders of Alpha immediately prior to the merger, consolidation or business combination do not own at least a majority of the outstanding equity interests of the surviving parent entity, (B) the sale of all or substantially all of Alpha's assets in a single transaction or a series of related transactions, (C) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) a majority of the outstanding Common Shares by any person or entity (including a "group" as defined by or under Section 13(d)(3) of the Exchange Act), (D) the stockholders of Alpha approve any plan for the dissolution or liquidation of Alpha, or (E) a contested election of directors, as a result of which or in connection with which the persons who were directors of Alpha before such election or their nominees cease to constitute a majority of the Board; (ii) the term "Permanent Disability" shall mean Award Recipient's physical or mental incapacity to perform his or her usual duties with such condition likely to remain continuously and permanently as determined by the Company; (iii) the term "Cause" shall mean "Employer Cause" as set forth in any employment agreement between the Award Recipient and the Company or, in the absence of such an agreement, "Cause" as defined by the Company’s employment policies in effect at the time of termination; and (iv) the term "Retirement" shall mean Award Recipient's retirement at Alpha’s normal retirement age, as prescribed from time to time by Alpha’s employment or retirement policies then in effect, or retirement under circumstances approved by the Committee (either before or after retirement).following events:

Termination of Employment Change of Control. (a) Except as set forth in this Section 6 or as otherwise provided in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if any, if Notwithstanding any other provision contained herein: (i) Award Recipient ceases to be employed if the Participant's employment with the Company is terminated by the Company for any reason prior to the end of the Performance Period, or (ii) Award Recipient breaches the confidentiality covenant as described in Section 11, then effective at the close of business on the date the Award Recipient ceases to be employed by the Company, or the date the Award Recipient breaches the confidentiality covenant as described in Section 11 hereof, as applicable, all of Award Recipient’s Performance Shares covered by this Agreement, whether earned or unearned, shall be automatically cancelled and forfeited in their entirety without any further obligation on the part of Alpha, such that Alpha shall not be obligated to issue any Shares or any other compensation to Award Recipient with respect to such cancelled and forfeited Performance Shares. (b) Unless otherwise provided in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Company, if any, if during the Performance Period (i) the Award Recipient ceases to be employed by the Company as a result of Award Recipient's Permanent Disability "cause" (as defined below) or deathby the Participant for other than "good reason" (as defined below), the Participant shall forfeit all Units granted to the Participant pursuant to Section 2(a) hereof, if any, as of the date of termination of employment. (ii) if the Award RecipientParticipant's employment with the Company is terminated by the Company other than for Cause (as defined below)"cause", or is terminated by the Participant for "good reason", all Units granted to the Participant pursuant to Section 2(a) hereof, if any, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant. (iii) if the Award Recipient ceases to be employed Participant dies or in the event the Participant's employment with the Company is terminated by the Company as a result for reason of Award Recipientthe Participant's Retirement "permanent disability" (as defined below), the Award Recipient shall be entitled to receive a prorated portion number of the Performance Shares Units granted to the extent earned Participant pursuant to Section 4 above, determined at the end of the Performance Period and based on the ratio of the number of complete months the Award Recipient is employed or serves during the Performance Period to the total number of months in the Performance Period. Any Shares to which Award Recipient becomes entitled to receive pursuant to the preceding sentence will be issued and delivered to Award Recipient in accordance with the provisions of Section 5 of the Agreement; provided, that any payments due on the Award Recipient's death shall be paid to the Award Recipient's estate. (c2(a) In the event that a Change of Control occurs prior to the end of the Performance Period, the Performance Shares that have not been previously cancelled and forfeited shall become fully vested and payable at the Target Award level (and the Performance Period shall thereafter be deemed to have terminated). Payment of any amount pursuant to the preceding sentence may be made in cash and/or securities or other property, in the Committee's discretion, and will be made contemporaneous with the consummation of the Change of Control. (d) For purposes of this Agreement and unless otherwise defined in a Company plan applicable to Award Recipient or an agreement between the Award Recipient and the Companyhereof, if any, which equals the following terms shall have the following meanings: greater of (i) the product of (x) a fraction the numerator of which is the number of completed whole months elapsed from December 7, 1998 to the date of death or permanent disability, as the case may be (whichever is sooner), and the denominator of which is the number of whole months from December 7, 1998 to December 31, 2005 and (y) 100,000 or (ii) 50,000 Units, shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the Units then remaining unvested shall be forfeited. If the Participant's employment with the Company is terminated by Participant's death or "Change of Controlpermanent disability" shall mean (A) any merger, consolidation or business combination in which the stockholders of Alpha immediately prior to the mergerGrant Date and Stockholder Approval has been obtained on or before December 31, consolidation 2001, and the Hurdle Price Condition is satisfied on or business combination do not own at least a majority before the one year anniversary of Participant's termination for death or "permanent disability", 50,000 units shall be granted and shall vest, be converted into shares of Common Stock and be immediately distributed to the Participant (or the executor or administrator of the outstanding equity interests deceased Participant's estate or the person or persons to whom the deceased Participant's rights shall pass by will or the laws of descent or distribution, as applicable), and any portion of the surviving parent entity, (B) the sale of all or substantially all of Alpha's assets in a single transaction or a series of related transactions, (C) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) a majority of the outstanding Common Shares by any person or entity (including a "group" as defined by or under Section 13(d)(3) of the Exchange Act), (D) the stockholders of Alpha approve any plan for the dissolution or liquidation of Alpha, or (E) a contested election of directors, as a result of which or in connection with which the persons who were directors of Alpha before such election or their nominees cease to constitute a majority of the Board; (ii) the term "Permanent Disability" Units then remaining unvested shall mean Award Recipient's physical or mental incapacity to perform his or her usual duties with such condition likely to remain continuously and permanently as determined by the Company; (iii) the term "Cause" shall mean "Employer Cause" as set forth in any employment agreement between the Award Recipient and the Company or, in the absence of such an agreement, "Cause" as defined by the Company’s employment policies in effect at the time of termination; and (iv) the term "Retirement" shall mean Award Recipient's retirement at Alpha’s normal retirement age, as prescribed from time to time by Alpha’s employment or retirement policies then in effect, or retirement under circumstances approved by the Committee (either before or after retirement)be forfeited.