Common use of Termination Related to a Change of Control Clause in Contracts

Termination Related to a Change of Control. If Executive’s employment is terminated without Cause (and other than as a result of Executive’s death or disability) or Executive resigns for Good Reason, in either case on or within twelve (12) months after a Change of Control (a “Covered Termination”), and provided such termination constitutes a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), and provided Executive signs and allows to become effective a release substantially in the form attached hereto as Exhibit A (the “Release”) within the time period provided therein, then the Company shall provide Executive with the following severance benefits (the “Benefits”): (i) The Company shall make severance payments to Executive in the form of continuation of Executive’s base salary (at the rate in effect on the Termination Date) for the first twelve (12) months following the Termination Date (the “Severance Period”). These payments will be made on the Company’s ordinary payroll dates and will be subject to standard payroll deductions and withholdings. (ii) The Company will pay Executive an amount equal to Executive’s annual bonus. The annual bonus will be calculated at one of the following rates, whichever is higher: (1) as if both Executive and the Company achieved one hundred (100) percent of their specified performance objectives for the year in which the Termination Date occurs; or (2) the actual performance of the Company and Executive, determined as of the Termination Date, as measured against the specified performance objectives for the year in which the Termination Date occurs. This amount will be paid over the Severance Period on the Company’s ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings. (iii) The Company will pay Executive an additional amount of $3,000, which Executive may, but is not obligated to, use to pay for life insurance benefits during the Severance Period. This amount will be paid over the Severance Period on the Company’s ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings. (iv) Provided that Executive elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (together with any state or local laws of similar effect, “COBRA”), the Company will pay the premiums for Executive’s group health (including dental and vision) insurance coverage, including coverage for Executive’s eligible dependents, for a maximum period of twelve (12) months following the Covered Termination or such lesser number of months as Executive and Executive’s eligible dependents are eligible for such coverage; provided, however, that the Company will pay premiums for Executive and Executive’s eligible dependents only for coverage for which they were enrolled immediately prior to the Termination Date. Executive (and Executive’s dependents, as applicable) will be solely responsible for making a timely and accurate election for continuation of coverage pursuant to COBRA. No premium payments will be made by the Company pursuant to this paragraph following the effective date of Executive’s coverage by a health (including dental and vision) insurance plan of a subsequent employer or such other date on which Executive (and Executive’s dependents, as applicable) cease to be eligible for COBRA coverage. After the Severance Period, for the balance of the COBRA period, if any, Executive shall maintain any such coverage at Executive’s own expense. (v) After taking into account any additional acceleration of vesting Executive may be entitled to receive under any other plan or agreement, the Company will accelerate the vesting of the Stock Awards such that the lesser of the following shall vest effective as of the Termination Date: (a) 50% of the then-unvested shares, rights, or units, as applicable subject to the Stock Awards; and (b) that number of shares, rights or units subject to each such Stock Award that would have vested if Executive had worked for the Company for twelve (12) additional months beyond the Termination Date. This acceleration of vesting will be in addition to any acceleration of vesting of the Stock Awards that Executive would otherwise receive under the Company’s 2000 Nonstatutory Equity Incentive Plan, 1999 Equity Incentive Plan, 2005 Equity Incentive Plan or any other documents governing the Stock Awards. In addition, Executive shall have one (1) year to exercise any vested Stock Awards, but in no event shall such exercise period extend beyond the expiration of the original term of the Stock Award. Except as expressly set forth herein, the Stock Awards shall continue to be governed by the terms of the applicable award agreements and equity incentive plan documents. Notwithstanding anything to the contrary contained herein, the maximum number of months of accelerated vesting that may be credited to any Stock Award under this Agreement, when added to any accelerated vesting provided for under any award agreement or equity incentive plan documents, shall not exceed twenty-four (24) months in the aggregate.

Termination Related to a Change of Control. If Executive’s 's employment is terminated without Cause (and other than as a result of Executive’s death or disability) or Executive resigns for Good Reason, in either case on Reason within ninety (90) days prior to or within twelve (12) months after a Change of Control (a “Covered Termination”)Control, and provided such termination constitutes a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), and provided Executive signs and allows to become effective a release substantially in the form (whichever is applicable) attached hereto as Exhibit A (the “"Release”) within the time period provided therein"), then the Company shall provide Executive with the following severance benefits (the “Benefits”): (i) benefits: The Company shall make severance payments to Executive in the form of continuation of Executive’s 's base salary (at the rate in effect on the Termination Date) Date for the first twelve six (126) months following the Termination Date (the “"Severance Period”"). These payments will be made on the Company’s 's ordinary payroll dates and will be subject to standard payroll deductions and withholdings. (ii) . The Company will pay Executive an amount equal to one-half (1/2) of Executive’s 's annual bonus. The annual bonus will be calculated at one of the following rates, whichever is higher: (1) as if both Executive and the Company achieved one hundred (100) percent of their specified performance objectives for the year in which the Termination Date occursobjectives; or (2) the actual performance of the Company and Executive, determined as of the Termination Date, Executive as measured against the specified performance objectives for the year in which the Termination Date occursobjectives. This amount will be paid over the entire Severance Period on the Company’s 's ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings. (iii) . The Company will pay the premiums necessary to continue Executive an additional amount of $3,000, which Executive may, but is not obligated to, use to pay for 's life and health insurance benefits during the Severance Period. This amount The time period in which Executive is required to repay any promissory note, loan or other indebtedness to the Company shall be extended by sixty (60) months. The Company will be paid over accelerate the Severance Period on vesting of the Company’s ordinary payroll dates, in equal installments, and will be Options such that the greater of the following shall vest within ten (10) days after the date Executive signs the Release: (a) 50% of the unvested shares as of the Termination Date subject to standard payroll deductions and withholdings. the Options (iv) Provided that Executive elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (together with any state or local laws of similar effect, “COBRA”), the Company will pay the premiums for Executive’s group health (including dental and vision) insurance coverage, including coverage for Executive’s eligible dependents, for a maximum period of twelve (12) months following the Covered Termination or such lesser number of months as Executive and Executive’s eligible dependents are eligible for such coverage; provided, however, that the Company will pay premiums for Executive and Executive’s eligible dependents only for coverage for which they were enrolled immediately prior to the Termination Date. Executive (and Executive’s dependents, as applicable) will be solely responsible for making a timely and accurate election for continuation of coverage pursuant to COBRA. No premium payments will be made by the Company pursuant to this paragraph following the effective date of Executive’s coverage by a health (including dental and vision) insurance plan of a subsequent employer or such other date on which Executive (and Executive’s dependents, as applicable) cease to be eligible for COBRA coverage. After the Severance Period, for the balance of the COBRA period, if any, Executive shall maintain any such coverage at Executive’s own expense. (v) After after taking into account any additional acceleration of vesting Executive may be entitled to receive receiving under any other plan document(s) governing the Options instituted prior to or agreement, the Company will accelerate the vesting of the Stock Awards such that the lesser of the following shall vest effective as of the Termination Date: (a) 50% of the then-unvested shares, rights, after this Agreement is executed); or units, as applicable subject to the Stock Awards; and (b) that number of shares, rights or units subject to each all such Stock Award shares that would have vested if Executive had worked for the Company for twelve (12) additional months beyond the Termination Date. This acceleration of vesting will be in addition to any acceleration of vesting of that the Stock Awards that Executive would otherwise receive under the Company’s 's 2000 Nonstatutory Equity Incentive Plan, the Company's 1999 Equity Incentive Plan, 2005 Equity Incentive Plan or any other documents plan document(s) governing the Stock AwardsOptions. In addition, Executive shall have one sixty (160) year months to exercise any vested Stock Awards, but Options in no event shall such exercise period extend beyond addition to any time specified in the expiration of plan document(s) governing the original term of the Stock AwardOptions. Except as expressly set forth herein, the Stock Awards The Options shall continue to be governed by the terms of the applicable award stock option agreements and equity incentive stock option plan documents. Notwithstanding anything With respect to the contrary contained hereinany Prior Grant intended to be an incentive stock option, the maximum number acceleration of months the vesting of accelerated vesting the Prior Grant and the extension of the time that may Executive shall have to exercise the Prior Grant as provided in Paragraph 1(b)(iv) of this Agreement are deemed to be credited to any Stock Award under a modification of the Prior Grant within the meaning of Section 424(h) of the Internal Revenue Code ("Code"). Such modification shall result in the granting of a new option as of the date of execution of this Agreement, when added including providing a new grant date for purposes of starting the holding period specified in Section 422(a)(1) of the Code and for purposes of the provision that the option price be not less than the fair market value of the stock at the time such option is granted as specified in Section 422(b)(4) of the Code. If Executive and the Company agree that the Prior Grant shall remain an incentive stock option and if the new option meets the requirements for incentive stock options specified in Section 422(b) of the Code, and the $100,000 per year limitation specified in Section 422(d) of the Code as of the date of execution of this Agreement, then the unexercised portion of the Prior Grant shall be appropriately modified as to any accelerated vesting provided for under any award agreement the date of grant and the option price; provided, however, that the option price shall be the greater of the original option price of the Prior Grant or equity the fair market value of the stock on the date of execution of this Agreement. If Executive and the Company do not agree that such Prior Grant shall remain an incentive plan documentsstock option, then the Prior Grant shall not exceed twenty-four (24) months in be deemed to be a nonstatutory stock option as of the aggregatedate of execution of this Agreement, and the Prior Grant shall be appropriately modified to reflect such changed status.

Termination Related to a Change of Control. If Executive’s employment is terminated without Cause (and other than as a result of Executive’s death or disability) or Executive resigns for Good Reason, in either case on or Reason within twelve (12) months after a Change of Control (a “Covered Termination”)Control, and provided such termination constitutes a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), and provided Executive signs and allows to become effective a release substantially in the form (whichever is applicable) attached hereto as Exhibit A (the “Release”) within the time period provided therein), then the Company shall provide Executive with the following severance benefits (the “Benefits”):benefits: (i) The Company shall make severance payments to Executive in the form of continuation of Executive’s base salary (at the rate in effect on the Termination Date) Date for the first twelve six (126) months following the Termination Date (the “Severance Period”). These payments will be made on the Company’s ordinary payroll dates and will be subject to standard payroll deductions and withholdings. (ii) The Company will pay Executive an amount equal to the Executive’s annual bonusbonus (provided the Executive is under a non-commission Company bonus plan). The annual bonus will be calculated at one of the following rates, whichever is higher: (1) as if both Executive and the Company achieved one hundred (100) percent of their specified performance objectives for the year in which the Termination Date occursobjectives; or (2) the actual performance of the Company and Executive, determined as of the Termination Date, Executive as measured against the specified performance objectives for the year in which the Termination Date occursobjectives. This amount will be paid over the entire Severance Period on the Company’s ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings. (iii) The Company will pay Executive an additional amount of $3,000, which Executive may, but is not obligated to, use the premiums necessary to pay for continue Executive’s life and health insurance benefits during the Severance Period. This amount will be paid over the Severance Period on the Company’s ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings. (iv) Provided that Executive elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (together with any state or local laws of similar effect, “COBRA”), the Company will pay the premiums for Executive’s group health (including dental and vision) insurance coverage, including coverage for Executive’s eligible dependents, for a maximum period of twelve (12) months following the Covered Termination or such lesser number of months as Executive and Executive’s eligible dependents are eligible for such coverage; provided, however, that the Company will pay premiums for Executive and Executive’s eligible dependents only for coverage for which they were enrolled immediately prior to the Termination Date. Executive (and Executive’s dependents, as applicable) will be solely responsible for making a timely and accurate election for continuation of coverage pursuant to COBRA. No premium payments will be made by the Company pursuant to this paragraph following the effective date of Executive’s coverage by a health (including dental and vision) insurance plan of a subsequent employer or such other date on which Executive (and Executive’s dependents, as applicable) cease to be eligible for COBRA coverage. After the Severance Period, for the balance of the COBRA period, if any, Executive shall maintain any such coverage at Executive’s own expense. (v) After taking into account any additional acceleration of vesting Executive may be entitled to receive under any other plan or agreement, the The Company will accelerate the vesting of the Stock Awards such that the lesser of the following shall vest effective as of within ten (10) days after the Termination Datedate Executive signs the Release: (a) 50% of the then-unvested shares, rights, or units, as applicable applicable, as of the Termination Date subject to the Stock AwardsAwards (after taking into account any additional acceleration of vesting Executive may be receiving under any award agreements or equity incentive plan documents governing the Stock Awards instituted prior to or after the Effective Date); and or (b) that number of all such shares, rights or units subject to each such Stock Award that would have vested if Executive had worked for the Company for twelve (12) additional months beyond the Termination Date. This acceleration of vesting will be in addition to any acceleration of vesting of that the Stock Awards that Executive would otherwise receive under the Company’s 2000 Nonstatutory Equity Incentive Plan, 1999 Equity Incentive Plan, 2005 Equity Incentive Plan or any other equity incentive plan documents governing the Stock Awards. In additionWith respect to all Stock Awards except the Prior Grants, Executive shall have one sixty (160) year months to exercise any such vested Stock Awards in addition to any time specified in the award agreements and equity incentive plan documents governing such Stock Awards, but in no event shall such exercise period extend beyond the expiration of the original term date of the Stock Award. Except as expressly set forth herein, the The Stock Awards shall continue to be governed by the terms of the applicable award agreements and equity incentive plan documents. Notwithstanding anything to the contrary contained herein, the maximum number of months of accelerated additional vesting that may be credited to any Stock Award under this Agreement, when added to any accelerated additional vesting provided for under by any award agreement or equity incentive plan documents, shall not exceed twenty-four (24) months in the aggregate. (v) With respect to any Prior Grant intended to be an incentive stock option, the acceleration of the vesting of the Prior Grant and the extension of the time that Executive shall have to exercise the Prior Grant as provided in Paragraph 1(b)(iv) of this Agreement are deemed to be a modification of the Prior Grant within the meaning of Section 424(h) of the Internal Revenue Code (“Code”). Such modification shall result in the granting of a new option as of the date of execution of this Agreement, including providing a new grant date for purposes of starting the holding period specified in Section 422(a)(1) of the Code and for purposes of the provision that the option price be not less than the fair market value of the stock at the time such option is granted as specified in Section 422(b)(4) of the Code. If Executive and the Company agree that the Prior Grant shall remain an incentive stock option and if the new option meets the requirements for incentive stock options specified in Section 422(b) of the Code, and the $100,000 per year limitation specified in Section 422(d) of the Code as of the date of execution of this Agreement, then the unexercised portion of the Prior Grant shall be appropriately modified as to the date of grant and the option price; provided, however, that the option price shall be the greater of the original option price of the Prior Grant or the fair market value of the stock on the date of execution of this Agreement. If Executive and the Company do not agree that such Prior Grant shall remain an incentive stock option, then the Prior Grant shall be deemed to be a nonstatutory stock option as of the date of execution of this Agreement, and the Prior Grant shall be appropriately modified to reflect such changed status.

Termination Related to a Change of Control. If Executive’s employment is terminated without Cause (and other than as a result of Executive’s death or disability) or Executive resigns for Good Reason, in either case on Reason within ninety (90) days prior to or within twelve (12) months after a Change of Control (a “Covered Termination”)Control, and provided such termination constitutes a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), and provided Executive signs and allows to become effective a release substantially in the form (whichever is applicable) attached hereto as Exhibit A (the “Release”) within the time period provided therein), then the Company shall provide Executive with the following severance benefits (the “Benefits”):benefits: (i) The Company shall make severance payments to Executive in the form of continuation of Executive’s base salary (at the rate in effect on the Termination Date) Date for the first twelve (12) months following the Termination Date (the “Severance Period”). These payments will be made on the Company’s ordinary payroll dates and will be subject to standard payroll deductions and withholdings. (ii) The Company will pay Executive an amount equal to the Executive’s annual bonusbonus (provided the Executive is under a non-commission, Company bonus plan). The annual bonus will be calculated at one of the following rates, whichever is higher: (1) as if both Executive and the Company achieved one hundred (100) percent of their specified performance objectives for the year in which the Termination Date occursobjectives; or (2) the actual performance of the Company and Executive, determined as of the Termination Date, Executive as measured against the specified performance objectives for the year in which the Termination Date occursobjectives. This amount will be paid over the entire Severance Period on the Company’s ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings. (iii) The Company will pay the premiums necessary to continue Executive an additional amount of $3,000, which Executive may, but is not obligated to, use to pay for ‘s life and health insurance benefits during the Severance Period. This amount will be paid over the Severance Period on the Company’s ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings. (iv) Provided that Executive elects continued coverage under is not or is no longer an executive officer or director of the Consolidated Omnibus Budget Reconciliation Act of 1985Company, as amended (together with then the time period in which Executive is required to repay any state promissory note, loan or local laws of similar effect, “COBRA”), other indebtedness to the Company will pay the premiums for Executive’s group health shall be extended by sixty (including dental and vision60) insurance coverage, including coverage for Executive’s eligible dependents, for a maximum period of twelve (12) months following the Covered Termination or such lesser number of months as Executive and Executive’s eligible dependents are eligible for such coverage; provided, however, that the Company will pay premiums for Executive and Executive’s eligible dependents only for coverage for which they were enrolled immediately prior to the Termination Date. Executive (and Executive’s dependents, as applicable) will be solely responsible for making a timely and accurate election for continuation of coverage pursuant to COBRA. No premium payments will be made by the Company pursuant to this paragraph following the effective date of Executive’s coverage by a health (including dental and vision) insurance plan of a subsequent employer or such other date on which Executive (and Executive’s dependents, as applicable) cease to be eligible for COBRA coverage. After the Severance Period, for the balance of the COBRA period, if any, Executive shall maintain any such coverage at Executive’s own expensemonths. (v) After taking into account any additional acceleration of vesting Executive may be entitled to receive under any other plan or agreement, the The Company will accelerate the vesting of the Stock Awards such that the lesser greater of the following shall vest effective as of within ten (10) days after the Termination Datedate Executive signs the Release: (a) 50% of the then-unvested shares, rights, or units, shares as applicable of the Termination Date subject to the Stock AwardsAwards (after taking into account any additional acceleration of vesting Executive may be receiving under any plan document(s) governing the Stock Awards instituted prior to or after this Agreement is executed) including any additional acceleration of vesting of restricted stock under any restricted stock agreement(s); and or (b) that number of shares, rights or units subject to each all such Stock Award shares that would have vested if Executive had worked for the Company for twelve (12) additional months beyond the Termination Date. This acceleration of vesting will be in addition to any acceleration of vesting of that the Stock Awards that Executive would otherwise receive under the Company’s 2000 Nonstatutory Equity Incentive Plan, the Company’s 1999 Equity Incentive Plan, 2005 Equity Incentive Plan or any other documents plan document(s) including any additional acceleration of vesting of restricted stock under any restricted stock agreement(s) governing the Stock Awards. In addition, Executive shall have one sixty (160) year months to exercise any vested Stock Awards, but Options in no event shall such exercise period extend beyond addition to any time specified in the expiration of plan document(s) governing the original term of the Stock AwardOptions. Except as expressly set forth herein, the The Stock Awards shall continue to be governed by the terms of the applicable award restricted stock agreement(s), stock option agreements and equity incentive plan documents. Notwithstanding anything . (vi) With respect to the contrary contained hereinany Prior Grant intended to be an incentive stock option, the maximum number acceleration of months the vesting of accelerated vesting the Prior Grant and the extension of the time that may Executive shall have to exercise the Prior Grant as provided in Paragraph 1(b)(v) of this Agreement are deemed to be credited to any Stock Award under a modification of the Prior Grant within the meaning of Section 424(h) of the Internal Revenue Code (“Code”). Such modification shall result in the granting of a new option as of the date of execution of this Agreement, when added including providing a new grant date for purposes of starting the holding period specified in Section 422(a)(1) of the Code and for purposes of the provision that the option price be not less than the fair market value of the stock at the time such option is granted as specified in Section 422(b)(4) of the Code. If Executive and the Company agree that the Prior Grant shall remain an incentive stock option and if the new option meets the requirements for incentive stock options specified in Section 422(b) of the Code, and the $100,000 per year limitation specified in Section 422(d) of the Code as of the date of execution of this Agreement, then the unexercised portion of the Prior Grant shall be appropriately modified as to any accelerated vesting provided for under any award agreement the date of grant and the option price; provided, however, that the option price shall be the greater of the original option price of the Prior Grant or equity the fair market value of the stock on the date of execution of this Agreement. If Executive and the Company do not agree that such Prior Grant shall remain an incentive plan documentsstock option, then the Prior Grant shall not exceed twenty-four (24) months in be deemed to be a nonstatutory stock option as of the aggregatedate of execution of this Agreement, and the Prior Grant shall be appropriately modified to reflect such changed status.

Termination Related to a Change of Control. If Executive’s employment is terminated without Cause (and other than as a result of Executive’s death or disability) or Executive resigns for Good Reason, in either case on or within twelve (12) months after a Change of Control (a “Covered Termination”), and provided such termination constitutes a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), and provided Executive signs and allows to become effective a release substantially in the form attached hereto as Exhibit A (the “Release”) within the time period provided therein, then the Company shall provide Executive with the following severance benefits (the “Benefits”): (i) The If the Covered Termination occurs prior to the first anniversary of the Effective Date, the Company shall make severance payments to Executive in the form of continuation of Executive’s base salary (at the rate in effect on the Termination Date) for that number of months immediately following the Termination Date equal to the product of (x) the Applicable Fraction (as defined herein) and (y) twelve (12). If the Covered Termination occurs on or after the one (1) year anniversary of the Effective Date, the Company shall make severance payments to Executive in the form of continuation of Executive’s base salary (at the rate in effect on the Termination Date) for the first twelve (12) months following the Termination Date (the “Severance Period”)Date. These payments will be made on the Company’s ordinary payroll dates dates, in equal installments, and will be subject to standard payroll deductions and withholdings. The number of months during which severance payments are paid to Executive as calculated pursuant to this Section 1(b)(i) is hereinafter referred to as the “Severance Period”). (ii) The Company will pay Executive an amount a portion or all of Executive’s annual bonus as determined based on the date of the Covered Termination. If the Covered Termination occurs prior to the one (1) year anniversary of the Effective Date, the Company will pay Executive a portion of Executive’s annual bonus equal to the product of (x) the Applicable Fraction and (y) the annual bonus. If the Covered Termination occurs on or after the one (1) year anniversary of the Effective Date, the Company will pay Executive 100% of Executive’s annual bonus. The annual bonus will be calculated at one of the following rates, whichever is higher: (1) as if both Executive and the Company achieved one hundred (100) percent of their specified performance objectives for the year in which the Termination Date occurs; or (2) the actual performance of the Company and Executive, determined as of the Termination Date, as measured against the specified performance objectives for the year in which the Termination Date occurs. This The bonus amount will be paid over the Severance Period on the Company’s ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings. (iii) The If the Covered Termination occurs prior to the one (1) year anniversary of the Effective Date, the Company will pay Executive an additional amount equal to the product of (x) the Applicable Fraction and (y) $3,000. If the Covered Termination occurs on or after the one (1) year anniversary of the Effective Date, the Company will pay Executive an additional amount of $3,000, which . Executive may, but is not obligated to, use this payment to pay for life insurance benefits during the Severance Period. This amount will be paid over the Severance Period on the Company’s ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings. (iv) Provided that Executive elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (together with any state or local laws of similar effect, “COBRA”), the Company will pay the premiums for Executive’s group health (including dental and vision) insurance coverage, including coverage for Executive’s eligible dependents, for that number of months following the Covered Termination equal to the product of (x) the Applicable Fraction and (y) twelve (12) if the Covered Termination occurs prior to the one (1) year anniversary of the Effective Date or for a maximum period of twelve (12) months following the Covered Termination if the Covered Termination occurs on or after the one (1) year anniversary of the Effective Date, but in no event after such lesser number of months as earlier date on which Executive and Executive’s eligible dependents are cease to be eligible for such coverage; provided. In addition, however, that the Company will pay premiums for Executive and Executive’s eligible dependents only for coverage for which they were enrolled immediately prior to the Termination Date. Executive (and Executive’s dependents, as applicable) will be solely responsible for making a timely and accurate election for continuation of coverage pursuant to COBRA. No premium payments will be made by the Company pursuant to this paragraph following the effective date of Executive’s coverage by a health (including dental and vision) insurance plan of a subsequent employer or such other date on which Executive (and Executive’s dependents, as applicable) cease to be eligible for COBRA coverage. After the Severance Period, for the balance of the COBRA period, if any, Executive shall maintain any such coverage at Executive’s own expense. (v) After taking into account any additional acceleration of vesting Executive may be entitled to receive under any other plan or agreement, the Company will accelerate the vesting of each of the Stock Awards other than the RSU such that the lesser of the following shall vest effective as of the Termination Date: (a) if the Covered Termination occurs prior to the one (1) year anniversary of the Effective Date, the lesser of (A) the product of (x) the Applicable Fraction and (y) 50% of the then-unvested shares, rights, or units, as applicable subject to the applicable Stock Awards; Award and (bB) that number of shares, rights or units subject to each such Stock Award that would have vested if Executive had worked for the Company for a period of months beyond the Termination Date equal to the product of (x) the Applicable Fraction and (y) twelve (12); and (b) if the Covered Termination occurs on or after the one (1) year anniversary of the Effective Date, the lesser of (C) 50% of the then-unvested shares, rights, or units, as applicable subject to the applicable Stock Award and (D) that number of shares, rights or units subject to such Stock Award that would have vested if Executive had worked for the Company for twelve (12) additional months beyond the Termination Date. This acceleration of vesting will be in addition to any acceleration of vesting of the Stock Awards that Executive would otherwise receive under the Company’s 2000 Nonstatutory Equity Incentive Plan, 1999 Equity Incentive Plan, 2005 Equity Incentive Plan or any other documents governing the Stock Awards. In addition, Executive shall have one (1) year to exercise (if applicable) any vested Stock Awards, but in no event shall such exercise period extend beyond the expiration of the original term of the Stock Award. Except as expressly set forth herein, the Stock Awards shall continue to be governed by the terms of the applicable award agreements and equity incentive plan documents. Notwithstanding anything to the contrary contained herein, the maximum number of months of accelerated vesting that may be credited to any Stock Award under this Agreement, when added to any accelerated vesting provided for under any award agreement or equity incentive plan documents, shall not exceed twenty-four (24) months in the aggregate.

Termination Related to a Change of Control. If Executive’s employment is terminated without Cause (and other than as a result of Executive’s death or disability) or Executive resigns for Good Reason, in either case within ninety (90) days prior to, or on or within twelve (12) months after after, a Change of Control (a “Covered Termination”), and provided such termination constitutes a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), and provided Executive signs and allows to become effective a release substantially in the form attached hereto as Exhibit A (the “Release”) within the time period provided therein, then the Company shall provide Executive with the following severance benefits (the “Benefits”): (i) The Company shall make severance payments to Executive in the form of continuation of Executive’s base salary (at the rate in effect on the Termination Date) for the first twelve eighteen (1218) months following the Termination Date (the “Severance Period”). These payments will be made on the Company’s ordinary payroll dates and will be subject to standard payroll deductions and withholdings. (ii) The Company will pay Executive an amount equal to Executive’s annual bonus, multiplied by 1.5. The annual bonus will be calculated at one of the following rates, whichever is higher: (1) as if both Executive and the Company achieved one hundred (100) percent of their specified performance objectives for the year in which the Termination Date occurs; or (2) the actual performance of the Company and Executive, determined as of the Termination Date, as measured against the specified performance objectives for the year in which the Termination Date occurs. This amount will be paid over the Severance Period on the Company’s ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings. (iii) The Company will pay Executive an additional amount of $3,000, which Executive may, but is not obligated to, use to pay for life insurance benefits during the Severance Period. This amount will be paid over the Severance Period on the Company’s ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings. (iv) Provided that Executive elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (together with any state or local laws of similar effect, “COBRA”), the Company will pay the premiums for Executive’s group health (including dental and vision) insurance coverage, including coverage for Executive’s eligible dependents, for a maximum period of twelve eighteen (1218) months following the Covered Termination or such lesser number of months as Executive and Executive’s eligible dependents are eligible for such coverage; provided, however, that the Company will pay premiums for Executive and Executive’s eligible dependents only for coverage for which they were enrolled immediately prior to the Termination Date. Executive (and Executive’s dependents, as applicable) will be solely responsible for making a timely and accurate election for continuation of coverage pursuant to COBRA. No premium payments will be made by the Company pursuant to this paragraph following the effective date of Executive’s coverage by a health (including dental and vision) insurance plan of a subsequent employer or such other date on which Executive (and Executive’s dependents, as applicable) cease to be eligible for COBRA coverage. After the Severance Period, for the balance of the COBRA period, if any, Executive shall maintain such any such coverage at Executive’s own expense. (v) After taking into account any additional acceleration of vesting Executive may be entitled to receive under any other plan or agreement, the Company will accelerate the vesting of the Stock Awards such that the lesser greater of the following shall vest effective as of the Termination Date: (a) 50% of the then-unvested shares, rights, or units, as applicable subject to the Stock Awards; and (b) that number of shares, rights or units subject to each such Stock Award that would have vested if Executive had worked for the Company for twelve (12) additional months beyond the Termination Date. This acceleration of vesting will be in addition to any acceleration of vesting of the Stock Awards that Executive would otherwise receive under the Company’s 2000 Nonstatutory Equity Incentive Plan, 1999 Equity Incentive Plan, 2005 Equity Incentive Plan or any other documents governing the Stock Awards. In addition, Executive shall have one (1) year to exercise any vested Stock Awards, but in no event shall such exercise period extend beyond the expiration of the original term of the Stock Award. Except as expressly set forth herein, the Stock Awards shall continue to be governed by the terms of the applicable award agreements and equity incentive plan documents. Notwithstanding anything to the contrary contained herein, the maximum number of months of accelerated vesting that may be credited to any Stock Award under this Agreement, when added to any accelerated vesting provided for under any award agreement or equity incentive plan documents, shall not exceed twenty-four (24) months in the aggregate.

Termination Related to a Change of Control. If Executive’s 's employment is terminated without Cause (and other than as a result of Executive’s death or disability) or Executive resigns for Good Reason, in either case on Reason within ninety (90) days prior to or within twelve (12) months after a Change of Control (a “Covered Termination”)Control, and provided such termination constitutes a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), and provided Executive signs and allows to become effective a release substantially in the form (whichever is applicable) attached hereto as Exhibit A (the “"Release”) within the time period provided therein"), then the Company shall provide Executive with the following severance benefits (the “Benefits”):benefits: (i) The Company shall make severance payments to Executive in the form of continuation of Executive’s 's base salary (at the rate in effect on the Termination Date) Date for the first twelve six (126) months following the Termination Date (the “"Severance Period”"). These payments will be made on the Company’s 's ordinary payroll dates and will be subject to standard payroll deductions and withholdings. (ii) The Company will pay Executive an amount equal to one-half (1/2) of Executive’s 's annual bonus. The annual bonus will be calculated at one of the following rates, whichever is higher: (1) as if both Executive and the Company achieved one hundred (100) percent of their specified performance objectives for the year in which the Termination Date occursobjectives; or (2) the actual performance of the Company and Executive, determined as of the Termination Date, Executive as measured against the specified performance objectives for the year in which the Termination Date occursobjectives. This amount will be paid over the entire Severance Period on the Company’s 's ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings. (iii) The Company will pay the premiums necessary to continue Executive an additional amount of $3,000, which Executive may, but is not obligated to, use to pay for 's life and health insurance benefits during the Severance Period. This amount will be paid over the Severance Period on the Company’s ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings. (iv) Provided that The time period in which Executive elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985is required to repay any promissory note, as amended (together with any state loan or local laws of similar effect, “COBRA”), other indebtedness to the Company will pay the premiums for Executive’s group health shall be extended by sixty (including dental and vision60) insurance coverage, including coverage for Executive’s eligible dependents, for a maximum period of twelve (12) months following the Covered Termination or such lesser number of months as Executive and Executive’s eligible dependents are eligible for such coverage; provided, however, that the Company will pay premiums for Executive and Executive’s eligible dependents only for coverage for which they were enrolled immediately prior to the Termination Date. Executive (and Executive’s dependents, as applicable) will be solely responsible for making a timely and accurate election for continuation of coverage pursuant to COBRA. No premium payments will be made by the Company pursuant to this paragraph following the effective date of Executive’s coverage by a health (including dental and vision) insurance plan of a subsequent employer or such other date on which Executive (and Executive’s dependents, as applicable) cease to be eligible for COBRA coverage. After the Severance Period, for the balance of the COBRA period, if any, Executive shall maintain any such coverage at Executive’s own expensemonths. (v) After The Company will accelerate the vesting of the Options such that the greater of the following shall vest within ten (10) days after the date Executive signs the Release: (a) 50% of the unvested shares as of the Termination Date subject to the Options (after taking into account any additional acceleration of vesting Executive may be entitled to receive receiving under any other plan document(s) governing the Options instituted prior to or agreement, the Company will accelerate the vesting of the Stock Awards such that the lesser of the following shall vest effective as of the Termination Date: (a) 50% of the then-unvested shares, rights, after this Agreement is executed); or units, as applicable subject to the Stock Awards; and (b) that number of shares, rights or units subject to each all such Stock Award shares that would have vested if Executive had worked for the Company for twelve (12) additional months beyond the Termination Date. This acceleration of vesting will be in addition to any acceleration of vesting of that the Stock Awards that Executive would otherwise receive under the Company’s 's 2000 Nonstatutory Equity Incentive Plan, the Company's 1999 Equity Incentive Plan, 2005 Equity Incentive Plan or any other documents plan document(s) governing the Stock AwardsOptions. In addition, Executive shall have one sixty (160) year months to exercise any vested Stock Awards, but Options in no event shall such exercise period extend beyond addition to any time specified in the expiration of plan document(s) governing the original term of the Stock AwardOptions. Except as expressly set forth herein, the Stock Awards The Options shall continue to be governed by the terms of the applicable award stock option agreements and equity incentive stock option plan documents. Notwithstanding anything . (vi) With respect to the contrary contained hereinany Prior Grant intended to be an incentive stock option, the maximum number acceleration of months the vesting of accelerated vesting the Prior Grant and the extension of the time that may Executive shall have to exercise the Prior Grant as provided in Paragraph 1(b)(iv) of this Agreement are deemed to be credited to any Stock Award under a modification of the Prior Grant within the meaning of Section 424(h) of the Internal Revenue Code ("Code"). Such modification shall result in the granting of a new option as of the date of execution of this Agreement, when added including providing a new grant date for purposes of starting the holding period specified in Section 422(a)(1) of the Code and for purposes of the provision that the option price be not less than the fair market value of the stock at the time such option is granted as specified in Section 422(b)(4) of the Code. If Executive and the Company agree that the Prior Grant shall remain an incentive stock option and if the new option meets the requirements for incentive stock options specified in Section 422(b) of the Code, and the $100,000 per year limitation specified in Section 422(d) of the Code as of the date of execution of this Agreement, then the unexercised portion of the Prior Grant shall be appropriately modified as to any accelerated vesting provided for under any award agreement the date of grant and the option price; provided, however, that the option price shall be the greater of the original option price of the Prior Grant or equity the fair market value of the stock on the date of execution of this Agreement. If Executive and the Company do not agree that such Prior Grant shall remain an incentive plan documentsstock option, then the Prior Grant shall not exceed twenty-four (24) months in be deemed to be a nonstatutory stock option as of the aggregatedate of execution of this Agreement, and the Prior Grant shall be appropriately modified to reflect such changed status.

Termination Related to a Change of Control. If Executive’s employment is terminated without Cause (and other than as a result of Executive’s death or disability) or Executive resigns for Good Reason, in either case on Reason within ninety (90) days prior to or within twelve (12) months after a Change of Control (a “Covered Termination”)Control, and provided such termination constitutes a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), and provided Executive signs and allows to become effective a release substantially in the form (whichever is applicable) attached hereto as Exhibit A (the “Release”) within the time period provided therein), then the Company shall provide Executive with the following severance benefits (the “Benefits”):benefits: (i) The Company shall make severance payments to Executive in the form of continuation of Executive’s base salary (at the rate in effect on the Termination Date) Date for the first twelve (12) months following the Termination Date (the “Severance Period”). These payments will be made on the Company’s ordinary payroll dates and will be subject to standard payroll deductions and withholdings.. Change of Control Agreement October 27, 2003 (ii) The Company will pay Executive an amount equal to the Executive’s annual bonusbonus (provided the Executive is under a non-commission, Company bonus plan). The annual bonus will be calculated at one of the following rates, whichever is higher: (1) as if both Executive and the Company achieved one hundred (100) percent of their specified performance objectives for the year in which the Termination Date occursobjectives; or (2) the actual performance of the Company and Executive, determined as of the Termination Date, Executive as measured against the specified performance objectives for the year in which the Termination Date occursobjectives. This amount will be paid over the entire Severance Period on the Company’s ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings. (iii) The Company will pay the premiums necessary to continue Executive an additional amount of $3,000, which Executive may, but is not obligated to, use to pay for ‘s life and health insurance benefits during the Severance Period. This amount will be paid over the Severance Period on the Company’s ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings. (iv) Provided that Executive elects continued coverage under is not or is no longer an executive officer or director of the Consolidated Omnibus Budget Reconciliation Act of 1985Company, as amended (together with then the time period in which Executive is required to repay any state promissory note, loan or local laws of similar effect, “COBRA”), other indebtedness to the Company will pay the premiums for Executive’s group health shall be extended by sixty (including dental and vision60) insurance coverage, including coverage for Executive’s eligible dependents, for a maximum period of twelve (12) months following the Covered Termination or such lesser number of months as Executive and Executive’s eligible dependents are eligible for such coverage; provided, however, that the Company will pay premiums for Executive and Executive’s eligible dependents only for coverage for which they were enrolled immediately prior to the Termination Date. Executive (and Executive’s dependents, as applicable) will be solely responsible for making a timely and accurate election for continuation of coverage pursuant to COBRA. No premium payments will be made by the Company pursuant to this paragraph following the effective date of Executive’s coverage by a health (including dental and vision) insurance plan of a subsequent employer or such other date on which Executive (and Executive’s dependents, as applicable) cease to be eligible for COBRA coverage. After the Severance Period, for the balance of the COBRA period, if any, Executive shall maintain any such coverage at Executive’s own expensemonths. (v) After taking into account any additional acceleration of vesting Executive may be entitled to receive under any other plan or agreement, the The Company will accelerate the vesting of the Stock Awards such that the lesser greater of the following shall vest effective as of within ten (10) days after the Termination Datedate Executive signs the Release: (a) 50% of the then-unvested shares, rights, or units, shares as applicable of the Termination Date subject to the Stock AwardsAwards (after taking into account any additional acceleration of vesting Executive may be receiving under any plan document(s) governing the Stock Awards instituted prior to or after this Agreement is executed) including any additional acceleration of vesting of restricted stock under any restricted stock agreement(s); and or (b) that number of shares, rights or units subject to each all such Stock Award shares that would have vested if Executive had worked for the Company for twelve (12) additional months beyond the Termination Date. This acceleration of vesting will be in addition to any acceleration of vesting of that the Stock Awards that Executive would otherwise receive under the Company’s 2000 Nonstatutory Equity Incentive Plan, the Company’s 1999 Equity Incentive Plan, 2005 Equity Incentive Plan or any other documents plan document(s) including any additional acceleration of vesting of restricted stock under any restricted stock agreement(s) governing the Stock Awards. In addition, Executive shall have one sixty (160) year months to exercise any vested Stock Awards, but Options in no event shall such exercise period extend beyond addition to any time specified in the expiration of plan document(s) governing the original term of the Stock AwardOptions. Except as expressly set forth herein, the The Stock Awards shall continue to be governed by the terms of the applicable award restricted stock agreement(s), stock option agreements and equity incentive plan documents. Notwithstanding anything . (vi) With respect to the contrary contained hereinany Prior Grant intended to be an incentive stock option, the maximum number acceleration of months the vesting of accelerated vesting the Prior Grant and the extension of the time that may Executive shall have to exercise the Prior Grant as provided in Paragraph 1(b)(v) of this Agreement are deemed to be credited to any Stock Award under a modification of the Prior Grant within the meaning of Section 424(h) of the Internal Revenue Code (“Code”). Such modification shall result in the granting of a new option as of the date of execution of this Agreement, when added including providing a new grant date for purposes of starting the holding period specified in Section 422(a)(1) of the Code and for purposes of the provision that the option price be not less than the fair market value of the stock at the time such option is granted as specified in Section 422(b)(4) of the Code. If Executive and the Company agree that the Prior Grant shall remain an incentive stock option and if the new option meets the requirements for incentive stock options specified in Section 422(b) of the Code, and the $100,000 per year limitation specified in Section 422(d) of the Code as of the date of execution of this Agreement, then the unexercised portion of the Prior Grant shall be appropriately modified as to any accelerated vesting provided for under any award agreement the date of grant and the option price; provided, however, that the option price shall be the greater of the original option price of the Prior Grant or equity the fair market value of the stock on the date of execution of this Agreement. If Executive and the Company do not agree that such Prior Grant shall remain an incentive plan documentsstock option, then the Prior Grant shall not exceed twenty-four (24) months in be deemed to be a nonstatutory stock option as of the aggregatedate of execution of this Agreement, and the Prior Grant shall be appropriately modified to reflect such changed status.

Termination Related to a Change of Control. If Executive’s employment is terminated without Cause (and other than as a result of Executive’s death or disabilitydisability as disability is defined for purposes of the Company’s long-term disability policies) or Executive resigns for Good Reason, in either case on Reason within ninety (90) days prior to or within twelve (12) months after a Change of Control (a “Covered Termination”)Control, and provided (1) such termination constitutes a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), and provided (2) Executive signs and allows to become effective a release substantially in the form attached hereto as Exhibit A (the “Release”) within pursuant to Section 2(a) of this Agreement and (3) if requested by the time Company in connection with the closing of the Change of Control, Executive agrees to a fair and reasonable transition plan, including continued employment or consultancy for a period provided thereinof up to [ninety (90) days with the Company or the successor entity at a compensation rate equivalent to the rate at which Executive was being compensated by the Company immediately prior to the Change of Control, then the Company shall provide Executive with the following severance benefits (the “Severance Benefits”): (i) The Company shall make severance payments to Executive in the form of continuation of Executive’s base salary (at the rate in effect on the Termination Date, or if higher, the rate in effect immediately prior to the Change of Control) for the first twelve six (126) months following the Termination Date (the “Severance Period”). These payments will be made on the Company’s ordinary payroll dates and will be subject to standard payroll deductions and withholdings. (ii1) The Company will pay Executive an amount equal to the Executive’s annual bonusTarget Annual Bonus (provided the Executive is under a non-commission, Company bonus plan). The annual For purposes of this Agreement, the “Target Annual Bonus” shall mean the Executive’s target bonus will be amount as most recently determined for the year of termination by the Company, calculated at one of the following rates, whichever is higher: (1) as if both Executive and the Company achieved one hundred percent (100%) percent of their specified performance objectives for the year in which the Termination Date occurs; or (2) the actual performance of the Company and Executive, determined as of the Termination Date, as measured against the specified performance objectives for the year in which the Termination Date occursobjectives. This amount will be paid over the entire Severance Period on the Company’s ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings. (iii) The Company will pay Executive an additional amount of $3,000, which Executive may, but is not obligated to, use to pay for life insurance benefits during the Severance Period. This amount will be paid over the Severance Period on the Company’s ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings. (iv) Provided that Executive elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (together with any state or local laws of similar effect, “COBRA”), the Company will pay the premiums for Executive’s group health (including dental and vision) insurance coverage, including coverage for Executive’s eligible dependents, for a maximum period of twelve (12) months following the Covered Termination or such lesser number of months as Executive and Executive’s eligible dependents are eligible for such coverage; provided, however, that the Company will pay premiums for Executive and Executive’s eligible dependents only for coverage for which they were enrolled immediately prior to the Termination Date. Executive (and Executive’s dependents, as applicable) will be solely responsible for making a timely and accurate election for continuation of coverage pursuant to COBRA. No premium payments will be made by the Company pursuant to this paragraph following the effective date of Executive’s coverage by a health (including dental and vision) insurance plan of a subsequent employer or such other date on which Executive (and Executive’s dependents, as applicable) cease to be eligible for COBRA coverage. After the Severance Period, for the balance of the COBRA period, if any, Executive shall maintain any such coverage at Executive’s own expense. (v) After taking into account any additional acceleration of vesting Executive may be entitled to receive under any other plan or agreement, the Company will accelerate the vesting of the Stock Awards such that the lesser of the following shall vest effective as of the Termination Date: (a) 50% of the then-unvested shares, rights, or units, as applicable subject to the Stock Awards; and (b) that number of shares, rights or units subject to each such Stock Award that would have vested if Executive had worked for the Company for twelve (12) additional months beyond the Termination Date. This acceleration of vesting will be in addition to any acceleration of vesting of the Stock Awards that Executive would otherwise receive under the Company’s 2000 Nonstatutory Equity Incentive Plan, 1999 Equity Incentive Plan, 2005 Equity Incentive Plan or any other documents governing the Stock Awards. In addition, Executive shall have one (1) year to exercise any vested Stock Awards, but in no event shall such exercise period extend beyond the expiration of the original term of the Stock Award. Except as expressly set forth herein, the Stock Awards shall continue to be governed by the terms of the applicable award agreements and equity incentive plan documents. Notwithstanding anything to the contrary contained herein, the maximum number of months of accelerated vesting that may be credited to any Stock Award under this Agreement, when added to any accelerated vesting provided for under any award agreement or equity incentive plan documents, shall not exceed twenty-four (24) months in the aggregate.

Termination Related to a Change of Control. If Executive’s 's employment is terminated without Cause (and other than as a result of Executive’s death or disability) or Executive resigns for Good Reason, in either case on Reason within ninety (90) days prior to or within twelve (12) months after a Change of Control (a “Covered Termination”)Control, and provided such termination constitutes a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), and provided Executive signs and allows to become effective a release substantially in the form (whichever is applicable) attached hereto as Exhibit A (the “"Release”) within the time period provided therein"), then the Company shall provide Executive with the following severance benefits (the “Benefits”): described below in subparagraphs (i) through (vi). The severance benefits described in subparagraphs (i) through (vi) are in lieu of the severance benefits provided for in paragraph 5 of Executive's Offer Letter if Executive is terminated without Cause within ninety (90) days prior to or twelve (12) months after a Change of Control. Executive shall only receive the severance benefits described in paragraph 5 of the Offer Letter if Executive is terminated without cause (as that term is defined in the Offer Letter) unrelated to a Change of Control. The Company shall make severance payments to Executive in the form of continuation of Executive’s 's base salary (at the rate in effect on the Termination Date) Date for the first twelve (12) months following the Termination Date (the “"Severance Period”"). These payments will be made on the Company’s 's ordinary payroll dates and will be subject to standard payroll deductions and withholdings. (ii) . The Company will pay Executive an amount equal to Executive’s 's annual bonus. The annual bonus will be calculated at one of the following rates, whichever is higher: (1) as if both Executive and the Company achieved one hundred (100) percent of their specified performance objectives for the year in which the Termination Date occursobjectives; or (2) the actual performance of the Company and Executive, determined as of the Termination Date, Executive as measured against the specified performance objectives for the year in which the Termination Date occursobjectives. This amount will be paid over the entire Severance Period on the Company’s 's ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings. (iii) . The Company will pay the premiums necessary to continue Executive an additional amount of $3,000, which Executive may, but is not obligated to, use to pay for 's life and health insurance benefits during the Severance Period. This amount The time period in which Executive is required to repay any promissory note, loan or other indebtedness to the Company shall be extended by sixty (60) months. The Company will be paid over accelerate the Severance Period on vesting of the Company’s ordinary payroll dates, in equal installments, and will be Options such that the greater of the following shall vest within ten (10) days after the date Executive signs the Release: (a) 50% of the unvested shares as of the Termination Date subject to standard payroll deductions and withholdings. the Options (iv) Provided that Executive elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (together with any state or local laws of similar effect, “COBRA”), the Company will pay the premiums for Executive’s group health (including dental and vision) insurance coverage, including coverage for Executive’s eligible dependents, for a maximum period of twelve (12) months following the Covered Termination or such lesser number of months as Executive and Executive’s eligible dependents are eligible for such coverage; provided, however, that the Company will pay premiums for Executive and Executive’s eligible dependents only for coverage for which they were enrolled immediately prior to the Termination Date. Executive (and Executive’s dependents, as applicable) will be solely responsible for making a timely and accurate election for continuation of coverage pursuant to COBRA. No premium payments will be made by the Company pursuant to this paragraph following the effective date of Executive’s coverage by a health (including dental and vision) insurance plan of a subsequent employer or such other date on which Executive (and Executive’s dependents, as applicable) cease to be eligible for COBRA coverage. After the Severance Period, for the balance of the COBRA period, if any, Executive shall maintain any such coverage at Executive’s own expense. (v) After after taking into account any additional acceleration of vesting Executive may be entitled to receive receiving under any other plan document(s) governing the Options instituted prior to or agreement, the Company will accelerate the vesting of the Stock Awards such that the lesser of the following shall vest effective as of the Termination Date: (a) 50% of the then-unvested shares, rights, after this Agreement is executed); or units, as applicable subject to the Stock Awards; and (b) that number of shares, rights or units subject to each all such Stock Award shares that would have vested if Executive had worked for the Company for twelve (12) additional months beyond the Termination Date. This acceleration of vesting will be in addition to any acceleration of vesting of that the Stock Awards that Executive would otherwise receive under the Company’s 's 2000 Nonstatutory Equity Incentive Plan, the Company's 1999 Equity Incentive Plan, 2005 Equity Incentive Plan or any other documents plan document(s) governing the Stock AwardsOptions. In addition, Executive shall have one sixty (160) year months to exercise any vested Stock Awards, but Options in no event shall such exercise period extend beyond addition to any time specified in the expiration of plan document(s) governing the original term of the Stock AwardOptions. Except as expressly set forth herein, the Stock Awards The Options shall continue to be governed by the terms of the applicable award stock option agreements and equity incentive stock option plan documents. Notwithstanding anything With respect to the contrary contained hereinany Prior Grant intended to be an incentive stock option, the maximum number acceleration of months the vesting of accelerated vesting the Prior Grant and the extension of the time that may Executive shall have to exercise the Prior Grant as provided in Paragraph 1(b)(iv) of this Agreement are deemed to be credited to any Stock Award under a modification of the Prior Grant within the meaning of Section 424(h) of the Internal Revenue Code ("Code"). Such modification shall result in the granting of a new option as of the date of execution of this Agreement, when added including providing a new grant date for purposes of starting the holding period specified in Section 422(a)(1) of the Code and for purposes of the provision that the option price be not less than the fair market value of the stock at the time such option is granted as specified in Section 422(b)(4) of the Code. If Executive and the Company agree that the Prior Grant shall remain an incentive stock option and if the new option meets the requirements for incentive stock options specified in Section 422(b) of the Code, and the $100,000 per year limitation specified in Section 422(d) of the Code as of the date of execution of this Agreement, then the unexercised portion of the Prior Grant shall be appropriately modified as to any accelerated vesting provided for under any award agreement the date of grant and the option price; provided, however, that the option price shall be the greater of the original option price of the Prior Grant or equity the fair market value of the stock on the date of execution of this Agreement. If Executive and the Company do not agree that such Prior Grant shall remain an incentive plan documentsstock option, then the Prior Grant shall not exceed twenty-four (24) months in be deemed to be a nonstatutory stock option as of the aggregatedate of execution of this Agreement, and the Prior Grant shall be appropriately modified to reflect such changed status.

Termination Related to a Change of Control. If Executive’s employment is terminated without Cause (and other than as a result of Executive’s death or disability) or Executive resigns for Good Reason, in either case on Reason within ninety (90) days prior to or within twelve (12) months after a Change of Control (a “Covered Termination”)Control, and provided such termination constitutes a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), and provided Executive signs and allows to become effective a release substantially in the form (whichever is applicable) attached hereto as Exhibit A (the “Release”) within the time period provided therein), then the Company shall provide Executive with the following severance benefits (the “Benefits”):benefits: (i) The Company shall make severance payments to Executive in the form of continuation of Executive’s base salary (at the rate in effect on the Termination Date) Date for the first twelve (12) months following the Termination Date (the “Severance Period”). These payments will be made on the Company’s ordinary payroll dates and will be subject to standard payroll deductions and withholdings. (ii) The Company will pay Executive an amount equal to the Executive’s annual bonusbonus (provided the Executive is under a non-commission, Company bonus plan). The annual bonus will be calculated at one of the following rates, whichever is higher: (1) as if both Executive and the Company achieved one hundred (100) percent of their specified performance objectives for the year in which the Termination Date occursobjectives; or (2) the actual performance of the Company and Executive, determined as of the Termination Date, Executive as measured against the specified performance objectives for the year in which the Termination Date occursobjectives. This amount will be paid over the entire Severance Period on the Company’s ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings. (iii) The Company will pay the premiums necessary to continue Executive an additional amount of $3,000, which Executive may, but is not obligated to, use to pay for ’s life and health insurance benefits during the Severance Period. This amount will be paid over the Severance Period on the Company’s ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings. (iv) Provided that the Executive elects continued coverage under is not or is no longer an executive officer or director of the Consolidated Omnibus Budget Reconciliation Act of 1985Company, as amended (together with then the time period in which the Executive is required to repay any state promissory note, loan or local laws of similar effect, “COBRA”), other indebtedness to the Company will pay the premiums for Executive’s group health shall be extended by sixty (including dental and vision60) insurance coverage, including coverage for Executive’s eligible dependents, for a maximum period of twelve (12) months following the Covered Termination or such lesser number of months as Executive and Executive’s eligible dependents are eligible for such coverage; provided, however, that the Company will pay premiums for Executive and Executive’s eligible dependents only for coverage for which they were enrolled immediately prior to the Termination Date. Executive (and Executive’s dependents, as applicable) will be solely responsible for making a timely and accurate election for continuation of coverage pursuant to COBRA. No premium payments will be made by the Company pursuant to this paragraph following the effective date of Executive’s coverage by a health (including dental and vision) insurance plan of a subsequent employer or such other date on which Executive (and Executive’s dependents, as applicable) cease to be eligible for COBRA coverage. After the Severance Period, for the balance of the COBRA period, if any, Executive shall maintain any such coverage at Executive’s own expensemonths. (v) After taking into account any additional acceleration of vesting Executive may be entitled to receive under any other plan or agreement, the The Company will accelerate the vesting of the Stock Awards such that the lesser greater of the following shall vest effective as of within ten (10) days after the Termination Datedate Executive signs the Release: (a) 50% of the then-unvested shares, rights, or units, shares as applicable of the Termination Date subject to the Stock AwardsAwards (after taking into account any additional acceleration of vesting Executive may be receiving under any plan document(s) governing the Stock Awards instituted prior to or after this Agreement is executed) including any additional acceleration of vesting of restricted stock under any restricted stock agreement(s); and or (b) that number of shares, rights or units subject to each all such Stock Award shares that would have vested if Executive had worked for the Company for twelve (12) additional months beyond the Termination Date. This acceleration of vesting will be in addition to any acceleration of vesting of that the Stock Awards that Executive would otherwise receive under the Company’s 2000 Nonstatutory Equity Incentive Plan, 1999 Equity Incentive Plan, 2005 Equity Incentive Plan or any other documents plan document(s) including any additional acceleration of vesting of restricted stock under any restricted stock agreement(s) governing the Stock Awards. In addition, Executive shall have one sixty (160) year months to exercise any such vested Stock Awards, but Options in no event shall such exercise period extend beyond addition to any time specified in plan document(s) governing the expiration of the original term of the Stock AwardOptions. Except as expressly set forth herein, the The Stock Awards shall continue to be governed by the terms of the applicable award restricted stock agreement(s), stock option agreements and equity incentive plan documents. Notwithstanding anything . (vi) With respect to the contrary contained hereinany Prior Grant intended to be an incentive stock option, the maximum number acceleration of months the vesting of accelerated vesting the Prior Grant and the extension of the time that may Executive shall have to exercise the Prior Grant as provided in Paragraph 1(b)(iv) of this Agreement are deemed to be credited to any Stock Award under a modification of the Prior Grant within the meaning of Section 424(h) of the Internal Revenue Code (“Code”). Such modification shall result in the granting of a new option as of the date of execution of this Agreement, when added including providing a new grant date for purposes of starting the holding period specified in Section 422(a)(1) of the Code and for purposes of the provision that the option price be not less than the fair market value of the stock at the time such option is granted as specified in Section 422(b)(4) of the Code. If Executive and the Company agree that the Prior Grant shall remain an incentive stock option and if the new option meets the requirements for incentive stock options specified in Section 422(b) of the Code, and the $100,000 per year limitation specified in Section 422(d) of the Code as of the date of execution of this Agreement, then the unexercised portion of the Prior Grant shall be appropriately modified as to any accelerated vesting provided for under any award agreement the date of grant and the option price; provided, however, that the option price shall be the greater of the original option price of the Prior Grant or equity the fair market value of the stock on the date of execution of this Agreement. If Executive and the Company do not agree that such Prior Grant shall remain an incentive plan documentsstock option, then the Prior Grant shall not exceed twenty-four (24) months in be deemed to be a nonstatutory stock option as of the aggregatedate of execution of this Agreement, and the Prior Grant shall be appropriately modified to reflect such changed status.

Termination Related to a Change of Control. If Executive’s employment is terminated without Cause (and other than as a result of Executive’s death or disability) or Executive resigns for Good Reason, in either case on Reason within ninety (90) days prior to or within twelve (12) months after a Change of Control (a “Covered Termination”)Control, and provided such termination constitutes a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), and provided Executive signs and allows to become effective a release substantially in the form (whichever is applicable) attached hereto as Exhibit A (the “Release”) within the time period provided therein), then the Company shall provide Executive with the following severance benefits (the “Benefits”):benefits: (i) The Company shall make severance payments to Executive in the form of continuation of Executive’s base salary (at the rate in effect on the Termination Date) Date for the first twelve six (126) months following the Termination Date (the “Severance Period”). These payments will be made on the Company’s ordinary payroll dates and will be subject to standard payroll deductions and withholdings. (ii) The Company will pay Executive an amount equal to one-half (1/2) of Executive’s annual bonus. The annual bonus will be calculated at one of the following rates, whichever is higher: (1) as if both Executive and the Company achieved one hundred (100) percent of their specified performance objectives for the year in which the Termination Date occursobjectives; or (2) the actual performance of the Company and Executive, determined as of the Termination Date, Executive as measured against the specified performance objectives for the year in which the Termination Date occursobjectives. This amount will be paid over the entire Severance Period on the Company’s ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings. (iii) The Company will pay the premiums necessary to continue Executive an additional amount of $3,000, which Executive may, but is not obligated to, use to pay for ‘s life and health insurance benefits during the Severance Period. This amount will be paid over the Severance Period on the Company’s ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings. (iv) Provided that The time period in which Executive elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985is required to repay any promissory note, as amended (together with any state loan or local laws of similar effect, “COBRA”), other indebtedness to the Company will pay the premiums for Executive’s group health shall be extended by sixty (including dental and vision60) insurance coverage, including coverage for Executive’s eligible dependents, for a maximum period of twelve (12) months following the Covered Termination or such lesser number of months as Executive and Executive’s eligible dependents are eligible for such coverage; provided, however, that the Company will pay premiums for Executive and Executive’s eligible dependents only for coverage for which they were enrolled immediately prior to the Termination Date. Executive (and Executive’s dependents, as applicable) will be solely responsible for making a timely and accurate election for continuation of coverage pursuant to COBRA. No premium payments will be made by the Company pursuant to this paragraph following the effective date of Executive’s coverage by a health (including dental and vision) insurance plan of a subsequent employer or such other date on which Executive (and Executive’s dependents, as applicable) cease to be eligible for COBRA coverage. After the Severance Period, for the balance of the COBRA period, if any, Executive shall maintain any such coverage at Executive’s own expensemonths. (v) After The Company will accelerate the vesting of the Options such that the greater of the following shall vest within ten (10) days after the date Executive signs the Release: (a) 50% of the unvested shares as of the Termination Date subject to the Options (after taking into account any additional acceleration of vesting Executive may be entitled to receive receiving under any other plan document(s) governing the Options instituted prior to or agreement, the Company will accelerate the vesting of the Stock Awards such that the lesser of the following shall vest effective as of the Termination Date: (a) 50% of the then-unvested shares, rights, after this Agreement is executed); or units, as applicable subject to the Stock Awards; and (b) that number of shares, rights or units subject to each all such Stock Award shares that would have vested if Executive had worked for the Company for twelve (12) additional months beyond the Termination Date. This acceleration of vesting will be in addition to any acceleration of vesting of that the Stock Awards that Executive would otherwise receive under the Company’s 2000 Nonstatutory Equity Incentive Plan, the Company’s 1999 Equity Incentive Plan, 2005 Equity Incentive Plan or any other documents plan document(s) governing the Stock AwardsOptions. In addition, Executive shall have one sixty (160) year months to exercise any vested Stock Awards, but Options in no event shall such exercise period extend beyond addition to any time specified in the expiration of plan document(s) governing the original term of the Stock AwardOptions. Except as expressly set forth herein, the Stock Awards The Options shall continue to be governed by the terms of the applicable award stock option agreements and equity incentive stock option plan documents. Notwithstanding anything . (vi) With respect to the contrary contained hereinany Prior Grant intended to be an incentive stock option, the maximum number acceleration of months the vesting of accelerated vesting the Prior Grant and the extension of the time that may Executive shall have to exercise the Prior Grant as provided in Paragraph 1(b)(iv) of this Agreement are deemed to be credited to any Stock Award under a modification of the Prior Grant within the meaning of Section 424(h) of the Internal Revenue Code (“Code”). Such modification shall result in the granting of a new option as of the date of execution of this Agreement, when added to any accelerated vesting provided including providing a new grant date for under any award agreement or equity purposes of starting the holding period specified in Section 422(a)(1) of the Code and for purposes of the provision that the option price be not less than the fair market value of the stock at the time such option is granted as specified in Section 422(b)(4) of the Code. If Executive and the Company agree that the Prior Grant shall remain an incentive plan documentsstock option and if the new option meets the requirements for incentive stock options specified in Section 422(b) of the Code, shall not exceed twenty-four (24and the $100,000 per year limitation specified in Section 422(d) months in of the aggregate.Code as of the date

Termination Related to a Change of Control. If Executive’s 's employment is terminated without Cause (and other than as a result of Executive’s death or disability) or Executive resigns for Good Reason, in either case on or Reason within twelve (12) months after a Change of Control (a “Covered Termination”)Control, and provided such termination constitutes a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), and provided Executive signs and allows to become effective a release substantially in the form (whichever is applicable) attached hereto as Exhibit A (the “"Release”) within the time period provided therein"), then the Company shall provide Executive with the following severance benefits (the “Benefits”):benefits: (i) The Company shall make severance payments to Executive in the form of continuation of Executive’s 's base salary (at the rate in effect on the Termination Date) Date for the first twelve (12) months following the Termination Date (the “"Severance Period”"). These payments will be made on the Company’s 's ordinary payroll dates and will be subject to standard payroll deductions and withholdings. (ii) The Company will pay Executive an amount equal to the Executive’s 's annual bonusbonus (provided the Executive is under a non-commission Company bonus plan). The annual bonus will be calculated at one of the following rates, whichever is higher: (1) as if both Executive and the Company achieved one hundred (100) percent of their specified performance objectives for the year in which the Termination Date occursobjectives; or (2) the actual performance of the Company and Executive, determined as of the Termination Date, Executive as measured against the specified performance objectives for the year in which the Termination Date occursobjectives. This amount will be paid over the entire Severance Period on the Company’s 's ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings. (iii) The Company will pay the premiums necessary to continue Executive an additional amount of $3,000, which Executive may, but is not obligated to, use to pay for 's life and health insurance benefits during the Severance Period. This amount will be paid over the Severance Period on the Company’s ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings. (iv) Provided that Executive elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (together with any state or local laws of similar effect, “COBRA”), the Company will pay the premiums for Executive’s group health (including dental and vision) insurance coverage, including coverage for Executive’s eligible dependents, for a maximum period of twelve (12) months following the Covered Termination or such lesser number of months as Executive and Executive’s eligible dependents are eligible for such coverage; provided, however, that the Company will pay premiums for Executive and Executive’s eligible dependents only for coverage for which they were enrolled immediately prior to the Termination Date. Executive (and Executive’s dependents, as applicable) will be solely responsible for making a timely and accurate election for continuation of coverage pursuant to COBRA. No premium payments will be made by the Company pursuant to this paragraph following the effective date of Executive’s coverage by a health (including dental and vision) insurance plan of a subsequent employer or such other date on which Executive (and Executive’s dependents, as applicable) cease to be eligible for COBRA coverage. After the Severance Period, for the balance of the COBRA period, if any, Executive shall maintain any such coverage at Executive’s own expense. (v) After taking into account any additional acceleration of vesting Executive may be entitled to receive under any other plan or agreement, the The Company will accelerate the vesting of the Stock Awards such that the lesser of the following shall vest effective as of within ten (10) days after the Termination Datedate Executive signs the Release: (a) 50% of the then-unvested shares, rights, or units, as applicable applicable, as of the Termination Date subject to the Stock AwardsAwards (after taking into account any additional acceleration of vesting Executive may be receiving under any award agreements or equity incentive plan documents governing the Stock Awards instituted prior to or after the Effective Date); and or (b) that number of all such shares, rights or units subject to each such Stock Award that would have vested if Executive had worked for the Company for twelve (12) additional months beyond the Termination Date. This acceleration of vesting will be in addition to any acceleration of vesting of that the Stock Awards that Executive would otherwise receive under the Company’s 's 2000 Nonstatutory Equity Incentive Plan, 1999 Equity Incentive Plan, 2005 Equity Incentive Plan or any other equity incentive plan documents governing the Stock Awards. In additionWith respect to all Stock Awards except the Prior Grants, Executive shall have one sixty (160) year months to exercise any such vested Stock Awards in addition to any time specified in the award agreements and equity incentive plan documents governing such Stock Awards, but in no event shall such exercise period extend beyond the expiration of the original term date of the Stock Award. Except as expressly set forth herein, the The Stock Awards shall continue to be governed by the terms of the applicable award agreements and equity incentive plan documents. Notwithstanding anything to the contrary contained herein, the maximum number of months of accelerated additional vesting that may be credited to any Stock Award under this Agreement, when added to any accelerated additional vesting provided for under by any award agreement or equity incentive plan documents, shall not exceed twenty-four (24) months in the aggregate. (v) With respect to any Prior Grant intended to be an incentive stock option, the acceleration of the vesting of the Prior Grant and the extension of the time that Executive shall have to exercise the Prior Grant as provided in Paragraph 1(b)(iv) of this Agreement are deemed to be a modification of the Prior Grant within the meaning of Section 424(h) of the Internal Revenue Code ("Code"). Such modification shall result in the granting of a new option as of the date of execution of this Agreement, including providing a new grant date for purposes of starting the holding period specified in Section 422(a)(1) of the Code and for purposes of the provision that the option price be not less than the fair market value of the stock at the time such option is granted as specified in Section 422(b)(4) of the Code. If Executive and the Company agree that the Prior Grant shall remain an incentive stock option and if the new option meets the requirements for incentive stock options specified in Section 422(b) of the Code, and the $100,000 per year limitation specified in Section 422(d) of the Code as of the date of execution of this Agreement, then the unexercised portion of the Prior Grant shall be appropriately modified as to the date of grant and the option price; provided, however, that the option price shall be the greater of the original option price of the Prior Grant or the fair market value of the stock on the date of execution of this Agreement. If Executive and the Company do not agree that such Prior Grant shall remain an incentive stock option, then the Prior Grant shall be deemed to be a nonstatutory stock option as of the date of execution of this Agreement, and the Prior Grant shall be appropriately modified to reflect such changed status.