Common use of Termination Upon Change of Control Clause in Contracts

Termination Upon Change of Control. If any Plan Participant’s employment with a member of the Company Group is terminated by such Person other than for Cause or if any Plan Participant resigns from employment with such Person for Good Reason, in each case, within one year after a Change of Control, such Plan Participant shall receive a lump sum cash payment in an amount equal to the product of (x) the Change of Control Multiple and (y) Base Salary (the “Change of Control Payment”). The Change of Control Payment (i) will be payable by the Company to such Plan Participant in a lump sum within 30 days of such Plan Participant’s termination pursuant to the preceding sentence, (ii) is not subject to mitigation or reduction upon re-employment or otherwise and (iii) will be increased to provide for payment of an additional amount (the “Gross-Up Amount”) such that the net amount retained by the Plan Participant, after payment of (1) any excise taxes due on the Change of Control Payment under Section 4999 of the Code or any corresponding or applicable state law provision (“Excise Taxes”) and (2) any federal, state or local income tax and any Excise Taxes due in respect of the Gross-Up Amount, shall equal the Change of Control Payment. Clauses (i) and (ii) of the immediately preceding sentence shall apply to the Gross-Up Amount. Such Plan Participant shall also be entitled to the continuation of health benefits (subject to satisfying insurability requirements) and outplacement services during the Payout Period on the same basis as provided pursuant to Section 4(a), subject to mitigation upon re-employment and receipt of comparable benefits set forth in Section 4(a). Payments made upon termination following a Change of Control are in lieu of any severance payments described in Section 4(a) above that would otherwise be payable following such termination. Notwithstanding the foregoing, if any class of NEI common stock is publicly tradable on an established securities market, no amounts shall be paid pursuant to this Section 4(b) during the first 6 months following a Participants termination unless the payments satisfy the requirements for separation pay due to involuntary separation from service as provided in Treas. Reg. 1.409A-1(b)(9)(iii).

Termination Upon Change of Control. If any Plan Participant’s employment with a member In the event of the Company Group is terminated by such Person other than for Cause or if any Plan Participant resigns from employment with such Person for Good Reason, in each case, within one year after a Executive's Termination Upon Change of Control, such Plan Participant Executive shall receive a lump sum cash payment in an amount equal be entitled to the product following separation benefits: (i) all salary, accrued but unused vacation earned through the date of Executive's termination and Executive's target bonus for the year in which termination occurs, pro rated through the date of Executive's termination; (xii) twelve (12) months of Executive's Total Annual Earnings as in effect as of the date of such termination, less applicable withholding, paid in accordance with the Company's then normal payroll procedures; (iii) all stock options granted by the Company to the Executive prior to the Change of Control Multiple shall become fully vested and (y) Base Salary (immediately exercisable in full to the “extent such stock options remain outstanding and unexercised at the time of such Termination Upon Change of Control Payment”). The Change Control; (iv) within reasonable time following submission of Control Payment (i) will be payable proper expense reports by the Executive, the Company shall reimburse the Executive for all expenses reasonably and necessarily incurred by the Executive in connection with the business of the Company prior to his termination of employment; (v) continued provision of the Company's standard employee group health insurance coverages for twelve (12) months following termination. If such coverage included the Executive's dependents immediately prior to the date of termination, such dependents shall also be covered at Company expense. For purposes of title X of the Consolidated Budget Reconciliation Act of 1985, the date of the "qualifying event" for Executive and his dependents shall be the date upon which the Company-paid coverage terminates. Notwithstanding the above, in the event Executive becomes covered under another employer's group health plan during the period provided for herein, the Company shall cease provision of continued group health insurance for Executive; and (vi) Executive shall receive the benefits, if any, under the Company's 401(k) Plan Participant in a lump sum within 30 days of such Plan Participant’s termination and other Company benefit plans to which he may be entitled pursuant to the preceding sentence, (ii) is not subject to mitigation or reduction upon re-employment or otherwise and (iii) will be increased to provide for payment terms of an additional amount (the “Gross-Up Amount”) such that the net amount retained by the Plan Participant, after payment of (1) any excise taxes due on the Change of Control Payment under Section 4999 of the Code or any corresponding or applicable state law provision (“Excise Taxes”) and (2) any federal, state or local income tax and any Excise Taxes due in respect of the Gross-Up Amount, shall equal the Change of Control Payment. Clauses (i) and (ii) of the immediately preceding sentence shall apply to the Gross-Up Amount. Such Plan Participant shall also be entitled to the continuation of health benefits (subject to satisfying insurability requirements) and outplacement services during the Payout Period on the same basis as provided pursuant to Section 4(a), subject to mitigation upon re-employment and receipt of comparable benefits set forth in Section 4(a). Payments made upon termination following a Change of Control are in lieu of any severance payments described in Section 4(a) above that would otherwise be payable following such termination. Notwithstanding the foregoing, if any class of NEI common stock is publicly tradable on an established securities market, no amounts shall be paid pursuant to this Section 4(b) during the first 6 months following a Participants termination unless the payments satisfy the requirements for separation pay due to involuntary separation from service as provided in Treas. Reg. 1.409A-1(b)(9)(iii)plans.

Termination Upon Change of Control. If any Plan Participant’s employment with a member In the event that within ninety days (90) days of the Company Group is terminated by such Person other than for Cause or if any Plan Participant resigns from employment with such Person for Good Reason, in each case, within one year after a Change of Control, such Plan Participant Employee is terminated, or Employee’s status, title, position or responsibilities are materially reduced and Employee terminates his Employment, the Company shall receive a lump sum cash payment in an amount equal pay and/or provide to the product Employee, the following compensation and benefits, in lieu of (x) the Change of Control Multiple and (y) Base Salary (the “Change of Control Payment”). The Change of Control Payment any other payments due hereunder: (i) will be payable by the Company to such Plan Participant in a lump sum within 30 days of such Plan Participant’s termination pursuant to the preceding sentence, Accrued Obligations; (ii) is not subject to mitigation or reduction upon re-employment or otherwise the Continuation Benefits; and (iii) will be increased to provide for a lump sum payment of an additional amount within ten (the “Gross-Up Amount”10) such that the net amount retained by the Plan Participant, after payment of (1) any excise taxes due on the Change of Control Payment under Section 4999 days of the Code Termination Date equal to two times (A) Executive’s then current Base Salary plus (B) the Annual Bonus paid or any corresponding or applicable state law provision (“Excise Taxes”) and (2) any federal, state or local income tax and any Excise Taxes due in respect of the Gross-Up Amount, shall equal the Change of Control Payment. Clauses (i) and (ii) of the immediately preceding sentence shall apply payable to the Gross-Up Amount. Such Plan Participant shall also be entitled to the continuation of health benefits (subject to satisfying insurability requirements) and outplacement services during the Payout Period on the same basis as provided Executive pursuant to Section 4(a), subject 4 with respect to mitigation upon re-employment and receipt of comparable benefits set forth in Section 4(a). Payments made upon termination following a Change of Control are in lieu of any severance payments described in Section 4(a) above that would otherwise be payable following such terminationthe Company’s last full fiscal year ended prior to the Termination Date. Notwithstanding the foregoing, if any class the payment under this Section 9(b), either alone or together with other payments which the Employee has the right to receive from the Company, would constitute an “excess parachute payment” as defined in Section 280G of NEI common stock is publicly tradable on an established securities marketthe Internal Revenue Code of 1986, no amounts as amended (the “Code”), the aggregate of such credits or payments under this Agreement and other agreements shall be paid pursuant reduced to the largest amount as will result in no portion of such aggregate payments being subject to the excise tax imposed by Section 4999 of the Code. The priority of the reduction of excess parachute payments shall be in the discretion of the Employee. The Company shall give notice to the Employee as soon as practicable after its determination that Change of Control payments and benefits are subject to the excise tax, but no later than ten (10) days in advance of the due date of such Change of Control payments and benefits, specifying the proposed date of payment and the Change of Control benefits and payments subject to the excise tax. Employee shall exercise his option under this Section 4(b9(b) during by written notice to the first 6 months following a Participants termination unless Company within five (5) days in advance of the due date of the Change of Control payments satisfy and benefits specifying the requirements for separation pay due to involuntary separation from service as provided in Treas. Reg. 1.409A-1(b)(9)(iii)priority of reduction of the excess parachute payments.

Termination Upon Change of Control. (a) If a Change of Control (as defined below) occurs without the Executive's prior written consent, the Executive shall have the right to terminate this Agreement. At least ten (10) days prior to any Plan Participant’s employment with a member of the Company Group is terminated by such Person other than for Cause or if any Plan Participant resigns from employment with such Person for Good Reason, in each case, within one year after a proposed Change of Control, the Company shall notify Executive of its intention to effect such Plan Participant Change of Control, and the Executive shall thereupon have five (5) days from the actual receipt of such notice to give notice of his intention to terminate this Agreement in the event of the Change of Control. If, notwithstanding such notice by the Executive, the Company proceeds with such Change of Control, this Agreement shall be deemed terminated as of the effective date of the event constituting the Change of Control and the Executive shall receive a lump sum cash payment in cash, within ten (10) days of termination, (i) any compensation accrued and unpaid pursuant to Section 4 of this Agreement, (ii) an amount equal to the product balance of Executive's salary that would have been paid by the Company pursuant to Section 4.1 hereof over the full Term of this Agreement as if the Agreement had not been terminated, (xiii) an amount equal to Executive's bonus, if any, for the Change preceding 12-month period ended December 31, multiplied by the remaining years (including any fractional years) left under this Agreement since the date such bonus was determined by the Board of Control Multiple Directors plus (iv) an amount equal to $200,000 as severance under this Agreement. In the event that any payment (or portion thereof) to the Executive under this Section 5.5 is determined to constitute an "excess parachute payment," under Sections 28OG and (y) Base Salary (4999 of the “Change Internal Revenue Code of Control Payment”). The Change of Control Payment 1986, as amended, the following calculations shall be made: (i) will be payable by the Company to such Plan Participant in a lump sum within 30 days of such Plan Participant’s termination pursuant The after-tax value to the preceding sentence, Executive of the payments under this Section 5.5 without any reduction; and (ii) is not subject The after-tax value to mitigation or reduction upon re-employment or otherwise and (iii) will be increased the Executive of the payments under this Section 5.5 as reduced to provide for payment of an additional the maximum amount (the “Gross-Up "Maximum Amount”") such which may be paid to the Executive without a portion of the payments constituting an "excess parachute payment". If, after applying the agreed upon calculations set forth above, it is determined that the net amount retained by after-tax value determined under clause (ii) above is greater than the Plan Participant, after payment of (1) any excise taxes due on the Change of Control Payment after-tax value determined under Section 4999 of the Code or any corresponding or applicable state law provision (“Excise Taxes”) and (2) any federal, state or local income tax and any Excise Taxes due in respect of the Gross-Up Amount, shall equal the Change of Control Payment. Clauses clause (i) and (ii) of above, the immediately preceding sentence payments to Executive under this Section 5.5 shall apply be reduced to the Gross-Up Maximum Amount. Such Plan Participant shall also be entitled to the continuation of health benefits . (subject to satisfying insurability requirementsb) and outplacement services during the Payout Period on the same basis as provided pursuant to Section 4(a), subject to mitigation upon re-employment and receipt of comparable benefits set forth in Section 4(a). Payments made upon termination following If a Change of Control are in lieu occurs, regardless of any severance payments described in Section 4(a) above that would otherwise be payable following whether the Executive has consented to such termination. Notwithstanding Change of Control, Executive shall have the foregoing, if any class of NEI common stock is publicly tradable on an established securities market, no amounts shall be paid pursuant right to this Section 4(b) during the first 6 months following a Participants termination unless the payments satisfy the requirements for separation pay due to involuntary separation from service as provided in Treas. Reg. 1.409A-1(b)(9)(iii)resign.

Termination Upon Change of Control. If any Plan Participant’s employment with a member (a) In the event of the Company Group is terminated by such Person other than for Cause or if any Plan Participant resigns from employment with such Person for Good Reason, in each case, within one year after a Employee's Termination Upon Change of Control, such Plan Participant Employee shall receive a lump sum cash payment in an amount equal be entitled to the product following separation benefits: (i) those benefits earned under Section 2 (other than any unpaid incentive bonus) through the date of Employee's termination; (ii) Employee's employment as an officer of the Company shall terminate immediately; however, the Company shall continue Employee's employment as a non-officer employee of the Company for one year (the "Severance Period"). During such period, Employee shall be entitled to the greater of (xi) Employee's then current salary at the time of the Change of Control Multiple Event, or (ii) Employee's salary and bonus over the preceding twelve months, in either case less applicable withholding, payable in accordance with the Company's normal payroll practices; (yiii) Base Salary within ten days of submission of proper expense reports by the Employee, the Company shall reimburse the Employee for all expenses reasonably and necessarily incurred by the Employee in connection with the business of the Company prior to his termination of employment; (iv) continued provision of the “Company's standard employee medical insurance coverages through the end of the Severance Period; thereafter, Employee shall be entitled to elect continued medical insurance coverage in accordance with the applicable provisions of federal law (COBRA). Notwithstanding the above, in the event Employee becomes covered under another employer's group health plan during the period provided for herein, the Company shall cease provision of continued group health insurance for Employee; and (v) notwithstanding any provisions to the contrary contained in any stock option agreement between the Company and the Employee, upon a Termination Upon Change of Control Payment”). The Change of Control Payment (i) will be payable all stock options granted by the Company to such Plan Participant in a lump sum within 30 days of such Plan Participant’s termination pursuant the Employee prior to the preceding sentence, (ii) is not subject to mitigation or reduction upon re-employment or otherwise and (iii) will be increased to provide for payment of an additional amount (the “Gross-Up Amount”) such that the net amount retained by the Plan Participant, after payment of (1) any excise taxes due on the Change of Control Payment under Event, which are not accelerated pursuant to the provisions of Section 4999 5, shall continue to vest during the term of the Code or any corresponding or applicable state law provision (“Excise Taxes”) Severance Period, to the extent such stock options remain outstanding and (2) any federal, state or local income tax and any Excise Taxes due in respect unexercised at the time of the Gross-Up Amount, shall equal the such Termination Upon Change of Control PaymentControl. Clauses (iThis Subsection 4(a)(v) and (ii) of the immediately preceding sentence shall apply to all such stock option agreements, whether heretofore or hereafter entered into between the Gross-Up AmountCompany and the Employee. (b) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity which offers products or services that are competitive with any products or services offered by the Company or with any products or services that Employee is aware the Company intends to offer, Employee shall be deemed to have resigned from his employment with the Company effective immediately upon such acceptance of employment or provision of services. Such Plan Participant Upon such resignation, Employee shall also not be entitled to the continuation of health any further payments or benefits (subject to satisfying insurability requirements) and outplacement services during the Payout Period on the same basis as provided pursuant under this Section 4. (c) In the event that Employee accepts employment with, or provides any services to Section 4(a(whether as a partner, consultant, joint venturer or otherwise), subject any person or entity while Employee continues to mitigation upon re-employment and receipt of comparable receive any separation benefits set forth in Section 4(a). Payments made upon termination following a Change of Control are in lieu of any severance payments described in Section 4(a) above that would otherwise be payable following such termination. Notwithstanding the foregoing, if any class of NEI common stock is publicly tradable on an established securities market, no amounts shall be paid pursuant to this Section 4(b) during 4, Employee shall immediately notify the first 6 months following a Participants termination unless Company of such acceptance and provide to the payments satisfy Company information with respect to such person or entity as the requirements for separation pay due Company may reasonably request in order to involuntary separation from service as provided in Treas. Reg. 1.409A-1(b)(9)(iii)determine if that person's or entity's products or services are competitive with the Company's.

Termination Upon Change of Control. If any Plan Participant’s employment with a member 4.1. In the event of the Company Group is terminated by such Person other than for Cause or if any Plan Participant resigns from employment with such Person for Good Reason, in each case, within one year after a Executive's Termination Upon Change of Control, Executive shall be entitled to the following severance benefits: 4.1.1. Executive shall be entitled to receive all salary, accrued vacation earned through the date of Executive's termination and Executive's annual incentive bonus for the year in which termination occurs, pro rated through the date of Executive's termination, all less applicable withholding; 4.1.2. Executive shall be entitled to receive an additional twelve months' of Executive's base salary as in effect on the date of such Plan Participant shall receive a lump sum cash payment in termination, plus an additional amount equal to 100% of Executive's annual incentive bonus for the product of (x) year in which the Change of Control Multiple and (y) Base Salary (the “Change of Control Payment”). The Change of Control Payment (i) will be payable by the Company to such Plan Participant termination occurs, all less applicable withholding, paid in a lump sum within 30 thirty (30) days of such Plan Participant’s termination of employment; 4.1.3. Executive shall be entitled to receive reimbursement for all expenses that Executive reasonably and necessarily incurred by Executive in connection with the business of the Company prior to Executive's termination of employment, within ten (10) days of submission of proper expense reports by Executive; 4.1.4. Executive and/or Executive's dependents shall be entitled to elect continued group health plan coverage in accordance with the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") and the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). The Company will pay the full premium for continuation coverage for Executive and/or Executive's dependents for a period of 12 months following the date of Executive's Termination Upon Change of Control. Notwithstanding the above, Company shall cease providing continued group health plan coverage for Executive and/or Executive's dependents in the event that, at any juncture during the period of continuation coverage provided for herein, Executive and/or Executive's dependents become(s) covered under another employer's group health plan that (i) has no preexisting condition exclusions or (ii) has a preexisting condition exclusion that does not apply to Executive and/or Executive's dependents or is satisfied by the creditable coverage of Executive and/or Executive's dependents in accordance with HIPAA; 4.1.5. Executive payments received under this Section 4 shall be entitled to receive the benefits, if any, under the Company's 401(k) Plan, qualified deferred compensation plan, employee stock purchase plan and other Company benefit plans to which he may be entitled pursuant to the preceding sentence, (ii) is not subject to mitigation or reduction upon re-employment or otherwise and (iii) will be increased to provide for payment terms of an additional amount (the “Gross-Up Amount”) such that the net amount retained by the Plan Participant, after payment of (1) any excise taxes due on the Change of Control Payment under Section 4999 of the Code or any corresponding or applicable state law provision (“Excise Taxes”) and (2) any federal, state or local income tax and any Excise Taxes due in respect of the Gross-Up Amount, plans; and 4.1.6. Executive shall equal the Change of Control Payment. Clauses (i) and (ii) of the immediately preceding sentence shall apply to the Gross-Up Amount. Such Plan Participant shall also be entitled to the continuation of health benefits (subject to satisfying insurability requirements) and receive outplacement services during and Career Counseling at the Payout Period on Company's expense for a period of 12months after the same basis as provided pursuant to Section 4(a), subject to mitigation upon re-employment and receipt date of comparable benefits set forth in Section 4(a). Payments made upon termination following a the Termination Upon Change of Control are in lieu of any severance payments described in Section 4(a) above that would otherwise be payable following such termination. Notwithstanding the foregoing, if any class of NEI common stock is publicly tradable on an established securities market, no amounts shall be paid pursuant to this Section 4(b) during the first 6 months following a Participants termination unless the payments satisfy the requirements for separation pay due to involuntary separation from service as provided in Treas. Reg. 1.409A-1(b)(9)(iii)Control.

Termination Upon Change of Control. If any Plan Participant’s employment with a member of Notwithstanding anything to the Company Group is terminated by such Person other than for Cause or if any Plan Participant resigns from employment with such Person for Good Reasoncontrary set forth herein, in each casethe event that, within one year after a Change of Control, such Plan Participant shall either (i) your employment is terminated by the Corporation without Cause within twelve (12) months following a Change in Control, or (ii) you resign from your employment for Good Reason (as hereinafter defined) within twelve (12) months following a Change in Control: you will be entitled to receive a lump sum cash payment from the Corporation, in addition to the portion of your Base Salary that has been earned through your last day of employment and is then payable, but that has not yet been paid, and in lieu of any amounts you are entitled to receive pursuant to all other provisions of this Agreement: (A) an amount equal to your Base Salary for a period of twelve (12) months from the product termination date, payable in a single lump sum; (B) an amount equal to your earned bonus for the calendar year in which your employment termination occurs, plus any amount of your bonus for the prior calendar year that has been earned but that has not yet been paid, payable in a single lump sum; (C) an amount equal to your annual bonus for the calendar year in which your employment termination occurs, payable in a single lump sum; (D) reimbursement of the medical and dental insurance premiums for you and your eligible dependents under the Corporation’s group insurance plans at the same level you elected and was in effect as of the effective date of the termination of your employment for a period of (x12) months from the termination date, in each case subject to all applicable tax deductions and withholdings; and (E) a lump sum amount equivalent to the full gross value of your accrued vacation that has not been taken as of the effective date of your termination, calculated and paid at the rate of your then-effective gross Base Salary; provided, however, that no severance payments or insurance reimbursements shall be paid or owed unless you first sign and deliver to the Corporation a covenant not to sxx, which release and covenant shall be in a form prepared by and satisfactory to the Corporation and may incorporate post-employment obligations on your part consistent with those contemplated by this Agreement, as it may be hereafter amended and in effect upon the termination of your employment. For purposes this Agreement, “Good Reason” shall be deemed to exist with respect to any termination by your employment for any of the following reasons: (i) the relocation of the office of the Corporation at which you are principally based to a location that is more than 50 miles from the location of the Corporation’s office as of the date of this Agreement provided that such new location is more than 50 miles from the location of your primary residence as of the date of this Agreement; (ii) any failure by the Corporation to comply in all material respects with any material term of this Agreement; (iii) your demotion to a lesser position than described in Section 1 hereof or a substantial diminution of your authority, duties or responsibilities as in effect on the date of this Agreement; or (iv) a material diminution of your Base Salary and benefits, in the aggregate, unless such reduction is part of a Corporation-wide reduction in compensation and/or benefits for all of its senior executives; provided, however, that “Good Reason” shall not include a termination of your employment upon your death or disability or by the Corporation for Cause, or a reduction in title, position, responsibilities or duties solely by virtue of the Corporation being acquired in the Change of Control Multiple and made part of, or operated as a subsidiary or division of, a larger company or organization, so long as such new duties and responsibilities are reasonably commensurate with your experience. You may not resign with Good Reason, and shall not be considered to have done so for any purpose of this Agreement, unless (yA) Base Salary (you, within 60 days after the “Change initial existence of Control Payment”). The Change of Control Payment (i) will be payable the act or failure to act by the Company Corporation that constitutes “Good Reason” within the meaning of this Agreement, provide the Corporation with written notice that describes, in particular detail, the act or failure to act that you believe to constitute “Good Reason” and identify the particular clause of this paragraph that you contend is applicable to such Plan Participant in a lump sum act or failure to act; (B) the Corporation, within 30 days after its receipt of such Plan Participant’s notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination pursuant by you of your employment relationship with the Corporation, and (C) you actually resign your employment with the Corporation on or before that date that is six calendar months after the initial existence of the act or failure to act by the Corporation that constitutes “Good Reason.” If the requirements of the preceding sentencesentence are not fully satisfied on a timely basis, (ii) is then your resignation from your employment with the Corporation shall not subject be deemed to mitigation or reduction upon re-employment or otherwise and (iii) will be increased to provide have been for payment of an additional amount (the “Gross-Up Amount”) such that the net amount retained by the Plan Participant, after payment of (1) any excise taxes due on the Change of Control Payment under Section 4999 of the Code or any corresponding or applicable state law provision (“Excise Taxes”) and (2) any federal, state or local income tax and any Excise Taxes due in respect of the Gross-Up Amount, Good Reason,” you shall equal the Change of Control Payment. Clauses (i) and (ii) of the immediately preceding sentence shall apply to the Gross-Up Amount. Such Plan Participant shall also not be entitled to any of the continuation of health benefits (subject to satisfying insurability requirements) which you would have been entitled if you had resigned your employment with the Corporation for “Good Reason,” and outplacement services during the Payout Period on the same basis as provided pursuant Corporation shall not be required to Section 4(a), subject to mitigation upon re-employment and receipt of comparable benefits set forth in Section 4(a). Payments made upon termination following a Change of Control are in lieu of pay any severance payments described in Section 4(a) above amount that would otherwise be payable following such termination. Notwithstanding the foregoing, if any class of NEI common stock is publicly tradable on an established securities market, no amounts shall be paid pursuant have been due to you under this Section 4(b) during 17 had you resigned with “Good Reason. 3. All provisions of the first 6 months following a Participants Employment Agreement, as amended by this Amendment, that by their terms, whether express or implied, are intended to continue beyond the termination unless of your employment by the payments satisfy Corporation shall thereafter continue in effect. 4. All of the requirements for separation pay due terms, provisions, covenants and conditions of the Employment Agreement shall hereafter continue in full force and effect in accordance with their terms, except to involuntary separation from service as provided the extent amended, modified or revised in Treas. Reg. 1.409A-1(b)(9)(iii)this Amendment.

Termination Upon Change of Control. If any Plan Participant’s employment with a member 4.1. In the event of the Company Group is terminated by such Person other than for Cause or if any Plan Participant resigns from employment with such Person for Good Reason, in each case, within one year after a Executive's Termination Upon Change of Control, Executive shall be entitled to the following severance benefits: 4.1.1. Executive shall be entitled to receive all salary, accrued vacation earned through the date of Executive's termination and Executive's annual incentive bonus for the year in which termination occurs, pro rated through the date of Executive's termination, all less applicable withholding; 4.1.2. Executive shall be entitled to receive an additional eighteen months' of Executive's base salary as in effect on the date of such Plan Participant shall receive a lump sum cash payment in termination, plus an additional amount equal to 150% of Executive's annual incentive bonus for the product of (x) year in which the Change of Control Multiple and (y) Base Salary (the “Change of Control Payment”). The Change of Control Payment (i) will be payable by the Company to such Plan Participant termination occurs, all less applicable withholding, paid in a lump sum within 30 thirty (30) days of such Plan Participant’s termination of employment; 4.1.3. Executive shall be entitled to receive reimbursement for all expenses that Executive reasonably and necessarily incurred by Executive in connection with the business of the Company prior to Executive's termination of employment, within ten (10) days of submission of proper expense reports by Executive; 4.1.4. Executive and/or Executive's dependents shall be entitled to elect continued group health plan coverage in accordance with the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") and the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). The Company will pay the full premium for continuation coverage for Executive and/or Executive's dependents for a period of 18 months following the date of Executive's Termination Upon Change of Control. Notwithstanding the above, Company shall cease providing continued group health plan coverage for Executive and/or Executive's dependents in the event that, at any juncture during the period of continuation coverage provided for herein, Executive and/or Executive's dependents become(s) covered under another employer's group health plan that (i) has no preexisting condition exclusions or (ii) has a preexisting condition exclusion that does not apply to Executive and/or Executive's dependents or is satisfied by the creditable coverage of Executive and/or Executive's dependents in accordance with HIPAA; 4.1.5. Executive payments received under this Section 4 shall be entitled to receive the benefits, if any, under the Company's 401(k) Plan, qualified deferred compensation plan, employee stock purchase plan and other Company benefit plans to which he may be entitled pursuant to the preceding sentence, (ii) is not subject to mitigation or reduction upon re-employment or otherwise and (iii) will be increased to provide for payment terms of an additional amount (the “Gross-Up Amount”) such that the net amount retained by the Plan Participant, after payment of (1) any excise taxes due on the Change of Control Payment under Section 4999 of the Code or any corresponding or applicable state law provision (“Excise Taxes”) and (2) any federal, state or local income tax and any Excise Taxes due in respect of the Gross-Up Amount, plans; and 4.1.6. Executive shall equal the Change of Control Payment. Clauses (i) and (ii) of the immediately preceding sentence shall apply to the Gross-Up Amount. Such Plan Participant shall also be entitled to receive outplacement services and Career Counseling at the continuation Company's expense for a period of health benefits 12 months after the date of the Termination Upon Change of Control. 4.1.7. All options or restricted stock granted by the Company to the Executive and held by the Executive shall become vested and exercisable (and no longer subject to satisfying insurability requirementsrepurchase by the Company) and outplacement services during in full, effective upon the Payout Period on the same basis as provided pursuant to Section 4(a), subject to mitigation upon re-employment and receipt of comparable benefits set forth in Section 4(a). Payments made upon termination following a Executive's Termination Upon Change of Control are in lieu of any severance payments described in Section 4(a) above that would otherwise be payable following such termination. Notwithstanding the foregoing, if any class of NEI common stock is publicly tradable on an established securities market, no amounts shall be paid pursuant to this Section 4(b) during the first 6 months following a Participants termination unless the payments satisfy the requirements for separation pay due to involuntary separation from service as provided in Treas. Reg. 1.409A-1(b)(9)(iii)Control.

Termination Upon Change of Control. If any Plan ParticipantUpon a Change of Control, as defined in Section 13.1 of the Plan, if, pursuant to Section 3(b)(4), (i) the Company or its successor elects not to continue the Employee’s employment with a member as of the date of the Change of Control, (ii) the Company Group is terminated by such Person or its successor terminates the Employee’s employment any time within 12 months following the date of the Change of Control for any reason other than Cause pursuant to Section 3(b)(i), or (iii) the Employee voluntarily terminates his employment as a result of the Company’s or its successor’s substantial reduction in the Employee’s duties and responsibilities related to the Company’s business or assets (recognizing that the Employee’s actual title and reporting responsibilities may be different, as a result of working for Cause or if any Plan Participant resigns from employment with such Person for Good Reason, in each case, within one year a larger organization after a Change of Control, such Plan Participant but his title and responsibilities shall receive not be less subordinate than the senior financial or operations officer of a lump sum cash payment in an amount equal to surviving company’s subsidiary or division whose primary business is substantially comprised of the product business of the Company), then the Employee shall be paid (xa) his then current Salary for a period of 6 months from the Change date that notice of Control Multiple and (y) Base Salary (the “Change of Control Payment”). The Change of Control Payment (i) will be payable termination is delivered by the Company pursuant to Section 3(b)(4) in accordance with the Company’s standard payroll practices, (b) benefits payable to the Employee pursuant to the terms and conditions of any benefit plan in which the Employee participated during the term of his employment, the right to which had vested on the date of his termination under the terms and conditions of such Plan Participant plans, and (c) any unpaid expense reimbursement, which unpaid expenses shall be paid in a one lump sum within 30 10 business days of such the Termination Date. In addition, the vesting of any stock options or other incentive awards awarded under the Plan Participant’s termination pursuant shall immediately vest if the acquiring entity or successor to the preceding sentenceCompany does not assume such stock options or incentive awards or replace them with substantially equivalent stock options or incentive awards, (ii) or if so assumed or replaced, the Employee’s employment is not subject to mitigation or reduction upon re-employment or otherwise and (iii) will be increased to provide for payment of an additional amount (the “Gross-Up Amount”) such that the net amount retained by the Plan Participant, after payment of (1) any excise taxes due on the Change of Control Payment under Section 4999 of the Code or any corresponding or applicable state law provision (“Excise Taxes”) and (2) any federal, state or local income tax and any Excise Taxes due in respect of the Gross-Up Amount, shall equal the Change of Control Payment. Clauses (i) and (ii) of the immediately preceding sentence shall apply to the Gross-Up Amount. Such Plan Participant shall also be entitled to the continuation of health benefits (subject to satisfying insurability requirements) and outplacement services during the Payout Period on the same basis as provided pursuant to Section 4(a), subject to mitigation upon re-employment and receipt of comparable benefits set forth in Section 4(a). Payments made upon termination following a Change of Control are in lieu of any severance payments described in Section 4(a) above that would otherwise be payable following such termination. Notwithstanding the foregoing, if any class of NEI common stock is publicly tradable on an established securities market, no amounts shall be paid subsequently terminated pursuant to this Section 4(b4(c)(ii) during or 4(c)(iii). The Company or its successor shall only be obligated to make the first 6 months following foregoing payment if the Employee (1) has returned all Company property in the Employee’s possession, (2) has resigned as a Participants termination unless member of the payments satisfy Board of Directors of all subsidiaries of the requirements for separation pay due Company (to involuntary separation from service as the extent applicable), and (3) signs (and does not revoke) a general release in a form to be provided in Treas. Reg. 1.409A-1(b)(9)(iii)by the Company.

Termination Upon Change of Control. If any Plan Participant’s employment with a member In the event that within ninety days (90) days of the Company Group is terminated by such Person other than for Cause or if any Plan Participant resigns from employment with such Person for Good Reason, in each case, within one year after a Change of Control, such Plan Participant Employee is terminated, or Employee’s status, title, position or responsibilities are materially reduced and Employee terminates her Employment, the Company shall receive a lump sum cash payment in an amount equal pay and/or provide to the product Employee, the following compensation and benefits, in lieu of (x) the Change of Control Multiple and (y) Base Salary (the “Change of Control Payment”). The Change of Control Payment any other payments due hereunder: (i) will be payable by the Company to such Plan Participant in a lump sum within 30 days of such Plan Participant’s termination pursuant to the preceding sentence, Accrued Obligations; (ii) is not subject to mitigation or reduction upon re-employment or otherwise the Continuation Benefits; and (iii) will be increased to provide for a lump sum payment of an additional amount within ten (the “Gross-Up Amount”10) such that the net amount retained by the Plan Participant, after payment of (1) any excise taxes due on the Change of Control Payment under Section 4999 days of the Code Termination Date equal to two times (A) Executive’s then current Base Salary plus (B) the Annual Bonus paid or any corresponding or applicable state law provision (“Excise Taxes”) and (2) any federal, state or local income tax and any Excise Taxes due in respect of the Gross-Up Amount, shall equal the Change of Control Payment. Clauses (i) and (ii) of the immediately preceding sentence shall apply payable to the Gross-Up Amount. Such Plan Participant shall also be entitled to the continuation of health benefits (subject to satisfying insurability requirements) and outplacement services during the Payout Period on the same basis as provided Executive pursuant to Section 4(a), subject 4 with respect to mitigation upon re-employment and receipt of comparable benefits set forth in Section 4(a). Payments made upon termination following a Change of Control are in lieu of any severance payments described in Section 4(a) above that would otherwise be payable following such terminationthe Company’s last full fiscal year ended prior to the Termination Date. Notwithstanding the foregoing, if any class the payment under this Section 9(b), either alone or together with other payments which the Employee has the right to receive from the Company, would constitute an “excess parachute payment” as defined in Section 280G of NEI common stock is publicly tradable on an established securities marketthe Internal Revenue Code of 1986, no amounts as amended (the “Code”), the aggregate of such credits or payments under this Agreement and other agreements shall be paid pursuant reduced to the largest amount as will result in no portion of such aggregate payments being subject to the excise tax imposed by Section 4999 of the Code. The priority of the reduction of excess parachute payments shall be in the discretion of the Employee. The Company shall give notice to the Employee as soon as practicable after its determination that Change of Control payments and benefits are subject to the excise tax, but no later than ten (10) days in advance of the due date of such Change of Control payments and benefits, specifying the proposed date of payment and the Change of Control benefits and payments subject to the excise tax. Employee shall exercise her option under this Section 4(b9(b) during by written notice to the first 6 months following a Participants termination unless Company within five (5) days in advance of the due date of the Change of Control payments satisfy and benefits specifying the requirements for separation pay due to involuntary separation from service as provided in Treas. Reg. 1.409A-1(b)(9)(iii)priority of reduction of the excess parachute payments.

Termination Upon Change of Control. If any Plan Participant’s employment with a member 4.1. In the event of the Company Group is terminated by such Person other than for Cause or if any Plan Participant resigns from employment with such Person for Good Reason, in each case, within one year after a Executive's Termination Upon Change of Control, such Plan Participant Executive shall be entitled to the following severance benefits: 4.1.1. Executive shall be entitled to receive all salary and accrued vacation earned through the date of Executive's termination for the year in which termination occurs, pro rated through the date of Executive's termination, plus the Executive’s actual incentive bonus earned through the date of Executive’s termination, all less applicable withholding. In the event that any portion of the Executive’s actual incentive bonus earned is not determinable as of the date of termination, Executive shall receive a lump sum cash payment in for that portion an amount equal to the product pro rated portion of Executive’s annual target incentive bonus for the year in which termination occurs, less applicable withholding; 4.1.2. Executive shall be entitled to receive an additional eighteen (x18) months' of Executive's base salary as in effect on the Change date of Control Multiple and such termination (ywithout giving effect to any reduction resulting in Constructive Termination), plus an additional amount equal to one hundred fifty percent (150%) Base Salary (of Executive's annual incentive bonus for the “Change year in which the termination occurs at the target level of Control Payment”). The Change performance, all less applicable withholding, paid, subject to the provisions of Control Payment (i) will be payable by the Company to such Plan Participant Section 18.1.4, in a lump sum within 30 thirty (30) days of termination of employment; 4.1.3. Executive shall be entitled to receive reimbursement for all expenses that Executive reasonably and necessarily incurred by Executive in connection with the business of the Company prior to Executive's termination of employment, within ten (10) days of submission of proper expense reports by Executive, provided that such reports are submitted not later than ninety (90) days following such termination of employment; 4.1.4. Executive and/or Executive's dependents shall be entitled to elect continued group health plan coverage in accordance with the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") and the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). The Company will pay the full premium for continuation coverage for Executive and/or Executive's dependents for a period of eighteen (18) months following the date of Executive's Termination Upon Change of Control. Notwithstanding the above, Company shall cease to pay the premium for continued group health plan coverage for Executive and/or Executive's dependents, as the case may be, in the event that, at any juncture during the period of continuation coverage provided for herein, Executive and/or Executive's dependents become(s) covered under another employer's group health plan that (i) has no preexisting condition exclusions or (ii) has a preexisting condition exclusion that does not apply to Executive and/or Executive's dependents or is satisfied by the creditable coverage of Executive and/or Executive's dependents in accordance with HIPAA; 4.1.5. Executive shall be entitled to receive accrued benefits, if any, under the Company's 401(k) Plan Participant’s and other Company benefit plans (other than any such plans providing severance, termination or similar payments or benefits) to which he may be entitled pursuant to the preceding sentence, (ii) is not subject terms of such plans with respect to mitigation or reduction upon re-employment or otherwise and (iii) will be increased to provide for payment of an additional amount (Executive's service through the “Gross-Up Amount”) such that the net amount retained by the Plan Participant, after payment of (1) any excise taxes due on the Termination Upon Change of Control Payment under Section 4999 Control, in accordance with the terms of the Code or any corresponding or applicable state law provision (“Excise Taxes”) and (2) any federal, state or local income tax and any Excise Taxes due in respect of the Gross-Up Amount, such plans; and 4.1.6. Executive shall equal the Change of Control Payment. Clauses (i) and (ii) of the immediately preceding sentence shall apply to the Gross-Up Amount. Such Plan Participant shall also be entitled to receive outplacement services and career counseling at the continuation Company's expense for a period of health benefits twelve (12) months after the date of the Termination Upon Change of Control. 4.1.7. All Equity Awards granted by the Company to Executive and held by Executive shall become vested and exercisable (and no longer subject to satisfying insurability requirementsforfeiture or repurchase by the Company) in full, effective upon Executive’s Termination Upon Change of Control. If the provisions of this Section 4.1.7 are applicable to an Equity Award subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and outplacement services during the Payout Period on immediate payment of the same basis as provided pursuant to Equity Award contemplated by this Section 4(a)4.1.7 would result in taxation under Section 409A, subject to mitigation upon re-employment and receipt payment of comparable benefits set forth in Section 4(a). Payments such Equity Award shall be made upon termination following a Change the earliest date upon which such payment may be made without resulting in taxation under Section 409A of Control are in lieu of any severance payments described in Section 4(a) above that would otherwise be payable following such termination. Notwithstanding the foregoing, if any class of NEI common stock is publicly tradable on an established securities market, no amounts shall be paid pursuant to this Section 4(b) during the first 6 months following a Participants termination unless the payments satisfy the requirements for separation pay due to involuntary separation from service as provided in Treas. Reg. 1.409A-1(b)(9)(iii)Code.

Termination Upon Change of Control. If any Plan Participant’s employment with In the event of a member of the Company Group is terminated by such Person other than for Cause or if any Plan Participant resigns from employment with such Person for Good Reason, in each case, within one year after a “Change of Control, such Plan Participant shall receive a lump sum cash payment in an amount equal ” (as defined pursuant to the product TRX, Inc. Omnibus Incentive Plan, as amended from time to time), Employee shall have the right to terminate this Employment Contract by sending written notice of such termination to the Company within sixty (x60) days after Employee receives notice of the occurrence of such Change of Control Multiple Control. Such written notice by Employee shall contain the proposed termination date which shall be no less than sixty (60) days and no more than one-hundred twenty (y120) Base Salary (days after the “Change Company’s receipt of Control Payment”such notice. In the event Employee sends notice of termination pursuant to this Section 6(f). The Change of Control Payment , then on the termination date: (i) will be payable the Company shall pay Employee any earned but unpaid Base Salary through his termination date; (ii) reimbursement for COBRA continuation premiums that the Employee and/or his covered spouse and dependents incur for group health plan coverages for a period of up to 18 months; (iii) the Company shall pay Employee the payments described under Section 3(h), (i), and (m) of the Employment Contract for the remainder of the Term of the Employment Contract; and (iv) any stock options held by the Company to such Plan Participant Employee that are not then exercisable shall become immediately exercisable. Such payments shall be made as follows: the amounts payable under subsection (i) shall be made in a lump sum payment within 30 thirty (30) days following termination of such Plan Participant’s termination pursuant to employment, and the preceding sentence, amounts payable under subsection (ii) is not subject to mitigation or reduction upon re-employment or otherwise and (iii) will shall be increased to provide made in monthly increments following his date of termination for payment the specified period of an additional amount (the “Gross-Up Amount”) such that the net amount retained by the Plan Participant, after payment of (1) any excise taxes due on the Change of Control Payment under Section 4999 of the Code or any corresponding or applicable state law provision (“Excise Taxes”) and (2) any federal, state or local income tax and any Excise Taxes due in respect of the Gross-Up Amount, shall equal the Change of Control Payment. Clauses (i) and (ii) of the immediately preceding sentence shall apply to the Gross-Up Amount. Such Plan Participant shall also be entitled to the continuation of health benefits (subject to satisfying insurability requirements) and outplacement services during the Payout Period on the same basis as provided pursuant to Section 4(a), subject to mitigation upon re-employment and receipt of comparable benefits set forth in Section 4(a). Payments made upon termination following a Change of Control are in lieu of any severance payments described in Section 4(a) above that would otherwise be payable following such terminationpayment. Notwithstanding the foregoing, if any class for compliance with Section 409A of NEI common stock is publicly tradable on an established securities marketthe Internal Revenue Code of 1986, no amounts shall be payable to the Employee (or his spouse or dependents) under this subsection (c) before the date that is six (6) months following the date of the Employee’s termination of employment; provided, however, that the acceleration of vesting of any stock option shall occur on the Employee’s termination date. On the date that is six (6) months following the date of the Employee’s termination of employment hereunder, the Employee shall be paid pursuant to a lump sum amount representing the amounts that would have been paid under this Section 4(b) section during the first 6 months following a Participants termination unless 6-month delay period but for the delay provision, and thereafter, the Employee shall receive cash payments satisfy on the requirements above-specified monthly basis.” 14. Except as specifically amended herein, the Employment Contract shall remain in full force and effect. 15. This Fifth Amendment may be executed in one or more counterparts, each of which shall for separation pay due all purposes be deemed to involuntary separation from service as provided in Treas. Reg. 1.409A-1(b)(9)(iii)be an original and all of which shall constitute the same instrument.

Termination Upon Change of Control. If any Plan Participant’s employment with (a) Anything hereinabove to the contrary notwithstanding, if the Executive is not fully vested in the amount set forth in Schedule A, he will become fully vested in said amount in the event of a member transfer in the controlling ownership or sale of the Company Group is terminated by such Person other than for Cause Corporation or if any Plan Participant resigns from employment with such Person for Good Reasonits parent Corporation, in each case, within one year after a Change of Control, such Plan Participant and shall receive a lump sum cash payment in an amount equal to the product of (x) the Change of Control Multiple and (y) Base Salary (the “Change of Control Payment”). The Change of Control Payment (i) will be payable by the Company to such Plan Participant in a lump sum within 30 days of such Plan Participant’s termination pursuant to the preceding sentence, (ii) is not subject to mitigation or reduction upon re-employment or otherwise and (iii) will be increased to provide for payment of an additional amount (the “Gross-Up Amount”) such that the net amount retained by the Plan Participant, after payment of (1) any excise taxes due on the Change of Control Payment under Section 4999 of the Code or any corresponding or applicable state law provision (“Excise Taxes”) and (2) any federal, state or local income tax and any Excise Taxes due in respect of the Gross-Up Amount, shall equal the Change of Control Payment. Clauses (i) and (ii) of the immediately preceding sentence shall apply to the Gross-Up Amount. Such Plan Participant shall also be entitled to the continuation of health benefits (subject to satisfying insurability requirements) and outplacement services during the Payout Period on the same basis as provided pursuant to Section 4(a), subject to mitigation upon re-employment and receipt of comparable benefits full amount set forth in Schedule A, upon the terms and conditions hereof, if termination of employment thereafter occurs under this Section 4(a5.1 as a result of such change of control. (a) In the event that any payment or benefit received or to be received by the Executive in connection with a change in control of the Corporation or the termination of the Executive's employment (whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Corporation, any person whose actions result in a change in control of the Corporation or any person affiliated with the Corporation or such person (together with the Severance Payment, the "Total Payments")) would not be deductible (in whole or in part) as a result of Section 280G of the Internal Code of 1954, as amended (the "Code"), the Severance Payment shall be reduced until no portion of the Total Payments is not deductible as a result of section 280G of the Code, or the Severance Payment is reduced to zero. For purposes of this limitation (i) no portion of the Total Payments, the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the Severance Payment, shall be taken into account; (ii) no portion of the Total Payments made upon termination following shall be taken into account which, in the opinion of tax counsel selected by the Corporation's independent auditors and acceptable to the Executive, does not constitute a Change "parachute payment" within the meaning of Control are section 280G(b)(2) of the Code; (iii) the Severance Payment shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in lieu clause (i) or clause (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of section 280G(b)(4) of the Code, in the opinion of the tax counsel referred to in clause (ii); and (iv) the value of any severance payments described non-cash benefit or any deferred payment or benefit included in Section 4(a) above that would otherwise be payable following such termination. Notwithstanding the foregoing, if any class of NEI common stock is publicly tradable on an established securities market, no amounts Total Payments shall be paid pursuant to this Section 4(bdetermined by the Corporation's independent auditors in accordance with the principles of sections 280G(d)(3) during and (4) of the first 6 months following a Participants termination unless the payments satisfy the requirements for separation pay due to involuntary separation from service as provided in Treas. Reg. 1.409A-1(b)(9)(iii)Code.

Termination Upon Change of Control. If any Plan Participant’s employment with a member In the event of the Company Group is terminated by such Person other than for Cause or if any Plan Participant resigns from employment with such Person for Good Reason, in each case, within one year after a your Termination Upon Change of ControlControl during the Term provided that (except with respect to the Accrued Compensation) you deliver to Cepheid the signed Release and satisfy all conditions to make the Release effective within thirty (30) days following your termination of employment, such Plan Participant you shall receive (in lieu of any benefits pursuant to Section 9(b)) be entitled to (i) your Accrued Compensation; (ii) a lump sum cash payment equal to the sum of (A) twenty-four (24) months of your then current Base Salary and (B) two times your Target Bonus (paid at the 100% achievement level without regard to satisfaction of any target performance objectives) for the year in which the termination occurs, with such sum payable on the first business day after the thirtieth (30th) day following your termination of employment; (iii) full vesting, on the date of your termination of employment, of one hundred percent (100%) of all then-unvested outstanding stock options, restricted stock units, shares of restricted stock and other equity-based awards issued to you by Cepheid (with any vested options to remain exercisable until the earlier of (x) the end of the twelve (12)-month period following your termination of employment, (y) the applicable expiration date(s) of such options, or (z) the date such vested options are cancelled in connection with a merger, consolidation or other corporate transaction in accordance with the terms of the applicable equity incentive plan(s) and award agreement(s) under which such options were granted), provided that any performance-based awards shall vest only in accordance with the terms set forth in the applicable performance-based award agreement; and (iv) provided you timely elect to continue health coverage under COBRA, reimbursement for any monthly COBRA premium payments you make in the twenty-four (24)-month period following your termination of employment, provided that, if Cepheid determines in its sole discretion that it cannot provide the COBRA benefits described herein without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), Cepheid shall in lieu thereof provide you with a taxable lump sum payment in an amount equal to the product of (x) the Change of Control Multiple and (y) Base Salary (the “Change of Control Payment”). The Change of Control Payment (i) then unreimbursed monthly COBRA premiums, which lump sum payment will be payable by the Company to such Plan Participant in a lump sum within 30 days of such Plan Participant’s termination pursuant to the preceding sentence, (ii) is not subject to mitigation or reduction upon re-employment or otherwise and (iii) will be increased to provide for payment of an additional amount (the “Gross-Up Amount”) such that the net amount retained by the Plan Participant, after payment of (1) any excise taxes due made on the Change first business day after the thirtieth (30th) day following your termination of Control Payment under Section 4999 of the Code or any corresponding or applicable state law provision (“Excise Taxes”) and (2) any federal, state or local income tax and any Excise Taxes due in respect of the Gross-Up Amount, shall equal the Change of Control Payment. Clauses (i) and (ii) of the immediately preceding sentence shall apply to the Gross-Up Amount. Such Plan Participant shall also be entitled to the continuation of health benefits (subject to satisfying insurability requirements) and outplacement services during the Payout Period on the same basis as provided pursuant to Section 4(a), subject to mitigation upon re-employment and receipt of comparable benefits set forth in Section 4(a). Payments made upon termination following a Change of Control are in lieu of any severance payments described in Section 4(a) above that would otherwise be payable following such termination. Notwithstanding the foregoing, if any class of NEI common stock is publicly tradable on an established securities market, no amounts shall be paid pursuant to this Section 4(b) during the first 6 months following a Participants termination unless the payments satisfy the requirements for separation pay due to involuntary separation from service as provided in Treas. Reg. 1.409A-1(b)(9)(iii)employment.

Termination Upon Change of Control. If any Plan Participant’s employment with a member In the event of the Company Group is terminated by such Person other than for Cause or if any Plan Participant resigns from employment with such Person for Good Reason, in each case, within one year after a Executive's Termination Upon Change of Control, such Plan Participant Executive shall receive a lump sum cash payment in an amount equal be entitled to the product following separation benefits: (i) all salary, accrued but unused vacation earned through the date of Executive's termination and Executive's target bonus for the year in which termination occurs, pro rated through the date of Executive's termination; (xii) eighteen (18) months of Executive's Total Annual Earnings as in effect as of the date of such termination, less applicable withholding, paid in accordance with the Company's then normal payroll procedures; (iii) all stock options granted by the Company to the Executive prior to the Change of Control Multiple shall become fully vested and (y) Base Salary (immediately exercisable in full to the “extent such stock options remain outstanding and unexercised at the time of such Termination Upon Change of Control Payment”). The Change Control; (iv) within reasonable time following submission of Control Payment (i) will be payable proper expense reports by the Executive, the Company shall reimburse the Executive for all expenses reasonably and necessarily incurred by the Executive in connection with the business of the Company prior to his termination of employment; (v) continued provision of the Company's standard employee group health insurance coverages for eighteen (18) months following termination. If such coverage included the Executive's dependents immediately prior to the date of termination, such dependents shall also be covered at Company expense. For purposes of title X of the Consolidated Budget Reconciliation Act of 1985, the date of the "qualifying event" for Executive and his dependents shall be the date upon which the Company-paid coverage terminates. Notwithstanding the above, in the event Executive becomes covered under another employer's group health plan during the period provided for herein, the Company shall cease provision of continued group health insurance for Executive; and (vi) Executive shall receive the benefits, if any, under the Company's 401(k) Plan Participant in a lump sum within 30 days of such Plan Participant’s termination and other Company benefit plans to which he may be entitled pursuant to the preceding sentence, (ii) is not subject to mitigation or reduction upon re-employment or otherwise and (iii) will be increased to provide for payment terms of an additional amount (the “Gross-Up Amount”) such that the net amount retained by the Plan Participant, after payment of (1) any excise taxes due on the Change of Control Payment under Section 4999 of the Code or any corresponding or applicable state law provision (“Excise Taxes”) and (2) any federal, state or local income tax and any Excise Taxes due in respect of the Gross-Up Amount, shall equal the Change of Control Payment. Clauses (i) and (ii) of the immediately preceding sentence shall apply to the Gross-Up Amount. Such Plan Participant shall also be entitled to the continuation of health benefits (subject to satisfying insurability requirements) and outplacement services during the Payout Period on the same basis as provided pursuant to Section 4(a), subject to mitigation upon re-employment and receipt of comparable benefits set forth in Section 4(a). Payments made upon termination following a Change of Control are in lieu of any severance payments described in Section 4(a) above that would otherwise be payable following such termination. Notwithstanding the foregoing, if any class of NEI common stock is publicly tradable on an established securities market, no amounts shall be paid pursuant to this Section 4(b) during the first 6 months following a Participants termination unless the payments satisfy the requirements for separation pay due to involuntary separation from service as provided in Treas. Reg. 1.409A-1(b)(9)(iii)plans.

Termination Upon Change of Control. If any Plan Participant(a) Except as hereinafter provided, if Employee terminates his employment with Summit FGI for Good Reason or Summit FGI terminates Employee’s employment with in a member manner constituting Wrongful Termination, Summit FGI hereby agrees to pay Employee a cash payment equal to Employee’s Salary, on a monthly basis, multiplied by the number of months between the Company Group effective date of termination and the date that is terminated twenty-four (24) months after the date of consummation of Change of Control; provided that in no event shall Employee receive a lump sum payment that is less than 100% of his Salary. Employee shall have the right to terminate his employment without reason at his option by such Person other than for Cause or if any Plan Participant resigns from employment with such Person for Good Reason, in each case, giving written notice of termination within one year after six (6) months of a Change of Control. In this case, such Plan Participant shall Employee will be entitled to receive a lump sum cash payment in an amount equal to seventy five percent of his Salary. (b) For the product year in which Employee terminates his employment with Summit FGI for Good Reason or Summit FGI terminates Employee’s employment in a manner constituting Wrongful Termination, Employee will be entitled to receive his reasonable share of Summit FGI’s cash bonuses and employee benefit plan contributions, if any, allocated in accordance with existing policies and procedures and authorized by the Board of Directors of Summit FGI prior to the Change in Control. The amount of Employee’s cash incentive award shall not be reduced due to Employee not being actively employed for the full year. (xc) If compensation pursuant to Paragraph 7(a) is payable, Employee will continue to participate, without discrimination, for the number of months between the date of termination and the date that is twenty-four (24) months after the date of the consummation of the Change of Control Multiple Control, in benefit plans (such as retirement, disability and (ymedical insurance) Base Salary (the “maintained after any Change of Control Payment”for employees, in general, of Summit FGI and/or any successor organization(s). The Change of Control Payment (i) will be payable by , provided Employee’s continued participation is possible under the Company to such Plan Participant in a lump sum within 30 days general terms and conditions of such Plan Participantplans. In the event Employee’s termination pursuant to the preceding sentenceparticipation in any such plan is barred, (ii) is not subject to mitigation or reduction upon re-employment or otherwise and (iii) will be increased Summit FGI shall arrange to provide for payment of an additional amount (the “Gross-Up Amount”) such that the net amount retained by the Plan Participant, after payment of (1) any excise taxes due on the Change of Control Payment under Section 4999 of the Code or any corresponding or applicable state law provision (“Excise Taxes”) and (2) any federal, state or local income tax and any Excise Taxes due in respect of the Gross-Up Amount, shall equal the Change of Control Payment. Clauses (i) and (ii) of the immediately preceding sentence shall apply Employee with benefits substantially similar to the Gross-Up Amount. Such Plan Participant shall also be those which Employee would have been entitled to the continuation of health benefits (subject to satisfying insurability requirements) and outplacement services during the Payout Period on the same basis as provided pursuant to Section 4(a), subject to mitigation upon re-employment and receipt of comparable benefits set forth in Section 4(a). Payments made upon termination following a Change of Control are in lieu of any severance payments described in Section 4(a) above that would otherwise be payable following such terminationhad his participation not been barred. Notwithstanding the foregoing, if any class Employee terminates his employment after a Change of NEI common stock is publicly tradable on an established securities marketControl without reason at his option, no amounts as permitted under Paragraph 7(a), then Employee shall be paid pursuant entitled to receive the employee benefits contemplated in this Section 4(bAgreement for a period of six (6) during months after the first 6 months following a Participants termination unless date of termination. However, in no event will Employee receive from Summit FGI the payments satisfy the requirements for separation pay due to involuntary separation employee benefits contemplated by this section if Employee receives comparable benefits from service as provided in Treas. Reg. 1.409A-1(b)(9)(iii)any other source.

Termination Upon Change of Control. If any Plan Participant’s employment with If, (x) after the execution of an agreement to effectuate a member Change of Control and before the occurrence of such a Change of Control which does in fact occur, or (y) upon a Change of Control of the Company Group or during the one (1) year period following such Change of Control, Employee is terminated by such Person other than for the Company without Cause or if Employee terminates his employment for any Plan Participant resigns from employment with such Person for Good Reasonreason, in each caselieu of the benefits payable pursuant to Sections 8(d) or 8(e) hereof, within as applicable, Employee shall be entitled to: (i) the Accrued Obligations; and (ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; and (iii) the target STI Award for the year in which termination occurs, pro-rated for the period the Employee worked prior to such termination, which amount shall be paid at such time STI Awards are paid to other senior executives of the Company, but in no event later than one day prior to the date that is 2.5 months following the last day of the fiscal year after in which such termination occurs; and (iv) a lump-sum cash payment equal to his Base Salary, which amount shall be paid on the sixtieth (60th) day following the termination date; and (v) notwithstanding any provision to the contrary in any award agreement, immediate vesting of any and all Common Shares previously awarded to the Employee irrespective of type of award; and (vi) continuation, during the Change of Control Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, subject to the terms and conditions set forth in Section 8(d)(iv) above. Following such termination of Employee’s employment following a Change of Control, such Plan Participant shall receive a lump sum cash payment in an amount equal to the product of (x) the Change of Control Multiple and (y) Base Salary (the “Change of Control Payment”). The Change of Control Payment (i) will be payable by the Company to such Plan Participant in a lump sum within 30 days of such Plan Participant’s termination pursuant to the preceding sentence, (ii) is not subject to mitigation or reduction upon re-employment or otherwise and (iii) will be increased to provide for payment of an additional amount (the “Gross-Up Amount”) such that the net amount retained by the Plan Participant, after payment of (1) any excise taxes due on the Change of Control Payment under Section 4999 of the Code or any corresponding or applicable state law provision (“Excise Taxes”) and (2) any federal, state or local income tax and any Excise Taxes due in respect of the Gross-Up Amount, shall equal the Change of Control Payment. Clauses (i) and (ii) of the immediately preceding sentence shall apply to the Gross-Up Amount. Such Plan Participant shall also be entitled to the continuation of health benefits (subject to satisfying insurability requirements) and outplacement services during the Payout Period on the same basis except as provided pursuant to Section 4(a), subject to mitigation upon re-employment and receipt of comparable benefits set forth in Section 4(a). Payments made upon termination following a Change of Control are in lieu of any severance payments described in Section 4(a) above that would otherwise be payable following such termination. Notwithstanding the foregoing, if any class of NEI common stock is publicly tradable on an established securities market, no amounts shall be paid pursuant to this Section 4(b) during the first 6 months following a Participants termination unless the payments satisfy the requirements for separation pay due 8(f), Employee shall have no further rights to involuntary separation from service as provided in Treas. Reg. 1.409A-1(b)(9)(iii)any compensation or any other benefits under this Agreement.

Termination Upon Change of Control. If any Plan Participant’s employment with If, (x) after the execution of an agreement to effectuate a member Change of Control and before the occurrence of such a Change of Control which does in fact occur, or (y) upon a Change of Control of the Company Group or during the one (1) year period following such Change of Control, Employee is terminated by such Person other than for the Company without Cause or if Employee terminates his employment for any Plan Participant resigns from employment with such Person for Good Reasonreason, in each caselieu of the benefits payable pursuant to Sections 8(d) or 8(e) hereof, within as applicable, Employee shall be entitled to: (i) the Accrued Obligations; and (ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; and (iii) the target STI Award for the year in which termination occurs, pro-rated for the period the Employee worked prior to such termination, which amount shall be paid at such time STI Awards are paid to other senior executives of the Company, but in no event later than one day prior to the date that is 2 1/2 months following the last day of the fiscal year after in which such termination occurs; and (iv) a lump-sum cash payment equal to his Base Salary, which amount shall be paid on the sixtieth (60th) day following the termination date; and (v) notwithstanding any provision to the contrary in any award agreement, immediate vesting of any and all Common Shares previously awarded to the Employee irrespective of type of award; and (vi) continuation, during the Change of Control Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, subject to the terms and conditions set forth in Section 8(d)(iv) above. Following such termination of Employee’s employment following a Change of Control, such Plan Participant shall receive a lump sum cash payment in an amount equal to the product of (x) the Change of Control Multiple and (y) Base Salary (the “Change of Control Payment”). The Change of Control Payment (i) will be payable by the Company to such Plan Participant in a lump sum within 30 days of such Plan Participant’s termination pursuant to the preceding sentence, (ii) is not subject to mitigation or reduction upon re-employment or otherwise and (iii) will be increased to provide for payment of an additional amount (the “Gross-Up Amount”) such that the net amount retained by the Plan Participant, after payment of (1) any excise taxes due on the Change of Control Payment under Section 4999 of the Code or any corresponding or applicable state law provision (“Excise Taxes”) and (2) any federal, state or local income tax and any Excise Taxes due in respect of the Gross-Up Amount, shall equal the Change of Control Payment. Clauses (i) and (ii) of the immediately preceding sentence shall apply to the Gross-Up Amount. Such Plan Participant shall also be entitled to the continuation of health benefits (subject to satisfying insurability requirements) and outplacement services during the Payout Period on the same basis except as provided pursuant to Section 4(a), subject to mitigation upon re-employment and receipt of comparable benefits set forth in Section 4(a). Payments made upon termination following a Change of Control are in lieu of any severance payments described in Section 4(a) above that would otherwise be payable following such termination. Notwithstanding the foregoing, if any class of NEI common stock is publicly tradable on an established securities market, no amounts shall be paid pursuant to this Section 4(b) during the first 6 months following a Participants termination unless the payments satisfy the requirements for separation pay due 8(f), Employee shall have no further rights to involuntary separation from service as provided in Treas. Reg. 1.409A-1(b)(9)(iii)any compensation or any other benefits under this Agreement.

Termination Upon Change of Control. If any Plan Participant’s employment with a member of the Company Group Employee is terminated by such Person other than for Cause or if any Plan Participant resigns from employment with such Person for Good Reason, in each case, within one year after following a Change of Control, other than for Misconduct or Disability, then in addition to all accrued and unpaid wages due to Employee for periods ended on or prior to the Date of the Termination: (a) If such Plan Participant Change of Control occurs within six (6) months following the Effective Date of this Agreement: (i) the Company shall receive pay to Employee an amount equal to three (3) months of Employee’s Base Compensation at the rate in effect as of the Date of Termination (any such amount to be payable in equal periodic installments at the time and in the amounts due under the Company’s regular payroll practices, as if Employee had remained employed during the period of three (3) months following the Date of Termination, provided, however, that the Company shall have the right, in its sole discretion, to accelerate any payment under this subsection (a)(i)); (ii) the Company shall pay to Employee one-fourth (1/4th) of the annualized amount of any annual bonus that Employee has received (if any) pursuant to Section 2.2(a), above, for the most recent annual period prior to the Change of Control; and (iii) the Company shall pay, for a lump period of three (3) months following the Date of Termination, the premiums for continuation of Employee’s healthcare benefits pursuant to COBRA for so long as Employee is otherwise eligible, provided Employee makes a timely election for such COBRA coverage. (b) If such Change of Control occurs more than six (6) months and less than twelve (12) months following the Effective Date of this Agreement: (i) the Company shall pay to Employee an amount equal to six (6) months of Employee’s Base Compensation plus one (1) additional month for each month of continued employment between six (6) and twelve (12) months following the Effective Date of this Agreement, at the rate in effect as of the Date of Termination (any such amount to be payable in equal periodic installments at the time and in the amounts due under the Company’s regular payroll practices, as if Employee had remained employed during such period following the Date of Termination, provided, however, that the Company shall have the right, in its sole discretion, to accelerate any payment under this subsection (b)(i)); (ii) the Company shall pay to Employee that portion of the annualized amount of any annual bonus that Employee has received (if any) pursuant to Section 2.2(a), above, during the most recent annual period prior to the Change of Control, as is determined by multiplying such annualized bonus times a fraction, (x) the numerator of which is the sum of six (6) months of the full cash bonus plus one (1) additional month for each month of continued employment between six (6) and twelve (12) months following the Effective Date of this Agreement, and (y) the denominator of which is twelve (12) months; and (iii) the Company shall pay, for a period of six (6) months following the Date of Termination plus one (1) additional month for each month of continued employment between six (6) and twelve (12) months following the Effective Date of this Agreement, the premiums for COBRA for so long as Employee is otherwise eligible, provided Employee makes a timely election for such COBRA coverage. (c) If such Change of Control occurs more than twelve (12) months following the Effective Date of this Agreement: (i) the Company shall pay to Employee an amount equal to twelve (12) months of Employee’s Base Compensation, at the rate in effect as of the Date of Termination (any such amount to be payable in equal periodic installments at the time and in the amounts due under the Company’s regular payroll practices, as if Employee had remained employed during the period of twelve (12) months following the Date of Termination, provided, however, that the Company shall have the right, in its sole discretion, to accelerate any payment in under this subsection (c)(i)); (ii) the Company shall pay to Employee an amount equal to the product of annualized bonus that Employee has received (xif any) pursuant to Section 2.2(a), above, for the most recent annual period prior to the Change of Control Multiple and (y) Base Salary (the “Change of Control Payment”). The Change of Control Payment (i) will be payable by the Company to such Plan Participant in a lump sum within 30 days of such Plan Participant’s termination pursuant to the preceding sentence, (ii) is not subject to mitigation or reduction upon re-employment or otherwise and Control; (iii) will be increased to provide the Company shall pay, for payment a period of an additional amount twelve (12) months following the “Gross-Up Amount”) such that Date of Termination, the net amount retained by the Plan Participant, after payment of (1) any excise taxes due on the Change of Control Payment under Section 4999 of the Code or any corresponding or applicable state law provision (“Excise Taxes”) and (2) any federal, state or local income tax and any Excise Taxes due in respect of the Gross-Up Amount, shall equal the Change of Control Payment. Clauses (i) and (ii) of the immediately preceding sentence shall apply to the Gross-Up Amount. Such Plan Participant shall also be entitled to the premiums for continuation of health Employee’s healthcare benefits (subject to satisfying insurability requirements) and outplacement services during the Payout Period on the same basis as provided pursuant to Section 4(a)COBRA for so long as Employee is otherwise eligible, subject to mitigation upon re-employment and receipt of comparable benefits set forth in Section 4(a). Payments made upon termination following provided Employee makes a Change of Control are in lieu of any severance payments described in Section 4(a) above that would otherwise be payable following timely election for such termination. Notwithstanding the foregoing, if any class of NEI common stock is publicly tradable on an established securities market, no amounts shall be paid pursuant to this Section 4(b) during the first 6 months following a Participants termination unless the payments satisfy the requirements for separation pay due to involuntary separation from service as provided in Treas. Reg. 1.409A-1(b)(9)(iii)COBRA coverage.

Termination Upon Change of Control. If any Plan Participant’s employment with (a) Anything hereinabove to the contrary notwithstanding, if the Executive is not fully vested in the amount set forth in Schedule A, he will become fully vested in said amount in the event of a member transfer in the controlling ownership or sale of the Company Group is terminated by such Person other than for Cause Corporation or if any Plan Participant resigns from employment with such Person for Good Reasonits parent Corporation, in each case, within one year after a Change of Control, such Plan Participant and shall receive a lump sum cash payment in an amount equal to the product of (x) the Change of Control Multiple and (y) Base Salary (the “Change of Control Payment”). The Change of Control Payment (i) will be payable by the Company to such Plan Participant in a lump sum within 30 days of such Plan Participant’s termination pursuant to the preceding sentence, (ii) is not subject to mitigation or reduction upon re-employment or otherwise and (iii) will be increased to provide for payment of an additional amount (the “Gross-Up Amount”) such that the net amount retained by the Plan Participant, after payment of (1) any excise taxes due on the Change of Control Payment under Section 4999 of the Code or any corresponding or applicable state law provision (“Excise Taxes”) and (2) any federal, state or local income tax and any Excise Taxes due in respect of the Gross-Up Amount, shall equal the Change of Control Payment. Clauses (i) and (ii) of the immediately preceding sentence shall apply to the Gross-Up Amount. Such Plan Participant shall also be entitled to the continuation of health benefits (subject to satisfying insurability requirements) and outplacement services during the Payout Period on the same basis as provided pursuant to Section 4(a), subject to mitigation upon re-employment and receipt of comparable benefits full amount set forth in Schedule A, upon the terms and conditions hereof, if termination of employment thereafter occurs under this Section 4(a5.1 as a result of such change of control. (b) In the event that any payment or benefit received or to be received by the Executive in connection with a change in control of the Corporation or the termination of the Executive's employment (whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the corporation, any person whose actions result in a change in control of the corporation or any person affiliated with the Corporation or such person (together with the Severance Payment, the "Total Payments")) would not be deductible (in whole or in part) as a result of Section 2806 of the Internal Code of 1954, as amended (the "Code"), the Severance Payment shall be reduced until no portion of the Total, Payments is not deductible as a result of section 2806 of the Code, or the Severance Payment is reduced to zero. For purposes of this limitation (i) no portion of the Total Payments, the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the Severance Payment, shall be taken into account; (ii) no portion of the Total Payments made upon termination following shall be taken into account which, in the opinion of tax counsel selected by the Corporation's independent auditors and acceptable to the Executive, does not constitute a Change "parachute payment" within the meaning of Control are section 280G(b)(2) of the Code; (iii) the Severance Payment shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in lieu clause (i) or clause (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of section 280G(b)(4) of the Code, in the opinion of the tax counsel referred to in clause (ii); and (iv) the value of any severance payments described non-cash benefit o r any deferred payment or benefit included in Section 4(a) above that would otherwise be payable following such termination. Notwithstanding the foregoing, if any class of NEI common stock is publicly tradable on an established securities market, no amounts Total Payments shall be paid pursuant to this Section 4(bdetermined by the Corporation's independent auditors in accordance with the principles of sections 280G(d)(3) during and (4) of the first 6 months following a Participants termination unless the payments satisfy the requirements for separation pay due to involuntary separation from service as provided in Treas. Reg. 1.409A-1(b)(9)(iii)Code.

Termination Upon Change of Control. If any Plan ParticipantIn the event Executive’s employment with a member of the Company Group is terminated by such Person the Company subsequent to a Change of Control (as hereinafter defined) for reasons other than for Cause Cause, or if any Plan Participant the Executive resigns from employment with such Person the Company for Good Reason, in each case, Reason (as hereinafter defined) within one year after following a Change of Control, such Plan Participant shall receive the Company will pay the Executive a severance in the form of a lump sum cash payment in an amount equal to the product Executive’s annual base salary at the time of (xtermination or resignation. To the extent that such amounts are in excess of the amount allowable as a deduction under Section 280(G) of the Change of Control Multiple and (y) Base Salary (the “Change of Control Payment”). The Change of Control Payment (i) will be payable by the Company Code, or are subject to such Plan Participant in a lump sum within 30 days of such Plan Participant’s termination excise tax pursuant to the preceding sentence, (ii) is not subject to mitigation or reduction upon re-employment or otherwise and (iii) will be increased to provide for payment of an additional amount (the “Gross-Up Amount”) such that the net amount retained by the Plan Participant, after payment of (1) any excise taxes due on the Change of Control Payment under Section 4999 of the Code Code, the Company will gross-up any additional amounts due. All non-vested options to purchase shares of Common Stock granted under the Plans shall vest on the Termination Date and all restrictions on Restricted Stock purchased by the Executive shall, subject to applicable securities laws, rules and regulations, lapse on the Termination Date. “Change in Control” shall mean (a) the direct or indirect acquisition, whether by sale, merger, consolidation, or purchase of assets or stock, by any corresponding person, corporation, or applicable state law provision (“Excise Taxes”) and (2) any federal, state other entity or local income tax and any Excise Taxes due in respect group thereof of the Gross-Up Amount, shall equal the Change of Control Payment. Clauses beneficial ownership (i) and (iias that term is used in Section 13(d)(11) of the immediately preceding sentence Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) of shares in the Company which, when added to any other shares the beneficial ownership of which is held by the acquirer, shall apply to result in the Gross-Up Amount. Such Plan Participant shall also be acquirer’s having more that 33% of the votes that are entitled to the continuation be cast at meetings of health benefits (subject stockholders as to satisfying insurability requirements) and outplacement services during the Payout Period matters on the same basis which all outstanding shares are entitled to be voted as provided pursuant to Section 4(a)a single class; provided, subject to mitigation upon re-employment and receipt of comparable benefits set forth in Section 4(a). Payments made upon termination following however, that such acquisition shall not constitute a Change of Control are for purposes of this Agreement if prior to such acquisition a resolution declaring that the acquisition shall not constitute a Change of Control is adopted by the Board with the support of a majority of the Board members who either were members of the Board for at least two years prior to the date of the vote on such resolution or were nominated for election to the Board by at least two-thirds of the Directors then still in lieu office who were members of the Board at least two years prior to the date of the vote on such resolution; and provided further, that neither the Company, nor any severance payments person who as of the date hereof was a Director or officer of the Company, nor any trustee or other fiduciary holding securities under an employee benefit plan of the Company, nor any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of shares of the Company shall be deemed to be an “acquirer” for purposes of this Section. b) the election during any two-year period to a majority of the seats on the Board of Directors of the Company of individuals who were not members of the Board at the beginning of such period unless such additional or replacement directors were approved by at least 80% of the continuing directors, or (c) shareholder approval of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets. “Good Reason” shall mean the occurrence of (a) a material breach of this Agreement by the Company, (b) the assignment to the Executive of duties inconsistent with his position as described in Section 4(a2 herein, or any significant adverse alteration in the status or conditions of the Executive’s employment or in the nature of the Executive’s responsibilities as described in Section 2 herein, (c) above that would otherwise the failure of the Company to continue to provide Executive with benefits substantially similar to those described in this Agreement or to continue in effect any benefit or stock option plan which is material to the Executive’s compensation, including but not limited to the Plans; provided, (d) the failure of the Company to maintain directors’ and officers’ insurance at an aggregate amount at least equal to the level provided as of the date hereof; provided, however, Executive shall not be payable following deemed to have Good Reason to terminate his employment if the reason for such termination is remedied prior to the date of termination. Notwithstanding the foregoing, if any class of NEI common stock is publicly tradable on an established securities market, no amounts shall be paid pursuant to this Section 4(b) during the first 6 months following a Participants termination unless the payments satisfy the requirements for separation pay due to involuntary separation from service as provided in Treas. Reg. 1.409A-1(b)(9)(iii).

Termination Upon Change of Control. If any Plan Participant’s employment with a member 4.1. In the event of the Company Group is terminated by such Person other than for Cause or if any Plan Participant resigns from employment with such Person for Good Reason, in each case, within one year after a Executive's Termination Upon Change of Control, Executive shall be entitled to the following severance benefits: 4.1.1. Executive shall be entitled to receive all salary, accrued vacation earned through the date of Executive's termination and Executive's annual incentive bonus for the year in which termination occurs, pro rated through the date of Executive's termination, all less applicable withholding; 4.1.2. Executive shall be entitled to receive an additional eighteen months' of Executive's base salary as in effect on the date of such Plan Participant shall receive a lump sum cash payment in termination, plus an additional amount equal to 100% of Executive's annual incentive bonus for the product of (x) year in which the Change of Control Multiple and (y) Base Salary (the “Change of Control Payment”). The Change of Control Payment (i) will be payable by the Company to such Plan Participant termination occurs, all less applicable withholding, paid in a lump sum within 30 thirty (30) days of such Plan Participant’s termination of employment; 4.1.3. Executive shall be entitled to receive reimbursement for all expenses that Executive reasonably and necessarily incurred by Executive in connection with the business of the Company prior to Executive's termination of employment, within ten (10) days of submission of proper expense reports by Executive; 4.1.4. Executive and/or Executive's dependents shall be entitled to elect continued group health plan coverage in accordance with the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") and the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). The Company will pay the full premium for continuation coverage for Executive and/or Executive's dependents for a period of 12 months following the date of Executive's Termination Upon Change of Control. Notwithstanding the above, Company shall cease providing continued group health plan coverage for Executive and/or Executive's dependents in the event that, at any juncture during the period of continuation coverage provided for herein, Executive and/or Executive's dependents become(s) covered under another employer's group health plan that (i) has no preexisting condition exclusions or (ii) has a preexisting condition exclusion that does not apply to Executive and/or Executive's dependents or is satisfied by the creditable coverage of Executive and/or Executive's dependents in accordance with HIPAA; 4.1.5. Executive payments received under this Section 4 shall be entitled to receive the benefits, if any, under the Company's 401(k) Plan, qualified deferred compensation plan, employee stock purchase plan and other Company benefit plans to which he may be entitled pursuant to the preceding sentence, (ii) is not subject to mitigation or reduction upon re-employment or otherwise and (iii) will be increased to provide for payment terms of an additional amount (the “Gross-Up Amount”) such that the net amount retained by the Plan Participant, after payment of (1) any excise taxes due on the Change of Control Payment under Section 4999 of the Code or any corresponding or applicable state law provision (“Excise Taxes”) and (2) any federal, state or local income tax and any Excise Taxes due in respect of the Gross-Up Amount, plans; and 4.1.6. Executive shall equal the Change of Control Payment. Clauses (i) and (ii) of the immediately preceding sentence shall apply to the Gross-Up Amount. Such Plan Participant shall also be entitled to the continuation of health benefits (subject to satisfying insurability requirements) and receive outplacement services during and Career Counseling at the Payout Period on Company's expense for a period of 12months after the same basis as provided pursuant to Section 4(a), subject to mitigation upon re-employment and receipt date of comparable benefits set forth in Section 4(a). Payments made upon termination following a the Termination Upon Change of Control are in lieu of any severance payments described in Section 4(a) above that would otherwise be payable following such termination. Notwithstanding the foregoing, if any class of NEI common stock is publicly tradable on an established securities market, no amounts shall be paid pursuant to this Section 4(b) during the first 6 months following a Participants termination unless the payments satisfy the requirements for separation pay due to involuntary separation from service as provided in Treas. Reg. 1.409A-1(b)(9)(iii)Control.