Common use of Upon a Change of Control Clause in Contracts

Upon a Change of Control. Upon a Change of Control (as defined in Section 6 hereof) the following shall occur: (i) at the time of the consummation of such Change of Control, 25% of any then unvested stock options held by you at such time that were granted on or prior to the Amendment Date shall vest as of the date of the consummation of such Change of Control (notwithstanding any contrary provision in any agreement evidencing such stock options) with such vesting reducing the number of shares subject to such stock options that would otherwise vest on each subsequent vesting date by 25%. (ii) if, within one year following the date of the consummation of such Change of Control, the Company or any successor thereto terminates your employment other than for Cause, or you terminate your employment for Good Reason, then, in lieu of any payments to you or on your behalf under Section 5(a) hereof, (A) the Company shall pay to you a lump sum payment equal to the sum of (x) your then-current annual base salary plus (y) your target bonus amount for the year in which such termination occurs, which amount shall be paid to you as provided in Section 5(f) below; (B) 100% of any then unvested equity and equity-based awards, including, but not limited to, stock options, held by you at the time of such termination shall fully vest, effective upon the date of such termination (notwithstanding any contrary provision in any agreement evidencing such equity or equity-based awards); and (C) if you are participating in the Company’s group health plan and/or dental plan at the time your employment terminates pursuant to this Section 5(c)(ii) and you exercise your right to continue participation in those plans under COBRA, the Company will pay or, at its option, reimburse you, on a monthly basis, for the full monthly premium cost of that participation for the 12 months following the date on which your employment with the Company terminates or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental) plan of a new employer, it being understood that, to the extent that the payment of the base salary contemplated by clause (A)(x) of this Section 5(c)(ii) in a lump sum would result in adverse tax consequences under Section 409A, such payment shall instead be paid at the same time and in the same form as provided in Section 5(a)(i)(A) hereof.

Upon a Change of Control. Upon i. If a Change of Control (as defined in Section 6 hereof) the following shall occur: (i) at the time of the consummation of such Change of Control, 25% of any then unvested stock options held by you at such time that were granted occurs and if on or prior to the Amendment Date shall vest as of the date of the consummation of of, or within one year following, such Change of Control (notwithstanding any contrary provision in any agreement evidencing such stock options) with such vesting reducing the number of shares subject to such stock options that would otherwise vest on each subsequent vesting date by 25%. (ii) if, within one year following the date of the consummation of such a "Change of ControlControl Period"), the Company or any successor thereto terminates your Employee's employment with the Company other than for Cause, Cause or you terminate your Employee terminates his employment with the Company for Good ReasonReason and, in either event, Employee executes the Employee Release and does not revoke the same within the period stated in the Employee Release, then, in lieu of any payments to you or on your behalf of Employee under Section 5(a) hereof5.c or 5.e, the Company (A) the Company shall pay to you Employee, within ten (10) business days after such termination, a lump sum payment equal to two times the greater of (i) the sum of the Base Salary and the amount of any Bonus paid or payable during the remainder of the Term or (xii) your then-current annual base salary plus the sum of the Base Salary and the amount of any Bonus paid or payable to Employee during the twelve (y12) your target bonus amount for months preceding the year in month during which such termination occurs, which amount shall be paid to you as provided in Section 5(f) below; occurs and (B) 100% shall pay the full cost of Employee's continued participation in the Company's group health and dental insurance plans for so long as Employee remains entitled to continue such participation under COBRA or any then unvested equity successor law and equitythe applicable plan terms. ii. Notwithstanding the foregoing, the payments and benefits to which Employee would be entitled pursuant to Section 5.g.i as a result of a Change of Control shall be reduced to the maximum amount for which the Company will not be limited in its deduction pursuant to Section 280G of the Internal Revenue Code or any successor provision. Any such reduction shall be applied to the amounts due under Section 5.g.i as Employee may reasonably determine or, if Employee fails to make such determination promptly following notice from the Company, as the Company may reasonably determine. The limitations of the immediately preceding paragraph shall not apply if (A) the present value, net of all federal, state and other income and excise taxes, of all payments and benefits to which Employee is entitled hereunder without such limitations exceeds (B) the present value, net of all federal, state and other income and excise taxes, of all payments and benefits to which Employee would be entitled hereunder if such limitations applied. iii. A Change of Control shall be deemed to take place if after the Effective Date: (A) within twenty-based awardsfour (24) months after the commencement of a tender offer or exchange offer for voting securities of the Company (other than by the Company or any of its Affiliates), including, but not limited to, stock options, held by you at the time individuals who were directors of the Company immediately prior to the commencement of such termination offer shall fully vestcease to constitute a majority of the Board; or (B) the stockholders of the Company approve a merger or consolidation of the Company with any Person, effective upon other than a merger or consolidation which would result in the date voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than seventy-five percent (75%) of the combined voting power of the voting securities of the Company or such termination (notwithstanding any contrary provision in any agreement evidencing surviving entity outstanding immediately after such equity merger or equity-based awards)consolidation; and or (C) if you are participating there occurs a closing of a sale or other disposition by the Company of all or substantially all of the assets of the Company other than to any of its Affiliates or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates. iv. The Company shall promptly reimburse Employee for the amount of all reasonable attorneys' fees and expenses incurred by Employee in the Company’s group health plan and/or dental plan at the time your employment terminates pursuant seeking to obtain or enforce any right or benefit provided Employee under this Section 5(c)(ii) and you exercise your right to continue participation in those plans under COBRA, the Company will pay or, at its option, reimburse you, on a monthly basis, for the full monthly premium cost of that participation for the 12 months following the date on which your employment with the Company terminates or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental) plan of a new employer, it being understood that, to the extent that the payment of the base salary contemplated by clause (A)(x) of this Section 5(c)(ii) in a lump sum would result in adverse tax consequences under Section 409A, such payment shall instead be paid at the same time and in the same form as provided in Section 5(a)(i)(A) hereof5.g.

Upon a Change of Control. Upon If, within one year following the date of the consummation of a Change of Control (as defined in Section 6 hereof) the following shall occur: (i) at the time of the consummation of such Change of Control, 25% of any then unvested stock options held by you at such time that were granted on or prior to the Amendment Date shall vest as of the date of the consummation of such Change of Control (notwithstanding any contrary provision in any agreement evidencing such stock options) with such vesting reducing the number of shares subject to such stock options that would otherwise vest on each subsequent vesting date by 25%. (ii) if, within one year following the date of the consummation of such Change of Control), the Company or any successor thereto terminates your employment other than for Cause, or you terminate your employment for Good Reason, then, in lieu of any payments to you or on your behalf under Section 5(a) hereof, , (Ai) the Company shall pay to you a lump sum payment equal to the sum of (xA) your then-current annual base salary plus (yB) your target bonus amount for the year in which such termination occurs, which amount shall be paid to you as provided in Section 5(f) below; ; (Bii) 100% of any then unvested equity and equity-based awards, including, but not limited to, stock optionsoptions and restricted stock units, held by you at the time of such termination shall fully vest, effective upon the date of such termination (notwithstanding any contrary provision in any agreement evidencing such equity or equity-based awards); and and (Ciii) if you are participating in the Company’s group health plan and/or dental plan at the time your employment terminates pursuant to this Section 5(c)(ii5(c) and you exercise your right to continue participation in those plans under COBRA, the Company will pay or, at its option, reimburse you, on a monthly basis, for the full monthly premium cost of that participation for the 12 months following the date on which your employment with the Company terminates or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental) plan of a new employer, ; it being understood that, to the extent that the payment of the base salary contemplated by clause (A)(xA) of this Section 5(c)(ii5(c)(i) in a lump sum would result in adverse tax consequences under Section 409A, such payment shall instead be paid at the same time and in the same form as provided in Section 5(a)(i)(A) hereof.

Upon a Change of Control. Upon i. If a Change of Control (as defined in Section 6 hereof) the following shall occur: (i) at the time of the consummation of such Change of Control, 25% of any then unvested stock options held by you at such time that were granted on or prior to the Amendment Date shall vest as of the date of the consummation of such Change of Control (notwithstanding any contrary provision in any agreement evidencing such stock options) with such vesting reducing the number of shares subject to such stock options that would otherwise vest on each subsequent vesting date by 25%. (ii) ifoccurs and, within one year following the date of the consummation of such Change of Control, the Company or any successor thereto terminates your the Executive's employment hereunder other than for Cause, Cause or you terminate your the Executive terminates employment hereunder for Good Reason, then, in lieu of any payments to you or on your behalf Severance Benefits under Section 5(a5(d) or 5(e) hereof, and provided that the Executive signs the Employee Release within twenty-one days (or such greater period as the Company may specify) following the date on which the Executive gives or receives notice of termination of employment, as applicable, and does not revoke it in a timely manner thereafter and provided that the Executive meets the Executive's obligations under Section 6(c) hereof, then, in addition to payment of Final Compensation and Final Bonus Compensation, the Company (A) the Company shall pay to you the Executive, within ten business days following the later of the effective date of the Employee Release or the date the Employee Release, signed by the Executive, is received by the Company, a lump sum payment equal to one and one-half (1-1/2) times the sum of (x) your then-current annual base salary plus (y) your target bonus amount for the year in which such termination occursBase Salary and the Target Bonus, which amount shall be paid to you as provided in Section 5(f) below; (B) 100% shall pay the full cost of any then unvested equity the continued participation by the Executive and equity-based awards, includingthe Executive's qualified beneficiaries in the Company's group health and dental plans for so long as the Executive remains entitled to continue such participation under applicable law, but not limited toto exceed eighteen (18) months, stock options, held by you at the time of such termination shall fully vest, effective upon the date of such termination (notwithstanding any contrary provision in any agreement evidencing such equity or equity-based awards); and (C) shall pay for costs and expenses of outplacement services selected by the Executive and reasonably acceptable to the Company for one year or, if you are participating in less, until the Company’s group health plan and/or dental plan at Executive obtains other employment, up to a maximum cost to the time your employment terminates Company of Twenty-Five Thousand Dollars ($25,000), payments to be made by the Company to the outplacement vendor upon submission to the Company of documentation reasonably satisfactory to the Company evidencing the incurrence of such costs and expenses within sixty (60) days of Executive's date of termination. ii. Notwithstanding the foregoing, the payments and benefits to which the Executive would be entitled pursuant to this Section 5(c)(ii5(g)(i) and you exercise your right as a result of a Change of Control shall be reduced to continue participation in those plans under COBRA, the maximum amount for which the Company will pay ornot be limited in its deduction pursuant to Section 280G of the Internal Revenue Code of 1986, at its optionas amended, reimburse you, on a monthly basis, for or any successor provision. Any such reduction shall be applied to the full monthly premium cost of that participation for amounts due under Section 5(g)(i) as the 12 months following the date on which your employment with the Company terminates Executive may reasonably determine or, if earlier, until the date you become eligible Executive shall fail to enroll in notify the health (and/or, if applicable, dental) plan of a new employer, it being understood that, to the extent that the payment Company of the base salary contemplated by clause (A)(x) of this Section 5(c)(ii) in Executive's termination within a lump sum would result in adverse tax consequences under Section 409Areasonably timely manner, such payment as the Company shall instead be paid at the same time and in the same form as provided in Section 5(a)(i)(A) hereofdetermine.

Upon a Change of Control. Upon i. If a Change of Control (as defined in Section 6 hereof) the following shall occur: (i) at the time of the consummation of such Change of Control, 25% of any then unvested stock options held by you at such time that were granted occurs and if on or prior to the Amendment Date shall vest as of the date of the consummation of of, or within one year following, such Change of Control (notwithstanding any contrary provision in any agreement evidencing such stock options) with such vesting reducing the number of shares subject to such stock options that would otherwise vest on each subsequent vesting date by 25%. (ii) if, within one year following the date of the consummation of such a "Change of ControlControl Period"), the Company or any successor thereto terminates your Employee's employment with the Company other than for Cause, Cause or you terminate your Employee terminates his employment with the Company for Good ReasonReason and, in either event, Employee executes the Employee Release and does not revoke the same within the period stated in the Employee Release, then, in lieu of any payments to you or on your behalf of Employee under Section 5(a) hereof5.c or 5.e, the Company (A) the Company shall pay to you Employee, within ten (10) business days after such termination, a lump sum payment equal to the greater of (i) the sum of the Base Salary and the amount of any Bonus paid or payable during the remainder of the Term or (xii) your then-current annual base salary plus the sum of the Base Salary and the amount of any Bonus paid or payable to Employee during the twelve (y12) your target bonus amount for months preceding the year in month during which such termination occurs, which amount shall be paid to you as provided in Section 5(f) below; occurs and (B) 100% shall pay the full cost of Employee's continued participation in the Company's group health and dental insurance plans for so long as Employee remains entitled to continue such participation under COBRA or any then unvested equity successor law and equitythe applicable plan terms. ii. Notwithstanding the foregoing, the payments and benefits to which Employee would be entitled pursuant to Section 5.g.i as a result of a Change of Control shall be reduced to the maximum amount for which the Company will not be limited in its deduction pursuant to Section 280G of the Internal Revenue Code or any successor provision. Any such reduction shall be applied to the amounts due under Section 5.g.i as Employee may reasonably determine or, if Employee fails to make such determination promptly following notice from the Company, as the Company may reasonably determine. The limitations of the immediately preceding paragraph shall not apply if (A) the present value, net of all federal, state and other income and excise taxes, of all payments and benefits to which Employee is entitled hereunder without such limitations exceeds (B) the present value, net of all federal, state and other income and excise taxes, of all payments and benefits to which Employee would be entitled hereunder if such limitations applied. iii. A Change of Control shall be deemed to take place if after the Effective Time: (A) within twenty-based awardsfour (24) months after the commencement of a tender offer or exchange offer for voting securities of the Company (other than by the Company or any of its Affiliates), including, but not limited to, stock options, held by you at the time individuals who were directors of the Company immediately prior to the commencement of such termination offer shall fully vestcease to constitute a majority of the Board; or (B) the stockholders of the Company approve a merger or consolidation of the Company with any Person, effective upon other than a merger or consolidation which would result in the date voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than seventy-five percent (75%) of the combined voting power of the voting securities of the Company or such termination (notwithstanding any contrary provision in any agreement evidencing surviving entity outstanding immediately after such equity merger or equity-based awards)consolidation; and or (C) if you are participating there occurs a closing of a sale or other disposition by the Company of all or substantially all of the assets of the Company other than to any of its Affiliates or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates. iv. The Company shall promptly reimburse Employee for the amount of all reasonable attorneys' fees and expenses incurred by Employee in the Company’s group health plan and/or dental plan at the time your employment terminates pursuant seeking to obtain or enforce any right or benefit provided Employee under this Section 5(c)(ii) and you exercise your right to continue participation in those plans under COBRA, the Company will pay or, at its option, reimburse you, on a monthly basis, for the full monthly premium cost of that participation for the 12 months following the date on which your employment with the Company terminates or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental) plan of a new employer, it being understood that, to the extent that the payment of the base salary contemplated by clause (A)(x) of this Section 5(c)(ii) in a lump sum would result in adverse tax consequences under Section 409A, such payment shall instead be paid at the same time and in the same form as provided in Section 5(a)(i)(A) hereof5.g.

Upon a Change of Control. Upon a Change of Control (as defined in Section 6 hereof) the following shall occur: (i) at the time of the consummation of such Change of Control, 2550% of any then unvested stock options held by you at such time that were granted on or prior to the Amendment Date shall vest as of the date of the consummation of such Change of Control (notwithstanding any contrary provision in any agreement evidencing such stock options) with such vesting reducing the number of shares subject to such stock options that would otherwise vest on each subsequent vesting date by 2550%. (ii) if, within one year following the date of the consummation of such Change of Control, the Company or any successor thereto terminates your employment other than for Cause, or you terminate your employment for Good Reason, then, in lieu of any payments to you or on your behalf under Section 5(a) hereof, (A) the Company shall pay to you a lump sum payment equal to the product of 1.5 multiplied by the sum of (x) your then-current annual base salary plus (y) your target bonus amount for the year in which such termination occurs, which amount shall be paid to you as provided in Section 5(f) below; (B) 100% of any then unvested equity and equity-based awards, including, but not limited to, stock options, held by you at the time of such termination shall fully vest, effective upon the date of such termination (notwithstanding any contrary provision in any agreement evidencing such equity or equity-based awards); and (C) if you are participating in the Company’s group health plan and/or dental plan at the time your employment terminates pursuant to this Section 5(c)(ii) and you exercise your right to continue participation in those plans under COBRA, the Company will pay or, at its option, reimburse you, on a monthly basis, for the full monthly premium cost of that participation for the 12 18 months following the date on which your employment with the Company terminates or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental) plan of a new employer, it being understood that, to the extent that the payment of the base salary contemplated by clause (A)(x) of this Section 5(c)(ii) in a lump sum would result in adverse tax consequences under Section 409A, such payment shall instead be paid at the same time and in the same form as provided in Section 5(a)(i)(A) hereof.

Upon a Change of Control. Upon i. If a Change of Control (as defined in Section 6 hereofbelow and including, without limitation, the Merger) the following shall occur: (i) at the time of the consummation of such Change of Control, 25% of any then unvested stock options held by you at such time that were granted occurs and if on or prior to the Amendment Date shall vest as of the date of the consummation of of, or within one year following, such Change of Control (notwithstanding a "Change of Control Period"), the Company terminates Employee's employment with the Company other than for Cause or Employee terminates his employment with the Company for any contrary provision reason and, in any agreement evidencing such stock optionseither event, Employee executes the Employee Release and does not revoke the same within the period stated in the Employee Release, then the Company: (A) with such vesting reducing the number of shares subject to such stock options that would otherwise vest on each subsequent vesting date by 25%. (ii) ifshall pay Employee, within ten (10) business days after such termination, in cash and one year lump sum, an amount (the "Change of Control Payment") equal to 1.5 times the greater of (1) the sum of the Base Salary and the amount of any Target Bonus paid or payable during the twelve (12) months following the date on which such termination occurs or (2) the sum of the consummation Base Salary and the amount of any Target Bonus paid or payable to Employee during the twelve (12) months preceding the date on which such Change termination occurs, payable as provided below; and (B) shall pay the full cost of Control, Employee's continued participation in the Company Company's group health and dental insurance plans for so long as Employee remains entitled to continue such participation under COBRA or any successor thereto terminates your employment other than law and the applicable plan terms. Any decrease in Employee's Target Bonus that is approved by the Board or the Compensation Committee of the Board after the date a Change of Control occurs (the "Change of Control Date") and any decrease in Employee's Base Salary that occurs after the Change of Control Date shall be disregarded for Cause, or you terminate your employment for Good Reason, then, purposes of the calculation set forth in the preceding clause (A). The Change of Control Payment shall be in lieu of any payments to you or on your behalf under Section 5(a) hereof, of Employee that may otherwise be required pursuant to Sections 5.d or 5.e. ii. A Change of Control shall be deemed to take place if after the Effective Time: (A) within twenty-four (24) months after the commencement of a tender offer or exchange offer for voting securities of the Company shall pay to you a lump sum payment equal (other than by the Company or any of its Affiliates), the individuals who were directors of the Company immediately prior to the sum commencement of (x) your then-current annual base salary plus (y) your target bonus amount for such offer shall cease to constitute a majority of the year in which such termination occurs, which amount shall be paid to you as provided in Section 5(f) belowBoard; or (B) 100% the stockholders of the Company approve a merger or consolidation of the Company with any then unvested equity and equityPerson, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than seventy-based awards, including, but not limited to, stock options, held by you at five percent (75%) of the time combined voting power of the voting securities of the Company or such termination shall fully vest, effective upon the date of surviving entity outstanding immediately after such termination (notwithstanding any contrary provision in any agreement evidencing such equity merger or equity-based awards)consolidation; and or (C) if you are participating in there occurs a closing of a sale or other disposition by the Company’s group health Company of all or substantially all of the assets of the Company other than to any of its Affiliates or any trustee or other fiduciary holding securities under an employee benefit plan and/or dental plan at of the time your employment terminates Company or any of its Affiliates. iii. Notwithstanding the foregoing, the payments and benefits to which Employee would be entitled pursuant to this Section 5(c)(ii) and you exercise your right 5.g.i as a result of a Change of Control shall be reduced to continue participation in those plans under COBRA, the maximum amount for which the Company will pay or, at not be limited in its option, deduction pursuant to Section 280G of the Internal Revenue Code or any successor provision. iv. The Company shall promptly reimburse you, on a monthly basis, Employee for the full monthly premium cost amount of that participation for the 12 months following the date on which your employment with the Company terminates or, if earlier, until the date you become eligible all reasonable attorneys' fees and expenses incurred by Employee in seeking to enroll in the health (and/or, if applicable, dental) plan of a new employer, it being understood that, to the extent that the payment of the base salary contemplated by clause (A)(x) of obtain or enforce any right or benefit provided Employee under this Section 5(c)(ii) in a lump sum would result in adverse tax consequences under Section 409A, such payment shall instead be paid at the same time and in the same form as provided in Section 5(a)(i)(A) hereof5.g.

Upon a Change of Control. Upon (i) If a Change of Control (as defined in Section 6 hereof) the following shall occur: occurs, twenty-five percent (i25%) at the time of the consummation Executive’s stock options and restricted stock which, by their terms, vest only based on the passage of time (disregarding any acceleration of the vesting of such Change of Control, 25% of any then unvested stock options held by you at such time that were granted based on individual or prior to the Amendment Date Company performance) shall vest as of the date of the consummation of such Change of Control Control, provided that no more than one hundred-percent (notwithstanding 100%) of the total shares may vest at any contrary provision in any agreement evidencing such stock options) with such vesting reducing the number of shares subject to such stock options that would otherwise vest on each subsequent vesting date by 25%. (ii) iftime. If, within one year following the date such Change of the consummation of Control or otherwise in connection with such Change of Control, the Company or any successor thereto terminates your the Executive’s employment other than for Cause, or you terminate your the Executive terminates his employment for Good Reason, then, in lieu of any payments to you the Executive or on your the Executive’s behalf under Section 5(a) hereof, (Ai) all of the Executive’s then remaining unvested options and restricted stock which, by their terms, vest only based on the passage of time (disregarding any acceleration of the vesting of such options based on individual or Company performance) shall automatically vest as of the date of termination (notwithstanding anything to the contrary in Section 2(c) of this Agreement) and (ii) the Company shall pay to you pay, within thirty (30) days of such termination, (x) a lump sum payment equal to the sum of (x) your Executive’s then-current annual base salary plus for a period of twelve (12) months; and (y) your pay a pro-rata portion (for the period from January 1 of the year of termination through the date of termination) of the target cash bonus amount for the year in which such termination occurs, which amount the Executive is terminated; and, (ii) The Company and the Executive agree that in the event it shall be paid determined that any of the payments or benefits received or to you as provided be received by the Executive in connection with a Change of Control or the Executive’s termination from employment would be subject to the excise tax imposed by Section 5(f4999 of the Code, together with any interest or penalties imposed with respect to such excise tax (the “Excise Tax”), then the Executive shall be entitled to promptly receive from the Company an additional lump sum cash payment (the “Gross-Up Payment”) below; (B) 100% in an amount such that, after payment by the Executive of all taxes related to such payments and benefits, including any then unvested equity income taxes and equity-based awards, including, but not limited to, stock options, held by you at the time of such termination shall fully vest, effective Excise Tax imposed upon the date of such termination (notwithstanding any contrary provision in any agreement evidencing such equity or equityGross-based awards); and (C) if you are participating in the Company’s group health plan and/or dental plan at the time your employment terminates pursuant to this Section 5(c)(ii) and you exercise your right to continue participation in those plans under COBRAUp Payment, the Company will pay or, at its option, reimburse you, on a monthly basis, for Executive retains an amount of the full monthly premium cost of that participation for the 12 months following the date on which your employment with the Company terminates or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental) plan of a new employer, it being understood that, Gross-Up Payment equal to the extent that the payment of the base salary contemplated by clause (A)(x) of this Section 5(c)(ii) in a lump sum would result in adverse tax consequences under Section 409A, Excise Tax imposed upon such payment shall instead be paid at the same time payments and in the same form as provided in Section 5(a)(i)(A) hereofbenefits.

Upon a Change of Control. Upon i. If a Change of Control (as defined in Section 6 hereof) the following shall occur: (i) at the time of the consummation of such Change of Control, 25% of any then unvested stock options held by you at such time that were granted occurs and if on or prior to the Amendment Date shall vest as of the date of the consummation of of, or within one year following, such Change of Control (notwithstanding any contrary provision in any agreement evidencing such stock options) with such vesting reducing the number of shares subject to such stock options that would otherwise vest on each subsequent vesting date by 25%. (ii) if, within one year following the date of the consummation of such a "Change of ControlControl Period"), the Company or any successor thereto terminates your Employee's employment with the Company other than for Cause, Cause or you terminate your Employee terminates his employment with the Company for Good ReasonReason and, in either event, Employee executes the Employee Release and does not revoke the same within the period stated in the Employee Release, then, in lieu of any payments to you or on your behalf of Employee under Section 5(a) hereof5.c or 5.e, the Company (A) the Company shall pay to you Employee, within ten (10) business days after such termination, a lump sum payment equal to the greater of (i) the sum of the Base Salary and the amount of any Bonus paid or payable during the remainder of the Term or (xii) your then-current annual base salary plus the sum of the Base Salary and the amount of any Bonus paid or payable to Employee during the twelve (y12) your target bonus amount for months preceding the year in month during which such termination occurs, which amount shall be paid to you as provided in Section 5(f) below; occurs and (B) 100% shall pay the full cost of Employee's continued participation in the Company's group health and dental insurance plans for so long as Employee remains entitled to continue such participation under COBRA or any then unvested equity successor law and equitythe applicable plan terms. ii. Notwithstanding the foregoing, the payments and benefits to which Employee would be entitled pursuant to Section 5.g.i as a result of a Change of Control shall be reduced to the maximum amount for which the Company will not be limited in its deduction pursuant to Section 280G of the Internal Revenue Code or any successor provision. Any such reduction shall be applied to the amounts due under Section 5.g.i as Employee may reasonably determine or, if Employee fails to make such determination promptly following notice from the Company, as the Company may reasonably determine. The limitations of the immediately preceding paragraph shall not apply if (A) the present value, net of all federal, state and other income and excise taxes, of all payments and benefits to which Employee is entitled hereunder without such limitations exceeds (B) the present value, net of all federal, state and other income and excise taxes, of all payments and benefits to which Employee would be entitled hereunder if such limitations applied. iii. A Change of Control shall be deemed to take place if after the Effective Date: (A) within twenty-based awardsfour (24) months after the commencement of a tender offer or exchange offer for voting securities of the Company (other than by the Company or any of its Affiliates), including, but not limited to, stock options, held by you at the time individuals who were directors of the Company immediately prior to the commencement of such termination offer shall fully vestcease to constitute a majority of the Board; or (B) the stockholders of the Company approve a merger or consolidation of the Company with any Person, effective upon other than a merger or consolidation which would result in the date voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than seventy-five percent (75%) of the combined voting power of the voting securities of the Company or such termination (notwithstanding any contrary provision in any agreement evidencing surviving entity outstanding immediately after such equity merger or equity-based awards)consolidation; and or (C) if you are participating there occurs a closing of a sale or other disposition by the Company of all or substantially all of the assets of the Company other than to any of its Affiliates or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates. iv. The Company shall promptly reimburse Employee for the amount of all reasonable attorneys' fees and expenses incurred by Employee in the Company’s group health plan and/or dental plan at the time your employment terminates pursuant seeking to obtain or enforce any right or benefit provided Employee under this Section 5(c)(ii) and you exercise your right to continue participation in those plans under COBRA, the Company will pay or, at its option, reimburse you, on a monthly basis, for the full monthly premium cost of that participation for the 12 months following the date on which your employment with the Company terminates or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental) plan of a new employer, it being understood that, to the extent that the payment of the base salary contemplated by clause (A)(x) of this Section 5(c)(ii) in a lump sum would result in adverse tax consequences under Section 409A, such payment shall instead be paid at the same time and in the same form as provided in Section 5(a)(i)(A) hereof5.g.

Upon a Change of Control. Upon a Change of Control (as defined in Section 6 hereof) the following shall occur: (i) at the time of the consummation of such Change of Control, 25% of any then unvested stock options held by you at such time that were granted on or prior to the Amendment Date shall vest as of the date of the consummation of such Change of Control (notwithstanding any contrary provision in any agreement evidencing such stock options) with such vesting reducing the number of shares subject to such stock options that would otherwise vest on each subsequent vesting date by 25%. (ii) ifIf, within one year following the date of the consummation of such a Change of Control, the Company or any successor thereto terminates your employment other than for CauseCause pursuant to Section 4(b) of this Agreement, or you terminate your employment for Good ReasonReason pursuant to Section 4(c) of this Agreement, then, in lieu of any payments to you or on your behalf under Section 5(a) hereof, (A) the Company shall pay to you a lump sum payment equal to the product of 1.5 multiplied by the sum of (x) your then-current annual base salary plus (y) your target bonus amount the Target Bonus for the year in which such termination occurs, which amount shall be paid to you as provided in Section 5(f) below; (B) 100% of any then unvested equity and equity-based awards, including, but not limited to, stock optionsoptions and RSUs, held by you at the time of such termination shall fully vest, effective upon the date of such termination (notwithstanding any contrary provision in any agreement evidencing such equity or equity-based awards); and (C) if you are participating in the Company’s group health plan and/or dental plan at the time your employment terminates pursuant to this Section 5(c)(ii) and you exercise your right to continue participation in those plans under COBRA, the Company will pay or, at its option, reimburse you, on a monthly basis, the Health Continuation Benefits for the full monthly premium cost of that participation for the 12 18 months following the date on which your employment with the Company terminates or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental) plan of a new employeremployer that provides reasonably comparable coverage; provided, it being understood thathowever, in the event that the Company’s payment of the Health Continuation Benefits would subject the Company to any tax or penalty under the ACA or Section 105(h), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A, to restructure such benefit for compliance in a manner that ensures you receive a substantially similar economic benefit. Notwithstanding the foregoing, to the extent that the payment of the base salary and/or Target Bonus contemplated by clause (A)(xA) of this Section 5(c)(ii5(c) in a lump sum would result in adverse tax consequences under Section 409A, such payment shall instead be paid at the same time and in the same form as provided in Section 5(a)(i)(A5(a)(A) or (B) hereof, as applicable.

Upon a Change of Control. Upon i. If, within ninety (90) days prior to a Change of Control or within eighteen (18) months following a Change of Control (as defined in Section 6 hereof) the following shall occur: (i) at the time of the consummation of such Change of Control, 25% of any then unvested stock options held by you at such time that were granted on or prior to the Amendment Date shall vest as of the date of the consummation of such Change of Control (notwithstanding any contrary provision in any agreement evidencing such stock options) with such vesting reducing the number of shares subject to such stock options that would otherwise vest on each subsequent vesting date by 25%. (ii) if, within one year following the date of the consummation of such Change of Control), the Company or any successor thereto terminates your the Executive’s employment other than for CauseCause pursuant to Section 4(b) of this Agreement, or you terminate your the Executive terminates his employment for Good ReasonReason pursuant to Section 4(c) of this Agreement, then, in lieu of any payments to you the Executive or on your the Executive’s behalf under Section 5(a) hereof, (Ai) all of the Executive’s then remaining unvested options, restricted stock and restricted stock units which, by their terms, vest only based on the passage of time (disregarding any acceleration of the vesting of such options, restricted stock or restricted stock units based on individual or Company performance) shall (notwithstanding anything to the contrary in Section 2(b) of this Agreement) remain outstanding and eligible to vest until the Payment Commencement Date and, subject to Section 5(c)(iii), automatically become fully vested as of the Payment Commencement Date and (ii) the Company shall pay to you pay, on the Payment Commencement Date, a lump sum payment equal to the sum of (x) your then-current annual base salary plus (y) your target bonus amount for the year in which Executive’s Base Salary; provided, however, that if such termination occursoccurs prior to a Change of Control, which amount such severance payments shall be paid to you as provided in Section 5(f) below; (B) 100% of any then unvested equity and equity-based awards, including, but not limited to, stock options, held by you made at the time of such termination shall fully vest, effective upon and in the manner set forth in Section 5(a)(i) during the period beginning on the date of such termination through the date of the Change of Control with any severance remaining to be paid under this Section 5(c)(i) payable in a lump sum on the closing date of the Change of Control (notwithstanding any contrary provision in any agreement evidencing such equity or equity-based awardsor, if later, the Payment Commencement Date); and and, ii. If the Executive (Cincluding any family members) if you are is participating in the Company’s group health plan and/or dental plan at the time your the Executive’s employment terminates pursuant to this Section 5(c)(ii(and such termination is as described in (i) and you exercise your right to continue participation in those plans under COBRAabove), the Company will pay or, at its option, reimburse you, on the Executive a monthly basis, for lump sum cash amount equal to twelve times the full monthly premium cost of that participation for the 12 months following participation, as determined on the date on which your employment with the Company terminates orof termination, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental) plan of a new employer, it being understood that, to the extent that the payment of the base salary contemplated by clause (A)(x) of this Section 5(c)(ii) payable in a lump sum would result on the Payment Commencement Date. The Company will also pay the Executive on the date of termination any Base Salary earned but not paid through the, date of termination and pay for any vacation time accrued but not used to that date. In addition, the Company will pay the Executive any bonus which has been awarded to the Executive, but not yet paid on the date of termination of his employment, payable at such time when bonuses are paid to executives of the Company generally in adverse tax consequences accordance with the timing rules of Section 2(a). iii. Any obligation of the Company to provide the Executive severance payments or other benefits under this Section 409A5(c) is conditioned on the Executive’s signing, such payment returning and not revoking the Employee Release by the deadline specified therein (and in all events within 60 days following the termination of the Executive’s employment), which release shall instead be paid not apply to (i) claims for indemnification in the Executive’s capacity as an officer or director of the Company under the Company’s Certificate of Incorporation, By-laws or agreement, if any, providing for director or officer indemnification, (ii) rights to receive insurance coverage and payments under any policy maintained by the Company and (iii) rights to receive retirement benefits that are accrued and fully vested at the same time of the Executive’s termination and in the same form as provided in Section 5(a)(i)(A) hereofrights under such plans protected by ERISA.

Upon a Change of Control. Upon i. If a Change of Control (as defined in Section 6 hereofsubsection (g)(ii) the following shall occur: (ibelow) at the time of the consummation of such Change of Control, 25% of any then unvested stock options held by you at such time that were granted on or prior to the Amendment Date shall vest as of the date of the consummation of such Change of Control (notwithstanding any contrary provision in any agreement evidencing such stock options) with such vesting reducing the number of shares subject to such stock options that would otherwise vest on each subsequent vesting date by 25%. (ii) ifoccurs and, within one year two (2) years following the date of the consummation of such Change of Control, the Company or any successor thereto Bank terminates your the Executive's employment other than for Cause, or you terminate your the Executive terminates his employment for Good Reason, and the Executive executes the Executive Release within twenty-one (21) days of the date of notice of termination of his employment and does not timely revoke it, then, in lieu of any payments payment and benefits to you or on your behalf which the Executive would otherwise be entitled under Section 5(a6(d) or 6(e) hereof, the Bank: (1) shall pay the Executive an amount equal to twenty-four (24) months' base salary at the rate in effect on the date of termination of the Executive's employment, which the Executive may elect to receive (A) in a single lump sum, payable within thirty (30) days following the effective date of the Executive Release or (B) as salary continuation payable at the Bank's regular payroll periods and in accordance with its regular payroll practices commencing on the next regular payday following the effective date of the Executive Release, but retroactive to the date of termination; and (2) at the Executive's election, (A) the Company shall pay continue to you a lump sum payment equal to the sum of (x) your then-current annual base salary plus (y) your target bonus amount for the year in which such termination occurs, which amount shall be paid to you as provided in Section 5(f) below; (B) 100% of any then unvested equity and equity-based awards, including, but not limited to, stock options, held by you at the time of such termination shall fully vest, effective upon the date of such termination (notwithstanding any contrary provision in any agreement evidencing such equity or equity-based awards); and (C) if you are participating in the Company’s group health plan and/or dental plan at the time your employment terminates pursuant to this Section 5(c)(ii) and you exercise your right to continue participation in those plans under COBRA, the Company will pay or, at its option, reimburse you, on a monthly basispay, for the full monthly premium cost period of that participation for the 12 twenty-four months following termination of the date on which your Executive's employment with the Company terminates or, if earlier, until the date you become the Executive is covered under another employer's health plan that is comparable to that of the Bank (the "POST-EMPLOYMENT HEALTH COVERAGE PERIOD"), that share of the premium cost of Executive's participation and that of his eligible to enroll dependents in the Bank's group health plan as it pays for active employees of the Bank and their eligible dependents generally OR (and/or, if applicable, dentalB) plan of shall pay the Executive a new employer, it being understood that, single lump sum payment equal to the extent amount that the payment Bank would have expended if participation had been elected and continued for a period of twenty-four (24) months, which lump sum shall be payable within thirty (30) days following the effective date of the base salary contemplated by clause Executive Release, and the Executive and his eligible dependents may exercise their rights under COBRA to continue participation in the group health plan at their cost effective as of the date his employment terminates. Should the Executive elect option (A)(xA) above, the period of this Section 5(c)(ii) in any continued health coverage to which the Executive and his eligible dependents may be entitled under COBRA as a lump sum would result in adverse tax consequences under Section 409A, such payment shall instead be paid of the Executive's termination of employment will commence at the same time and in end of the same form as provided in Section 5(a)(i)(A) hereof.above-defined Post-Employment Health

Upon a Change of Control. Upon If a Change of Control (as defined in Section 6 hereof) the following shall occur: (i) at the time of the consummation of such Change of Control, 25% of any as defined in Paragraph 13 below, occurs, then unvested stock options held by you at such time that were granted on or prior to if the Amendment Date shall vest as of the date of the consummation of such Change of Control (notwithstanding any contrary provision in any agreement evidencing such stock options) Executive's employment with such vesting reducing the number of shares subject to such stock options that would otherwise vest on each subsequent vesting date by 25%. (ii) if, within one year following the date of the consummation of such Change of Control, the Company or shall terminate for any successor thereto terminates your employment reason other than by the Company for Cause, or you terminate your employment for Good Reason, then, in lieu of any payments to you or on your behalf the Executive under Section 5(aParagraph 5(d) hereof and in addition to any payments to the Executive under Paragraph 5(e) hereof, and provided that the Executive signs the Employee Release specified in Paragraph 5(d), the Company shall: (Ai) in addition to the Final Compensation, make a on-time payment to Executive within 30 days of the Separation Date equal to Base Salary for one year at the then current rate; and (ii) cause all stock options that the Executive then holds that are not exercisable on the Separation Date to immediately vest and become fully exercisable (the "Accelerated Options") and cause to lapse any restrictions on any shares of restricted stock that the Executive then holds. The Accelerated Options will remain exercisable until that date which is three months from the Separation Date (or, if the Separation Date occurs prior to the date the Change of Control occurs, until that date which is three months from the date the Change of Control occurs), after which date any Accelerated Options not exercised shall be forfeited and shall terminate. Except as otherwise expressly provided in this Paragraph 5(f), the terms and conditions of the Accelerated Options shall remain unchanged and shall be governed by the terms of the applicable stock option grants, agreements and plans and other restrictions or provisions generally applicable to options granted to Company employees, as these may be amended from time to time by the Company. In addition, the Company shall pay to you a lump sum payment equal to the sum Executive any Bonus for such fiscal year, pro-rated based on the number of (x) your then-current annual base salary plus (y) your target bonus amount for days during such fiscal year the year in which such termination occurs, which amount shall be paid to you as provided in Section 5(f) below; (B) 100% of any then unvested equity and equity-based awards, including, but not limited to, stock options, held Executive was employed by you at the time of such termination shall fully vest, effective upon the date of such termination (notwithstanding any contrary provision in any agreement evidencing such equity or equity-based awards); and (C) if you are participating in the Company’s group health plan and/or dental plan at . If the time your employment terminates pursuant to this Section 5(c)(ii) and you exercise your right to continue participation in those plans under COBRA, the Company will pay or, at its option, reimburse you, on a monthly basis, for the full monthly premium cost of that participation for the 12 months following the date on which your Executive's employment with the Company terminates orshall terminate under Section 5(d), if earlierand a Change of Control occurs within the ensuing four (4) months, until the Company shall on the date you become eligible to enroll in of the health (and/or, if applicable, dental) plan Change of Control make a new employer, it being understood that, lump-sum payment to the extent that Executive equal to the payment aggregate remaining Severance Payments and the difference between the exercise price and the fair market value (on the date of the base salary contemplated Change of Control) on all stock options held by clause (A)(x) of this Section 5(c)(ii) in a lump sum would result in adverse tax consequences under Section 409A, such payment shall instead be paid at the same time and in the same form as provided in Section 5(a)(i)(A) hereofExecutive upon his termination that were cancelled or expired.

Upon a Change of Control. Upon i. If a Change of Control (as defined in Section 6 hereofbelow and including, without limitation, the Merger) the following shall occur: (i) at the time of the consummation of such Change of Control, 25% of any then unvested stock options held by you at such time that were granted occurs and if on or prior to the Amendment Date shall vest as of the date of the consummation of of, or within one year following, such Change of Control (notwithstanding a "Change of Control Period"), the Company terminates Employee's employment with the Company other than for Cause or Employee terminates his employment with the Company for any contrary provision reason and, in any agreement evidencing such stock optionseither event, Employee executes the Employee Release and does not revoke the same within the period stated in the Employee Release, then the Company: (A) with such vesting reducing the number of shares subject to such stock options that would otherwise vest on each subsequent vesting date by 25%. (ii) ifshall pay Employee, within ten (10) business days after such termination, in cash and one year lump sum, an amount (the "Change of Control Payment") equal to 1.5 times the greater of (1) the sum of the Base Salary and the amount of any Bonus paid or payable during the twelve (12) months following the date on which such termination occurs or (2) the sum of the consummation Base Salary and the amount of any Bonus paid or payable to Employee during the twelve (12) months preceding the date on which such Change termination occurs, payable as provided below; and (B) shall pay the full cost of Control, Employee's continued participation in the Company Company's group health and dental insurance plans for so long as Employee remains entitled to continue such participation under COBRA or any successor thereto terminates your employment other than law and the applicable plan terms. Any decrease in Employee's Bonus and any decrease in Employee's Base Salary that occurs after the date a Change of Control occurs shall be disregarded for Cause, or you terminate your employment for Good Reason, then, purposes of the calculation set forth in the preceding clause (A). The Change of Control Payment shall be in lieu of any payments to you or on your behalf under Section 5(a) hereof, of Employee that may otherwise be required pursuant to Sections 5.d or 5.e. ii. A Change of Control shall be deemed to take place if after the Effective Time: (A) within twenty-four (24) months after the commencement of a tender offer or exchange offer for voting securities of the Company shall pay to you a lump sum payment equal (other than by the Company or any of its Affiliates), the individuals who were directors of the Company immediately prior to the sum commencement of (x) your then-current annual base salary plus (y) your target bonus amount for such offer shall cease to constitute a majority of the year in which such termination occurs, which amount shall be paid to you as provided in Section 5(f) belowBoard; or (B) 100% the stockholders of the Company approve a merger or consolidation of the Company with any then unvested equity and equityPerson, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than seventy-based awards, including, but not limited to, stock options, held by you at five percent (75%) of the time combined voting power of the voting securities of the Company or such termination shall fully vest, effective upon the date of surviving entity outstanding immediately after such termination (notwithstanding any contrary provision in any agreement evidencing such equity merger or equity-based awards)consolidation; and or (C) if you are participating in there occurs a closing of a sale or other disposition by the Company’s group health Company of all or substantially all of the assets of the Company other than to any of its Affiliates or any trustee or other fiduciary holding securities under an employee benefit plan and/or dental plan at of the time your employment terminates Company or any of its Affiliates. iii. Notwithstanding the foregoing, the payments and benefits to which Employee would be entitled pursuant to this Section 5(c)(ii) and you exercise your right 5.g.i as a result of a Change of Control shall be reduced to continue participation in those plans under COBRA, the maximum amount for which the Company will pay or, at not be limited in its option, deduction pursuant to Section 280G of the Internal Revenue Code or any successor provision. iv. The Company shall promptly reimburse you, on a monthly basis, Employee for the full monthly premium cost amount of that participation for the 12 months following the date on which your employment with the Company terminates or, if earlier, until the date you become eligible all reasonable attorneys' fees and expenses incurred by Employee in seeking to enroll in the health (and/or, if applicable, dental) plan of a new employer, it being understood that, to the extent that the payment of the base salary contemplated by clause (A)(x) of obtain or enforce any right or benefit provided Employee under this Section 5(c)(ii) in a lump sum would result in adverse tax consequences under Section 409A, such payment shall instead be paid at the same time and in the same form as provided in Section 5(a)(i)(A) hereof5.g.

Upon a Change of Control. Upon (i) If a Change of Control (as defined in Section 6 hereof) occurs on the following shall occur: (i) at the time of the consummation date of such Change of in Control, 25% fifty-percent (50%) of any then unvested stock options held by you at such time that were previously granted on or prior to the Amendment Date shall vest Executive that are outstanding and unvested as of that date shall become vested and exercisable, provided that the Executive is employed by the Company on the date of the consummation of such Change of Control (notwithstanding any contrary provision in any agreement evidencing such stock options) with such vesting reducing the number of shares subject to such stock options that would otherwise vest on each subsequent vesting date by 25%Control. (ii) if, If a Change of Control occurs and within one year eighteen (18) months following the date of the consummation of such Change of Control, the Company or any successor thereto terminates your the Executive's employment other than for Cause, or you terminate your the Executive terminates his/her employment as a result of a Compensation Reduction or for Good ReasonReason (as defined herein), then, in lieu of any payments to you or on your behalf of the Executive under Section 5(a5(d) or 5(e) hereof, (A) the Company shall pay to you a the Executive in one lump sum payment an amount equal to (A) eighteen (18) months Base Salary at the sum rate in effect on the date of termination, plus (B) 150% of the higher of (x) your then-current annual base salary plus (y) your the Executive's target incentive bonus amount under the Executive Incentive Plan for the year in which such termination occurs, which amount shall be the Executive's employment is terminated or (y) the actual incentive bonus paid to you as provided the Executive, if any, under the Executive Incentive Plan for the last full fiscal year preceding the year in Section 5(f) below; (B) 100% of any then unvested equity and equity-based awards, including, but not limited to, stock options, held by you at which the time of such termination shall fully vest, effective upon the date of such termination (notwithstanding any contrary provision in any agreement evidencing such equity or equity-based awards)Executive's employment is terminated; and shall also, until the conclusion of a period of eighteen (C18) if you are participating in the Company’s group health plan and/or dental plan at the time your employment terminates pursuant to this Section 5(c)(ii) and you exercise your right to continue participation in those plans under COBRA, the Company will pay or, at its option, reimburse you, on a monthly basis, for the full monthly premium cost of that participation for the 12 months following the date of termination, pay the full premium cost of the Executive's participation in the Company's group medical and dental insurance plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. In addition, any outstanding unvested options granted to the Executive as of the date of the Change in Control shall become vested and shall be exercisable for ninety (90) days following termination of the Executive's employment. The Company will also provide the Executive with an outplacement assistance benefit in the form of a lump-sum payment of $15,000 plus an additional lump-sum payment in an amount sufficient, after giving effect to all federal, state and other taxes with respect to such additional payment, to make Executive whole for all taxes (including withholding taxes) on such outplacement assistance benefit. (iii) All payments required to be made by the Company hereunder to Executive or his/her dependents, beneficiaries, or estate will be subject to the withholding of such amounts relating to tax and/or other payroll deductions as may be required by law. In the event that it is determined that any payment or benefit provided by the Company to or for the benefit of Executive, either under this Agreement or otherwise, will be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code or any successor provision(s) ("Section 4999"), the Company will, prior to the date on which your employment any amount of the excise tax must be paid or withheld, make an additional lump-sum payment (the "Gross-up Payment") to Executive in an amount sufficient, after giving effect to all federal, state and other taxes and charges (including interest and penalties, if any) with respect to the gross-up payment, to make Executive whole for all taxes (including withholding taxes) and any associated interest and penalties, imposed under or as a result of Section 4999. Determinations under this Section 5(g)(iii) will be made by an accounting firm engaged by the Company (the "Firm"). The determinations of the Firm will be binding upon the Company and Executive except as the determinations are established in resolution (including by settlement) of a controversy with the Company terminates orInternal Revenue Service to have been incorrect. All fees and expenses of the Firm will be paid by the Company. If the Internal Revenue Service asserts a claim that, if earliersuccessful, until would require the date you become eligible Company to enroll make a Gross-up Payment or an additional Gross-up Payment, the Company and Executive will cooperate fully in resolving the controversy with the Internal Revenue Service. The Company will make or advance such Gross-up Payments as are necessary to prevent Executive from having to bear the cost of payments made to the Internal Revenue Service in the health (and/orcourse of, if applicableor as a result of, dental) plan the controversy. The Firm will determine the amount of a new employer, it being understood that, such Gross-up Payments or advances and will determine after final resolution of the controversy whether any advances must be returned by Executive to the extent Company. The Company will bear all expenses of the controversy and will gross Executive up for any additional taxes that the may be imposed upon Executive as a result of its payment of such expenses. (iv) For the base salary contemplated purpose of this Section 5(g), a "Change in Control" shall mean: (A) the acquisition by clause any Organization of beneficial ownership (A)(xwithin the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the common stock of the Company; provided, however, that for purposes of this subsection (A), an acquisition shall not constitute a Change in Control if it is: (x) by a Benefit Plan sponsored or maintained by the Company or an entity controlled by the Company or (y) by an entity pursuant to a transaction that complies with clauses (x), (y) and (z) of subsection (C) of this Section 5(c)(ii5(g)(iv); or (B) individuals who, as of October 1, 2006, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to October 1, 2006 whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (or a majority of the members of a nominating committee who are members of the Incumbent Board) shall be treated as a member of the Incumbent Board unless he or she assumed office as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of an Organization other than the Board; or (C) consummation of a merger or consolidation involving the Company, or a sale or other disposition of all or substantially all of the assets of the Company, (a "transaction") in each case unless, immediately following such transaction, (x) the beneficial owners of the common stock of the Company outstanding immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of the combined voting power of the outstanding voting securities of the entity resulting from such transaction (including, without limitation, an entity which as a lump sum would result in adverse tax consequences under Section 409Aof such transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries), (y) no Organization (excluding any entity resulting from such payment shall instead be paid at transaction or any Benefit Plan of the same time Company or such entity resulting from such transaction) beneficially owns, directly or indirectly, 50% or more of the combined voting power of the then outstanding voting securities of such entity and in the same form as provided in Section 5(a)(i)(A) hereof.(z)

Upon a Change of Control. Upon (i) If a Change of Control (as defined in Section 6 hereof) occurs (X) of your then remaining unvested options, those which are scheduled to vest in the twelve (12) months following such Change of Control shall occur: (i) at the time of vest, effective upon the consummation of such Change of Control, 25% of any then unvested stock options held by you at such time that were granted on or prior to the Amendment Date shall vest as of the date of the consummation of such Change of Control and (notwithstanding any contrary provision in any agreement evidencing such stock options) with such vesting reducing the number of shares subject to such stock options that would otherwise vest on each subsequent vesting date by 25%. (iiY) if, within one year following the date such Change of the consummation of Control or otherwise in connection with such Change of Control, the Company or any successor thereto terminates your employment other than for Cause, or you terminate your employment for Good Reason, then, in lieu of any payments to you or on your behalf under Section 5(a) hereof, (Ai) the Company shall pay to you you, within thirty (30) days of such termination, (x) a lump sum payment equal to the sum twelve (12) months of (x) your then-current annual base salary plus and (y) your target bonus amount a pro-rata portion (for the period from January 1 of the year in which such of termination occurs, which amount shall be through the date of termination) of the cash bonus paid to you as provided in Section 5(fthe previous year, if any, (ii) below; the Company will also pay you on the date of termination any base salary earned but not paid through the date of termination and pay for any vacation time accrued but not used to that date, (Biii) 100of your then remaining unvested options, a number equal to (x) 50% of any then your unvested equity and equity-based awardsoptions immediately prior to the Change of Control minus (y) the number options vesting pursuant to clause (X) above, including, but not limited to, stock options, held by you at the time of such termination shall fully vest, vest effective upon the date of such termination (notwithstanding any contrary provision in any agreement evidencing such equity or equity-based awards); termination, and (Civ) if you are participating in the Company’s 's group health plan and/or dental plan at the time your employment terminates pursuant to this Section 5(c)(ii) terminates, and you exercise your right to continue participation in those plans under the federal law known as COBRA, or any successor law, the Company will pay or, at its option, reimburse you, on a monthly basis, for the full monthly premium cost of that participation for the 12 twelve (12) months following the date on which your employment with the Company terminates or, if earlier, until the date you become eligible to enroll in the health (and/oror, if applicable, dental) plan of a new employer. In addition, it being understood thatthe Company will pay you any bonus which has been awarded to you, but not yet paid on the date of termination of your employment. (ii) If any payment or benefit you would receive under this Agreement, when combined with any other payment or benefit you receive pursuant to the extent that termination of your employment with the payment Company ("Payment") would (i) constitute a "parachute payment" within the meaning of Section 280G of the base salary contemplated Internal Revenue Code of 1986, as amended (the "Code"), and (ii) but for this sentence, be subject to the excise tax imposed by clause Section 4999 of the Code (A)(xthe "Excise Tax"), then such Payment shall be either (x) the full amount of this Section 5(c)(iisuch Payment or (y) in a lump sum such less amount (with cash payments being reduced before stock option compensation) as would result in adverse no portion of the Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal state and local employments taxes, income taxes, and the Excise Tax results in your receipt, on an after-tax consequences under Section 409Abasis, such payment shall instead of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be paid at subject to the same time and in the same form as provided in Section 5(a)(i)(A) hereofExcise Tax.

Upon a Change of Control. Upon (i) If a Change of Control (as defined in Section 6 hereofbelow) the following shall occur: (i) at the time of the consummation of such Change of Control, 25% of any then unvested stock options held by you at such time that were granted on or prior to the Amendment Date shall vest as of the date of the consummation of such Change of Control (notwithstanding any contrary provision in any agreement evidencing such stock options) with such vesting reducing the number of shares subject to such stock options that would otherwise vest on each subsequent vesting date by 25%. (ii) ifoccurs and, within one year two (2) years following the date of the consummation of such Change of Control, the Company or any successor thereto terminates your the Employee's employment other than for Cause, or you terminate your the Employee terminates his employment for Good Reason, then, in lieu of any payments to you or on your behalf under Section 5(a) hereof, the Company (A) the Company shall pay the Employee, as severance pay, an amount equal to you twenty-four (24) months' Base Salary at the rate in effect on the date of termination of the Employee's employment, payable in a single lump sum payment equal to within five (5) business days following the sum date of (x) your then-current annual base salary plus (y) your target bonus amount for the year in which such termination occurs, which amount shall be paid to you as provided in Section 5(f) belowtermination; (B) 100% shall pay the premium cost of any then unvested equity the Employee's participation in the Company's group medical and equitydental plans for a period of twenty-based awards, including, but not limited to, stock options, held by you at the time of such termination shall fully vest, effective upon four (24) months following the date of termination, provided that the Employee is entitled to continue such termination (notwithstanding any contrary provision in any agreement evidencing such equity or equity-based awards)participation under applicable law and plan terms; and (C) if you are participating shall cause to become vested on the date of termination 100% of the options granted pursuant to Section 4(c) hereof or otherwise which remain unvested on that date and the Employee shall be entitled to not less than ninety (90) days following the date of termination to exercise all or any portion of such options. (ii) Notwithstanding the foregoing, in the event of a Change of Control prior to an IPO in which the aggregate value of the sale proceeds (including any retained shares) received by the venture capital investors is less than one hundred and ten percent (110%) of the amount of their investment, the severance pay under (g)(i)(A) directly above shall be reduced to an amount equal to twelve (12) months' Base Salary and the Company’s group health plan and/or dental plan at 's payment of premium costs under (g)(i)(B) above shall not exceed twelve (12) months. (iii) In the time your employment terminates pursuant event that it is determined that any payment or benefit provided by the Company to the Employee or for his benefit, either under this Section 5(c)(ii) and you exercise your right Agreement or otherwise, will be subject to continue participation in those plans under COBRAthe excise tax imposed by section 4999 of the Internal Revenue Code or any successor provision ("section 4999"), the Company will pay orshall, at its option, reimburse you, on a monthly basis, for the full monthly premium cost of that participation for the 12 months following prior to the date on which your employment any amount of the excise tax must be paid or withheld, make an additional lump sum payment (the "gross up payment") to the Employee. The gross up payment will be sufficient, after giving effect to all federal, state and other taxes and charges (including interest and penalties, if any) with respect to the gross up payment, to make the Employee whole for all taxes (including withholding taxes) and any associated interest and penalties, imposed under or as a result of section 4999. Determinations under this Section 5(g)(iii) will be made by the Company's independent auditors unless the Employee has reasonable objections to the use of that firm, in which case the determinations will be made by a comparable firm chosen by the Employee after consultation with the Company terminates or(the firm making the determinations being referred to as the "Firm"). The determinations of the Firm will be binding upon the Company and the Employee except as the determinations are established in resolution (including without limitation by settlement) of a controversy with the Internal Revenue Service to have been incorrect. All fees and expenses of the Firm will be paid by the Company. If the Internal Revenue Service asserts a claim that, if earliersuccessful, until would require the date you become eligible Company to enroll make a gross-up payment or an additional gross-up payment, the Company and the Employee will cooperate fully in resolving the controversy with the Internal Revenue Service. The Company will make or advance such gross-up payments as are necessary to prevent the Employee from having to bear the cost of payments made to the Internal Revenue Service in the health (and/orcourse of, if applicableor as a result of, dental) plan the controversy. The Firm will determine the amount of a new employer, it being understood that, such gross-up payments or advances and will determine after resolution of the controversy whether any advances must be returned by the Employee to the extent Company. The Company will bear all expenses of the controversy and will gross the Employee up for any additional taxes that may be imposed upon the Employee as a result of its payment of the base salary contemplated by clause (A)(x) of this Section 5(c)(ii) in a lump sum would result in adverse tax consequences under Section 409A, such payment shall instead be paid at the same time and in the same form as provided in Section 5(a)(i)(A) hereofexpenses.

Upon a Change of Control. Upon i. If, within ninety (90) days prior to the Change of Control or within eighteen (18) months following a Change of Control (as defined in Section 6 hereof) the following shall occur: (i) at the time of the consummation of such Change of Control, 25% of any then unvested stock options held by you at such time that were granted on or prior to the Amendment Date shall vest as of the date of the consummation of such Change of Control (notwithstanding any contrary provision in any agreement evidencing such stock options) with such vesting reducing the number of shares subject to such stock options that would otherwise vest on each subsequent vesting date by 25%. (ii) if, within one year following the date of the consummation of such Change of Control), the Company or any successor thereto terminates your the Executive’s employment other than for Cause, or you terminate your the Executive terminates her employment for Good Reason, then, in lieu of any payments to you the Executive or on your the Executive’s behalf under Section 5(a) hereof, (Ai) all of the Executive’s then remaining unvested options, restricted stock and restricted stock units which, by their terms, vest only based on the passage of time (disregarding any acceleration of the vesting of such options, restricted stock or restricted stock units based on individual or Company performance) shall automatically vest as of the date of termination (notwithstanding anything to the contrary in Section 2(b) of this Agreement), and (ii) the Company shall pay to you pay, on the Payment Commencement Date, a lump sum payment equal to the sum of (x) your Executive’s then-current annual base salary plus (y) your target bonus amount for the year in which salary; provided, however, that if such termination occursoccurs prior to a Change of Control, which amount such severance payments shall be paid to you as provided in Section 5(f) below; (B) 100% of any then unvested equity and equity-based awards, including, but not limited to, stock options, held by you made at the time of such termination shall fully vest, effective upon and in the manner set forth in Section 5(a)(i) during the period beginning on the date of such termination (notwithstanding through the date of the Change of Control with any contrary provision severance remaining to be paid under this Section 5(c)(i) payable in any agreement evidencing such equity or equity-based awards)a lump sum on the closing date of the Change of Control; and (C) if you are and, ii. If the Executive is participating in the Company’s group health plan and/or dental plan at the time your the Executive’s employment terminates pursuant to this Section 5(c)(ii(and such termination is as described in (i) above), and you exercise your the Executive exercises her right to continue participation in those plans under the federal law known as COBRA, or any successor law, the Company will pay or, at its option, reimburse you, on a monthly basisthe Executive, for the full monthly premium cost of that participation for the 12 months twelve (12) following the date on which your the Executive’s employment with the Company terminates or, if earlier, until the date you become the Executive becomes eligible to enroll in the health (and/oror, if applicable, dental) plan of a new employer, it being understood thatwith such amount payable on a pro-rata basis in accordance with the Company’s regular payroll practices for benefits beginning on the Payment Commencement Date. Notwithstanding the foregoing, to the extent that if the payment or reimbursement by the Company of the base salary contemplated by clause (A)(x) premium costs described in the preceding sentence will subject or expose the Company to taxes or penalties, the Executive and the Company agree to renegotiate the provisions of this Section 5(c)(ii5(b)(ii) in good faith and enter into a substitute arrangement pursuant to which the Company will not be subjected or exposed to taxes or penalties and the Executive will be provided with payments or benefits with an economic value that is no less than the economic value of the premium costs described herein. The Company will also pay the Executive on the date of termination any base salary earned but not paid through the, date of termination and pay for any vacation time accrued but not used to that date. In addition, the Company will pay the Executive any bonus which has been awarded to the Executive, but not yet paid on the date of termination of her employment, payable in a lump sum would result on the Payment Commencement Date. iii. Any obligation of the Company to provide the Executive severance payments or other benefits under this Section 5(c) is conditioned on the Executive’s signing an effective and reasonable release of claims in adverse tax consequences the form provided by the Company (the “Employee Release”) within 60 days following the termination of the Executive’s employment, which release shall not apply to (i) claims for indemnification in the Executive’s capacity as an officer or director of the Company under Section 409Athe Company’s Certificate of Incorporation, such payment shall instead be paid By-laws or agreement, if any, providing for director or officer indemnification, (ii) rights to receive insurance coverage and payments under any policy maintained by the Company and (iii) rights to receive retirement benefits that are accrued and fully vested at the same time of the Executive’s termination and in the same form as provided in Section 5(a)(i)(A) hereofrights under such plans protected by ERISA.

Upon a Change of Control. Upon (i) If a Change of Control (as defined in Section 6 hereof) the following shall occur: (i) occurs and, at the time of such occurrence or within two (2) years thereafter, the consummation Company terminates the Executive’s employment other than for Cause in accordance with Section 5(d) hereof or the Executive terminates his employment for Good Reason in accordance with Section 5(e), the Company shall provide the Executive any Final Compensation due and shall pay the Executive any Annual Bonus earned for the fiscal year immediately preceding that in which termination occurs, if unpaid on the Date of such Termination, which Annual Bonus shall be payable on the date annual bonuses for that immediately preceding fiscal year are paid to Company executives generally and, in addition, provided that the Executive meets all conditions to eligibility of the Severance Benefits as set forth in Section 5(d)(ii) hereof, the Executive shall be entitled to receive the Severance Benefits on the same terms as would have applied had his employment been terminated by the Company other than for Cause or by the Executive for Good Reason prior to the occurrence of a Change of Control, 25% of any then unvested stock options held by you at such time except that were granted on or prior to the Amendment Date shall vest as of the date of the consummation of such Change of Control (notwithstanding any contrary provision in any agreement evidencing such stock optionsI) with such vesting reducing the number of shares subject to such stock options that would otherwise vest on each subsequent vesting date by 25%. (ii) if, within one year following the date of the consummation of such Change of Control, the Company or any successor thereto terminates your employment other than for Cause, or you terminate your employment for Good Reason, then, in lieu of any payments providing the Executive Severance Pay during the Severance Pay Period in accordance with clause (A) of Section 5(d)(i), the Company, subject to you or on your behalf under Section 5(a5(h)(i) hereof, (A) the Company shall pay to you the Executive, no later than the sixtieth (60) calendar day following the Date of Termination, a single lump sum payment equal to twice the sum of the Base Salary (xat the annual rate) your then-current annual base salary plus and the Target Bonus (ythe “Enhanced Separation Pay”); (II) your target bonus amount for in lieu of the year in which such termination occurs, which amount shall be paid to you as premium contributions that the Company would otherwise have provided in Section 5(f) below; under clause (B) 100% of any then unvested equity Section 5(d)(i) for participation by the Executive and equity-based awards, including, but not limited to, stock options, held by you at the time of such termination shall fully vest, effective upon the date of such termination (notwithstanding any contrary provision in any agreement evidencing such equity or equity-based awards); and (C) if you are participating his eligible dependents in the Company’s group health plan and/or health, dental plan at and vision plans (to the time your employment terminates pursuant to this Section 5(c)(iiextent offered by the Company) and you exercise your right to continue participation in those plans under COBRA, the Company will shall pay or, at its option, reimburse you, on a monthly basis, the full premium cost and any required administrative fee for the full monthly premium cost duration specified in Section 5(d)(i)(B); and (III) in lieu of the accelerated vesting provided under clause (D) of Section 5(d)(i), any portion of the Option and any Additional Options that participation for are unvested on the 12 months Date of Termination and have not yet expired in accordance with their terms shall vest and become exercisable on the Accelerated Vesting Date and shall remain exercisable until the earlier of the (y) end of the three (3) month period following the Date of Termination and (z) the date on which your employment with the Company terminates or, if earlier, until option to which those shares are subject (whether it be the date you become eligible to enroll in the health (and/or, if applicable, dental) plan of a new employer, it being understood that, to the extent that the payment Option or one of the base salary contemplated by clause (A)(xAdditional Options) would otherwise expire and if the Restricted Stock or any other restricted stock or restricted stock units granted the Executive during his employment hereunder are unvested on the Date of this Section 5(c)(ii) in a lump sum would result in adverse tax consequences under Section 409ATermination, such payment they too shall instead be paid at vest on the same time and in the same form as provided in Section 5(a)(i)(A) hereofAccelerated Vesting Date.

Upon a Change of Control. Upon Executive’s employment hereunder shall automatically terminate upon a Change of Control (as defined in Section 6 hereof) and Executive shall receive the following shall occurfollowing: (i) the Section 8 Amounts; (ii) an amount equal to 200% of the sum of (1) Executive’s Base Salary (which Base Salary is computed before deduction for any deferred compensation or other employee deferrals) at the highest of (A) the rate in effect as of Date of Termination, or (B) the rate in effect at the time of the consummation of such Change of Control, 25% plus (2) the average of the sum of (i) the Special Bonus and (ii) the award payments made to him under the MICP for the three years preceding the Date of Termination (or for the number of years he has participated in such plan, if less than three), including any portion of any then such payments that Executive elected to defer to his Standard Deferral Account in the DP&L Key Employees Deferred Compensation Plan; (iii) the amount of any MICP awards earned with respect to any completed period, but unvested as of the Date of Termination; provided that in the event the Date of Termination precedes the completion of a period in which, pursuant to the MICP, Executive could have earned compensation thereunder, or in the event the Date of Termination precedes the determination of compensation that he has earned for a completed period under the MICP, then, with respect to each such period, Executive shall be entitled to an amount equal to the average of the sum of (i) the Special Bonus and (ii) award payments made to him under the MICP for the three years preceding the Date of Termination (or for the number of years he has participated in such plan, if less than three), including any portion of any such payments that he elected to defer to his Standard Deferral Account in the DP&L’s Key Employees Deferred Compensation Plan; (iv) all unvested stock options held by you awarded to Executive under the Option Plan shall become fully vested. (v) the Companies shall, at such time that were granted on or their expense, maintain in full force and effect for Executive’s continued benefit all life insurance and accident plans in which he was entitled to participate immediately prior to the Amendment Date shall vest as of Termination, or, if more favorable to Executive, on the date of the consummation of such Change of Control (notwithstanding any contrary provision in any agreement evidencing such stock options) with such vesting reducing the number of shares subject to such stock options that would otherwise vest on each subsequent vesting date by 25%. (ii) if, within one year following the date of the consummation of such a prior Change of Control, provided that his continued participation is possible under the Company or any successor thereto terminates your employment other than for Cause, or you terminate your employment for Good Reason, then, in lieu terms of such plans and programs. In the event that the terms of any such plan do not permit Executive’s continued participation or that any such plan is discontinued or the benefits thereunder materially reduced, the Companies shall arrange to provide, at their expense, benefits to Executive that are substantially similar to those he was entitled to receive under such plan immediately prior to the Date of Termination. The obligation of the Companies under this subsection (v) shall terminate on the earlier of: (1) the third anniversary date of the earlier Date of Termination or (2) the date an essentially equivalent and no less favorable benefit is made available to Executive at no cost by a subsequent employer. At the end of the applicable period of coverage set forth above, Executive shall have the option to have assigned to him, at no cost and with no apportionment of prepaid premiums, any assignable insurance owned by the Companies and relating specifically to Executive; and (vi) any gross up amount payable under Section 11 hereof. The Companies shall make the foregoing cash payments to you or on your behalf under Section 5(a) hereof, (A) the Company shall pay to you a lump sum payment equal to the sum of (x) your then-current annual base salary plus (y) your target bonus amount for the year in which such termination occurs, which amount shall be paid to you Executive as provided in Section 5(f) below; (B) 100% of any then unvested equity and equity-based awards, including, but not limited to, stock options, held by you at the time of such termination shall fully vest, effective upon the date of such termination (notwithstanding any contrary provision in any agreement evidencing such equity or equity-based awards); and (C) if you are participating in the Company’s group health plan and/or dental plan at the time your employment terminates pursuant to this Section 5(c)(ii) and you exercise your right to continue participation in those plans under COBRA, the Company will pay or, at its option, reimburse you, on a monthly basis, for the full monthly premium cost of that participation for the 12 months following the date on which your employment with the Company terminates or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental) plan of a new employer, it being understood that, to the extent that the payment of the base salary contemplated by clause (A)(x) of this Section 5(c)(ii) severance in a lump sum would result in adverse tax consequences under Section 409A, such payment shall instead be paid at cash not later than the same time and Date of Termination (or in the same form case of any payments due under clause (v), if, and to the extent the amount of such payments are not known or calculable as provided in Section 5(a)(i)(A) hereofof such due date, as soon as the amount is known and calculable).

Upon a Change of Control. Upon i. If a Change of Control (as defined in Section 6 hereof) the following shall occur: (i) at the time of the consummation of such Change of Control, 25% of any then unvested stock options held by you at such time that were granted occurs and if on or prior to the Amendment Date shall vest as of the date of the consummation of of, or within one year following, such Change of Control (notwithstanding a "Change of Control Period"), the Company terminates Employee's employment with the Company other than for Cause or Employee terminates his employment with the Company for Good Reason and, in either event, Employee executes the Employee Release and does not revoke the same within the period stated in the Employee Release, then the Company: (A) shall pay Employee an amount (the "Change of Control Payment") equal to two times the greater of (1) the sum of the Base Salary and the amount of any contrary provision in any agreement evidencing such stock optionsBonus paid or payable during the twelve (12) with such vesting reducing the number of shares subject to such stock options that would otherwise vest on each subsequent vesting date by 25%. (ii) if, within one year months following the date on which such termination occurs or (2) the sum of the consummation Base Salary and the amount of any Bonus paid or payable to Employee during the twelve (12) months preceding the date on which such Change termination occurs, payable as provided below; and (B) shall pay the full cost of Control, Employee's continued participation in the Company Company's group health and dental insurance plans for so long as Employee remains entitled to continue such participation under COBRA or any successor thereto terminates your employment other than law and the applicable plan terms. Any decrease in Employee's Bonus and any decrease in Employee's Base Salary that occur after the date a Change of Control occurs (the "Change of Control Date") shall be disregarded for Cause, or you terminate your employment for Good Reason, then, purposes of the calculation set forth in the preceding clause (A). The Change of Control Payment shall be in lieu of any payments to you or on your behalf under Section 5(aof Employee that may otherwise be required pursuant to Sections 5.d or 5.e. Unless the Company and Employee agree otherwise in writing (in which case the Company shall pay the Change of Control Payment, net of all applicable federal and state taxes (including any excise tax), to Employee within thirty (30) hereofdays following date of the applicable notice of termination of Employee's employment), the Company shall continue to pay Employee his Base Salary, at the rate in effect on the date of such written notice or, if greater, the rate in effect immediately prior to the Change of Control Date, for a period of not less than ninety (A90) days nor more than nine (9) months following the date of such written notice, as mutually agreed to by the Company and Employee (the "Continuation Period"), PROVIDED, that (i) in the absence of agreement between the Company and Employee as to the length of the Continuation Period, such period shall be nine (9) months and (ii) in any event, Employee may, at his option, terminate the Continuation Period after the ninetieth (90th) day thereof upon thirty (30) days' prior written notice to the Company. Within thirty (30) days following the last day of the Continuation Period, the Company shall pay to you a lump sum payment Employee an amount equal to the sum Change of Control Payment minus all payments of Base Salary paid to Employee for the Continuation Period, net of all applicable federal and state taxes (x) your then-current annual base salary plus (y) your target bonus including any excise tax). During the Continuation Period, Employee shall continue to be considered an "employee" of the Company for purposes of participation in the Company's employee benefit plans pursuant to Section 1.d, subject to the terms of such plans, and for purposes of the Company's stock option plans and the stock option certificates covering the options then held by Employee. The Company hereby agrees to waive the provisions of Section 3 hereof during the Continuation Period, provided that Employee does not violate the provisions of Section 7 hereof during such period. ii. Notwithstanding the foregoing, the payments and benefits to which Employee would be entitled pursuant to Section 5.g.i as a result of a Change of Control shall be reduced to the maximum amount for which the year Company will not be limited in which its deduction pursuant to Section 280G of the Internal Revenue Code or any successor provision. Any such termination occurs, which amount reduction shall be paid applied to you the amounts due under Section 5.g.i as provided in Section 5(fEmployee may reasonably determine or, if Employee fails to make such determination promptly following notice from the Company, as the Company may reasonably determine. The limitations of the immediately preceding paragraph shall not apply if (A) below; the present value, net of all federal, state and other income and excise taxes, of all payments and benefits to which Employee is entitled hereunder without such limitations exceeds (B) 100% the present value, net of all federal, state and other income and excise taxes, of all payments and benefits to which Employee would be entitled hereunder if such limitations applied. iii. A Change of Control shall be deemed to take place if after the Effective Date: (A) within twenty-four (24) months after the commencement of a tender offer or exchange offer for voting securities of the Company (other than by the Company or any then unvested equity and equity-based awardsof its Affiliates), including, but not limited to, stock options, held by you at the time individuals who were directors of the Company immediately prior to the commencement of such termination offer shall fully vestcease to constitute a majority of the Board; or (B) the stockholders of the Company approve a merger or consolidation of the Company with any Person, effective upon other than a merger or consolidation which would result in the date voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than seventy-five percent (75%) of the combined voting power of the voting securities of the Company or such termination (notwithstanding any contrary provision in any agreement evidencing surviving entity outstanding immediately after such equity merger or equity-based awards)consolidation; and or (C) if you are participating there occurs a closing of a sale or other disposition by the Company of all or substantially all of the assets of the Company other than to any of its Affiliates or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates. iv. The Company shall promptly reimburse Employee for the amount of all reasonable attorneys' fees and expenses incurred by Employee in the Company’s group health plan and/or dental plan at the time your employment terminates pursuant seeking to obtain or enforce any right or benefit provided Employee under this Section 5(c)(ii) and you exercise your right to continue participation in those plans under COBRA, the Company will pay or, at its option, reimburse you, on a monthly basis, for the full monthly premium cost of that participation for the 12 months following the date on which your employment with the Company terminates or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental) plan of a new employer, it being understood that, to the extent that the payment of the base salary contemplated by clause (A)(x) of this Section 5(c)(ii) in a lump sum would result in adverse tax consequences under Section 409A, such payment shall instead be paid at the same time and in the same form as provided in Section 5(a)(i)(A) hereof5.g.

Upon a Change of Control. Upon i. If a Change of Control (as defined in Section 6 hereof) the following shall occur: (i) at the time of the consummation of such Change of Control, 25% of any then unvested stock options held by you at such time that were granted occurs and if on or prior to the Amendment Date shall vest as of the date of the consummation of of, or within one year following, such Change of Control (notwithstanding a "Change of Control Period"), the Company terminates Employee's employment with the Company other than for Cause or Employee terminates his employment with the Company for Good Reason and, in either event, Employee executes the Employee Release and does not revoke the same within the period stated in the Employee Release, then the Company: (A) shall pay Employee an amount (the "Change of Control Payment") equal to two times the greater of (1) the sum of the Base Salary and the amount of any contrary provision in any agreement evidencing such stock optionsBonus paid or payable during the twelve (12) with such vesting reducing the number of shares subject to such stock options that would otherwise vest on each subsequent vesting date by 25%. (ii) if, within one year months following the date on which such termination occurs or (2) the sum of the consummation Base Salary and the amount of any Bonus paid or payable to Employee during the twelve (12) months preceding the date on which such Change termination occurs, payable as provided below; and (B) shall pay the full cost of Control, Employee's continued participation in the Company Company's group health and dental insurance plans for so long as Employee remains entitled to continue such participation under COBRA or any successor thereto terminates your employment other than law and the applicable plan terms. Any decrease in Employee's Bonus and any decrease in Employee's Base Salary that occur after the date a Change of Control occurs (the "Change of Control Date") shall be disregarded for Cause, or you terminate your employment for Good Reason, then, purposes of the calculation set forth in the preceding clause (A). The Change of Control Payment shall be in lieu of any payments to you or on your behalf under Section 5(aof Employee that may otherwise be required pursuant to Sections 5.d or 5.e. Unless the Company and Employee agree otherwise in writing (in which case the Company shall pay the Change of Control Payment, net of all applicable federal and state taxes (including any excise tax), to Employee within thirty (30) hereofdays following date of the applicable notice of termination of Employee's employment), the Company shall continue to pay Employee his Base Salary, at the rate in effect on the date of such written notice or, if greater, the rate in effect immediately prior to the Change of Control Date, for a period of not less than ninety (A90) days nor more than nine (9) months following the date of such written notice, as mutually agreed to by the Company and Employee (the "Continuation Period"), PROVIDED, that (i) in the absence of agreement between the Company and Employee as to the length of the Continuation Period, such period shall be nine (9) months and (ii) in any event, Employee may, at his option, terminate the Continuation Period after the ninetieth (90th) day thereof upon thirty (30) days' prior written notice to the Company. Within thirty (30) days following the last day of the Continuation Period, the Company shall pay to you a lump sum payment Employee an amount equal to the sum Change of Control Payment minus all payments of Base Salary paid to Employee for the Continuation Period, net of all applicable federal and state taxes (x) your then-current annual base salary plus (y) your target bonus including any excise tax). During the Continuation Period, Employee shall continue to be considered an "employee" of the Company for purposes of participation in the Company's employee benefit plans pursuant to Section 1.d, subject to the terms of such plans, and for purposes of the Company's stock option plans and the stock option certificates covering the options then held by Employee. The Company hereby agrees to waive the provisions of Section 3 hereof during the Continuation Period, provided that Employee does not violate the provisions of Section 7 hereof during such period. ii. Notwithstanding the foregoing, the payments and benefits to which Employee would be entitled pursuant to Section 5.g.i as a result of a Change of Control shall be reduced to the maximum amount for which the year Company will not be limited in which its deduction pursuant to Section 280G of the Internal Revenue Code or any successor provision. Any such termination occurs, which amount reduction shall be paid applied to you the amounts due under Section 5.g.i as provided in Section 5(fEmployee may reasonably determine or, if Employee fails to make such determination promptly following notice from the Company, as the Company may reasonably determine. The limitations of the immediately preceding paragraph shall not apply if (A) below; the present value, net of all federal, state and other income and excise taxes, of all payments and benefits to which Employee is entitled hereunder without such limitations exceeds (B) 100% the present value, net of any then unvested equity all federal, state and equity-based awardsother income and excise taxes, including, but not limited to, stock options, held by you at the time of all payments and benefits to which Employee would be entitled hereunder if such termination shall fully vest, effective upon the date of such termination (notwithstanding any contrary provision in any agreement evidencing such equity or equity-based awards); and (C) if you are participating in the Company’s group health plan and/or dental plan at the time your employment terminates pursuant to this Section 5(c)(ii) and you exercise your right to continue participation in those plans under COBRA, the Company will pay or, at its option, reimburse you, on a monthly basis, for the full monthly premium cost of that participation for the 12 months following the date on which your employment with the Company terminates or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental) plan of a new employer, it being understood that, to the extent that the payment of the base salary contemplated by clause (A)(x) of this Section 5(c)(ii) in a lump sum would result in adverse tax consequences under Section 409A, such payment shall instead be paid at the same time and in the same form as provided in Section 5(a)(i)(A) hereoflimitations applied.

Upon a Change of Control. Upon i. If a Change of Control (as defined in Section 6 hereof) the following shall occur: (i) at the time of the consummation of such Change of Control, 25% of any then unvested stock options held by you at such time that were granted occurs and if on or prior to the Amendment Date shall vest as of the date of the consummation of of, or within one year following, such Change of Control (notwithstanding any contrary provision in any agreement evidencing such stock options) with such vesting reducing the number of shares subject to such stock options that would otherwise vest on each subsequent vesting date by 25%. (ii) if, within one year following the date of the consummation of such a "Change of ControlControl Period"), the Company or any successor thereto terminates your Employee's employment with the Company other than for Cause, Cause or you terminate your Employee terminates his employment with the Company for Good ReasonReason and, in either event, Employee executes the Employee Release and does not revoke the same within the period stated in the Employee Release, then, in lieu of any payments to you or on your behalf of Employee under Section 5(a) hereof5.c or 5.e, the Company (A) the Company shall pay to you Employee, within ten (10) business days after such termination, a lump sum payment equal to two times the greater of (i) the sum of the Base Salary and the amount of any Bonus paid or payable during the twelve (x12) your then-current annual base salary plus (y) your target bonus amount for months following the year in month during which such termination occurs, occurs or (ii) the sum of the Base Salary and the amount of any Bonus paid or payable to Employee during the twelve (12) months preceding the month during which amount shall be paid to you as provided in Section 5(f) below; such termination occurs and (B) 100% shall pay the full cost of Employee's continued participation in the Company's group health and dental insurance plans for so long as Employee remains entitled to continue such participation under COBRA or any then unvested equity successor law and equitythe applicable plan terms. ii. Notwithstanding the foregoing, the payments and benefits to which Employee would be entitled pursuant to Section 5.g.i as a result of a Change of Control shall be reduced to the maximum amount for which the Company will not be limited in its deduction pursuant to Section 280G of the Internal Revenue Code or any successor provision. Any such reduction shall be applied to the amounts due under Section 5.g.i as Employee may reasonably determine or, if Employee fails to make such determination promptly following notice from the Company, as the Company may reasonably determine. The limitations of the immediately preceding paragraph shall not apply if (A) the present value, net of all federal, state and other income and excise taxes, of all payments and benefits to which Employee is entitled hereunder without such limitations exceeds (B) the present value, net of all federal, state and other income and excise taxes, of all payments and benefits to which Employee would be entitled hereunder if such limitations applied. iii. A Change of Control shall be deemed to take place if after the Effective Date: (A) within twenty-based awardsfour (24) months after the commencement of a tender offer or exchange offer for voting securities of the Company (other than by the Company or any of its Affiliates), including, but not limited to, stock options, held by you at the time individuals who were directors of the Company immediately prior to the commencement of such termination offer shall fully vestcease to constitute a majority of the Board; or (B) the stockholders of the Company approve a merger or consolidation of the Company with any Person, effective upon other than a merger or consolidation which would result in the date voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than seventy-five percent (75%) of the combined voting power of the voting securities of the Company or such termination (notwithstanding any contrary provision in any agreement evidencing surviving entity outstanding immediately after such equity merger or equity-based awards)consolidation; and or (C) if you are participating there occurs a closing of a sale or other disposition by the Company of all or substantially all of the assets of the Company other than to any of its Affiliates or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates. iv. The Company shall promptly reimburse Employee for the amount of all reasonable attorneys' fees and expenses incurred by Employee in the Company’s group health plan and/or dental plan at the time your employment terminates pursuant seeking to obtain or enforce any right or benefit provided Employee under this Section 5(c)(ii) and you exercise your right to continue participation in those plans under COBRA, the Company will pay or, at its option, reimburse you, on a monthly basis, for the full monthly premium cost of that participation for the 12 months following the date on which your employment with the Company terminates or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental) plan of a new employer, it being understood that, to the extent that the payment of the base salary contemplated by clause (A)(x) of this Section 5(c)(ii) in a lump sum would result in adverse tax consequences under Section 409A, such payment shall instead be paid at the same time and in the same form as provided in Section 5(a)(i)(A) hereof5.g.

Upon a Change of Control. Upon (i) If a Change of Control (as defined in Section 6 hereof) occurs on the following shall occur: (i) at the time of the consummation date of such Change of in Control, 25% fifty-percent (50%) of any then unvested stock options held by you at such time that were previously granted on or prior to the Amendment Date shall vest Executive that are outstanding and unvested as of that date shall become vested and exercisable, provided that the Executive is employed by the Company on the date of the consummation of such Change of Control (notwithstanding any contrary provision in any agreement evidencing such stock options) with such vesting reducing the number of shares subject to such stock options that would otherwise vest on each subsequent vesting date by 25%Control. (ii) if, If a Change of Control occurs and within one year eighteen (18) months following the date of the consummation of such Change of Control, the Company or any successor thereto terminates your the Executive’s employment other than for Cause, or you terminate your the Executive terminates his/her employment as a result of a Compensation Reduction or for Good ReasonReason (as defined herein), then, in lieu of any payments to you or on your behalf of the Executive under Section 5(a5(d) or 5(e) hereof, (A) the Company shall pay to you a the Executive in one lump sum payment an amount equal to (A) eighteen (18) months Base Salary at the sum rate in effect on the date of termination, plus (B) 150% of the higher of (x) your then-current annual base salary plus (y) your the Executive’s target incentive bonus amount under the Executive Incentive Plan for the year in which such termination occurs, which amount shall be the Executive’s employment is terminated or (y) the actual incentive bonus paid to you as provided the Executive, if any, under the Executive Incentive Plan for the last full fiscal year preceding the year in Section 5(fwhich the Executive’s employment is terminated; and shall also, until the conclusion of a period of eighteen (18) below; (B) 100% of any then unvested equity and equity-based awards, including, but not limited to, stock options, held by you at the time of such termination shall fully vest, effective upon months following the date of such termination (notwithstanding any contrary provision in any agreement evidencing such equity or equity-based awards); and (C) if you are participating termination, pay the full premium cost of the Executive’s participation in the Company’s group health plan and/or medical and dental plan at insurance plans, provided that the time your employment terminates pursuant to this Section 5(c)(ii) and you exercise your right Executive is entitled to continue such participation under applicable law and plan terms. In addition, any outstanding unvested options granted to the Executive as of the date of the Change in those plans Control shall become vested and shall be exercisable for ninety (90) days following termination of the Executive’s employment. The Company will also provide the Executive with an outplacement assistance benefit in the form of a lump-sum payment of $15,000 plus an additional lump-sum payment in an amount sufficient, after giving effect to all federal, state and other taxes with respect to such additional payment, to make Executive whole for all taxes (including withholding taxes) on such outplacement assistance benefit. (iii) All payments required to be made by the Company hereunder to Executive or his/her dependents, beneficiaries, or estate will be subject to the withholding of such amounts relating to tax and/or other payroll deductions as may be required by law. In the event that it is determined that any payment or benefit provided by the Company to or for the benefit of Executive, either under COBRAthis Agreement or otherwise, will be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code or any successor provision(s) (“Section 4999”), the Company will pay orwill, at its option, reimburse you, on a monthly basis, for the full monthly premium cost of that participation for the 12 months following prior to the date on which your employment any amount of the excise tax must be paid or withheld, make an additional lump-sum payment (the “Gross-up Payment”) to Executive in an amount sufficient, after giving effect to all federal, state and other taxes and charges (including interest and penalties, if any) with respect to the gross-up payment, to make Executive whole for all taxes (including withholding taxes) and any associated interest and penalties, imposed under or as a result of Section 4999. Determinations under this Section 5(g)(iii) will be made by an accounting firm engaged by the Company (the “Firm”). The determinations of the Firm will be binding upon the Company and Executive except as the determinations are established in resolution (including by settlement) of a controversy with the Company terminates orInternal Revenue Service to have been incorrect. All fees and expenses of the Firm will be paid by the Company. If the Internal Revenue Service asserts a claim that, if earliersuccessful, until would require the date you become eligible Company to enroll make a Gross-up Payment or an additional Gross-up Payment, the Company and Executive will cooperate fully in resolving the controversy with the Internal Revenue Service. The Company will make or advance such Gross-up Payments as are necessary to prevent Executive from having to bear the cost of payments made to the Internal Revenue Service in the health (and/orcourse of, if applicableor as a result of, dental) plan the controversy. The Firm will determine the amount of a new employer, it being understood that, such Gross-up Payments or advances and will determine after final resolution of the controversy whether any advances must be returned by Executive to the extent Company. The Company will bear all expenses of the controversy and will gross Executive up for any additional taxes that the may be imposed upon Executive as a result of its payment of such expenses. (iv) For the base salary contemplated purpose of this Section 5(g), a “Change in Control” shall mean: (A) the acquisition by clause any Organization of beneficial ownership (A)(xwithin the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the common stock of the Company; provided, however, that for purposes of this subsection (A), an acquisition shall not constitute a Change in Control if it is: (x) by a Benefit Plan sponsored or maintained by the Company or an entity controlled by the Company or (y) by an entity pursuant to a transaction that complies with clauses (x), (y) and (z) of subsection (C) of this Section 5(c)(ii5(g)(iv); or (B) individuals who, as of September 11, 2008, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to September 11, 2008 whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (or a majority of the members of a nominating committee who are members of the Incumbent Board) shall be treated as a member of the Incumbent Board unless he or she assumed office as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of an Organization other than the Board; or (C) consummation of a merger or consolidation involving the Company, or a sale or other disposition of all or substantially all of the assets of the Company, (a “transaction”) in each case unless, immediately following such transaction, (x) the beneficial owners of the common stock of the Company outstanding immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of the combined voting power of the outstanding voting securities of the entity resulting from such transaction (including, without limitation, an entity which as a lump sum would result in adverse tax consequences under Section 409Aof such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), (y) no Organization (excluding any entity resulting from such payment shall instead be paid at transaction or any Benefit Plan of the same time and in the same form as provided in Section 5(a)(i)(A) hereof.Company or such entity