least two-thirds of the directors then still in office who were directors at the beginning of such period, or,

(iii)        there shall be consummated (A) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company’s common stock would be converted into cash, securities or other property, other than a merger of the Company in which the holders of the Company’s common stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation immediately after the merger, or (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, or

(iv)       the stockholders of the Company approve a plan or proposal for the liquidation or dissolution of the Company.

As used in this Section, the term “person” has the meaning ascribed thereto in Section 3(a) of the Exchange Act, as modified and used in Sections 13(d)(3) and 14(d)(2) thereof, and includes a “group,” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, except that such term shall not include (A) the Company, (B) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, or (D) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of common stock of the Company.

(b)           Good Reason .  “Good Reason,” as used herein, shall mean any one or more of the events described in (i) through (iv) of this subsection 1(b) occurring within three (3) years following the Effective Date of a Change of Control without the Executive’s written consent.  The Executive’s termination of employment hereunder shall not be treated as a termination for Good Reason unless (1) the Executive provides notice to the Company of the existence of the Good Reason no later than sixty (60) days after the occurrence of the event which forms the basis for any termination for Good Reason, and (2) the Company fails to remedy the Good Reason within thirty (30) days after receipt of notice from the Executive of the existence of the Good Reason (the “Cure Period”), and (3) the Executive tenders his resignation in writing to the Company within fifteen (15) days after the end of the Cure Period:

(i)              the Executive is assigned any duties inconsistent in any material adverse respect with the Executive’s position, authority, duties or responsibilities immediately prior to the Effective Date of the Change of Control referred to above, or any other action by the Company which results in a diminution in any material adverse respect of the Executive’s position, authority, duties or responsibilities as the same existed immediately prior to the Effective Date of the Change of Control referred to above; or

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(ii)           the Executive’s total compensation (when taken as a whole including fringe benefits and the manner of determining incentive compensation) is changed in a material adverse way; or

(iii)        the Company fails to obtain the assumption of the obligation to perform this Agreement by any successor as contemplated in Section 11 hereof; or

(iv)       the Company requires the Executive to be based outside of a radius of thirty (30) miles from the location of the Company’s present corporate offices (except for required travel on Company business to an extent substantially consistent with the Executive’s business travel obligations immediately prior to such change in control); provided, however, that none of the foregoing shall be a Good Reason if any of the foregoing actions are taken by the Company for Cause (as defined in subsection 1(d) hereof).

(c)           Effective Date .  “Effective Date,” shall mean the first date on which a Change of Control as defined in Section 1(a) occurs.

(d)           Cause .  The Company shall have “Cause” to terminate the Executive’s employment upon:

(i)              the willful failure by the Executive to substantially perform his duties, other than when such failure resulting from the Executive’s incapacity is due to physical or mental illness;

(ii)           the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Company or its subsidiaries; or

(iii)        the commission by the Executive of a crime which is a felony.

For the purpose of this subsection (d), no act, or the failure to act, on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company or subsidiaries.

Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause under subsections (i), (ii) or (iii) of the first sentence of this subsection (d), unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds (2/3) of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the Executive was guilty of conduct set forth above in clause (i), (ii) or (iii) of the first sentence of this subsection (d) and specifying the particulars thereto in detail.

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(e)           Disability .  An Executive’s “Disability” shall occur if the Executive is absent from his duties as an Executive of the Company on a full-time basis for six (6) consecutive months following a Change of Control of the Company and if he qualifies for long-term disability under the Company’s long-term disability insurance plan.

(f)            Salary Continuation Period .  The “Salary Continuation Period” shall mean three (3) years from the date of a Termination of the Executive.

2.             Termination .

(a)           Termination of Employment .  If the Executive’s employment: (i) is subject to a termination for Good Reason, or (ii) is terminated for a reason other than death, Disability, Cause or voluntary resignation not constituting a Good Reason (a Good Reason termination, or termination for a reason other than death, Disability, Cause or voluntary resignation not constituting a Good Reason is referred to herein as a “Termination”), within three (3) years following the Effective Date of a Change of Control, the Executive will be entitled to receive the benefits provided in this Section 2.

(b)           Accelerated Vesting .  If a Termination of the Executive occurs within three (3) years following the Effective Date of a Change of Control, the vesting of all rights listed on Exhibit A , whether by accelerating the exercise or issue date or the lapse of forfeiture and transfer restrictions, or both, shall be accelerated to the date on which the Executive’s employment is terminated or is subject to a termination for Good Reason; provided however, if the event that will result in the Change of Control is defined by Section 1 (a)(iii) or Section 1(a)(iv), then the vesting of all rights shall be accelerated to the date that is one day before the date of the Change of Control such that the Executive is able to benefit from his ownership of all shares of the Company that would be subject to the acceleration of the exercise or issue date or the lapse of forfeiture and transfer restrictions.

(c)              Compensation .  If a Termination of the Executive occurs within three (3) years following the Effective Date of a Change of Control:

(i)             The Executive shall have a right to receive his full base salary through the date of Termination at the rate in effect at the time Termination occurs, any reimbursable expenses which have been incurred but are unpaid, and payment for any unexpired vacation days which have accrued but are unused.

(ii)            In lieu of any further salary payment to the Executive for periods subsequent to the date of Termination, the Company shall pay to the Executive in cash an amount (the “Separation Benefit”) equal to three (3) times the sum of (A) the higher of the Executive’s base salary at the date of Termination or on the date when a Change of Control of the Company occurs, plus (B) the average of any bonus payments and other incentive compensation made to the Executive for the two (2) full fiscal years preceding the fiscal year in which a Change of Control of the Company occurs.

(iii)           The Company shall continue to provide at no cost to Executive all benefits he was entitled to immediately prior to the date of Termination during the

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Salary Continuation Period, including but not limited to all group insurance plans, including life insurance and any executive medical reimbursement plans such as Exec-U-Care, in which the Executive was entitled to participate immediately prior to the date of the Termination, provided that the Executive’s continued participation is possible under the terms of such plans, failing which the Company shall arrange to provide the Executive with alternative benefits and/or insurance substantially similar to those provided under the then current benefits and insurance plans.

(d)           Release Agreement .  Prior to Executive obtaining the right to receive, and in exchange for, the Separation Benefit, benefits, accelerated vesting, and removal of resale and transfer restrictions provided in  Section 2(b) and 2(c)(ii)(iii), above, Executive will first enter into and execute, and deliver to the Company, a Release Agreement substantially in the form attached hereto as Exhibit B (the “Release”) upon Executive’s termination of employment.  Unless the Release is executed by Executive and delivered to the Company within the time period set forth in Paragraph 15 of the Release, (i) Executive will not receive the Separation Benefit, (ii) acceleration, if any, of Executive’s stock and option awards or removal of restrictions on resale as provided in this Agreement will not apply, and (iii) Executive’s rights in such stock and option awards following the date of Executive’s Termination will only be to the extent provided under their original terms in accordance with the applicable stock option or stock incentive plan and award agreements or as determined by the Company’s Board of Directors.

3.             Withholding Taxes; Code Section 409A .  All payments made under this Agreement shall be subject to reduction to reflect all federal, state, local and other taxes required to be withheld by applicable law.  Notwithstanding anything to the contrary contained in Section 2, if any payment to the Executive under Section 2 would constitute a “deferral of compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), (such compensation does not, for example, qualify for the “short-term deferral exception” under Section 409A of the Code) and the Executive is a “specified employee” (as such phrase is defined in Section 409A of the Code), the Executive (or the Executive’s beneficiary) will receive payment of such amounts described in this Section 3 which would otherwise be payable hereunder during the first six (6) months following the Executive’s “separation from service” with the Company (as such phrase is defined in Section 409A of the Code) upon the first to occur of:  (i) the date which is the first day of the seventh month after the effective date of the Executive’s separation from service; or (ii) the Executive’s death; provided however, the Company shall immediately upon Termination pay such amounts described in this Section 3 into a domestic “rabbi trust” to be held by a mutually-acceptable bank or other third party until the Executive is entitled to receive such payments.

4.             Mitigation .  The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Agreement be reduced by any compensation earned by the Executive as a result of employment by another employer after the date of Termination, or otherwise.

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5.             Limitation on Amount of Severance Payment .

(a)           Application of Limit .  In the event that any amount or benefit paid or distributed to the Executive pursuant to this Agreement, taken together with any amounts or benefits otherwise paid or distributed to the Executive by the Company (collectively, the “Covered Payments”), would be an “excess parachute payment” as defined in Section 280G of the Code, and would thereby subject the Executive to the Excise Tax of Section 4999 of the Code (or any similar tax that may hereafter be imposed), the provisions of this Section 5 of this Agreement shall apply to determine the amounts payable to Executive pursuant to this Agreement.

(b)           Calculation of Benefits .  The Company within five working days following the Executive’s termination shall notify the Executive of the aggregate present value of all termination benefits to which he would be entitled under this Agreement and any other agreement, plan, program or arrangement, together with the projected maximum payments, that could be paid without the Executive being subject to the Excise Tax.  In the event that the Company and the Executive do not agree as to the termination benefits to be p