EXECUTIVE SEVERANCE BENEFIT PLAN

(b)                                 Exceptions to Benefit Entitlement.   An employee, including an employee who otherwise is an Eligible Employee, will not receive benefits under the Plan if the employee is terminated for Cause (as defined herein), if the employee resigns without Good Reason (as defined herein), or if the employee’s employment is terminated as a result of the employee’s death or disability, in each case as determined by the Company pursuant to Sections 3(c)(1) and 3(c)(2) below.

Section 3.                                          AMOUNT OF BENEFIT.

(a)                                 Termination without Cause or Resignation for Good Reason.  If at any time the Company terminates an Eligible Employee’s employment without Cause (as defined herein), or the Eligible Employee resigns for Good Reason (as defined herein), and such termination constitutes a “separation from service” (as defined above), the Company shall provide the Eligible Employee with the following severance benefits:

(1)                                  A cash severance benefit in an amount equal to six (6) months of the Eligible Employee’s Base Salary (as defined herein), subject to withholdings and deductions, which aggregate amount shall be paid in a single lump sum payment.  On the first regular payroll date following the effective date of the Eligible Employee’s release of claims, the Company will pay the Eligible Employee this cash severance benefit;

(2)                                  Acceleration of the vesting of the unvested shares of common stock held by the Eligible Employee that were issued pursuant to his or her compensatory equity awards and the unvested shares of common stock subject to unexercised stock options then held by the Eligible Employee such that the shares that would have vested under such awards had the Eligible Employee remained employed by the Company for six (6) months following the termination of the Eligible Employee’s employment shall vest and, in the case of options, become immediately exercisable (or, if no shares would vest during such time under an award due to a cliff vesting provision, then the number of shares vesting and becoming exercisable pursuant to this paragraph shall equal the product of (i) the total number of shares subject to the award and (ii) a fraction, the numerator of which is six (6) and the denominator of which is the total number of months in the vesting schedule), with such vesting occurring as of the date of the Eligible Employee’s termination (such acceleration of vesting, the “ 6 Month Acceleration ”); and

(3)                                  Provided that the Eligible Employee is eligible to continue coverage under a health, dental, or vision plan sponsored by the Company under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“ COBRA ”) at the time of the Eligible Employee’s termination and timely elects such continuation of coverage under COBRA, the Company will pay COBRA premiums on behalf of the Eligible Employee for a period of up to six (6) months following the Eligible Employee’s termination of employment (but in no event longer that the date on which the Eligible Employee ceases to be eligible for COBRA).  Upon the conclusion of such period of insurance premium payments made by the Company, the Eligible Employee will be responsible for the entire payment of premiums required under COBRA for the duration of the COBRA period.  No provision of this Plan will affect the continuation coverage

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rules under COBRA, except that the Company’s payment of any applicable insurance premiums will be credited as payment by the Eligible Employee for purposes of the Eligible Employee’s payment required under COBRA.  Therefore, the period during which an Eligible Employee may elect to continue the Company’s health, dental, or vision plan coverage at his or her own expense under COBRA, the length of time during which COBRA coverage will be made available to the Eligible Employee, and all other rights and obligations of the Eligible Employee under COBRA (except the obligation to pay insurance premiums that the Company pays in accordance with the foregoing) will be applied in the same manner that such rules would apply in the absence of this Plan.  For purposes of this Section 3(a)(3), (i) references to COBRA shall be deemed to refer also to analogous provisions of state law and (ii) any applicable insurance premiums that are paid by the Company shall not include any amounts payable by the Eligible Employee under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are the sole responsibility of the Eligible Employee.

(b)                                 Termination without Cause or Resignation for Good Reason Following a Change of Control.  If the Company terminates an Eligible Employee’s employment without Cause, or the Eligible Employee resigns for Good Reason, at any time during the period commencing on the effective date of a Change of Control (as defined herein) and ending thirteen (13) months following the effective date of the Change of Control, and provided such termination constitutes a separation from service, then the Eligible Employee shall be entitled to the benefits set forth in Section 3(a); provided, however , that in lieu of the 6 Month Acceleration, the vesting (and, in the case of options, exercisability) of each then-unvested equity award held by the Eligible Employee shall be fully accelerated, such that 100% of the shares shall be vested and exercisable effective as of the date of the Eligible Employee’s termination of employment.

(c)                                 Definitions.

(1)                                  For purposes of this Plan, “ Cause ” shall mean that the Eligible Employee committed, or there has occurred, one or more of the following: (a) conviction of, a guilty plea with respect to, or a plea of nolo contendere to a charge that the Eligible Employee has committed a felony under the laws of the United States or of any state of a crime involving moral turpitude, including, but not limited to, fraud, theft, embezzlement or any crime that results in or is intended to result in personal enrichment at the expense of the Company; (b) material breach of any agreement entered into between the Eligible Employee and the Company that impairs the Company’s interest therein; (c) willful misconduct, or gross neglect by such Eligible Employee of his or her duties, if such conduct is not cured within seven (7) days of the Eligible Employee’s receipt of written notice (provided that such conduct can reasonably be cured); (d) an unauthorized use or disclosure of the Company’s confidential information or trade secrets; or (e) engagement in any activity that constitutes a material conflict of interest with the Company.  The Eligible Employee’s death or physical or mental disability shall also constitute Cause for termination hereunder.  Cause to terminate employment based on the Eligible Employee’s physical or mental disability shall exist if any illness, disability or other incapacity renders the Eligible Employee physically or mentally unable to regularly perform his or her duties hereunder for a period in excess of sixty (60) consecutive days or more than ninety (90) days in any consecutive twelve (12) month period.  The Board of Directors shall make a good faith determination of whether the Eligible Employee is physically or mentally unable to regularly perform his or her duties, subject to its review and consideration of any physical and/or mental health information provided to it by the Eligible Employee.

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(2)                                  For purposes of this Plan, “ Good Reason ” shall mean the Eligible Employee’s resignation from all positions he or she then-holds with the Company if any one of the following events occurs on or after the commencement of the Eligible Employee’s employment without his or her consent:  (A) (I) any material reduction of the Eligible Employee’s then current annual base salary, except to the extent that the annual base salary of all other officers of the Company is similarly reduced; (II) any material diminution of the Eligible Employee’s duties, responsibilities or authority; (III) any requirement that the Eligible Employee relocate to a work site that would increase his or her one-way commute distance by more than thirty-five (35) miles; or (IV) any material breach by the Company of its obligations under the employment agreement between the Company and the Eligible Employee, (B) the Eligible Employee provides written notice to the Company’s Chief Executive Officer within the 90-day period immediately following such material change or reduction, (C) such material change or reduction is not remedied by the Company within forty-five (45) days following the Company’s receipt of such written notice, and (D) the Eligible Employee’s resignation is effective not later than thirty (30) days after the expiration of such cure period.

(3)                                  Change of Control. For purposes of the Plan, a “ Change of Control ” shall have the meaning given to the term “Change in Control” as set forth in the Company’s 2007 Equity Incentive Plan in effect on the date hereof and as amended and/or restated from time to time.

(4)                                  For purposes of calculating Plan benefits, “ Base Salary ” shall mean the Eligible Employee’s base pay (excluding incentive pay, premium pay, commissions, overtime, bonuses and other forms of variable compensation), at the rate in effect during the last regularly scheduled payroll period immediately preceding the Eligible Employee’s termination (ignoring any reduction in Base Salary that is the basis for the Eligible Employee’s resignation for Good Reason, as applicable).

(d)                                 Other Employee Benefits.  All other benefits (such as life insurance, disability coverage, and 401(k) plan coverage) terminate as of the Eligible Employee’s termination date (except to the extent that a conversion privilege may be available thereunder).

(e)                                 Certain Reductions.  The Company shall reduce an Eligible Employee’s severance benefits, in whole or in part, by any other severance benefits, pay in lieu of notice, or other similar benefits payable to the Eligible Employee by the Company that become payable in connection with the Eligible Employee’s termination of employment pursuant to (i) any applicable legal requirement, including, without limitation, the Worker Adjustment and Retraining Notification Act (the “ WARN Act ”), or (ii) any Company policy or practice providing for the Eligible Employee to remain on the payroll for a limited period of time after being given notice of the termination of the Eligible Employee’s employment.  The benefits provided under this Plan are intended to satisfy, in whole or in part, any and all statutory obligations that may arise out of an Eligible Employee’s termination of employment, and the Plan Administrator shall so construe and implement the terms of the Plan.  In the Company’s sole discretion, such reductions may be applied on a retroactive basis, with severance benefits previously paid being recharacterized as payments pursuant to the Company’s statutory obligation.

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Section 4.                                          LIMITATIONS ON PAYMENTS.

(a)                                 Taxes and Offsets.   All payments under the Plan will be subject to applicable withholding for federal, state and local taxes.  If an Eligible Employee is indebted to the Company at his or her termination date, the Company reserves the right to offset any severance payments under the Plan by the amount of such indebtedness.  In no event shall payment of any Plan benefit be made prior to the Eligible Employee’s separation from service or prior to the effective date of the release described in Section 2(a)(2).

(b)                                 Best After Tax.  If any payment or benefit (including payments and benefits pursuant to this Agreement) that an Eligible Employee would receive in connection with a Change of Control from the Company or otherwise (“ Payment ”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “ Code ”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “ Excise Tax ”), then the Company shall cause to be determined, before any amounts of the Payment are paid to the Eligible Employee, which of the following two alternative forms of payment would maximize the Eligible Employee’s after-tax proceeds: (i) payment in full of the entire amount of the Payment (a “ Full Payment ”), or (ii) payment of only a part of the Payment so that the Eligible Employee receives the largest payment possible without the imposition of the Excise Tax (a “ Reduced Payment ”), whichever amount results in the Participant ’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax.  For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes).  If a Reduced Payment is made, (i) the Payment shall be paid only to the extent permitted under the Reduced Payment alternative, and the Eligible Employee shall have no rights to any additional payments and/or benefits constituting the Payment, and (ii) reduction in payments and/or benefits shall occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to the Eligible Employee.  In the event that acceleration of compensation from the Eligible Employee’s equity awards is to be reduced, such acceleration of vesting shall be canceled in the reverse order of the date of grant.

The independent professional firm engaged by the Company for general tax audit purposes as of the day prior to the effective date of the Change of Control shall make all determinations required to be made under this Section 4(b).  If the firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Company shall appoint a nationally recognized independent professional firm to make the determinations required hereunder.  The Company shall bear all expenses with respect to the determinations by such firm required to be made hereunder.

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The firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and the Eligible Employee within fifteen (15) calendar days after the date on which the Eligible Employee’s right to a Payment is triggered (if requested at that time by the Company or the Eligible Employee) or such other time as requested by the Company or the Eligible Employee.  If the firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and the Eligible Employee with a statement reasonably acceptable to the Eligible Employee that no Excise Tax will be imposed with respect to such Payment.  Any good faith determinations of the firm made hereunder shall be final, binding and conclusive upon the Company and the Eligible Employee.

(c)                                 Code Section 409A.   If the Company (or, if applicable, the successor entity thereto) determines that the severance payments and benefits provided under the Plan (the “ Plan Payments ”) constitute “deferred compensation” under Code Section 409A (together, with any state law of similar effect, “ Section 409A ”) and an Eligible Employee is a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) (a “ Specified Employee ”) on his or her separation from service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Plan Payments shall be delayed as follows:  on the earlier to occur of (i) the date that is six months and one day after the date of his or her separation from service or (ii) the date of the Eligible Employee’s death (such earlier date, the “ Delayed Initial Payment Date ”), the Company (or the successor entity thereto, as applicable) shall (A) pay to the Eligible Employee a lump sum amount equal to the sum of the Plan Payments that the Eligible Employee would otherwise have received through the Delayed Initial Payment Date (including reimbursement for any premiums paid by the Eligible Employee for health insurance coverage under COBRA) if the commencement of the payment of the Plan Payments had not been delayed pursuant to this Section 4(c) and (B) commence paying the balance of the Plan Payments in accordance with the applicable payment schedules set forth in Section 3 above.  It is intended that (i) each installment of the Plan Payments provided under this Plan is a separate “payment” for purposes of Section 409A, (ii) all of the Plan Payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under of Treasury Regulation 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Plan will be construed to the greatest extent possible as consistent with those provisions.

Section 5.                                          REEMPLOYMENT.

In the event of an Eligible Employee’s reemployment by the Company during the period of time in respect of which Plan Payments have been paid, the Company, in its sole discretion, may require such Eligible Employee to repay to the Company all or a portion of such Plan Payments as a condition of reemployment.

Section 6.                                          RIGHT TO INTERPRET PLAN; AMENDMENT AND TERMINATION.

(a)                                 Exclusive Discretion.   The Plan Administrator (set forth in Section 11(d)) shall have the exclusive discretion and authority to establish rules, forms, and procedures for the administration of the Plan and to construe and interpret the Plan and to decide any and all questions of fact, interpretation, definition, computation or administration arising in connection with the operation of the Plan, including, but not limited to, the eligibility to participate in the Plan and amount of benefits paid under the Plan.  The rules, interpretations, computations and other actions of the Plan Administrator shall be binding and conclusive on all persons.

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(b)                                 Amendment or Termination.   The Company reserves the right to amend or terminate this Plan (including Appendix A) or the benefits provided hereunder at any time prior to a Change of Control; provided, however, that no such amendment or termination shall materially adversely impair the rights of any Eligible Employee under the Plan without his or her written consent.

Section 7.                                          NO IMPLIED EMPLOYMENT CONTRACT.

The Plan shall not be deemed to (i) give any employee or other person any right to be retained in the employ of the Company or (ii) interfere with the right of the Company to discharge any employee or other person at any time, with or without cause, which right is hereby reserved.

Section 8.                                          LEGAL CONSTRUCTION.

This Plan is intended to be governed by and shall be construed in accordance with the Employee Retirement Income Security Act of 1974 (“ ERISA ”) and, to the extent not preempted by ERISA, the laws of the State of Florida.

Section 9.                                          CLAIMS, INQUIRIES AND APPEALS.

(a)                                 Applications for Benefits and Inquiries.   Any application for benefits, inquiries about the Plan or inquiries about present or future rights under the Plan must be submitted to the Plan Administrator in writing by an applicant (or his or her authorized representative).

(b)                                 Denial of Claims.   In the event that any application for benefits is denied in whole or in part, the Plan Administrator must provide the applicant with written or electronic notice of the denial of the application, and of the applicant’s right to review the denial.  Any electronic notice will comply with the regulations of the U.S. Department of Labor.  The notice of denial will be set forth in a manner designed to be understood by the applicant and will include the following:

(1)                                  the specific reason or reasons for the denial;

(2)                                  references to the specific Plan provisions upon which the denial is based;

(3)                                  a description of any additional information or material tha