(b)                                  Termination in Connection with a Change of Control .  If the Employee’s employment terminates as a result of Involuntary Termination (as defined below) other than for Cause at any time after an announcement of a Change of Control and prior to twenty-four (24) months following a Change of Control or the announcement of a Change of Control, whichever comes later (the “Change of Control Period”) (a “Change of Control Severance Termination”), then, subject to Employee (i) executing and not revoking a Release, (ii) not breaching the provisions of Section 5 hereof, and (iii) the provisions of Section 7 hereof, the Employee shall be entitled to receive the following severance benefits:

(i)              Severance Payment .  A cash payment in an amount equal to two hundred percent (200%) of the Employee’s Annual Compensation plus a pro rata cash payment of the current year bonus award based on the target bonus for the Employee, less any Change of Control Retention Payments (as defined in Section 4 hereof) already paid to Employee;

(ii)           Continued Employee Benefits .  One hundred percent (100%) Company-paid health, dental and life insurance coverage at the same level of coverage as was provided to such employee immediately prior to the Change of Control Severance Termination (the “Company-Paid Coverage”).  If such coverage included the Employee’s dependents immediately prior to the Change of Control Severance Termination, such dependents shall also be covered at Company expense.  Company-Paid Coverage shall continue until the earlier of (i) two years from the date of the Involuntary Termination or (ii) the date that the Employee and his dependents become covered under another employer’s group health, dental or life insurance plans that provide Employee and his dependents with comparable benefits and levels of coverage.  For purposes of COBRA, the date of the “qualifying event” for Employee and his dependents shall be the date upon which the Company-Paid Coverage terminates.

(iii)        Option and Restricted Stock Accelerated Vesting .  One Hundred percent (100%) of the unvested portion of any stock option or restricted stock (including restricted stock units) held by the Employee shall automatically be accelerated in full so as to become completely vested.

(iv)       Timing of Severance Payments .  Any Change of Control Severance payment to which Employee is entitled under Section 3(b)(1) shall be paid by the Company to the Employee (or to the Employee’s successor in interest, pursuant to Section 9(b)) in cash and in full, not later than thirty (30) calendar days following the Termination Date, subject to Section 11(f).

(c)                                   Voluntary Resignation; Termination For Cause .  If the Employee’s employment terminates by reason of the Employee’s voluntary resignation (and is not an Involuntary Termination), or if the Employee is terminated for Cause, then the Employee shall not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing option, severance and benefits plans and practices.

(d)                                  Disability; Death .  If the Company terminates the Employee’s employment as a result of the Employee’s Disability, or such Employee’s employment is terminated due to the death of the Employee, then the Employee shall not be entitled to receive severance or other benefits

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except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other agreements with the Company.

4.                                        Retention Payments .

(a)                                   Change of Control Retention Payments .  In the event of a Change of Control (other than a liquidation or dissolution of the Company) wherein Employee is employed by the acquiring entity in the position of Vice-President of Engineering and Program Management or a greater position, then Employee shall receive cash retention payments (the “Change of Control Retention Payments”) as to 1/3 of Annual Compensation on the date of the Change of Control, another 1/3 of Annual Compensation on the date that is six months following the Change of Control, and a final 1/3 of Annual Compensation on the one year anniversary of the Change of Control, subject to his remaining employed by the acquiring entity through such dates.

(b)                                  [*] Retention Payments .  In the event of a [*] (as defined herein) that does not constitute a Change of Control in which the acquiring entity hires Employee as a full-time employee at the level of vice-president or greater, Employee shall receive retention payments (the “[*] Retention Payments”) as to $100,000 on the date of the [*], another $100,000 on the date that is six months following the [*], and a final $100,000 on the one year anniversary of the [*], subject to his remaining employed by the acquiring entity through such dates; provided, however, that if following the [*] Employee is terminated by the acquiring entity as a result of an Involuntary Termination, then, subject to Employee (i) executing and not revoking a Release, (ii) not breaching the provisions of Section 5 hereof, and (iii) the provisions of Section 7 hereof, the Employee shall be entitled to receive any remaining [*] Retention Payments that have not yet been paid to Employee.

(c)                                   No Duplicate Payments .  In no event shall Employee receive both Change of Control Retention Payments and [*] Retention Payments.  Moreover, if Employee receives [*] Retention Payments, he shall not be eligible to receive any severance benefits under Section 3 hereof.

5.                                        Conditional Nature of Section 3 and 4 Payments .

(a)                                   Noncompete .  Employee acknowledges that the nature of the Company’s business is such that if Employee were to become employed by, or substantially involved in, the business of a competitor of the Company during the 12 months following the termination of Employee’s employment with the Company, it would be very difficult for Employee not to rely on or use the Company’s trade secrets and confidential information.  Thus, to avoid the inevitable disclosure of the Company’s trade secrets and confidential information, Employee agrees and acknowledges that Employee’s right to receive the payments set forth in Section 3 or 4 (to the extent Employee is otherwise entitled to such payments) shall be conditioned upon Employee not directly or indirectly engaging in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor having any ownership interested in or

[*]   This provision is the subject of a Confidential Treatment Request.

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participating in the financing, operation, management or control of, any person, firm, corporation or business that competes with the Company or is a customer or client of the Company during the one year period following the Employment Termination Date (“Competition”); provided, however, that nothing in this Section 5 shall prevent Employee from performing services for the acquirer of the Company’s [*] following a [*]; provided, further, that following his termination of employment with the Company, Employee shall be permitted to work for an entity in Competition with the Company whose primary business is not providing products or services competitive with the products or services of the Company, so long Employee does not engage in a business that makes such entity in Competition with the Company.  Notwithstanding the foregoing, Employee may, without violating this Section 5, own, as a passive investment, shares of capital stock of a publicly-held corporation that engages in Competition where the number of shares of such corporation’s capital stock that are owned by Employee represent less than three percent of the total number of shares of such corporation’s capital stock outstanding.

(b)                                  Non-Solicitation .  Until the date 12 months after the termination of Employee’s employment with the Company for any reason, Employee agrees and acknowledges that Employee’s right to receive the severance and retention payments set forth in Section 3 and 4 (to the extent Employee is otherwise entitled to such payments) shall be conditioned upon Employee not either directly or indirectly soliciting, inducing, recruiting or encouraging an employee to leave his or her employment either for Employee or for any other entity or person with which or whom Employee has a business relationship.

(c)                                   Understanding of Covenants .  Employee represents that he (i) is familiar with the foregoing covenants not to compete and not to solicit, and (ii) is fully aware of his obligations hereunder, including, without limitation, the reasonableness of the length of time, scope and geographic coverage of these covenants.

(d)                                  Rem