that is applicable to Executive; and (iii) any other earned and unpaid obligations as of the Termination of Employment, including but not limited to any bonus to which Executive may have become entitled but which has not yet been paid as of Termination of Employment under the bonus plan or policy sponsored by Company that is applicable to Executive (the “ Accrued Obligations ”).  Accrued Obligations described in clauses (i) and (ii) above will be paid as part of Executive’s final ordinary payroll payment from Company for active employment or contemporaneously with such payment, but in no event later than thirty (30) days after such Termination of Employment, and Accrued Obligations described in clause (iii) above will be paid in accordance with the terms of the plan, policy, agreement or arrangement under which they arose (including with respect to time of payment or distribution).

(c)                                   Continued Welfare Benefits .  Executive and/or Executive’s dependents will be entitled to elect to continue their respective health or welfare coverage pursuant to COBRA.  Provided that Executive and/or Executive’s dependents elect and maintain such COBRA coverage until the expiration of their eligibility under COBRA, following such expiration, Executive and/or Executive’s dependents also will be entitled to elect to continue such coverage for the remainder, if any, of the Severance Period.  Such health and other welfare benefits will be provided monthly and will provide the same coverage as available to others who elect coverage pursuant to COBRA, even though, following the expiration of Executive’s eligibility for COBRA, it would not be pursuant to COBRA, provided that the continued participation of Executive and such dependents is possible under the general terms and provisions of such health or welfare plans.  If Executive’s participation in any such plan is barred or would result in adverse tax consequences to Executive or Company, Company will arrange to provide Executive on a monthly basis with benefits substantially similar to those that Executive otherwise would have been entitled to receive under such plan or, alternatively at the option of Company, reimburse Executive on a monthly basis for the reasonable actual costs of purchasing in the marketplace substantially similar benefits; provided , however , that, in either case, Executive will pay to Company, or provide a credit against Company’s reimbursement obligation for, the amount equal to the premiums that Executive would have been required to pay to maintain such benefits hereunder.

During the Severance Period, Executive’s premiums for coverage provided pursuant to COBRA will be equal to the premiums Executive paid prior to Termination of Employment.  All premium payments paid by Executive and/or Executive’s dependents for coverage will be paid directly to the appropriate insurer or service provider for such benefit (which may be Company).  For the avoidance of doubt, Executive’s continuation of health and welfare benefits during the Severance Period; shall count against Executive’s continuation of coverage period required under COBRA.

Any health or welfare benefits received by or available to Executive from or in connection with any other employment of Executive, consultancy arrangement undertaken by Executive or similar source that are reasonably comparable to, but not necessarily as financially or otherwise beneficial to Executive as, the benefits provided to Executive by Company at the time of the Termination of Employment will be deemed the equivalent thereof and will terminate Company’s obligation under this Section 1.1(c) to provide health and welfare coverage during the Severance Period: provided , however , that nothing in this paragraph will limit or terminate Executive’s or

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Executive’s dependents’ right to continue any Company group health plan coverage at Executive’s or such dependent’s cost for the remainder of the COBRA period.  Executive agrees to advise Company of the availability of any such subsequent benefit coverages within 30 days following such availability.

The provisions of this Section 1.1(c) will not prohibit Company from changing the terms of any benefit programs provided that any such changes apply to all executives of Company and its Affiliates ( e.g. , Company may switch insurance carriers or preferred provider organizations or change coverages).

(d)                                  Outplacement Services .  Executive will be entitled to receive outplacement services from an entity selected by Company for a period of three (3) months, provided that such services do not commence later than six (6) months following Termination of Employment.  Company will pay the outplacement service provider directly for the cost of such outplacement services.

(e)                                   Equity Compensation Adjustments .  Any equity-based compensation awards granted to Executive by Company under an Equity Plan that vested prior to such Termination of Employment will be governed by the terms of such awards and such Equity Plan.  Any equity-based compensation awards granted to Executive by Company under an Equity Plan that are unvested on Termination of Employment will expire, unless otherwise provided in such awards or such Equity Plan.  Following his or her Termination of Employment, Company will not grant Executive any equity-based compensation awards.

(f)                                     401(k) Plan .  The terms of the 401(k) Plan will govern Executive’s account balance, if any, under such 401(k) Plan.

1.2                                Termination Benefits in Connection with a Change of Control .  If Executive incurs a Qualifying Termination during a Protection Period, he or she will receive the following termination benefits:

(a)                                   Severance Pay .  Subject to Sections 1.7 and 2.1(a), Executive will receive Severance Pay in a single lump-sum within sixty (60) days after the date on which the Qualifying Termination is incurred.  In the case of a Qualifying Termination that is incurred during the portion of the Protection Period that precedes the Change of Control, (i) the amount of Severance Pay payable to Executive pursuant to this Section 1.2(a) shall be reduced by the amount of any Severance Pay paid to Executive pursuant to Section 1.1(a) prior to the date the Change of Control occurs and (ii) such additional Severance Pay shall be paid to Executive in a single lump-sum within sixty (60) days after the date on which such Change of Control occurred.

(b)                                  Accrued Obligations .  Executive will be entitled to payment of any Accrued Obligations in accordance with the provisions of Section 1.1(b).

(c)                                   Continued Welfare Benefits .  Executive and Executive’s dependents will be entitled to receive health and other welfare benefits in accordance with the provisions of Section 1.1(c) for the duration of the Severance Period.

(d)                                  Outplacement Services .  Executive will be entitled to receive outplacement services in accordance with the provisions of Section 1.1(d).

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(e)                                   Equity Compensation Adjustments .  Any equity-based compensation awards granted to Executive by Company under an Equity Plan that vested prior to such Termination of Employment will be governed by the terms of such awards and such Equity Plan.  Any equity-based compensation awards granted to Executive by Company under an Equity Plan that are unvested on Termination of Employment will vest immediately upon Termination of Employment, unless otherwise provided in such awards or such Equity Plan.  Following his or her Termination of Employment, Company will not grant Executive any equity-based compensation awards.

(f)                                     401(k) Plan .  The terms of the 401(k) Plan will govern Executive’s account balance, if any, under such 401(k) Plan.

(g)                                  Conditional Cap on Severance Pay .  If the payments to Executive pursuant to this Agreement (when considered with all other payments made to Executive as a result of a Termination of Employment that are subject to Section 280G of the Code) (the amount of all such payments, collectively, the “ Parachute Payment ”) result in Executive becoming liable for the payment of any excise taxes pursuant to section 4999 of the Code (“ 280G Excise Tax ”).  Executive will receive the greater on an after-tax basis of (i) the severance benefits payable pursuant to this Section 1.2 or (ii) the severance benefits payable pursuant to this Section 1.2 as reduced to avoid imposition of the 280G Excise Tax (the “ Conditional Capped Amount ”).

Not more than fourteen (14) days following the Termination of Employment Company will notify Executive in writing (A) whether the severance benefits payable pursuant to this Section 1.2 when added to any other Parachute Payments payable to Executive exceed an amount equal to 299% (the “ 299% Amount ”) of Executive’s “base amount” as defined in Section 280G(b)(3) of the Code, (B) the amount that is equal to the 299% Amount, (C) whether the severance benefit described in Section 1.2(g)(i) or the Conditional Capped Amount pursuant to section 1.2(g)(ii) is greater on an after-tax basis and (C) if the Conditional Capped Amount is the greater amount, the amount that the severance benefits payable pursuant to this Section 1.2 must be reduced to equal such amount.

The calculation of the 299% Amount, the determination of whether the termination benefits described in Section 1.2(g)(i) or the Conditional Capped Amount described in Section 1.2(g)(ii) is greater on an after-tax basis and, if the Conditional Capped Amount in Section 1.2(g)(ii) is the greater amount, the determination of how much Executive’s termination benefits must be reduced in order to avoid application of the 280G Excise Tax will be made by Company’s public accounting firm in accordance with section 280G of the Code or any successor provision thereto.  For purposes of making the reduction of amounts payable under this Agreement, such amounts shall be eliminated in the following order:  (1) any cash compensation, (2) any health or welfare benefits, (3) any equity compensation, and (4) any other payments hereunder.  Reductions of such amounts shall take place in the chronological order with respect to which such amounts would be paid from the date of the Termination of Employment absent any acceleration of payment.  If the reduction of the amounts payable hereunder would not result in a reduction of the Parachute Payments to the Conditional Capped Amount, no amounts payable under this Agreement shall be reduced pursuant to this provision.  The costs of obtaining such determination will be borne by Company.

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1.3                                Termination Benefits in Connection With Disability .  If Executive has a Termination of Employment as a result of a Disability, he or she will receive the following termination benefits:

(a)                                   Severance Pay .  Subject to Sections 1.7 and 2.1(a), Executive will receive Severance Pay, which shall be paid in equal installments, in accordance with Company’s regular payroll practices and procedures, over a twelve (12) month period that commences on the first ordinary payroll payment date that follows the date that is sixty (60) days after the date on which the Executive has a Termination of Employment as a result of a Disability; provided that all unpaid portions of such Severance Pay shall be distributed to Executive in a lump-sum on the payroll date immediately preceding March 15 of the calendar year following the calendar year in which such Termination of Employment occurs.

(b)                                  Accrued Obligations .  Executive will be entitled to payment of any Accrued Obligations in accordance with the provisions of Section 1.1(b).

(c)                                   Continued Welfare Benefits .  Executive and Executive’s dependents will be entitled to receive health and other welfare benefits in accordance with the provisions of Section 1.1(c) for the duration of the Severance Period.

(d)                                  Equity Compensation Adjustments .  Any equity-based compensation awards granted to Executive by Company under an Equity Plan that vested prior to such Termination of Employment will be governed by the terms of such awards and such Equity Plan.  Any equity-based compensation awards granted to Executive by Company under an Equity Plan that are unvested on Termination of Employment will expire, unless otherwise provided in such awards or such Equity Plan.  Following his or her Termination of Employment, Company will not grant Executive any equity-based compensation awards.

(e)                                   401(k) Plan .  The terms of the 401(k) Plan will govern Executive’s account balance, if any, under such 401(k) Plan.

1.4                                Termination Benefits in Connection With Death .  If Executive has a Termination of Employment due to death while employed by Company, his or her estate will receive the following benefits:

(a)                                   Severance Pay .  Subject to Section 2.1(a), Executive’s estate will receive Severance Pay, which shall be paid in equal installments, in accordance with Company’s regular payroll practices and procedures, over a twelve (12) month period that commences on the first ordinary payroll payment date that follows the date that is sixty (60) days after the date on which the Executive has a Termination of Employment due to death; provided that all unpaid portions of such Severance Pay shall be distributed to Executive’s estate in a lump-sum on the payroll date immediately preceding March 15 of the calendar year following the calendar year in which such Termination of Employment occurs.

(b)                                  Accrued Obligations .  Executive’s estate will be entitled to payment of any Accrued Obligations in accordance with the provisions of Section 1.1(b).

(c)                                   Continued Welfare Benefits .  Executive’s dependants will be entitled to continue their health and welfare benefits, if any, pursuant to COBRA.

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(d)                                  Equity Compensation Adjustments .  Any equity-based compensation awards granted to Executive by Company under an Equity Plan that vested prior to such Termination of Employment will be governed by the terms of such awards and such Equity Plan.  Any equity-based compensation awards granted to Executive by Company under an Equity Plan that are unvested on Termination of Employment will expire, unless otherwise provided in such awards or such Equity Plan.

(e)                                   401(k) Plan .  The terms of the 401(k) Plan will govern Executive’s account balance, if any, under such 401(k) Plan.

1.5                                Distributions on Account of Death of Executive During the Severance Period .  If Executive becomes entitled to Severance Pay pursuant to Section 1.1, 1.2 or 1.3 and dies during the Severance Period, the following benefits will be payable:

(a)                                   Severance Pay .  Any remaining Severance Pay payable to Executive as of the date of his or her death will continue to be paid to Executive’s estate pursuant to Section 1.1, 1.2 or 1.3, as applicable.

(b)                                  Accrued Obligations .  Executive’s estate will be entitled to payment of any Accrued Obligations unpaid as of the date of Executive’s death in accordance with the provisions of Section 1.1(b).

(c)                                   Continued Welfare Benefits .  Executive’s dependents will be entitled to continue to receive any health or other welfare benefits that they received immediately prior to the date of Executive’s death for the remainder of the applicable period, subject to the limitations contained in Section 1.1(c).

(d)                                  Outplacement Services .  Any outplacement service benefits available to Executive pursuant to Section 1.1(d) or 1.2(d) will cease as of the date of Executive’s death.

(e)                                   Equity Compensation Adjustments .  Upon death of Executive, any equity-based compensation awards granted to Executive by Company under an Equity Plan that vested prior to Executive’s death will be governed by the terms of such awards and such Equity Plan.  Any equity-based compensation awards granted to Executive by Company under an Equity Plan that are unvested on Executive’s death will expire, unless otherwise provided in such awards and such Equity Plan.

(f)                                     401(k) Plan .  The terms of the 401(k) Plan will govern Executive’s account balance, if any, under such 401(k) Plan.

1.6                                Termination Benefits in Connection With a Termination Other Than a Qualifying Termination .  If Executive has a Termination of Employment that is not described in Section 1.1, 1.2, 1.3 or 1.4, he or she will receive the following termination benefits:

(a)                                   Severance Pay .  Executive will not receive any Severance Pay.

(b)                                  Accrued Obligations .  Executive will be entitled to payment of any Accrued Obligations in accordance with the provisions of Section 1.1(b).

(c)                                   Continued Welfare Benefits .  Executive and Executive’s dependants will be entitled to continue their health and welfare benefits, if any, pursuant to COBRA.

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(d)                                  Equity Compensation Adjustments .  Any equity-based compensation awards granted to Executive by Company under an Equity Plan that vested prior to such Termination of Employment will be governed by the terms of such awards and such Equity Plan.  Any equity-based compensation awards granted to Executive by Company under an Equity Plan that are unvested on Termination of Employment will expire, unless otherwise provided in such awards or such Equity Plan.  Following his or her Termination of Employment, Company will not grant Executive any equity-based compensation awards.

(e)                                   401(k) Plan .  The terms of the 401(k) Plan will govern Executive’s account balance, if any, under such 401(k) Plan.

1.7                                Code Section 409A .

(a)                                   It is the intention of Company and Executive that the provisions of this Agreement comply with Section 409A of the Code and the rules, regulations and other authorities promulgated thereunder (including the transition rules thereof) (collectively, “ 409A ”), and all provisions of this Agreement will be construed and interpreted in a manner consistent with 409A.

(b)                                  To the extent Executive is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code and as determined in good faith by Company, notwithstanding the timing of payment provided in any other Section of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) upon separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), after taking into account all available exemptions that would otherwise be payable during the six-month period after separation from service will be made during such six-month period, and any such payment, distribution or benefit will instead be paid on the first business day after such six-month period.

(c)                                   In the event that Company determines that any provision of this Agreement does not comply with 409A, Company will be entitled (but will have no obligation) without Executive’s consent, to amend or modify such provision to comply with 409A; provided , however , that such amendment or modification will, to the greatest extent commercially practicable, maintain the economic value to Executive of such provision.

(d)                                  For purposes of 409A, each installment of Severance Pay under Sections 1.1(a), 1.3(a) and 1.4(a) will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii).

(e)                                   Except as permitted by Section 409A, the continued benefits provided to Executive pursuant to this Agreement during any calendar year will not affect the continued benefits provided to Executive in any other calendar year, and the amount of any costs of purchasing benefits reimbursed pursuant to this Agreement shall be paid to Executive no later than the last day of the calendar year following the calendar year in which such costs are incurred by Executive.

(f)                                     Neither Executive nor any creditor or beneficiary of Executive will have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Agreement or under any other plan, policy, arrangement or agreement of

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or with Company or any affiliate thereof (this Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment.  Except as permitted by Section 409A, any deferred compensation (within the meaning of Section 409A) payable to or for the benefit of Executive under any Company Plan may not be reduced by, or offset against, any amount owing by Executive to the Company or any affiliate thereof.

ARTICLE II
EXECUTIVE COVENANTS

2.1                                Release; Covenants .  As a condition of obtaining benefits under this Agreement, Executive will be required to (a) within forty-five (45) days following Termination of Employment execute and deliver to Company a general release of claims against Company in such form as may be required by Company and (b) comply with the covenants set forth in this Article II.  In the event that Executive fails to execute and deliver such general release within such forty-five-day period or revokes such general release (but only to the extent revocation is permitted under the terms of such general release), then Executive will forfeit all entitlement to any payment, benefit or other amount hereunder.  Executive’s failure to comply with the covenants of this Article II will be governed by Section 2.7 and Article III.

2.2                                Confidential Information .  Company promises to disclose to Executive and Executive acknowledges that in and as a result of his or her employment with Company, he or she will receive, make use of, acquire, have access to and/or become familiar with various trade secrets and proprietary and confidential information of Company and its Affiliates, including, but not limited to, processes, computer programs, compilations of information, records, financial information, sales reports, sales procedures, customer requirements, pricing techniques, customer lists, methods of doing business, identities, locations, performance and compensation levels of employees and other confidential information which are owned by Company and/or its Affiliates and regularly used in the operation of its business, and as to which Company and/or its Affiliates take precautions to prevent dissemination to persons other than certain directors, officers and employees (collectively, “ Trade Secrets ”).  Executive acknowledges and agrees that the Trade Secrets:

(a)                                   are secret and not known in the industry;

(b)                                  give Company or its Affiliates an advantage over competitors who do not know or use the Trade Secrets;

(c)                                   are of such value and nature as to make it reasonable and necessary to protect and preserve the confidentiality and secrecy of the Trade Secrets; and

(d)                                  are valuable, special and unique assets of Company or its Affiliates, the disclosure of which could cause substantial injury and loss of profits and goodwill to Company or its Affiliates.

Executive promises not to use in any way or disclose any of the Trade Secrets, directly or indirectly, either during or after his or her employment by Company, except as required in the course of his or her employment, if required in connection with a judicial or administrative proceeding, or if the information becomes public knowledge other than as a result of an unauthorized disclosure by Executive.  All files, records, documents, information, data compilations and similar items containing non-public and confidential information relating to

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the business of Company, whether prepared by Executive or otherwise coming into his or her possession, will remain the exclusive property of Company and may not be removed from the premises of Company under any circumstances without the prior written consent of Company (except in the ordinary course of business during Executive’s employment by Company), and in any event must be promptly delivered to Company upon termination of Executive’s employment with Company.  Executive agrees that upon re