AMENDMENT TO EMPLOYMENT AGREEMENT

“(a)

Termination Without Cause or Resignation for Good Reason .  If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, then, subject to Section 7, Executive will receive: (i) a lump-sum payment equal to Executive’s then annual Base Salary, paid within 30 days of termination of employment, (ii) reimbursement for any applicable premiums Executive pays to continue coverage for Executive and Executive’s eligible dependents under the Company’s health insurance plan for twelve months after the date of termination, or, if earlier, until Executive is eligible for similar benefits from another employer (provided Executive validly elects to continue coverage under applicable law), (iii) a post-termination exercise period for Executive’s stock options of twelve (12) months (but in no event later than the expiration of the term of the applicable stock option), and (iv) immediate vesting of all unvested Compensatory Equity that would have vested had Executive otherwise remained an employee for the 12-month period commencing on his termination date.  In the event any accelerated vesting of restricted stock units, performance shares or performance units occurs pursuant to clause (iv) of the preceding sentence, the settlement of such awards and issuance of the underlying shares will be subject to any required six (6) month delay pursuant to Section 24.  Notwithstanding clause (iv) of this Section 6(a) above, upon a Change of Control, (x) Executive will receive immediate vesting with respect to 50% of all unvested Compensatory Equity that are then held by Executive, and (y) if a termination described in the first sentence of this Section 6(a) occurs within 60 days before or 18 months following a Change of Control, then, subject to Section 7, Executive will receive (A) a lump-sum payment equal to Executive’s annual Base Salary plus 100% of the annual Target Bonus amount for the year of termination, paid within thirty (30) days of termination of employment, and (B) immediate vesting with respect to all unvested Compensatory Equity that are then held by Executive. For purposes of clause (x) in the preceding sentence, the vesting schedule for Executive’s remaining unvested Compensatory Equity (determined after giving effect to clause (x)) shall be automatically proportionately adjusted on a grant by grant basis. Purely to illustrate the mechanics of the preceding sentence, if immediately prior to a Change of Control there were 150 unvested option shares outstanding which were vesting at a rate of 8 shares each month, and after giving effect to the accelerated vesting provisions of  clause (x) 75 of such option shares become vested on an accelerated basis, then the 75 remaining unvested option shares would thereafter vest at a rate of 4 shares per month. Executive’s vested stock options will remain exercisable in accordance with the terms of the 1999 Stock Plan and the corresponding option agreements and thereafter will expire to the extent not exercised.”