EMPLOYMENT AGREEMENT

1.

TERM. The Company agrees to employ Employee and Employee hereby accepts such employment, in accordance with the terms of this Agreement, commencing on the date of this Agreement (the “Effective Date”) and continuing for a period of two (2) years hereafter (the “Term”), subject to earlier termination under Section 5 or extension of such term as described in the following sentences. Unless either party has given advanced written notice to the other party that the Term shall not be extended (or further extended, as the case may be), then (1) upon the first anniversary of the Effective Date the Term shall automatically be extended by an additional year (such that the Term shall be scheduled to terminate on the third anniversary of the Effective Date), and (2) upon the second and each successive anniversary of the Effective Date the Term shall automatically be extended by an additional year; provided, however , that in no event shall the Term exceed a period of five (5) years. Provision of notice that this Agreement shall not be extended or further extended, as the case may be, shall not necessarily constitute termination of Employee’s employment, shall not constitute breach of this Agreement, and shall not entitle the Employee to any benefits described in Section 5. Such notice that the Agreement will not be extended shall be provided to Employee no less than 12 months prior to the termination date specified in the notice, subject to earlier termination pursuant to Section 5 below.

2.

SERVICES AND EXCLUSIVITY OF SERVICES. During the Term of this Agreement, Employee shall devote Employee’s full business time, energy and ability exclusively to the business, affairs and interests of the Company and matters related thereto, shall use Employee’s best efforts and abilities to promote the Company’s interests and shall perform the services contemplated by this Agreement in accordance with policies established by and under the direction of the Board of Directors of the Company (the “Board”) and the Chief Executive Officer of the Company or such other executive of the Company as the Chief Executive Officer shall determine from time to time (the “Senior Executive”). Employee shall not, directly or indirectly, during the term of

this Agreement render services to any other person or firm for compensation or engage in any activity competitive with or adverse to the Company’s business. Employee may serve as a director or in any other capacity of any business enterprise or any nonprofit or governmental entity or trade association, provided in each case that such service is approved by the Board or the Senior Executive. Notwithstanding the foregoing, Employee may make and manage personal business investments of Employee’s choice and serve in any capacity with any civic, educational or charitable organization (other than as a director of such organization, approval for which may be sought under the immediately preceding sentence of this Section 2) without seeking the approval of the Senior Executive, provided that such activities and services do not interfere or conflict with the performance of the duties hereunder or create any conflict of interest with such duties.

3.

DUTIES AND RESPONSIBILITIES. Employee shall serve as an officer of the Company for the Term of this Agreement. In the performance of Employee’s duties, Employee shall report directly to the Senior Executive and shall be subject to the direction of the Senior Executive and to such limits on Employee’s authority as the Senior Executive may from time to time impose. During the term of this Agreement, Employee shall be based at the Company’s principal executive offices. Employee agrees to observe and comply with the rules and regulations of the Company and agrees to carry out and perform orders, directions and policies of the Company and its Board as they may be, from time to time, stated either orally or in writing. The Company agrees that the duties which may be assigned to Employee shall not be inconsistent with the provisions of the charter documents of the Company or applicable law.

4.

COMPENSATION.

(a)

Base Salary. During the term of this Agreement, the Company agrees to pay Employee a base salary at the annual rate of not less than [$__________] [INSERT CURRENT BASE SALARY], payable in accordance with the Company’s practices in effect from time to time (the “Base Salary”).

(b)

Additional Benefits. Employee shall also be entitled to all rights and benefits for which Employee is otherwise eligible under any bonus plan, Target Bonus (defined below) arrangement, incentive agreement (including stock options and/or other awards granted pursuant to any Company equity award plans (hereinafter the “Equity Award Plans”) provided to Peer Executives (defined as employees who have similar status and responsibility)), participation or extra compensation plan, pension plan, profit-sharing plan, life, medical, dental, disability, or insurance plan (including, except as otherwise prohibited therein, the Company’s Employee Stock Purchase Plan) or policy or other plan or benefit that the Company may provide for Employee or (provided Employee is eligible to participate therein) for Peer Executives or for employees of the

Company generally, as from time to time in effect, during the term of this Agreement (collectively, all of the above shall be referred to as the “Additional Benefits”). In addition to the Base Salary, Employee shall be eligible to earn, for each fiscal year of Company, a target annual incentive bonus equal to [INSERT APPROPRIATE TARGET BONUS] of Employee’s Base Salary (“Target Bonus”), which bonus shall be based on achieving targeted performance goals as determined by the Compensation Committee of the Board.

(c)

Periodic Review. The Compensation Committee of the Board shall review Employee’s Base Salary and Additional Benefits then being paid to Employee not less frequently than every twelve months. Following such review, the Company may in its discretion increase (but shall not be required to increase) the Base Salary or any other benefits, but may not decrease the Base Salary and Target Bonus during the Term of this Agreement; provided, however , that if the Company undertakes any generalized compensation or benefit reductions of Peer Executives, the Company may reduce Employee’s Base Salary and Target Bonus by a percentage equal to the percentage base salary and target bonus reductions effected for all other Peer Executives of the Company.

(d)

Perquisites. Employee shall be entitled to not less than three weeks paid vacation each twelve-month period (or such larger amount of paid vacation as is generally granted to employees of the Company based on time of service with the Company), which shall accrue on a pro rata basis from the Effective Date of this Agreement. Vacation time will continue to accrue so long as Employee’s total accrued vacation does not exceed two times (2x) the then-current rate of annual vacation accrual of the Employee (the “Vacation Accrual Cap”). Should Employee’s accrued vacation time reach the Vacation Accrual Cap, Employee will cease to accrue additional vacation until Employee’s accrued vacation time falls below the Vacation Accrual Cap. Except with respect to the rate of vacation accrual set forth above, all vacation time shall be subject to the plans, policies, programs and practices as in effect generally with respect to other Peer Executives of the Company.

5.

TERMINATION. This Agreement and all obligations hereunder (except the obligations contained in Sections 8, 9, 10, 11, 12 and 13 (Trade Secrets/Confidential Information, Agreement Not to Disclose, Property of Company, Unfair Competition, Solicitation of Employees, and Indemnity) which shall survive any termination hereunder) shall terminate upon the earliest to occur of any of the following.

(a)

Voluntary Termination by Employee/End of Term/Retirement. Employee may terminate employment and this Agreement by giving no less than [eight (8) weeks’] notice to the Company. This Agreement shall also terminate upon expiration of the Term or upon notice pursuant to Section 1 above or Employee’s retirement from the Company in accordance with the normal retirement policies of the Company.

(b)

Death or Disability of Employee. Employee’s employment shall be terminated upon the death or Disability (as defined below) of Employee. In such instance, except as set forth below, all obligations hereunder to Employee (or Employee’s heirs or legal representatives) shall cease, other than for payment of the sum of (A) Employee’s Base Salary through the date of termination to the extent not theretofore paid, (B) pro rata portion of the Target Bonus calculated as of the date of termination and any other amount earned through the date of termination pursuant to another cash compensation agreement; and (C) any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (A), (B), and (C) each shall be a separate payment for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be hereinafter referred to as the “Accrued Obligations”), which shall, subject to Section 5(h), be paid to Employee or Employee’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days after the date of termination or any earlier time required by applicable law. For the purposes of this Agreement, Disability shall mean that Employee is either (1) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, or (2) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company, or (3) if determined to be totally disabled by the Social Security Administration, or (4) if determined to be disabled in accordance with the applicable disability insurance program of the Company, provided that the definition of “disability” applied under such disability insurance program complies with the requirements of this Section. The termination of this Agreement due to the death or Disability of Employee shall have no effect on the rights and obligations of Employee (or Employee’s personal representative or beneficiary, as the case may be) with respect to stock options or other rights granted under the Company’s Equity Award Plans, as amended, or the Company’s Employee Stock Purchase Plan, or any subsequent employee benefit or equity compensation plan adopted by the Company, all of which rights and obligations shall be governed solely and exclusively by the applicable terms and conditions of such plans and the agreements issued thereunder.

(c)

Cause. The Company may terminate Employee’s employment and all of Employee’s rights to receive Base Salary and any Additional Benefits hereunder for Cause. For purposes of this Agreement, the term “Cause” shall be defined as any of the following; provided , however , that the Company must determine the presence of such Cause in good faith based upon information then known to the Company:

(d)

Without Cause. Notwithstanding any other provision of this Section 5, the Company shall have the right to terminate Employee’s employment with the Company without Cause at any time, but in the event of such termination without Cause and subject to the satisfaction of the condition in Section 5(f), Employee shall be entitled to receive a lump sum payment equal to [                    ] times the value of Employee’s Base Salary in effect as of the date of such termination (hereinafter such amount shall be referred to as the “Lump Sum Payment”). Subject to Section 5(h), such Lump Sum Payment to Employee shall be paid to Employee within 60 days of the date of such termination.

(e)

Good Reason. Employee may terminate employment with the Company for Good Reason within six (6) months following the initial existence of Good Reason. In the event that Employee fails to terminate employment within such period but Employee’s employment under this Agreement in fact terminates at the initiation of Employee, such termination shall be deemed a termination by Employee without Good Reason. Regardless of whether a resignation occurs prior to, coincident with or after a “Change in Control,” “Good Reason” shall mean any one or more of the following:

(i)

An involuntary material diminution in Employee’s Base Salary.

(ii)

An involuntary material diminution in Employee’s authority, duties, or responsibilities.

(iii)

A 50 mile or greater change in the geographic location at which Employee must perform services.

(iv)

Any other action or inaction by the Company that constitutes a material breach of the Agreement.

(f)

The Executive shall be entitled to receive the benefits described in Sections 5 and 7 provided that the Executive must execute and deliver to the Company the severance and release agreement attached hereto as Exhibit A within 50 days of the Termination without Cause and not revoke it pursuant to any revocation rights afforded by law. If the Executive does not timely execute and deliver to the Company such severance and release agreement, or if the Executive has executed the severance and release agreement but revokes it, no severance benefits shall be paid.

(g)

Employee agrees that the payments and benefits contemplated by this Section 5 shall constitute the exclusive and sole remedy for any termination of employment and Employee covenants and agrees not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment. The Lump-Sum Payment under Section 5(d) and 5(e) shall be deemed a separate payment for purposes of Code Section 409A, intended to qualify as a “short-term deferral” under Treasury Regulation § 1.409A-1(b)(4) to the maximum extent possible and, for any other portion thereof, under the “two-year/two-times” exclusion from being a deferral of compensation under Treasury Regulation § 1.409A-1(b)(9)(iii) to the maximum extent possible.

(h)

Notwithstanding anything to the contrary in the other provisions of this Agreement, any payment under this Agreement under Section 5 or Section 7 that the Company reasonably determines is subject to Section 409A(a)(2)(B)(i) of the Code shall not be paid or payment commenced until the later of (i) six (6) months after the date of Employee’s termination

of employment or Employee’s death and (ii) the payment date or commencement date specified in this Agreement for such payment(s). On the earliest date on which such payments can be made or commenced without violating the requirements of Section 409A(a)(2)(B)(i) of the Code, Employee shall be paid, in a single cash lump sum, an amount equal to the aggregate amount of all payments delayed pursuant to the preceding sentence.

(i)

If a payment under this Section 5 or Section 7 would be payable upon or during a specified period following a termination of Employee’s employment and such payment would constitute a deferral of compensation under Section 409A of the Code, the term “termination of employment” shall mean a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h). Employee shall have no control or influence as to the time of payment of any payment under this Section 5 or Section 7 payable during a specified period following termination.

6.

BUSINESS EXPENSES. During the Term of this Agreement, to the extent that such expenditures satisfy the criteria under the Internal Revenue Code for deductibility by the Company (whether or not fully deductible by the Company) for federal income tax purposes as ordinary and necessary business expenses, the Company shall reimburse Employee promptly for reasonable business expenditures, including travel, entertainment, parking, business meetings, and professional dues, made and substantiated in accordance with the reasonable policies, practices and procedures established from time to time by the Company generally with respect to other Peer Executives and incurred in the pursuit and furtherance of the Company’s business and good will.

7.

CHANGE IN CONTROL.

(a)

If, (A) “In Anticipation Of,” as defined below, or within 12 months after a “Change in Control” of the Company (or any successor), as defined below, the Company involuntarily terminates Employee’s employment without Cause, or (B) within 12 months after a Change in Control, Employee terminates employment for Good Reason, then subject to Section 5(h) and the satisfaction of the condition in Section 5(f), Employee shall receive a lump sum payment equal to two times (2x) the amount that would be required to be paid to Employee as a Lump Sum Payment under Section 5(d) upon Employee’s termination other than for Cause (hereinafter the “Change in Control Payment”) within 60 days following the termination of employment. The payment under this Section 7(a) shall be deemed a separate payment from any payment under Section 5(d) or 5(e) for purposes of Section 409A of the Code intended to qualify as a “short-term deferral” under Treasury Regulation § 1.409A-1(b)(4) to the maximum extent possible and, for any other portion thereof, under the “two-year/two-times” exclusion from being a deferral of compensation under Treasury Regulation § 1.409A-1(b)(9)(iii) to the maximum extent possible after such exclusion is applied to payments under Section 5.

(b)

In the event that any economic benefit, payment or distribution by the Company to or for the benefit of Employee, whether paid, payable, distributed or distributable, pursuant to this Section 7 or otherwise In Anticipation Of or following a Change in Control, including, if applicable, the vesting of Employee’s equity compensation awards (hereinafter, the “Total Payments”), would result in all or a portion of such Total Payments being subject to excise tax under Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax and any applicable interest and penalties, collectively referred to in this Agreement as the “Excise Tax”), then Employee shall be entitled to receive an additional payment (the “Gross-Up Payment”) in an amount such that, after payment by Employee of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments. Notwithstanding the foregoing, if it shall be determined that Employee is entitled to the Gross-Up Payment, but that the Parachute Value of the Total Payments does not exceed 110% of the Safe Harbor Amount, then no Gross-Up Payment shall be made to Employee and Employee’s Total Payments (including the Change in Control Payment) shall be either (A) the full payment or (B) such lesser amount that would result in no portion of the Total Payment being subject to Excise Tax, whichever of the foregoing amounts, taking into account the applicable Federal, state, and local employment taxes, income taxes, and the Excise Tax, results in the receipt by Employee, on an after-tax basis, of the greatest amount of Total Payments notwithstanding that all or some portion of the Total Payments may be taxable under Section 4999 of the Code. Unless