Company; (iv) a willful material breach of the Executive’s proprietary information agreement that is materially injurious to the Company; (v) Executive’s (1) willful and material failure to perform his duties as an officer or employee of the Company, and (2) failure to “cure” any such failure within thirty (30) days after receipt of written notice from the Company delineating the specific acts that constituted such failure and the specific actions necessary, if any, to “cure” such failure; or (vi) a willful violation of a material Company policy, including insider trading that is materially injurious to the Company.

(d)    Change of Control .  “Change of Control” shall mean the occurrence of any of the following events:

(i)     the date on which any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) obtains “beneficial ownership” (as defined in Rule 13d-3 of the Exchange Act) or a pecuniary interest in fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities (“ Voting Stock ”);

(ii)    the consummation of a merger, consolidation, reorganization, or similar transaction other than a transaction: (1) in which substantially all of the holders of the Company’s Voting Stock hold or receive directly or indirectly fifty percent (50%) or more of the voting stock of the resulting entity or a parent company thereof, in substantially the same proportions as their ownership of the Company immediately prior to the transaction; or (2) in which the holders of the Company’s capital stock immediately before such transaction will, immediately after such transaction, hold as a group on a fully diluted basis the ability to elect at least a majority of the directors of the surviving corporation (or a parent company);

(iii)   there is consummated a sale, lease, exclusive license, or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license, or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an entity, fifty percent (50%) or more of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale, lease, license, or other disposition; or

(iv)   individuals who, on the date this Plan is adopted by the Board, are Directors (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Directors; provided , however , that if the appointment or election (or nomination for election) of any new Director was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board.

(e)    COBRA .  “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

(f)     Code .  “Code” means the Internal Revenue Code of 1986, as amended.

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(g)    Disability . “Disability” means a physical or mental condition of Executive that, in the good faith judgment of the Board of Directors of the Company, based upon certification by a licensed physician reasonably acceptable to Executive, or Executive’s representative, and the Company, (i) prevents Executive from being able to substantially perform services required by his or her position with the Company, (ii) has continued for a period of at least six (6) months during any period of twelve (12) consecutive months, and (iii) is expected to continue.

(h)    Involuntary Termination .  “Involuntary Termination” shall mean without the Executive’s express written consent any of the following, (i) a significant reduction of the Executive’s duties, position or responsibilities relative to the Executive’s duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Executive from such position, duties and responsibilities; (ii) a substantial reduction of the facilities and perquisites (including, but not limited to, office space and location) available to the Executive immediately prior to such reduction, excluding similar reductions applicable to the entire executive staff; (iii) a reduction by the Company of the Executive’s base salary as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Executive is entitled immediately prior to such reduction with the result that the Executive’s overall benefits package is significantly reduced; (v) without Executive’s written consent, the relocation of the Executive to a facility or a location more than twenty-five (25) miles from the Company’s then current location; (vi) a material breach by the Company of this Agreement or any other material agreement of the Company that is not corrected within fifteen (15) days after written notice from the Executive; (vii) any termination of the Executive by the Company which is not effected for Cause or any purported termination of the Executive by the Company which is effected for Cause but for which the grounds relied upon are not valid; or (viii) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 7 below.

(i)     Severance Benefits .  “Severance Benefits” shall mean those benefits which Executive is entitled to receive upon the Involuntary Termination of Executive’s employment with the Company as set forth under Section 5.

(j)     Termination Date .  “Termination Date” shall mean the effective date of any notice of termination delivered by one party to the other hereunder.

2.           Term of Agreement .  The term of this Agreement (the “ Term ”) shall commence on the Effective Date and shall continue until the third anniversary of the Effective Date; provided, however, that (i) if the payment of Severance Benefits has been triggered pursuant to this Agreement, the Term shall expire on the date that all obligations of the parties hereto under this Agreement have been satisfied; (ii) if a Change of Control has occurred, the Term shall not expire until the later of (A) the third anniversary of the Effective Date, or (B) the last day of the thirteenth (13 ^th ) month following the close of a Change of Control (unless Severance Benefits are triggered prior to such time) or (iii) if Executive’s employment with the Company is terminated by the Company for Cause or Executive voluntarily terminates employment and such termination

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does not qualify as an Involuntary Termination, then the Term shall expire as of the date of such termination.

3.           At-Will Employment .  Nothing in this Agreement alters the at-will nature of Executive’s employment.  Either the Company or the Executive can terminate the employment relationship at any time, with or without cause and with or without advance notice.  This at-will employment relationship can only be modified in a writing signed by Executive and a duly authorized Company representative.

4.           Employment Compensation and Benefits .  During the term of this Agreement, Executive shall receive the benefits set forth in Exhibit A, attached hereto and incorporated by reference herein.

5.           Severance Benefits .

(a)    Involuntary Termination of Employment .  Subject to Section 5(b) below, and in exchange for executing the standard Company release attached hereto as Exhibit B (and specifically excluding claims for contractual or statutory indemnification to the fullest extent allowable by law or contract), in the event of the Executive’s Involuntary Termination at any time while this Agreement is in effect, then Executive shall be entitled to the following Severance Benefits:

(i)     twelve (12) months of Executive’s Base Salary in effect as of the day of such termination, less applicable withholding, payable in a lump sum within ten (10) days of the Involuntary Termination;

(ii)    50% of all stock options and restricted stock, taken collectively, granted by the Company to the Executive prior to the Involuntary Termination that are then unexercisable or unvested shall become fully vested and, if applicable, exercisable as of the date of the Involuntary Termination. For purposes of calculating the 50% threshold set forth above, the following order shall be adhered to (i) restricted shares shall vest (i.e., any Company right of repurchase shall lapse) first, until the 50% collective threshold has been met, and (ii) options shall vest and become exercisable second, starting with the earliest granted options, until the 50% collective threshold has been met;

(iii)   for a period of three (3) years following the date of the Executive’s termination with the Company, the Company shall maintain the same level of health (i.e., medical, vision and dental) coverage as in effect for the Executive and Executive’s dependents on the day immediately preceding the day of the Executive’s termination of employment.; and

(iv)   for a period of three (3) years following the date of Executive’s termination, the Company shall provide continuation of the following benefits: (a)  Insurance .   Major disability insurance which shall provide not less than two-thirds (2/3rds) of Executive’s Base Salary as of the date of his termination in disability payments commencing three (3) months after permanent or partial disability occurs and group life or term life insurance in an amount

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equal to two (2) times Executive’s Base Salary as of the date of his termination. (b)  Employee Benefit Plans .  Participation in any other employee benefit plan then in existence as o