FORM OF MANAGEMENT CONTINUITY AGREEMENT

A.

It is expected that another company or other entity may from time to time consider the possibility of acquiring the Company or that a change in control may otherwise occur, with or without the approval of the Company’s Board of Directors (the “Board”). The Board recognizes that such consideration can be a distraction to the Employee and can cause the Employee to consider alternative employment opportunities. The Board has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication and objectivity of the Employee, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company.

B.

The Board believes that it is in the best interest of the Company and its shareholders to provide the Employee with an incentive to continue his or her employment with the Company.

C.

The Board believes that it is imperative to provide the Employee with certain benefits upon a Change of Control and, under certain circumstances, upon termination of the Employee’s employment in connection with a Change of Control, which benefits are intended to provide the Employee with financial security and provide sufficient income and encouragement to the Employee to remain with the Company notwithstanding the possibility of a Change of Control.

D.

To accomplish the foregoing objectives, the Board of Directors has directed the Company, upon execution of this Agreement by the Employee, to agree to the terms provided in this Agreement.

E.

Certain capitalized terms used in the Agreement are defined in Section 4 below.

1.

At-Will Employment : The Company and the employee acknowledge that the Employee’s employment is and shall continue to be at-will, as defined under applicable law. If the Employee’s employment terminates for any reason, including (without limitation) any termination prior to a Change of Control, the Employee shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided by this Agreement, or as may otherwise be available in accordance with the Company’s established employee plans and written policies at the time of termination. The terms of this Agreement shall terminate upon the earlier of (I) the date that all obligations of the parties hereunder have been satisfied, (ii) two years after the effective date, or (iii) twenty-four (24) months after a Change of Control. A termination of the terms of this Agreement pursuant to the preceding sentence shall be effective for all purposes, except that such termination shall not affect the payment or provision of compensation or benefits on account of a termination of employment occurring prior to the termination of the terms of this Agreement.

2.

Change of Control/Stock Options and other deferred compensation. Immediately upon the effective date of the Change of Control, each stock option granted for the Company’s securities held by the Employee shall become immediately vested and shall be exercisable in full in accordance with the provisions of the option agreement and plan pursuant to which such option was granted. In addition, Employee’s interest in any other current or future Company deferred compensation or equity incentive plans, whether securities, cash or other instrument, shall become immediately and fully vested in accordance with any such plan.

3.

Severance Benefits

(i)

Voluntary Resignation. If the Employee voluntarily resigns from the Company (other than as an Involuntary Termination (as defined below) or if the Company terminates the Employee’s employment for Cause (as defined below), then the Employee shall not be entitled to receive severance payments. The Employee’s benefits will be terminated under the Company’s then existing benefit plans and policies in accordance with such plans and policies in effect on the date of termination.

(ii)

Involuntary Termination. If the Employee’s employment is terminated within 12 months of the Change of Control as a result of Involuntary Termination other than for Cause, the Employee shall be entitled to receive 18 months [24 months for CFO and General Counsel] [2.99 years for CEO] of base pay as severance payments (the “Severance Period”) from the date of the Employee’s termination. If the Employee’s employment is terminated after 12 months but within 24 months after the Change of Control, the Employee shall be entitled to receive 12 months [2.99 years for CEO] of base pay as severance payments (the “Severance Period”) from the date of the Employee’s termination. The Employee’s severance payments shall be equal to the salary which the Employee was receiving immediately prior to the Change of Control plus a bonus equal to 40% of base pay for Executive Committee members and 50% of base pay for the CEO shall be paid during the Severance Period in accordance with the Company’s standard payroll practices or, at the Employee’s election, shall be paid to the Employee in lump sum within ten (10) days of the Employee’s termination date. Election for payment method will be made at least five business days before the termination, otherwise payment will be made as lump sum as described in the preceding sentence. Such election shall not affect the length of the Severance Period nor the provision of health insurance benefits within the Severance Period. In addition, during the Severance Period, the Employee shall be provided with health

insurance benefits substantially identical to those to which the Employee was entitled immediately prior to the Change of Control.

(iii)

Involuntary Termination for Cause. If the Employee’s employment is terminated for Cause, then the Employee shall not be entitled to receive severance payments. The Employee’s benefits will be terminated under the Company’s then existing benefits plans and policies in effect on the date of termination.