SEVERANCE AGREEMENT

termination of this Agreement at least 30 days prior to such anniversary, provided , however , that (a) from and after a Separation from Service (as defined below in Section 2.1 (Certain Definitions)) during the term of this Agreement, this Agreement shall remain in effect until all of the obligations of the parties hereunder are satisfied or have expired, and (b) this Agreement shall terminate if Executive shall cease to be an executive officer of the Company.

1.2                                No Entitlement .  Nothing contained in this Agreement shall be construed to create a contract of employment for a specified time.  Executive is employed on an “at will” basis and may be terminated at any time.

SECTION 2.         TERMINATION

2.1                                Certain Definitions .  When used in this Agreement, the following terms shall have the specific meanings shown in this Section unless the context of any provision of this Agreement clearly requires otherwise:

(i)                                      “ Change in Control ” of the Company shall mean any of the following events:

(A)                               a merger or consolidation of the Company with any other corporation, other than a merger or consolidation resulting in the combined voting power of the securities of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the general election of directors (calculated as provided in paragraph (d) of Rule 13d-3 in the case of rights to acquire such securities) immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting stock of the surviving entity) more than a majority of the combined voting power of the securities of the Company (or such surviving entity) immediately after such merger or consolidation;

(B)                                 any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company;

(C)                                 the dissolution and liquidation of the Company;

(D)                                any person or “group” (other than a benefit plan sponsored by either the Company or a subsidiary of the Company) becoming the “beneficial owner,” directly or indirectly, of securities representing a majority of the combined voting power of the then outstanding securities of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors (calculated as provided in paragraph (d) of Rule 13d-3 in the case of rights to acquire such securities).

(E)                                  during any 12-month period, directors of the Company in office at the beginning of such period ceasing for any reason to constitute a majority of the Board, unless the election, or nomination for election by the Company’s stockholders, of at least 75% of the directors who were not directors at the beginning of such period was approved by vote of at least two-thirds of the directors in office at the time of such election or nomination who were directors at the beginning of such period.

For purposes hereof, the terms “ group ” and “ beneficial owner ” shall have the meanings given to them in Rule 13d-3; and “ Rule 13d-3 ” shall mean Rule 13d-3 under the Securities Exchange Act of 1934.

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(ii)                                   “Cause” shall mean the following:

(A)                               commission of any act of fraud or dishonesty in connection with Executive’s employment, or theft, misappropriation or embezzlement of the Company’s funds;

(B)                                 indictment for any felony, crime involving fraud or misrepresentation, or for any other crime (whether or not such felony or crime is connected with Executive’s employment) the effect of which in the judgment of the Board is likely to adversely affect the Company or its affiliates;

(C)                                 repeated and consistent failure of Executive to be present at work during normal business hours unless the absence is because of Executive’s Disability (as defined below);

(D)                                violation of any lawful express direction of the Company or any violation of any rule, regulation, policy or plan established by the Company from time to time regarding the conduct of its employees and/or the Business, if such violation is not remedied (if capable of remedy) by Executive within 15 days of receiving notice of such violation from the Company;

(E)                                  gross incompetence or willful misconduct in the performance of, or gross neglect of, Executive’s duties under this Agreement or otherwise in the performance of his employment with the Company (after not less than 15 days’ prior written notice specifying deficiencies in performance);

(F)                                  disclosure or use of Confidential Information, as defined in Section 4.1 (Confidentiality), other than as required in the performance of Executive’s employment with the Company; and

(G)                                 Executive’s use of alcohol or any unlawful controlled substance to an extent that it interferes materially with the performance of Executive’s employment with the Company.

(iii)                                “Code” shall mean the Internal Revenue Code of 1986, as amended, together with any applicable regulations thereunder.

(iv)                               “Disability” shall mean the Executive is, in the reasonable opinion of a physician selected by the Board, unable or substantially unable, due to his physical, mental or emotional illness or condition, to substantially perform his duties for a period of 16 consecutive weeks in any 18 month period or is deemed disabled under the Company’s disability insurance policy then in effect.

(v)                                  “Good Reason” shall mean any of the following actions without Executive’s consent, other than due to Executive’s death or Disability: (A) Executive’s assignment to a position, title, responsibilities, or duties of a materially lesser status or degree of responsibility than the position, responsibilities, or duties of the Company or removal from his position as an executive officer of the Company, (B) the reduction of Executive’s base salary or bonus opportunity, except

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pursuant to a reduction which also applies to the Company’s other senior executives, (C) the requirement by the Company that Executive relocate Executive’s primary office or location more than 25 miles from the Executive’s then current primary office or location, or (D) the requirement that Executive report to any officer of the Company other than its Chief Executive Officer; provided, however, that Executive must have given written notice to the Company that Executive believes he has the right to terminate employment for good reason, specifying in reasonable detail the events comprising the good reason, and the Company fails to eliminate the good reason within 15 days after receipt of the notice.

(vi)                               “Payment Date” shall mean the 75th day after Executive’s Separation from Service, subject to Section 3.5 (Certain Section 409A Rules).

(vii)                            “Separation from Service” shall mean Executive’s separation from service with the Company and its affiliates within the meaning of Treas. Reg. §1.409A-1(h) or any successor thereto.

(viii)                         “Specified Employee” shall mean Executive if he is a specified employee as defined in Section 409A of the Code as of the date of his Separation from Service.

2.2                                Entitlement to Severance Benefits .   Executive shall be entitled to the benefits provided in this Agreement in the event the Executive has a Separation from Service under the circumstances described in (i) through (iii) below (a “ Covered Termination ”), provided that Executive executes, and does not revoke, a full Release agreement in favor of the Company as described below.  A Covered Termination shall have occurred in the event that:

(i)                                      Executive’s employment with the Company is terminated prior to a Change in Control other than (A) by the Company for Cause, (B) by Executive, or (C) due to Executive’s Disability; or

(ii)                                   Executive is not offered comparable employment by the Company’s successor upon a Change in Control; or

(iii)                                Executive’s employment with the Company or its successor (referred to jointly as the “Company”) is terminated within 12 months following a Change in Control other than (A) by the Company for Cause, (B) by Executive without Good Reason, or (C) due to Executive’s Disability (a Covered Terminations of the type described in items (ii) and (iii) shall be referred to herein as a “ Change in Control Termination ”).

For purposes of this section, a “Release” shall mean a release (in substantially the form attached hereto as Exhibit A ) of any and all claims against the Company and all related parties with respect to all matters arising out of Executive’s employment by the Company and its affiliates, or the termination thereof (other than claims for any entitlements under the terms of this Agreement).  Notwithstanding any provision of this Agreement to the contrary, if the Company provides a form of Release to Executive for Executive to sign, Executive shall not be entitled to any payments or benefits under this Agreement unless Executive signs and returns the Release to the Company before the lump-sum payment is made to him; provided that, if the Release is not presented to Executive within 10 days after Separation from Service, the requirement that Executive sign the Release shall be waived.  If the Release is presented to Executive within such 10-day period, but Executive does not sign and return the Release to the Company by the end of the applicable consideration period

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under the federal Age Discrimination in Employment Act (currently, either 21 or 45 calendar days), then Executive shall forfeit the lump-sum payment.  If the Release is timely signed and returned to the Company and not thereafter revoked, such lump-sum payment shall be made to Executive on the Payment Date.

2.3                                Severance Payment .   In the event of a Covered Termination, Executive shall be entitled to receive a severance amount (the “ Severance Amount ”) equal to the sum of:

(a)                                   an amount equal to the Executive’s Base Salary as of the date of the Covered Termination (the “ Termination Date ”); and,

(b)                                  in addition to the amount payable under Section 2.3(a)  hereof, (i) in the event of a Change in Control Termination, in addition to the amount payable under Section 2.3(a)  hereof, an amount equal to the maximum annual incentive cash bonus at the rate in effect as of the Termination Date, or (ii) other than in the event of a Change in Control Termination, an amount equal to the pro rata portion of the maximum annual incentive cash bonus at the rate in effect as of the Termination Date, which shall be calculated based on a numerator equal to the number of days between January 1 and the date of the Covered Termination and a denominator of 365.

Executive will also be entitled to the benefits and payments referred to in Sections 3.1 (Welfare Benefits) and 3.3 (Other Payments and Benefits).  The Severance Amount shall be deposited into a third-party escrow account within 10 days of the Termination Date and paid to Executive in a lump-sum on the Payment Date.

2.4                                Vesting of Equity Compensation .   In the event of a Covered Termination, and notwithstanding any provision to the contrary in any of the Company’s equity compensation plans, all of Executive’s outstanding equity compensation awards shall become fully vested and exercisable as of the Termination Date.

SECTION 3.         BENEFITS FOLLOWING TERMINATION

3.1                                Welfare Benefits .   Subject to Section 3.2 (Effect of Other Employment), for a period of up to 18 months following a Covered Termination of Executive, Executive and Executive’s dependents shall be entitled to participate in the Company’s medical and dental insurance plans at Executive’s expense, in accordance with the terms of such plans at the time of such Covered Termination as if Executive were still employed by the Company or its affiliates under this Agreement.  The continued coverage provided to Executive under this Section 3.1 shall meet the requirements for COBRA health care continuation coverage, and the COBRA health care continuation coverage period under section 4980B of the Code shall run concurrently with the period of continued health coverage following the Termination Date.

3.2                                Effect of Other Employment .   In the event Executive becomes employed during the period with respect to which benefits are continuing pursuant to Section 3.1 (Welfare Benefits):  (a) Executive shall notify the Company not later than the day such employment commences; and (b) the benefits provided for in Section 3.1 (Welfare Benefits) shall terminate as of the date of such employment.  Nothing herein shall relieve the Company of its obligations for compensation or benefits accrued up to the time of termination provided for herein.

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3.3                                Other Payments and Benefits .   On the Payment Date, the Company shall pay or cause to be paid to Executive his earned but unpaid Base Salary and accrued vacation through the Termination Date.  Executive shall be entitled to receive any other payments or benefits to which he is entitled pursuant to the express terms of any plan, policy or arrangement of the Company, provided that the Severance Amount (i) shall be in lieu of any severance payments to which Executive might otherwise be entitled and (ii) shall be credited against any severance payments to which Executive may be entitled by statute.

3.4                                Death After Covered Termination .   In the event Executive dies after a Covered Termination occurs, (a) any payments due to Executive under Section 2 (Termination)  and Section 3.3 (Other Payments and Benefits) and not paid prior to Executive’s death shall be made to the person or persons who may be designated by Executive in writing or, in the event he fails to so designate, to Executive’s personal representatives, and (b) Executive’s spouse and dependents shall continue to be eligible for the welfare benefits described in Section 3.1 (Welfare Benefits).  Payments pursuant to subsection (a) above shall be made on the date payment would have been made to Executive without regard to Section 3.5 (Certain Section 409A Rules).

3.5                                Certain Section 409A Rules .

(a)                                   Specified Employee .  Notwithstanding any provision of this Agreement to the contrary, if Executive is a Specified Employee, any payment or benefit under this Agreement that constitutes deferred compensation subject to Section 409A of the Code and for which the payment event is Separation from Service shall not be made or provided for before the date that is six months after the date of Executive’s Separation from Service.  Any payment or benefit that is delayed pursuant to this Section 3.5 shall be made or provided on the first business day of the seventh month following the month in which Executive’s Separation from Service occurs.  With respect to any cash payment delayed pursuant to this Section 3.5 , the first payment shall include interest, at the Wall Street Journal Prime Rate published in the Wall Street Journal on the date of the Separation of Service (or the previous business day if such date is not a business day), for the period from the date the payment would have been made but for this Section3.5 through the date payment is made.  The provisions of this Section 3.5 shall apply only to the extent required to avoid Executive’s incurrence of any additional tax or interest under Section 409A of the Code.

(b)                                  Reimbursement and In-Kind Benefits .  Notwithstanding any provision of this Agreement to the contrary, with respect to in-kind benefits provided or expenses eligible for reimbursement under this Agreement that are subject to Section 409A of the Code, (i) the benefits provided or the amount of expenses eligible for reimbursement during any calendar year shall not affect the benefits provided or expenses eligible for reimbursement in any other calendar year, except as otherwise provided in Treas. Reg. §1.409A-3(i)(1)(iv)(B), and (ii) the reimbursement of an eligible expense shall be made as soon as practicable after Executive requests such reimbursement (subject to Section 3.5(a) ), but not later than the December 31 following the calendar year in which the expense was incurred.

(c)                                   Interpretation and Construction .  This Agreement is intended to comply with Section 409A of the Code and shall be administered, interpreted and construed in accordance therewith to avoid the imposition of additional tax under Section 409A of the Code.

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3.6                                Limitation on Payment Obligation .

(a)                                   Definitions .  For purposes of this Section 3.6 , all terms capitalized but not otherwise defined herein shall have the meanings as set forth in Section 280G of the Code.  In addition:

(i)                                      the term “ Parachute Payment ” shall mean a payment described in Section 280G(b)(2)(A) or Section 280G(b)(2)(B) of the Code (including, but not limited to, any stock option rights, stock grants, and other cash and noncash compensation amounts that are treated as payments under either such section) and not excluded under Section 280G(b)(4)(A) or Section 280G(b)(6) of the Code;

(ii)                                   the term “ Reasonable Compensation ” shall mean reasonable compensation for prior personal services as defined in Section 280G(b)(4)(B) of the Code and subject to the requirement that any such reasonable compensation must be established by clear and convincing evidence; and

(iii)                                the portion of the “Base Amount” and the amount of “Reasonable Compensation” allocable to any “Parachute Payment” shall be determined in accordance with Section 280G(b)(3) and (4) of the Code.

(b)                                  Limitation .  Notwithstanding any other provision of this Agreement, Parachute Payments to be made to or for th