Common use of Change in Control Payment and Severance Benefits Clause in Contracts

Change in Control Payment and Severance Benefits. If, during the term of this Agreement and within one year after the occurrence of a Change in Control, either (i) the Employee voluntarily resigns his employment for Good Reason, or (ii) the Company terminates the Employee’s employment for any reason other than Cause or Disability, then the Employee shall be entitled to receive a severance payment from the Company (the “Change in Control Payment”) and in addition shall be entitled to Severance Benefits in accordance with Subdivision (ii) of Section 7(a). No Change in Control payment shall be made in case of termination of employment of Employee by reason of resignation of Employee other than for Good Reason, death of Employee, or any other circumstance not specifically and expressly described in the immediately preceding sentence. The Change in Control Payment shall be in an amount determined under Section 6(d) below and shall be made in a lump sum not more than five (5) business days following the effective date of the Employee’s release as described in Section 8 below; provided, however, that if the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of his separation from service with the Company, the Change in Control Payment shall be made in a lump sum on the date that is six (6) months and one (1) day following the date of separation, provided that the Employee’s release has become effective in accordance with its terms as described in Section 8. The Change in Control Payment shall be in lieu of (i) any further payments to the Employee under Section 3, (ii) any further accrual of benefits under Sections 4 and 6 with respect to periods subsequent to the date of the employment termination and (iii) any entitlement to a Severance Payment (as defined in Subdivision (i) of Section 7(a) below). In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation. B. Sections 7(a) and 7(a)(i) of the Employment Agreement hereby are amended in their entirety to read as follows:

Change in Control Payment and Severance Benefits. If, during the term of this Agreement and within one year after the occurrence of a Change in Control, either (i) the Employee voluntarily resigns his employment for Good Reason, Reason or (ii) the Company terminates the Employee’s employment for any reason other than Cause or DisabilityDisability and (iii) such termination of employment is a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then the Employee shall be entitled to receive a severance payment from the Company (the “Change in Control Payment”) and in addition shall be entitled to Severance Benefits in accordance with Subdivision (ii) of Section 7(a7(a)(ii). No Change in Control payment Payment shall be made in case of termination of employment of the Employee by reason of resignation of the Employee other than for Good Reason, death of the Employee, or any other circumstance not specifically and expressly described in the immediately preceding sentence. The Change in Control Payment shall be in an amount determined under Section 6(d) below and shall be made in a lump sum not more than five within ninety (590) business days following the effective date of the Employee’s release as described in Section 8 belowSeparation from Service; provided, however, that (i) if such ninety (90)-day period begins in one taxable year and ends in a second taxable year, such payment shall be made in the second taxable year, (ii) if the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) at the time of his separation such Separation from service with the CompanyService, the Change in Control Payment shall be made in a lump sum on the date that is six (6) months and one (1) day following the date of separationsuch Separation from Service and (iii) in all cases, provided that such payment shall be conditioned upon the Employee’s release has become becoming effective in accordance with its terms as described in Section 8. The Change in Control Payment shall be in lieu of (i) any further payments to the Employee under Section 3, (ii) any further accrual of benefits under Sections 4 and 6 with respect to periods subsequent to the date of the employment termination and (iii) any entitlement to a Severance Payment (as defined in Subdivision (i) of Section 7(a7(a)(i) below). In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation. B. Sections 7(a), 7(a)(i) and 7(a)(i7(a)(ii) of the Employment Agreement hereby are amended in their entirety to read as follows:

Change in Control Payment and Severance Benefits. If, during the term of this Agreement and (i) within one year six (6) months after the occurrence of a Change in Control, either (i) the Employee voluntarily resigns his employment for Good Reason, or (ii) within six (6) months after the occurrence of a Change in Control, the Company terminates the Employee’s employment for any reason other than Cause reason, or Disability(iii) within the thirty (30) day period following the date that is six (6) months after the occurrence of a Change in Control, the Employee voluntarily resigns his employment for any reason, then the Employee shall be entitled to receive a severance payment from the Company (the “Change in Control Payment”) and in addition shall be entitled to Severance Benefits in accordance with Subdivision (ii) of Section 7(a7(a)(ii). No Change in Control payment shall be made in case of termination of employment of Employee by reason of resignation of Employee other than for Good Reason, death of Employee, or any other circumstance not specifically and expressly described in the immediately preceding sentence. The Change in Control Payment shall be in an amount determined under Section 6(d) below and shall be made in a lump sum not more than five (5) business days following the effective date of the Employee’s release as described in Section 8 below8; provided, however, that if the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of his separation from service with the Company, the Change in Control Payment shall be made in a lump sum on the date that is six (6) months and one (1) day following the date of separation, provided that the Employee’s release has become effective in accordance with its terms as described in Section 8. The Change in Control Payment shall be in lieu of (i) any further payments to the Employee under Section 3, (ii) any further accrual of benefits under Sections Section 4 and 6 with respect to periods subsequent to the date of the employment termination and (iii) any entitlement to a Severance Payment (as defined in Subdivision (i) of Section 7(a) below7(a)(i)). In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and but unpaid vacation. B. Sections 7(a) and 7(a)(i) of the Employment Agreement hereby are amended in their entirety to read as follows:

Change in Control Payment and Severance Benefits. If, during the term of this Agreement Term and within one year after the occurrence of a Change in Control, either (i) the Employee voluntarily resigns his Employee’s employment for Good Reason, Reason or (ii) the Company terminates the Employee’s employment for any reason other than Cause or Disability, and (iii) such termination of employment is a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then the Employee shall be entitled to receive a severance payment from the Company (the “Change in Control Payment”) and in addition shall be entitled to Severance Benefits in accordance with Subdivision (ii) of Section 7(aSubsection 7(a)(ii). No Change in Control payment Payment shall be made in case of termination of employment of Employee by reason of resignation of Employee other than for Good Reason, death of Employee, or any other circumstance not specifically and expressly described in the immediately preceding sentence. The Change in Control Payment shall be in an amount determined under Section 6(d) below and shall be made in a lump sum not more than five within ninety (590) business days following the effective date of the Employee’s release as described in Section 8 belowSeparation from Service; provided, however, that (i) if such ninety (90)-day period begins in one taxable year and ends in a second taxable year, such payment shall be made in the second taxable year, (ii) if Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) at the time of his separation such Separation from service with the CompanyService, the Change in Control Payment shall be made in a lump sum on the date that is six (6) months and one (1) day following the date of separationsuch Separation from Service and (iii) in all cases, provided that the such payment shall be conditioned upon Employee’s release has become becoming effective in accordance with its terms as described in Section 8. The Change in Control Payment shall be in lieu of be: (i) any further payments reduced by an amount equal to the Annual Target Bonus to the extent an annual bonus is due to Employee under Section 3the Company’s applicable annual bonus plan at the time of the employment termination but has not yet been paid, (ii) in lieu of any further accrual of benefits under Sections Section 4 and 6 with respect to periods subsequent to the date of the employment termination termination, and (iii) in lieu of any entitlement to a Severance Payment (as defined in Subdivision (i) of Section 7(aSubsection 7(a)(i) below). In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation. B. Sections 7(a) and 7(a)(i) of the Employment Agreement hereby are amended in their entirety to read as follows:

Change in Control Payment and Severance Benefits. If, during the term of this Agreement Term and within one year after the occurrence of a Change in Control, either (i) the Employee voluntarily resigns his Employee’s employment for Good Reason, Reason or (ii) the Company terminates the Employee’s employment for any reason other than Cause or Disability, and (iii) such termination of employment is a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then the Employee shall be entitled to receive a severance payment from the Company (the “Change in Control Payment”) and in addition shall be entitled to Severance Benefits in accordance with Subdivision (ii) of Section 7(aSubsection 7(a)(ii). No Change in Control payment Payment shall be made in case of termination of employment of Employee by reason of resignation of Employee other than for Good Reason, death of Employee, or any other circumstance not specifically and expressly described in the immediately preceding sentence. The Change in Control Payment shall be in an amount determined under Section 6(d) below and below. The Change in Control Payment shall be made in a lump sum not more than five within ninety (590) business days following the effective date of the Employee’s release as described in Section 8 belowSeparation from Service; provided, however, that (i) if such ninety (90)-day period begins in one taxable year and ends in a second taxable year, such payment shall be made in the second taxable year, (ii) if Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) at the time of his separation such Separation from service with the CompanyService, the Change in Control Payment shall be made in a lump sum on the date that is six (6) months and one (1) day following the date of separationsuch Separation from Service and (iii) in all cases, provided that the such payment shall be conditioned upon Employee’s release has become becoming effective in accordance with its terms as described in Section 8. The immediately preceding sentence and the requirement in clause (iii) of the first sentence of this Subsection 6(c) also shall be applicable to any payment, benefit or award provided pursuant to this Agreement, other than any payment, benefit or award provided under Section 7 (the terms of which shall be governed by the applicable provisions of Section 7), that is subject to Section 409A of the Code or any state law of similar effect and becomes vested or otherwise payable in connection with Employee’s termination of employment, notwithstanding anything to the contrary under the terms of any such payment, benefit or award. The Change in Control Payment shall be be: (i) in lieu of (i) any further payments to the Employee under Section 3, (ii) any further accrual of benefits under Sections Section 4 and 6 with respect to periods subsequent to the date of the employment termination termination; and (iiiii) in lieu of any entitlement to a Severance Payment (as defined in Subdivision (i) of Section 7(aSubsection 7(a)(i) below). In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation. B. Sections 7(a) and 7(a)(iC. Section 6(e) of the Employment Agreement hereby are is amended in their its entirety to read as follows:

Change in Control Payment and Severance Benefits. If, during the term of this Agreement and (i) within one year six (6) months after the occurrence of a Change in Control, either (i) the Employee voluntarily resigns his employment for Good Reason, or (ii) within six (6) months after the occurrence of a Change in Control, the Company terminates the Employee’s employment for any reason other than Cause reason, or Disability(iii) within the thirty (30) day period following the date that is six (6) months after the occurrence of a Change in Control, the Employee voluntarily resigns his employment for any reason, then the Employee shall be entitled to receive a severance payment from the Company (the “Change in Control Payment”) and in addition shall be entitled to Severance Benefits in accordance with Subdivision (ii) of Section 7(a7(a)(ii). No Change in Control payment shall be made in case of , provided that such termination of employment of Employee by reason of resignation of Employee other than for Good Reasonis a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h), death of Employeewithout regard to any alternative definition thereunder, or any other circumstance not specifically and expressly described in the immediately preceding sentencea “Separation from Service”). The Change in Control Payment shall be in an amount determined under Section 6(d) below and shall be made in a lump sum not more than five within ninety (590) business days following the effective date of the Employee’s release as described in Section 8 belowSeparation from Service; provided, however, that (i) if such ninety (90)-day period begins in one taxable year and ends in a second taxable year, such payment shall be made in the second taxable year, (ii) if the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) at the time of his separation such Separation from service with the CompanyService, the Change in Control Payment shall be made in a lump sum on the date that is six (6) months and one (1) day following the date of separationsuch Separation from Service and (iii) in all cases, provided that such payment shall be conditioned upon the Employee’s release has become becoming effective in accordance with its terms as described in Section 8. The Change in Control Payment shall be in lieu of (i) any further payments to the Employee under Section 3, (ii) any further accrual of benefits under Sections Section 4 and 6 with respect to periods subsequent to the date of the employment termination and (iii) any entitlement to a Severance Payment (as defined in Subdivision (i) of Section 7(a) below7(a)(i)). In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and but unpaid vacation. . B. Sections 7(a), 7(a)(i) and 7(a)(i7(a)(ii) of the Employment Agreement hereby are amended in their entirety to read as follows:

Change in Control Payment and Severance Benefits. If, during the term of the Employee’s employment under this Agreement and within one year after the occurrence of a Change in Control, either (i) the Employee voluntarily resigns his employment for Good Reason, Reason or (ii) the Company terminates the Employee’s employment for any reason other than Cause or DisabilityDisability and (iii) such termination of employment is a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then the Employee shall be entitled to receive a severance payment from the Company (the “Change in Control Payment”) and in addition shall be entitled to Severance Benefits in accordance with Subdivision (ii) of Section 7(a7(a)(ii). No Change in Control payment Payment shall be made in case of termination of employment of the Employee by reason of resignation of the Employee other than for Good Reason, death of the Employee, or any other circumstance not specifically and expressly described in the immediately preceding sentence. The Change in Control Payment shall be in an amount determined under Section 6(d) below and shall be made in a lump sum not more than five within ninety (590) business days following the effective date of the Employee’s release as described in Section 8 belowSeparation from Service; provided, however, that (i) if such ninety (90)-day period begins in one taxable year and ends in a second taxable year, such payment shall be made in the second taxable year, (ii) if the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) at the time of his separation such Separation from service with the CompanyService, the Change in Control Payment shall be made in a lump sum on during the date that is six seventh (67th) months and one (1) day month following the date of separationsuch Separation from Service and (iii) in all cases, provided that such payment shall be conditioned upon the Employee’s release has become becoming effective in accordance with its terms as described in Section 8. The Change in Control Payment shall be in lieu of (i) any further payments reduced by an amount equal to the Annual Target Bonus to the extent an annual bonus is due to the Employee under Section 3the Company’s applicable annual bonus plan at the time of the employment termination but has not yet been paid, (ii) in lieu of any further accrual of benefits under Sections Section 4 and 6 with respect to periods subsequent to the date of the employment termination and (iii) in lieu of any entitlement to a Severance Payment (as defined in Subdivision (i) of Section 7(a7(a)(i) below). In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation. B. Sections 7(a), 7(a)(i) and 7(a)(i7(a)(ii) of the Employment Agreement hereby are amended in their entirety to read as follows:

Change in Control Payment and Severance Benefits. If, during the term of the Employee’s employment under this Agreement and within one year after the occurrence of a Change in Control, either (i) the Employee voluntarily resigns his employment for Good Reason, or (ii) the Company terminates the Employee’s employment for any reason other than Cause or DisabilityDisability and such termination of employment is a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)), then the Employee shall be entitled to receive a severance payment from the Company (the “Change in Control Payment”) and in addition shall be entitled to Severance Benefits in accordance with Subdivision (ii) of Section 7(aSubsection 7(a)(ii). No Change in Control payment Payment shall be made in case of termination of employment of Employee by reason of resignation of Employee other than for Good Reason, death of Employee, or any other circumstance not specifically and expressly described in the immediately preceding sentence. The Change in Control Payment shall be in an amount determined under Section 6(d) below and shall be made in a lump sum not more than five (5) business days following the effective date of the Employee’s release as described in Section 8 below; provided, however, that if the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) at the time of his separation from service with the Company, the Change in Control Payment shall be made in a lump sum on during the date that is six seventh (67) months and one (1) day month following the date of separation, provided that the Employee’s release has become effective in accordance with its terms as described in Section 8. The Change in Control Payment shall be in lieu of (i) any further payments reduced by an amount equal to the Annual Target Bonus to the extent an annual bonus is due to the Employee under Section 3the Company’s applicable annual bonus plan at the time of the employment termination but has not yet been paid, (ii) in lieu of any further accrual of benefits under Sections Section 4 and 6 with respect to periods subsequent to the date of the employment termination and (iii) in lieu of any entitlement to a Severance Payment (as defined in Subdivision (i) of Section 7(aSubsection 7(a)(i) below). In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation. B. Sections 7(a) and 7(a)(i) of the Employment Agreement hereby are amended in their entirety to read as follows:

Change in Control Payment and Severance Benefits. If, during the term of the Employee’s employment under this Agreement and within one (1) year after the occurrence of a Change in Control, either (i) the Employee voluntarily resigns his employment for Good Reason, Reason or (ii) the Company terminates the Employee’s employment for any reason other than Cause or DisabilityDisability and (iii) such termination of employment is a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then the Employee shall be entitled to receive a severance payment from the Company (the “Change in Control Payment”) and in addition shall be entitled to Severance Benefits in accordance with Subdivision (ii) of Section 7(a7(a)(ii). No Change in Control payment Payment shall be made in case of termination of employment of the Employee for Cause or by reason of resignation of the Employee other than for Good Reason, or due to the death of the Employee, or in any other circumstance not specifically and expressly described in the immediately preceding sentence. The Change in Control Payment shall be in an amount determined under Section 6(d) below and shall be made in a lump sum not more than five within ninety (590) business days following the effective date of the Employee’s release as described in Section 8 belowSeparation from Service; provided, however, that (i) if such ninety (90)-day period begins in one taxable year and ends in a second taxable year, such payment shall be made in the second taxable year, (ii) if the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) at the time of his separation such Separation from service with the CompanyService, the Change in Control Payment shall be made in a lump sum on the date that is six (6) months and one (1) day following the date of separationsuch Separation from Service and (iii) in all cases, provided that such payment shall be conditioned upon the Employee’s release has become becoming effective in accordance with its terms as described in Section 8. The Change in Control Payment shall be in lieu of (i) any further payments to the Employee under Section 3, (ii) any further accrual of benefits under Sections 4 and 6 with respect to periods subsequent to the date of the employment termination and (iii) any entitlement to a Severance Payment (as defined in Subdivision (i) of Section 7(a) below). In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation. B. Sections 7(a), 7(a)(i) and 7(a)(i7(a)(ii) of the Employment Agreement hereby are amended in their entirety to read as follows:

Change in Control Payment and Severance Benefits. If, during the term of this Agreement Term and within one year after the occurrence of a Change in Control, either (i) the Employee voluntarily resigns his Employee’s employment for Good Reason, Reason or (ii) the Company terminates the Employee’s employment for any reason other than Cause or Disability, and (iii) such termination of employment is a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then the Employee shall be entitled to receive a severance payment from the Company (the “Change in Control Payment”) and in addition shall be entitled to Severance Benefits in accordance with Subdivision (ii) of Section 7(aSubsection 7(a)(ii). No Change in Control payment Payment shall be made in case of termination of employment of Employee by reason of resignation of Employee other than for Good Reason, death of Employee, or any other circumstance not specifically and expressly described in the immediately preceding sentence. The Change in Control Payment shall be in an amount determined under Section 6(d) below and shall be made in a lump sum not more than five within ninety (590) business days following the effective date of the Employee’s release as described in Section 8 belowSeparation from Service; provided, however, that (i) if such ninety (90)-day period begins in one taxable year and ends in a second taxable year, such payment shall be made in the second taxable year, (ii) if Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) at the time of his separation such Separation from service with the CompanyService, the Change in Control Payment shall be made in a lump sum on the date that is six (6) months and one (1) day following the date of separationsuch Separation from Service and (iii) in all cases, provided that the such payment shall be conditioned upon Employee’s release has become becoming effective in accordance with its terms as described in Section 8. The Change in Control Payment shall be be: (i) in lieu of (i) any further payments to the Employee under Section 3, (ii) any further accrual of benefits under Sections Section 4 and 6 with respect to periods subsequent to the date of the employment termination termination, and (iiiii) in lieu of any entitlement to a Severance Payment (as defined in Subdivision (i) of Section 7(aSubsection 7(a)(i) below). In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation. B. Sections 7(a) and 7(a)(i) of the Employment Agreement hereby are amended in their entirety to read as follows:

Change in Control Payment and Severance Benefits. If, during the term of the Employee’s employment under this Agreement and within one (1) year after the occurrence of a Change in Control, either (i) the Employee voluntarily resigns his employment for Good Reason, or (ii) the Company terminates the Employee’s employment for any reason other than Cause or Disability, then the Employee shall be entitled to receive a severance payment from the Company (the “Change in Control Payment”) and in addition shall be entitled to Severance Benefits in accordance with Subdivision (ii) of Section 7(a). No Change in Control payment shall be made in case of termination of employment of the Employee for Cause or by reason of resignation of the Employee other than for Good Reason, or due to the death of Employee, or in any other circumstance not specifically and expressly described in the immediately preceding sentence. The Change in Control Payment shall be in an amount determined under Section 6(d) below and shall be made in a lump sum not more than five (5) business days following the effective date of the Employee’s release as described in Section 8 below; provided, however, that if the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of his separation from service with the Company, the Change in Control Payment shall be made in a lump sum on the date that is six (6) months and one (1) day following the date of separation, provided that the Employee’s release has become effective in accordance with its terms as described in Section 8. The Change in Control Payment shall be in lieu of (i) any further payments to the Employee under Section 3, (ii) any further accrual of benefits under Sections 4 and 6 with respect to periods subsequent to the date of the employment termination and (iii) any entitlement to a Severance Payment (as defined in Subdivision (i) of Section 7(a) below). In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation. B. Sections 7(a) and 7(a)(i) of the Employment Agreement hereby are amended in their entirety to read as follows:

Change in Control Payment and Severance Benefits. If, during the term of the Employee’s employment under this Agreement and within one year after the occurrence of a Change in Control, either (i) the Employee voluntarily resigns his her employment for Good Reason, or (ii) the Company terminates the Employee’s employment for any reason other than Cause or DisabilityDisability and such termination of employment is a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)), then the Employee shall be entitled to receive a severance payment from the Company (the “Change in Control Payment”) and in addition shall be entitled to Severance Benefits in accordance with Subdivision (ii) of Section 7(aSubsection 7(a)(ii). No Change in Control payment Payment shall be made in case of termination of employment of Employee by reason of resignation of Employee other than for Good Reason, death of Employee, or any other circumstance not specifically and expressly described in the immediately preceding sentence. The Change in Control Payment shall be in an amount determined under Section 6(d) below and shall be made in a lump sum not more than five (5) business days following the effective date of the Employee’s release as described in Section 8 below; provided, however, that if the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) at the time of his her separation from service with the Company, the Change in Control Payment shall be made in a lump sum on the date that is six (6) months and one (1) day following the date of separation, provided that the Employee’s release has become effective in accordance with its terms as described in Section 8. The Change in Control Payment shall be in lieu of (i) any further payments reduced by an amount equal to the Annual Target Bonus to the extent an annual bonus is due to the Employee under Section 3the Company’s applicable annual bonus plan at the time of the employment termination but has not yet been paid, (ii) in lieu of any further accrual of benefits under Sections Section 4 and 6 with respect to periods subsequent to the date of the employment termination and (iii) in lieu of any entitlement to a Severance Payment (as defined in Subdivision (i) of Section 7(aSubsection 7(a)(i) below). In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation. B. Sections 7(a) and 7(a)(i) of the Employment Agreement hereby are amended in their entirety to read as follows:

Change in Control Payment and Severance Benefits. If, during the term of the Employee’s employment under this Agreement and within one year after the occurrence of a Change in Control, either (i) the Employee voluntarily resigns his her employment for Good Reason, Reason or (ii) the Company terminates the Employee’s employment for any reason other than Cause or DisabilityDisability and (iii) such termination of employment is a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then the Employee shall be entitled to receive a severance payment from the Company (the “Change in Control Payment”) and in addition shall be entitled to Severance Benefits in accordance with Subdivision (ii) of Section 7(a7(a)(ii). No Change in Control payment Payment shall be made in case of termination of employment of the Employee by reason of resignation of the Employee other than for Good Reason, death of the Employee, or any other circumstance not specifically and expressly described in the immediately preceding sentence. The Change in Control Payment shall be in an amount determined under Section 6(d) below and shall be made in a lump sum not more than five within ninety (590) business days following the effective date of the Employee’s release as described in Section 8 belowSeparation from Service; provided, however, that (i) if such ninety (90)-day period begins in one taxable year and ends in a second taxable year, such payment shall be made in the second taxable year, (ii) if the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) at the time of his separation such Separation from service with the CompanyService, the Change in Control Payment shall be made in a lump sum on the date that is six (6) months and one (1) day following the date of separationsuch Separation from Service and (iii) in all cases, provided that such payment shall be conditioned upon the Employee’s release has become becoming effective in accordance with its terms as described in Section 8. The Change in Control Payment shall be in lieu of (i) any further payments reduced by an amount equal to the Annual Target Bonus to the extent an annual bonus is due to the Employee under Section 3the Company’s applicable annual bonus plan at the time of the employment termination but has not yet been paid, (ii) in lieu of any further accrual of benefits under Sections Section 4 and 6 with respect to periods subsequent to the date of the employment termination and (iii) in lieu of any entitlement to a Severance Payment (as defined in Subdivision (i) of Section 7(a7(a)(i) below). In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation. B. Sections 7(a), 7(a)(i) and 7(a)(i7(a)(ii) of the Employment Agreement hereby are amended in their entirety to read as follows:

Change in Control Payment and Severance Benefits. If, during the term of the Employee’s employment under this Agreement and within one year after the occurrence of a Change in Control, either (i) the Employee voluntarily resigns his employment for Good Reason, Reason or (ii) the Company terminates the Employee’s employment for any reason other than Cause or DisabilityDisability and (iii) such termination of employment is a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then the Employee shall be entitled to receive a severance payment from the Company (the “Change in Control Payment”) and in addition shall be entitled to Severance Benefits in accordance with Subdivision (ii) of Section 7(a7(a)(ii). No Change in Control payment Payment shall be made in case of termination of employment of the Employee by reason of resignation of the Employee other than for Good Reason, death of the Employee, or any other circumstance not specifically and expressly described in the immediately preceding sentence. The Change in Control Payment shall be in an amount determined under Section 6(d) below and below. The Change in Control Payment shall be made in a lump sum not more than five within ninety (590) business days following the effective date of the Employee’s release as described in Section 8 belowSeparation from Service; provided, however, that (i) if such ninety (90)-day period begins in one taxable year and ends in a second taxable year, such payment shall be made in the second taxable year, (ii) if the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) at the time of his separation such Separation from service with the CompanyService, the Change in Control Payment shall be made in a lump sum on the date that is six (6) months and one (1) day following the date of separationsuch Separation from Service and (iii) in all cases, provided that such payment shall be conditioned upon the Employee’s release has become becoming effective in accordance with its terms as described in Section 8. The immediately preceding sentence and the requirement in clause (iii) of the first sentence of this Section 6(c) also shall be applicable to any payment, benefit or award provided pursuant to this Agreement, other than any payment, benefit or award provided under Section 7 (the terms of which shall be governed by the applicable provisions of Section 7), that is subject to Section 409A of the Code or any state law of similar effect and becomes vested or otherwise payable in connection with Employee’s termination of employment, notwithstanding anything to the contrary under the terms of any such payment, benefit or award. The Change in Control Payment shall be in lieu of (i) any further payments reduced by an amount equal to the Annual Target Bonus to the extent an annual bonus is due to the Employee under Section 3the Company’s applicable annual bonus plan at the time of the employment termination but has not yet been paid, (ii) in lieu of any further accrual of benefits under Sections 4 and 6 with respect to periods subsequent to the date of the employment termination and (iii) in lieu of any entitlement to a Severance Payment (as defined in Subdivision (i) of Section 7(a7(a)(i) below). In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation. B. Sections 7(a) and 7(a)(iC. Section 6(e) of the Employment Agreement hereby are is amended in their its entirety to read as follows:

Change in Control Payment and Severance Benefits. If, during the term of this Agreement Term and within one year after the occurrence of a Change in Control, either (i) the Employee voluntarily resigns his Employee’s employment for Good Reason, Reason or (ii) the Company terminates the Employee’s employment for any reason other than Cause or Disability, and (iii) such termination of employment is a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then the Employee shall be entitled to receive a severance payment from the Company (the “Change in Control Payment”) and in addition shall be entitled to Severance Benefits in accordance with Subdivision (ii) of Section 7(aSubsection 7(a)(ii). No Change in Control payment Payment shall be made in case of termination of employment of Employee by reason of resignation of Employee other than for Good Reason, death of Employee, or any other circumstance not specifically and expressly described in the immediately preceding sentence. The Change in Control Payment shall be in an amount determined under Section 6(d) below and below. The Change in Control Payment shall be made in a lump sum not more than five within ninety (590) business days following the effective date of the Employee’s release as described in Section 8 belowSeparation from Service; provided, however, that (i) if such ninety (90)-day period begins in one taxable year and ends in a second taxable year, such payment shall be made in the second taxable year, (ii) if Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) at the time of his separation such Separation from service with the CompanyService, the Change in Control Payment shall be made in a lump sum on the date that is six (6) months and one (1) day following the date of separationsuch Separation from Service and (iii) in all cases, provided that the such payment shall be conditioned upon Employee’s release has become becoming effective in accordance with its terms as described in Section 8. The immediately preceding sentence and the requirement in clause (iii) of the first sentence of this Subsection 6(c) also shall be applicable to any payment, benefit or award provided pursuant to this Agreement, other than any payment, benefit or award provided under Section 7 (the terms of which shall be governed by the applicable provisions of Section 7), that is subject to Section 409A of the Code or any state law of similar effect and becomes vested or otherwise payable in connection with Employee’s termination of employment, notwithstanding anything to the contrary under the terms of any such payment, benefit or award. The Change in Control Payment shall be be: (i) in lieu of (i) any further payments to the Employee under Section 3, (ii) any further accrual of benefits under Sections Section 4 and 6 with respect to periods subsequent to the date of the employment termination termination; and (iiiii) in lieu of any entitlement to a Severance Payment (as defined in Subdivision (i) of Section 7(aSubsection 7(a)(i) below). In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation. B. Sections 7(a) and 7(a)(i) of the Employment Agreement hereby are amended in their entirety to read as follows:

Change in Control Payment and Severance Benefits. If, during the term of the Employee’s employment under this Agreement and within one year after the occurrence of a Change in Control, either (i) the Employee voluntarily resigns his employment for Good Reason, Reason or (ii) the Company terminates the Employee’s employment for any reason other than Cause or DisabilityDisability and (iii) such termination of employment is a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then the Employee shall be entitled to receive a severance payment from the Company (the “Change in Control Payment”) and in addition shall be entitled to Severance Benefits in accordance with Subdivision (ii) of Section 7(a7(a)(ii). No Change in Control payment Payment shall be made in case of termination of employment of the Employee by reason of resignation of the Employee other than for Good Reason, death of the Employee, or any other circumstance not specifically and expressly described in the immediately preceding sentence. The Change in Control Payment shall be in an amount determined under Section 6(d) below and shall be made in a lump sum not more than five within ninety (590) business days following the effective date of the Employee’s release as described in Section 8 belowSeparation from Service; provided, however, that (i) if such ninety (90)-day period begins in one taxable year and ends in a second taxable year, such payment shall be made in the second taxable year, (ii) if the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) at the time of his separation such Separation from service with the CompanyService, the Change in Control Payment shall be made in a lump sum on the date that is six (6) months and one (1) day following the date of separationsuch Separation from Service and (iii) in all cases, provided that such payment shall be conditioned upon the Employee’s release has become becoming effective in accordance with its terms as described in Section 8. The Change in Control Payment shall be in lieu of (i) any further payments reduced by an amount equal to the Annual Target Bonus to the extent an annual bonus is due to the Employee under Section 3the Company’s applicable annual bonus plan at the time of the employment termination but has not yet been paid, (ii) in lieu of any further accrual of benefits under Sections 4 and 6 with respect to periods subsequent to the date of the employment termination and (iii) in lieu of any entitlement to a Severance Payment (as defined in Subdivision (i) of Section 7(a7(a)(i) below). In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation. B. Sections 7(a) and Section 7(a)(i) of the Employment Agreement hereby are is amended in their its entirety to read as follows: (i) The Company shall pay an amount (“Severance Payment”) in a lump sum equal to one hundred percent (100%) of the Employee’s Base Compensation as in effect on the date of employment termination. The Severance Payment shall be paid within ninety (90) days following the Employee’s Separation from Service; provided, however, that (i) if such ninety (90)-day period begins in one taxable year and ends in a second taxable year, such payment shall be made in the second taxable year, (ii) if the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such Separation from Service, the Severance Payment shall be made in a lump sum on the date that is six (6) months and one (1) day following the date of such Separation from Service and (iii) in all cases, such payment shall be conditioned upon the Employee’s release becoming effective in accordance with its terms as described in Section 8. In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation. Except as amended as provided above, the Employment Agreement shall remain in full force and effect.

Change in Control Payment and Severance Benefits. If, during the term of this Agreement and within one year after the occurrence of a Change in Control, either (i) the Employee voluntarily resigns his employment for Good Reason, Reason or (ii) the Company terminates the Employee’s employment for any reason other than Cause or DisabilityDisability and (iii) such termination of employment is a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then the Employee shall be entitled to receive a severance payment from the Company (the “Change in Control Payment”) and in addition shall be entitled to Severance Benefits in accordance with Subdivision (ii) of Section 7(a7(a)(ii). No Change in Control payment Payment shall be made in case of termination of employment of the Employee by reason of resignation of the Employee other than for Good Reason, death of the Employee, or any other circumstance not specifically and expressly described in the immediately preceding sentence. The Change in Control Payment shall be in an amount determined under Section 6(d) below and shall be made in a lump sum not more than five within ninety (590) business days following the effective date of the Employee’s release as described in Section 8 belowSeparation from Service; provided, however, that (i) if such ninety (90)-day period begins in one taxable year and ends in a second taxable year, such payment shall be made in the second taxable year, (ii) if the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) at the time of his separation such Separation from service with the CompanyService, the Change in Control Payment shall be made in a lump sum on the date that is six (6) months and one (1) day following the date of separationsuch Separation from Service and (iii) in all cases, provided that such payment shall be conditioned upon the Employee’s release has become becoming effective in accordance with its terms as described in Section 8. The Change in Control Payment shall be in lieu of (i) any further payments to the Employee under Section 3, (ii) any further accrual of benefits under Sections 4 and 6 with respect to periods subsequent to the date of the employment termination and (iii) any entitlement to a Severance Payment (as defined in Subdivision (i) of Section 7(a7(a)(i) below). In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation. . B. Sections 7(a), 7(a)(i) and 7(a)(i7(a)(ii) of the Employment Agreement hereby are amended in their entirety to read as follows:

Change in Control Payment and Severance Benefits. If, during the term of the Employee’s employment under this Agreement and within one year after the occurrence of a Change in Control, either (i) the Employee voluntarily resigns his employment for Good Reason, Reason or (ii) the Company terminates the Employee’s employment for any reason other than Cause or DisabilityDisability and (iii) such termination of employment is a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then the Employee shall be entitled to receive a severance payment from the Company (the “Change in Control Payment”) and in addition shall be entitled to Severance Benefits in accordance with Subdivision (ii) of Section 7(aSubsection 7(a)(ii). No Change in Control payment Payment shall be made in case of termination of employment of Employee by reason of resignation of Employee other than for Good Reason, death of Employee, or any other circumstance not specifically and expressly described in the immediately preceding sentence. The Change in Control Payment shall be in an amount determined under Section 6(d) below and shall be made in a lump sum not more than five (5) business days following the effective date of the Employee’s release as described in Section 8 below; provided, however, that if the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) at the time of his separation from service with the Company, the Change in Control Payment shall be made in a lump sum on the date that is six (6) months and one (1) day following the date of separation, provided that the Employee’s release has become effective in accordance with its terms as described in Section 8. The Change in Control Payment shall be in lieu of (i) any further payments reduced by an amount equal to the Annual Target Bonus to the extent an annual bonus is due to the Employee under Section 3the Company’s applicable annual bonus plan at the time of the employment termination but has not yet been paid, (ii) in lieu of any further accrual of benefits under Sections 4 and 6 with respect to periods subsequent to the date of the employment termination and (iii) in lieu of any entitlement to a Severance Payment (as defined in Subdivision (i) of Section 7(aSubsection 7(a)(i) below). In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation. B. Sections 7(a) and 7(a)(i) of the Employment Agreement hereby are amended in their entirety to read as follows:

Change in Control Payment and Severance Benefits. If, during the term of the Employee’s employment under this Agreement and within one year after the occurrence of a Change in Control, either (i) the Employee voluntarily resigns his her employment for Good Reason, Reason or (ii) the Company terminates the Employee’s employment for any reason other than Cause or DisabilityDisability and (iii) such termination of employment is a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then the Employee shall be entitled to receive a severance payment from the Company (the “Change in Control Payment”) and in addition shall be entitled to Severance Benefits in accordance with Subdivision (ii) of Section 7(a7(a)(ii). No Change in Control payment Payment shall be made in case of termination of employment of the Employee by reason of resignation of the Employee other than for Good Reason, death of the Employee, or any other circumstance not specifically and expressly described in the immediately preceding sentence. The Change in Control Payment shall be in an amount determined under Section 6(d) below and below. The Change in Control Payment shall be made in a lump sum not more than five within ninety (590) business days following the effective date of the Employee’s release as described in Section 8 belowSeparation from Service; provided, however, that (i) if such ninety (90)-day period begins in one taxable year and ends in a second taxable year, such payment shall be made in the second taxable year, (ii) if the Employee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) at the time of his separation such Separation from service with the CompanyService, the Change in Control Payment shall be made in a lump sum on the date that is six (6) months and one (1) day following the date of separationsuch Separation from Service and (iii) in all cases, provided that such payment shall be conditioned upon the Employee’s release has become becoming effective in accordance with its terms as described in Section 8. The immediately preceding sentence and the requirement in clause (iii) of the first sentence of this Section 6(c) also shall be applicable to any payment, benefit or award provided pursuant to this Agreement, other than any payment, benefit or award provided under Section 7 (the terms of which shall be governed by the applicable provisions of Section 7), that is subject to Section 409A of the Code or any state law of similar effect and becomes vested or otherwise payable in connection with Employee’s termination of employment, notwithstanding anything to the contrary under the terms of any such payment, benefit or award. The Change in Control Payment shall be in lieu of (i) any further payments reduced by an amount equal to the Annual Target Bonus to the extent an annual bonus is due to the Employee under Section 3the Company’s applicable annual bonus plan at the time of the employment termination but has not yet been paid, (ii) in lieu of any further accrual of benefits under Sections Section 4 and 6 with respect to periods subsequent to the date of the employment termination and (iii) in lieu of any entitlement to a Severance Payment (as defined in Subdivision (i) of Section 7(a7(a)(i) below). In addition, at the time of the employment termination, the Company shall pay to the Employee all accrued and unpaid vacation. B. Sections 7(a) and 7(a)(iC. Section 6(e) of the Employment Agreement hereby are is amended in their its entirety to read as follows: