Common use of Change of Control Clause in Contracts

Change of Control. (a) Upon a Change of Control (as defined below), the Executive may terminate the Term upon notice to the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:

Change of Control. (a) Upon If a Change of Control occurs (as defined below)i) the Corporation shall immediately deliver to the Trustee, with a copy to each Participant or Beneficiary, a written notice to that effect authorized by the Committee and signed by two officers of the Corporation, or (ii) a Participant or Beneficiary, may, with a copy to the Corporation, notify the Trustee in writing to that effect. The Trustee may conclusively rely on any such notification from the Corporation. If the Trustee receives such notification from a Participant or Beneficiary and not from the Corporation, the Executive may terminate Trustee shall immediately notify the Term upon notice Corporation and the Board thereof. If the Corporation does not within fifteen (15) business days after receipt of such notification from the Trustee deliver to the CompanyTrustee written objection thereto, effective a Change of Control shall be deemed to have occurred for purposes of this Agreement; if the Trustee timely receives such written objection from the Corporation, the Trustee shall forthwith, in its sole discretion, determine whether a Change of Control has occurred, and if the Trustee determines that a Change of Control has occurred, a Change of Control shall be deemed to have occurred for purposes of this Agreement; and during the period in which the Trustee is determining whether a Change of Control has occurred, the Trustee shall administer this Agreement as set forth though a Change of Control had occurred, except that the Trustee shall make no payments to Participants and Beneficiaries from the Trust other than as provided in Section 5(c) of this Agreement. The determination of the Trustee upon any such notice if at any timeobjection shall be final and binding for purposes of this Agreement. In making such determination, within twenty-four (24) months following the date Trustee may in its sole discretion consult with independent legal counsel and shall incur no liability for acting or refraining from acting in accordance with the advice of such counsel. Except as otherwise provided in this Section 4, the Trustee shall have no independent obligation to make a determination as to the occurrence of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:

Change of Control. In the event (ax) Upon a Change of Control (as defined in the Program) occurs and (y) within two years after consummation of the Change of Control, the Grantee’s employment with the Company is terminated either by the Company without Cause or by the Grantee for Good Reason (as defined below), then the Executive may terminate Award shall vest in full upon such termination of employment. For this purpose, “Good Reason” means (X) if the Term upon notice to Grantee is employed under a written employment agreement with the CompanyCompany or an Affiliate which includes a definition of “good reason”, effective as set forth the definition of “good reason” in such notice that agreement, or (Y) if at the Grantee is not employed under a written employment agreement with the Company or an Affiliate which includes a definition of “good reason”, “Good Reason” means the occurrence of any time, of the following within twenty-four (24) months following two years after the date occurrence of a Change of Control, unless done with the prior written consent of the Grantee, where notice of termination is provided as described below: (I)(A) the assignment to the Grantee of any other event constituting duties inconsistent in any material adverse respect with his or her position, duties, authority or responsibilities, or (B) a material diminution of the Grantee’s duties, authority or responsibilities in effect immediately before the Change of Control; (II) a material reduction in the Grantee’s annual base salary or target annual bonus; or (III) the Company’s requiring the Grantee’s primary office to be more than 50 miles from its then current location but only if the new office is also more than 50 miles from the Grantee’s principal residence; provided that the Grantee must provide written notice of his or her intention to terminate employment for Good Reason hereunder continues to the Company within 60 days of having actual knowledge of the events giving rise to such Good Reason, which sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination for Good Reason, the Company shall have 30 days from its receipt of such notice to remedy the condition, in which case Good Reason shall no longer exist with regard to such condition, and any date of termination for Good Reason shall not be more than ten (10) 180 days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an Good Reason event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Eventoccurs. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:

Change of Control. (a) Upon a Change of Control (as defined below)Notwithstanding any other provision contained herein, the Executive may terminate the Term upon notice to Employee's Initial Options and other options issued under the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall 's share option plans that are not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event.then (b) Upon If (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any employment of the Company's principal stockholdersEmployee is terminated by the Company (or any successor thereto) which contemplates a transaction, without Serious Cause or (ii) the commencement Employee terminates employment with the Company (or successor thereto) for Good Reason, in each case within the period commencing on the date that a Change of any tender or exchange offer or similar transaction for or involving Control is formally proposed to the Company's securitiesBoard of Directors and ending on the first anniversary of the date on which such Change of Control occurs, whichthen the Employee shall be entitled to receive (in lieu of the benefits described in Section 11): (1) any accrued but unpaid salary, in (2) a lump sum payment equal to two times such Employee's annual base salary as of the case date of termination, (3) any accrued but unpaid bonus from a prior fiscal year, (4) reimbursement of business expenses incurred prior to the date of termination, (5) travel and housing allowances under Section 9 for one year following the date of termination, (6) reasonable relocation expenses from Bermuda to the United States, together with (7) a gross up of any transaction excise taxes payable by the Employee by reason of such payments occurring in connection with a Change of Control. The Employee shall not be entitled to any benefits or other entitlements under this section unless a Change of Control actually occurs. (c) A "Change of Control" of the type Company shall be deemed to have occurred if, following consummation of the IPO (i) any "person" as such term is defined in Section 3(a)(9) and as used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), excluding the Company or any of its subsidiaries, a trustee or any fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, an underwriter temporarily holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly, by shareholders of the Company in substantially the same proportion as their ownership of the Company, is or becomes the "beneficial owner" (as defined in rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company's then outstanding securities ("Voting Securities"); (ii) during any period of not more than two years, individuals who constitute the Board of Directors of the Company (the "Board") as of the beginning of the period and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described by in clause (i) or (ii)iii) of this sentence) whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at such time or whose election or nomination for election was previously so approved, if consummatedcease for any reason to constitute a majority thereof; (iii) the shareholders of the Company approve a merger, could consolidation or reorganization or a court of competent jurisdiction approves a scheme of arrangement of the Company, other than a merger, consolidation, reorganization or scheme of arrangement which would result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit Voting Securities of the contemplated transaction with respect Company outstanding immediately prior thereto continuing to all restricted stock, stock option and performance share awards then held represent (either by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in remaining outstanding or by being converted into Voting Securities of the event surviving entity) at least 40% of the transaction contemplated by combined voting power of the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to Voting Securities of the vesting schedules in effect at the time of execution of such definitive agreement.Company or such (cd) For purposes The provisions of this Agreement, Section 12 shall only apply following the term "Change consummation of Control" shall mean the happening of any of the following:an IPO.

Change of Control. (a) Upon For purposes of this Agreement, a "Change of Control Control", is defined as either (i) an event in which individuals who constitute Employer's board of directors as defined below)of the effective date of this Agreement (the "Incumbent Board") cease for any reason not to constitute at least a majority of Employer's board of directors; provided, the Executive may terminate the Term upon notice however, that any individual becoming a director subsequent to the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following the date of this Agreement whose election, or nomination for election by Employer's stockholders, was approved by a Change vote of Controlat least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the Company. The failure election or removal of Executive to exercise his rights hereunder following an event constituting a Change directors or other actual or threatened solicitation of Control shall not preclude Executive from exercising such rights following the occurrence proxies or consents by or on behalf of a subsequent Change person other than Employer's board of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, directors; or (ii) the commencement Employee's loss of any tender or exchange offer material reduction in compensation, or similar transaction managerial scope and control of Employer; provided, however, that a termination of Employee pursuant to Sections 3(D), 6 or 7 of this Agreement shall not be considered a "Change in Control" for or involving the Company's securities, which, in the case purposes of any transaction of the type described by clause clauses (i) or (ii) of this Section 3(C), if consummated, could result in . In the event of a Change of ControlControl as defined in (i) above, notwithstanding any vesting provisions, all restricted stockstock options granted to Employee shall immediately vest, and additional stock option and performance share awards made options (with an exercise price equal to the Executive shall become automatically fully vested and exercisable in order to provide prevailing market price of Employer's stock on the Executive with a reasonable time period to enable the Executive to obtain the economic benefit effective date of the contemplated transaction change of control, and with respect an expiration date that is ten years from the effective date of the change of control) equal to all restricted stock, stock option 2% of Employer's then outstanding shares shall be immediately granted to Employee and performance share awards then held by him. Such restricted shall begin vesting on a schedule substantially similar to that applied to stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in granted to other employees of Employer. In the event of a Change of Control as defined in (ii) above, notwithstanding any vesting provisions, all stock options granted to Employee shall immediately vest, additional stock options (with an exercise price equal to the transaction contemplated prevailing market price of Employer's stock on the effective date of the change of control, and with an expiration date that is ten years from the effective date of the change of control) equal to 2% of Employer's then outstanding shares shall be immediately granted to Employee and be fully vested, and Employer shall immediately pay to Employee cash compensation equal to the greater of (a) Employee's Base Salary multiplied by three (3); or (b) Employee's Base Salary multiplied by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time number of execution years (including fractions of such definitive agreement. (ca year) For purposes of remaining under this Agreement, the term "Change of Control" shall mean the happening of any of the following:.

Change of Control. (a) Upon If, following the Effective Date, a Change of Control (as defined below), the Executive may terminate the Term upon notice to the Company, effective as set forth in such notice if at any timeoccurs and, within twenty-four twelve (2412) months following the date consummation of a such Change of Control, the Executive terminates his employment “for cause” (as defined in Section 6.2(a)) or his employment is terminated for any other event constituting Good Reason hereunder continues reason (other than by the Company “for more than ten cause” under Section 6.1 or a non-renewal by the Company under Section 6.3), then the Company (10or its successor if applicable) days after shall pay and provide to Executive the Executive delivers Severance Package commencing from the date of delivery of notice thereof of termination, subject to the Company. The failure of Executive conditions and limitations applicable to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control EventSeverance Package set forth in Section 6.2(b). (b) Upon The Company shall pay and deliver to Executive all accrued base salary (inot including any Bonus or AIP awards), accrued vacation pay or other Paid Time Off, expenses, benefits, and vested stock options, through and upon the effective date of termination under this Section 6.5, irrespective of whether Executive signs and/or delivers the Severance Agreement. Within sixty (60) days following the execution effective date of termination, the Board or Compensation Committee shall evaluate whether the Executive is entitled to receive a definitive agreement (including, without limitation, any "lock-up" Bonus or voting agreement with any of AIP award for the Company's principal stockholders) which contemplates a transaction, or (ii) partial year served by the commencement of any tender or exchange offer or similar transaction Executive based on the performance criteria provided for or involving the Company's securities, which, in the case of any transaction of applicable Bonus or AIP program, and shall exercise its reasonable discretion in applying such performance criteria to the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted Executive’s partial year performance. Restricted stock, stock option and performance share awards made to the Executive shall become automatically fully options or other equity grants which have not vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred date of termination shall continue to above vest through the period that severance is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreementpaid. (c) For purposes of this Employment Agreement, the term "“Change of Control" ” shall mean the happening occurrence of any of the following:following events: (i) any sale or exchange of the capital stock of the Company in one transaction or a series of related transactions where more than fifty percent (50%) of the outstanding voting power of the Company is acquired by a person or entity or group of related persons or entities that was not the holder of at least fifty percent (50%) of the outstanding voting securities of the Company on the Effective Date, provided, however, that the sale of securities by the Company to bona fide investors in one transaction or series of related transactions intended primarily to raise capital for the Company shall not be deemed a Change of Control hereunder; (ii) any reorganization, consolidation or merger of the Company where the outstanding voting securities of the Company immediately before the transaction represent or are converted into less than fifty percent (50%) of the outstanding voting power of the surviving entity (or its parent corporation) immediately after the transaction; (iii) the consummation of a transaction or series of related transactions that results in the sale of all or substantially all of the assets of the Company to a non-affiliate of the Company; or (iv) the change in membership of more than fifty percent (50%) of the directors of the Company in a one year period, not counting the election or appointment of new directors whose nomination for election or appointment to the Board is recommended or approved by a majority vote of the Board.

Change of Control. (a) Upon If Executive is terminated without Cause, a Termination Date occurs on a June 30 due to non-renewal by the Company of the term of this Agreement under Section 2.1, or Executive terminates his employment for Good Reason, in each such case during the one year period following a Change of Control (as defined below), then in addition to payments and benefits to which Executive is entitled under Section 4.6, Executive also shall receive reimbursement for reasonable (in the discretion of the Company) and actual expenses incurred by Executive for six months of out-placement services. (b) If a Change of Control shall have occurred: (i) after such Change of Control Executive’s entitlement to Bonus under Section 3.2 may terminate be modified by the Term upon notice new controlling Person in a reasonable manner (not to afford Executive with materially less opportunity to earn bonus than existed prior to the Change of Control) so that such Bonus is calculated with reference to a performance-based bonus plan provided by the new controlling Person; and (ii) after such Change of Control Executive’s entitlement to payments and benefits under Sections 3.3 and 3.4 may be modified by the new controlling Person to entitlement to those benefits generally provided to senior executives of the new controlling Person. (c) A “Change of Control” shall be deemed to have occurred if: (i) a change in control has occurred of a nature that would be required to be reported in a proxy statement with respect to the Company (even if the Company is not actually subject to said reporting requirements) in response to Item 6(e) (or any comparable or successor Item) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except that any merger, consolidation or corporate reorganization in which the owners of the Company’s capital stock entitled to vote in the election of directors (the “Voting Stock”) prior to said combination receive 75% or more of the resulting entity’s Voting Stock shall not be considered a change in control for the purposes of this Plan; (ii) any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the Exchange Act, effective excluding any stock purchase or employee stock ownership plan maintained by the Company or a Related Company) becomes the “beneficial owner” (as set forth that term is defined by the Securities and Exchange Commission for purposes of Section 13(d) of the Exchange Act), directly or indirectly, of more than 15% of the outstanding voting stock of the Company or its successors; or (iii) during any period of two consecutive years a majority of the Board of Directors no longer consists of individuals who were members of the Board of Directors at the beginning of such period, unless the election of each director who was not a director at the beginning of the period was approved by a vote of at least 75% of the directors still in such notice if office who were directors at any timethe beginning of the period. (d) In connection with, or within twenty-four (24) months following the date of one year after, a Change of Control, if all or any portion of the payments or other benefits paid or payable to Executive under this Agreement and under any other event constituting Good Reason hereunder continues for more than ten (10) days plan, program or agreement of the Company or its affiliates are determined to constitute an excess parachute payment within the meaning of Section 280G of the Internal Revenue Code of 1986, as it may have been or may be amended on or after the date of this Agreement (the “Code”), and results in the imposition on Executive delivers notice thereof of an excise tax under Section 4999 of the Code, then, in addition to any other benefits to which Executive is entitled under this Agreement, H▇▇▇▇▇ shall pay to Executive an amount equal to the Company. The failure sum of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution excise tax payable by Executive by reason of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or receiving excess payments; and (ii) the commencement a gross-up amount necessary to offset any and all applicable federal, state, and local excise, income, or other taxes incurred by Executive by reason of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction H▇▇▇▇▇’▇ payment of the type excise tax described by clause in (i) above (but not including any additional amount to offset any taxes on the excise tax reimbursement or gross-up amount paid pursuant to this subclause (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement). (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:

Change of Control. (a) Upon Notwithstanding anything in this Agreement to the contrary, the provisions of this Section 13 shall govern the Award, to the extent not previously vested or forfeited, in the event of a Change of Control (as defined below), in the Executive may terminate the Term upon notice to Plan) of the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) If the execution Performance Shares are not assumed by the acquiring or surviving entity or otherwise equitably converted or substituted in connection with the Change of Control in a definitive agreement (includingmanner approved by the Committee, without limitationthen, any "lock-up" or voting agreement with any notwithstanding Section 3 hereof, the vesting and payout level shall be determined and the Performance Shares shall be deemed to have been earned and vested as of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction date of the type described by clause (i) or (ii), if consummated, could result in Change of Control on a prorated basis from the inception date of the Performance Period until the effective date of the Change of Control, all restricted stockwith the Performance Objectives deemed to have been achieved at the “target” level, stock option and performance share awards made to the Executive shall become automatically fully vested prorated Target Number of Performance Shares and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards related dividend equivalent amount shall be deemed restored paid to me within thirty (30) days after the vesting schedules in effect at the time Change of execution Control, subject to Section 14 of such definitive agreementthis Agreement. (c) For purposes If the Performance Shares are assumed by the acquiring or surviving entity or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee, then the Performance Shares shall be deemed to have been earned as of the date of the Change of Control at the “target” level or, if higher, based upon the achievement of the Performance Objectives through the date of the Change of Control as determined by the Committee, and the Award shall continue to vest thereafter subject to my continued employment through the last day of the originally scheduled Performance Period in accordance with the terms of this Agreement; provided, however that if within two years after the term "Change of Control" Control my employment is terminated by the Company or a subsidiary without Cause (as defined in the Plan) or by me for Good Reason (as defined in the Plan), then the Award shall mean the happening of any become vested as of the following:date of such employment termination and the vested Award (including the related dividend equivalent amount) shall be paid to me within thirty (30) days after such termination of employment, subject to Section 14 of this Agreement.

Change of Control. If, within twelve (12) months following a Change of Control: (a) Upon the Executive terminates his employment for Cause; or (b) the Employer terminates Executive’s employment without Cause, the Executive, or in the event of his subsequent death, his designated beneficiaries or his estate, as the case may be, shall receive, as liquidated damages, in lieu of all other claims, a lump sum severance payment equal to one (1) times the Executive’s then current Base Salary, plus the average of the Executive’s annual bonuses paid pursuant to Section 4.2 of this Agreement for the three calendar years immediately preceding the effective date of the Change of Control (with any such calendar year(s) for which no annual bonus was paid being included in such calculation as a zero dollar amount), plus any amounts not yet paid under Section 4.4. The lump sum amount so calculated shall be paid in full on the last day of the month following the date of termination. In no event shall the payment described in this Section 3.3 exceed the amount permitted by Section 280G of the Code. Therefore, if the aggregate present value (determined as of the date of the Change of Control in accordance with the provisions of Section 280G of the Code) of both the severance payment and all other payments to the Executive in the nature of compensation which are contingent on a change in ownership or effective control of the Employer or in the ownership of a substantial portion of the assets of the Employer (the “Aggregate Severance”) would result in a “parachute payment,” as defined below)under Section 280G of the Code, then the Aggregate Severance shall not be greater than an amount equal to 2.99 multiplied by Executive’s “base amount” for the “base period, “ as those terms are defined under Section 280G of the Code. In the event the Aggregate Severance is required to be reduced pursuant to this Section 3.3, the Executive shall be entitled to determine which portions of the Aggregate Severance are to be reduced so that the Aggregate Severance satisfies the limit set forth in the preceding sentence. Notwithstanding any provision in this Agreement, if the Executive may exercise his right to terminate employment under this Section 3.3, the Executive may terminate the Term upon notice to the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) choose which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards provision shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreementapplicable. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:

Change of Control. 7.1 Notwithstanding anything to the contrary contained in this Agreement, if a Change in Control occurs and if, in respect of the Executive, a Triggering Event subsequently occurs within two (a2) Upon years of the Change in Control, the Executive shall be entitled to elect to terminate this agreement with the Company and to receive a payment from the Company in an amount equal to two times the Annual Base Salary and the amount of the Annual Bonus Compensation for the previous year (the “Change of Control Payment”). This Section 7.1 shall not apply if such Triggering Event follows a Change in Control which involves a sale of securities or assets of the Company with which the Executive is involved as a purchaser in any manner, whether directly or indirectly (by way of participation in a Company or partnership that is a purchaser or by provision of debt, equity or purchase-leaseback financing). 7.2 The Change of Control Payment provided for in Section 7.1 is conditional upon the Executive electing to exercise such right by notice given to the Company within 120 calendar days of the Triggering Event. 7.3 Notwithstanding the provisions contained in Section 6.1(e) hereof, the Executive shall be entitled to the Change of Control Payment if a Triggering Event does not occur but the Executive is dismissed from with the Company without Cause within two (2) years of the Change in Control. For greater certainty, the Executive shall not be entitled to any payment by the Company pursuant to this Section 7.3 if the Executive is dismissed from this employment with the Company for Cause. The Company shall not dismiss the Executive for any reason unless such dismissal is specifically approved by the Board. 7.4 The Change of Control Payment shall be in lieu of all other notice or damage claims as regards dismissal or termination of the Executive's employment with the Company or any subsidiary of the Company after a Change in Control and the arrangements provided for herein shall not be considered in any judicial determination of appropriate damages at common law for dismissal without Cause, other than as provided for in this Agreement. 7.5 In the event that the Executive is entitled to a Change of Control (as defined below)Payment, the Executive may terminate the Term upon notice shall be entitled to the Company, effective as set forth continue to participate in such notice if at any time, within twenty-four (24) benefit package for a period of 12 months following after the date of a Change the giving of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after notice by the Executive delivers notice thereof pursuant to Section 7.2, or the Company. The failure dismissal of the Executive's contract pursuant to Section 7.3, as the case may be. 7.6 In the event that the Executive is entitled to exercise his rights hereunder following an event constituting a Change of Control Payment, any Stock Option previously granted to the Executive by the Company or any subsidiary of the Company shall become fully vested, in which case the Executive shall be entitled to exercise such Stock Option on the terms granted and, notwithstanding any term of the stock option plan to the contrary, shall remain exercisable for the original term granted and shall not preclude Executive terminate due to the termination of the Executive's employment with the Company. In addition, any provisions of the Stock Option restricting the number of option shares which may be purchased before a particular date shall be waived. The terms of any Stock Option agreement shall be deemed amended to reflect the provisions of this Section 7.6. The provisions of this Section 7.6 shall be subject to applicable securities laws and the rules of any stock exchange on which the shares of the Company may be then listed and the receipt of all necessary approvals from exercising such rights following securities regulators and exchange, which approvals the occurrence Company shall use its reasonable commercial efforts to obtain in the event of a subsequent Change the operation of Control event, even if related to a prior Change of Control Eventthis Section 7.6. (b) Upon 7.7 Any payment to be made by the Company pursuant to the terms of Part 7 shall be paid (i) by the execution of Company in cash in a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any lump sum within five business days of the Companygiving of notice by the Executive pursuant to Section 7.2, (ii) within five business days of the termination or dismissal from the Executive's principal stockholders) which contemplates a transactionemployment as referred to in Section 7.3, or (iiiii) in such manner as may be agreed to by the commencement of any tender or exchange offer or similar transaction for or involving Company and the Company's securities, whichExecutive. Any such payment shall be calculated, in the case of Section 7.1 at the date of giving notice pursuant to Section 7.2 and, in the case of Section 7.3, at the date of dismissal or termination, as the case may be. 7.9 In the event that any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards payment is made to the Executive shall become automatically fully vested and exercisable in order pursuant to provide the provisions of Section 7.1 or Section 7.3, as the case may be, the Executive with a reasonable time period shall not be required in any manner whatsoever to enable mitigate any damages. Furthermore, the payment referred to in Section 7.1 or Section 7.3, as the case may be, shall be made regardless of whether the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening seeks or finds alternate employment of any of the following:nature whatsoever.

Change of Control. (a) Upon For the purposes of this Agreement, a "Change of Control (Control" shall be deemed to have taken place if any person other than ▇▇. ▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇, collectively or immediately, including a "group" as defined below)in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, becomes the Executive may terminate the Term upon notice to owner or beneficial owner of the Company's securities, effective as set forth in such notice if at any time, within twenty-four (24) months following after the date of a Change of Controlthis Agreement, any other event constituting Good Reason hereunder continues for having more than ten 50% of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company (10) days after other than as a result of an issuance of securities specifically approved by Executive and specifically excluded from the Executive delivers notice thereof to provisions of this Section 8 by subsequent written agreement of the Company. The failure of Executive to exercise his rights hereunder following an event constituting Executive); provided, however, that a Change of Control shall not preclude be deemed to have occurred if the person who becomes the owner of more that 50% of the combined voting power of the Company is the Executive from exercising such rights following or an entity (or entities) controlled by the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control EventExecutive. (b) Upon The Company and Executive hereby agree that if Executive is in the employ of the Company on the date on which a Change of Control occurs (the "Change of Control Date"), the Company will continue to employ the Executive and the Executive will remain in the employ of the Company for the period commencing on the Change of Control Date and ending on the expiration of the Term, to exercise such authority and perform such executive duties as are commensurate with the authority being exercised and duties being performed by the Executive immediately prior to the Change of Control Date. If after a Change of Control, the Executive is requested, and, in his sole and absolute discretion, consents to change his principal business location, the Company will reimburse the Executive for his relocation expenses, including without limitation, moving expenses, temporary living and travel expenses for a time while arranging to move his residence to the changed location, closing costs, if any, associated with the sale of his existing residence and the purchase of a replacement residence at the changed location, plus an additional amount representing a gross-up of any state or federal taxes payable by Executive as a result of any such reimbursements. If the Executive shall not consent to change his business location, the Executive may continue to provide the services required of him hereunder in his current location, and the Company shall continue to maintain an office for the Executive at that location commensurate with the Company's office prior to the Change of Control Date. (c) During the remaining Term after the Change of Control Date, the Company will (i) continue to honor the terms of this Agreement, including Base Salary and other compensation set forth in Section 3 hereof, and (ii) continue employee benefits as set forth in Section 4 hereof at levels in effect on the Change of Control Date (but subject to such reductions as may be required to maintain such plans in compliance with applicable federal law regulating employee benefits). (d) If during the remaining Term on or after the Change of Control Date (i) the execution of a definitive agreement Executive's employment is terminated by the Company other than for cause (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transactionas defined in Section 5 hereof), or (ii) there shall have occurred a material reduction in Executive's compensation or employment related benefits, or a material change in Executive's status, working conditions or management responsibilities, or a material change in the commencement business objectives or policies of the Company and the Executive voluntarily terminates employment within sixty (60) days of any tender such occurrence, or exchange offer or similar transaction for or involving the Companylast in a series of occurrences, then the Executive shall be entitled to receive, subject to the provisions of subparagraphs (e) and (f) below, a lump-sum payment equal to 299% of Executive's securities, which, current Base Salary in addition to any other compensation that may be due and owing to the case of Executive under Section 3 hereof. (e) The amounts payable to the Executive under any transaction other compensation arrangement maintained by the Company which became payable after payment of the type described by clause lump-sum provided for in paragraph (i) or (iid), if consummated, could upon or as a result in of the exercise by Executive of rights which are contingent on a Change of Control (and would be considered a "parachute payment" under Internal Revenue Code 280G and regulations thereunder), shall be reduced to the extent necessary so that such amounts, when added to such lump-sum, do not exceed 299% of the Executive's Base Salary (as computed in accordance with provisions of the Internal Revenue Code of 1986, as amended and any regulations promulgated thereunder) for determining whether the Executive has received an excess parachute payment. Any such excess amount shall be deferred and paid in the next tax year. (f) In the event of a proposed Change in Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable Company will allow the Executive to obtain the economic benefit of the contemplated transaction with respect to participate in all restricted stock, stock option meetings and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreementnegotiations related thereto. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:

Change of Control. (a) Upon In the event of a Change of Control (as defined below)of GW pursuant to which control of GW is acquired by a Person who, the Executive may terminate the Term upon notice to the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon either (i) at the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any time of the Company's principal stockholders) which contemplates acquisition is a transactionNovartis Competitor, or (ii) who subsequently becomes a Novartis Competitor, Novartis may (once such third Person acquirer meet the commencement conditions for a Novartis Competitor) provide written notice to GW (or its successor entity) terminating the provisions of any tender or exchange offer or similar transaction Article 3 and upon such notice, Novartis will not be obligated under Article 3 for or involving the Company's securities, which, in the case of any transaction remainder of the type described by clause (i) or (ii), if consummated, could result in a Change Term. Without limiting the foregoing and notwithstanding any other provision of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, howeverthis Agreement, in the event that Novartis exercises such right to terminate the transaction contemplated provisions of Article 3: (a) Novartis shall have no obligation to share Commercialization Plans with GW (or its successor entity), but by no later than 1st March each Calendar Year Novartis shall provide GW with (i) a written narrative report detailing, for the definitive agreement referred foregoing calendar year, (A) the Regulatory Filings made and the Regulatory Approvals obtained in the Territory, (B) the countries in which the Product was Launched, (C) a list of the countries in the Territory where a Competitive Product has been launched, (D) copies of the promotional, advertising and/or marketing materials provided by Novartis to above Third Party health care professionals in the Territory in the previous calendar year (in English and in the local language where this is not consummated different to English and Novartis has used such definitive agreement is terminatedlocal language versions); and (b) within thirty (30) days following the end of each Calendar Quarter, GW (or its successor entity) will provide a written report to Novartis detailing: (i) all accelerated restricted stock, stock options and awards shall be deemed restored Development activities with respect to the vesting schedules in effect at Products outside the time Territory, including any planned or ongoing Development activities of execution of such definitive agreement. (c) For purposes of this AgreementGW, its Affiliates or other licensees outside the Territory, the term "Change conduct of Control" shall mean which may be necessary or useful for obtaining or maintaining Regulatory Approvals for the happening of Product (including obtaining or maintaining Regulatory Approvals for new indications) in the Territory; and (ii) any of material issues which may affect GW’s ability to supply Novartis with its requirements for BDP or finished Product (as applicable) under the following:Manufacturing and Supply Agreement.

Change of Control. (a) Upon In order to protect the Executive against the possible consequences and uncertainties of a Change of Control of the Corporation (as defined below)hereinafter defined) and thereby induce the Executive to enter into the employ of the Corporation, the Executive may terminate Corporation agrees that: (a) If, during the Term upon notice initial three (3) year term of this Agreement, the Executive's employment is terminated by the Corporation at any time subsequent to a Change of Control other than for the Company, effective as causes set forth in Paragraph 5, then in such notice if at any timeevent, the Corporation shall pay the Executive within twenty-four thirty (2430) months days after such termination, a lump sum payment in cash in an amount equal to the balance of his base salary for the remaining term of the Agreement. (b) For purposes of this Paragraph 6, in the event, following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable resign from his employment with the Corporation within thirty (30) calendar days after he has obtained actual knowledge of any significant change or proposed change in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit his title, nature of the contemplated transaction with respect to all restricted stockduties, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, howeveremployee benefits or working conditions, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and each instance without his prior consent, such definitive agreement is terminated, all accelerated restricted stock, stock options and awards resignation shall be deemed restored to be a termination of employment by the vesting schedules Corporation other than for the causes set forth in effect at the time of execution of such definitive agreementParagraph 5. (c) For purposes of As used in this AgreementParagraph 6, the term a "Change of Control" shall mean the happening be deemed to have occurred if (i) any "person" or "group of any persons" (as such terms are used in Sections 13(d) and 14(d) of the following:Securities Exchange Act of 1934, as amended (the "1934 Act")), becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the 1934 Act), directly or indirectly, of securities of the Corporation representing more than thirty-five percent (35%) of the Corporation's then outstanding securities having the right to vote on the election of directors or (ii) if directors constituting a majority of the Board of Directors are elected to the Board of Directors without the recommendation or approval of the incumbent Board of Directors.

Change of Control. (aA) Upon Provided the Executive has relocated to Southern California prior to the effective date of a Change of in Control, if the acquirer in the Change in Control (as defined below), does not adopt the Executive’s option grant under the Plan in accordance with 26 C.F.R. 1.424-1 or offer the Executive may terminate a substitute grant under the Term upon notice acquirer’s plan having similar economic value to the CompanyExecutive’s option grant under the Plan, any options granted to the Executive under the Plan that would not otherwise be vested on the effective as set forth date of the Change in such notice Control shall immediately vest and be exercisable immediately prior to the effective date of the Change in Control. (B) Provided the Executive has relocated to Southern California before the effective date of a Change in Control, if at any timethe acquirer in the Change in Control adopts the Executive’s option grant under the Plan in accordance with 26 C.F.R. 1.424-1, or offers the Executive a substitute grant under the acquirer’s stock option plan having similar economic value to the Executive’s option grant under the Plan, and (1) within twenty-four six (246) months following the effective date of a the Change in Control the acquirer terminates the Executive’s employment without Cause, or (2) if within twelve (12) months of Control, any other event constituting Good Reason hereunder continues for more than ten the Effective Date and within six (106) days after months of the effective date of the Change in Control if the acquirer terminates the Executive delivers notice thereof with or without cause, then to the Companyextent that twenty-five percent (25%) or more of the Executive’s total granted options remain unvested on the date his employment terminates, twenty-five percent (25%) of the Executive’s total granted options from the acquirer (by adoption or grant) shall immediately vest and be exercisable. The failure For the avoidance of Executive doubt, if the acquirer does not agree to exercise his rights hereunder following an event constituting a Change of Control include this right in its substitute grant to the Executive, the Executive’s option grant under the Plan shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Eventbe treated as under Section 4(c)(iv)(A) above. (bC) Upon If the Executive has not relocated to Southern California prior to the effective date of the Change in Control, the Executive shall not be entitled to any acceleration in the vesting of his options under the Plan in connection with the Change in Control. (iD) For purposes of this Agreement, a “Change in Control” shall be defined as (1) the execution acquisition of the Company by another entity by means of a definitive agreement transaction or series of related transactions (including, without limitation, any "lock-up" reorganization, merger, stock purchase or voting agreement with any consolidation) or (2) the sale, transfer or other disposition of all or substantially all of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement’s assets. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:

Change of Control. (aA) Upon a Any direct or indirect Change of Control (as defined below)of Seller, whether voluntary or by operation of law, shall require the Executive may terminate the Term upon notice to the prior written consent of Company, effective as set forth in such notice if at any time, within twenty-four (24) months following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control which shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rightsbe unreasonably withheld; provided, however, that no Company approval of a Change in Control shall be required if, in Company’s reasonable judgment, (i) any security that Seller has provided to Company would remain in effect and unchanged after the Change in Control, (ii) Seller’s (or Seller Parent Guarantor) creditworthiness would not be adversely affected by the Change in Control, and (iii) Seller will have the same, or improved, ability to operate and maintain the Facility after the Change in Control; provided, further however, that in no circumstance does Company have the obligation to consent to any Change of Control prior to the issuance and expiration of the PFT Notice. Notwithstanding the foregoing, any change by Seller resulting from (i) transactions among Affiliates of Seller, (ii) any exercise by the Unaffiliated Facility Investor of its rights and remedies under the Unaffiliated Investment Documents, (iii) the sale of equity interests in Seller to tax equity investors pursuant to the terms of the Unaffiliated Investment Documents, (iv) a transaction which creates one or more intermediate holding companies or that does not affect the ultimate upstream equity ownership of Seller, (v) a sale, assignment, pledge or other transfer of any of the following: (a) all or substantially all of the assets of NextEra Energy Resources, LLC (“NextEra”) or its ultimate parent company, NextEra Energy, Inc. (“Ultimate Parent Entity”); (b) all or substantially all of NextEra’s or its Ultimate Parent Entity’s renewable energy generation asset portfolio; (c) all or substantially all of NextEra’s or its Ultimate Parent Entity’s wind generation asset portfolio; (d) a merger, consolidation, amalgamation, reorganization or similar transaction of a Person with or into NextEra or its Ultimate Parent Entity; or (e) a sale, assignment, pledge or other transfer of all or substantially all of the shares or equity interests of NextEra or its Ultimate Parent Entity; or (vi) any change of economic and voting rights triggered in Seller’s organization documents arising from the financing of the Facility and which does not result in the event the transaction contemplated by the definitive agreement referred to above is not consummated and transfer of ownership, economic or voting rights in any entity that had no such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored rights immediately prior to the vesting schedules in effect at the time change, shall not constitute a Change of execution of such definitive agreementControl requiring consent. (c1) For purposes of this AgreementPPA, the term "a “Pending Facility Transaction” or “PFT” means (i) any Change of Control" shall mean Control of Seller, (ii) the happening issuance by Seller or any of its Affiliates of a request for proposals or the response by Seller or any of its Affiliates to a request for proposal or similar process (e.g., auction) for the purchase or sale of the Facility, (iii) the commencement by Seller or any of its Affiliates of substantive negotiations with any third party with respect to the sale of the Facility, (iv) the execution by Seller or any of its Affiliates of any letter of intent, memorandum of understanding or similar document, whether or not legally binding, which contemplates the sale of the following:Facility, and/or (v) assignment by Seller of the PPA to a third party, except to the extent permitted in Section 19.1(B), (C) or (D). A PFT does not include, however, (i) any change that does not require consent pursuant to Section 19.3(A), (ii) any refinancing or replacing of the Unaffiliated Facility Investment by Seller or any of its Affiliates; (iii) any transaction in which Seller offered to and Company declined to acquire the Facility; or (iv) any sale for purposes of a transfer of some or all of the tax benefits associated with the Facility to an equity investor or any transaction involving the sale of the membership interests in Seller that is included in a sale of the equity interests in Affiliates of Seller.

Change of Control. (a) Upon a Change of Control (as defined below), In the Executive may terminate the Term upon notice to the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following the date event of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten subject to Section 10(b) below, the Option shall, upon consummation of such Change of Control, either be assumed or a substantially equivalent option shall be substituted by the successor corporation (10or an affiliate thereof). If the Option is assumed or substituted and, within twelve (12) days months after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control Control, the Optionee is involuntarily terminated from employment with the Company without Cause or leaves the Company for Good Reason, then such assumed or substituted Option shall not preclude Executive become exercisable in full as of the date of such termination and shall expire upon the earlier of (i) the expiration of the Option, or (ii) one year from exercising such rights following the occurrence date of a subsequent Change the Optionee’s termination of Control event, even if related to a prior Change of Control Eventemployment. (b) Upon In the event that the successor corporation does not assume the Option or an equivalent option is not substituted, then the Committee shall provide that one of the following will occur with respect to the Option: (i) the execution Option will become exercisable in full as of a definitive agreement (includingspecified time prior to the Change of Control and will terminate immediately prior to the consummation of such Change of Control, without limitation, any "lock-up" or voting agreement with any except to the extent exercised by the Optionee prior to the consummation of the Company's principal stockholders) which contemplates a transaction, or such Change of Control; (ii) the commencement Option shall terminate upon consummation of any tender or such Change of Control and the Optionee will receive, in exchange offer or similar transaction for or involving thereof, a cash payment equal to the amount (if any) by which (x) the amount payable in the Change of Control with respect to a share of the Company's securities’s common stock, which$.01 par value per share (the “Stock”), in multiplied by the case number of any transaction shares of Stock subject to the Option exceeds (y) the aggregate exercise price of the type described by clause (i) Option; or (ii)iii) any combination of the above. If, if consummatedhowever, could result in a following the Change of Control, all restricted stockthe Company’s Stock is still publicly traded, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and Option shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreementplace unchanged. (c) For purposes of this AgreementSection 10, “Cause” shall mean (i) willful misconduct, (ii) gross neglect, (iii) failure to materially perform one’s job duties, (iv) insubordination, (v) acts of moral turpitude, theft or dishonesty, (vi) a felony conviction, or (vii) acts that are (or could be expected to be) damaging or detrimental to the term "Company. “Good Reason” shall mean the Optionee’s title, position or job responsibilities have been materially reduced or the Optionee has been assigned duties that are materially different from his or her duties prior to the Change of Control or which materially impair his or her ability to perform his or her duties as required prior to the Change of Control" shall mean the happening of any of the following:.

Change of Control. 20.1 In the event the Executive’s employment by the Company terminates within the first twelve (a12) Upon months following a “Change of Control” in circumstances that entitle the Executive to payment of Severance Pay pursuant to clause 18.3 or clause 18.4 above, and provided the Executive satisfies the release provisions set forth in the applicable clause (including, but not limited to the execution of a Compromise Agreement in a form acceptable to the Company), the amount of the applicable Severance Payment due to the Executive under clause 18.3 or clause 18.4 (as the case may be) shall be increased to (and substituted for) an amount equivalent to eighteen (18) months of base salary under this Agreement (as in effect immediately prior to his Termination Date) LESS all Notice Payments. 20.2 If a Change of Control occurs while the Executive is still employed by the Company (or any of its Affiliates), the all of the Executive’s then outstanding and otherwise unvested stock options and other equity-based awards granted by Holding, the Company or any Associated Company shall become fully vested immediately prior to the Change of Control, except as expressly provided otherwise in the agreement governing such stock option or other equity based awards or this Agreement. 20.3 In this Agreement, the term “Change of Control” shall mean the acquisition by any individual, corporation, partnership or other entity (each, a “Person”) after the Effective Date of legal or beneficial ownership of more than fifty percent (50%) of the equity or voting power of Holding or RP Corp; provided however, the following acquisitions of equity or voting power of Holding or RP Corp shall not constitute a Change of Control (regardless of the resulting changes in percentage ownership of the Parent or the Company by any of its shareholders by reason of such acquisition); any acquisition by (a) Holding or RP Corp, (b) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Holding, RP Corp or any affiliate or a successor thereof, or (c) any acquisition by a Person who is the legal or beneficial owner of at least percent (5%) of the equity or voting power of the Parent or the Company (or any affiliate of such Person) as defined below), the Executive may terminate the Term upon notice of immediately prior to the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following the date of a Change of Controlsuch acquisition. As used in this clause 20, “affiliate” means with respect to any Person, any other event constituting Good Reason hereunder continues for more than ten (10) days after Person which, direct or indirectly, is controlled by, controls, or is under common control with, such Person. For the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any purposes of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement. (c) For purposes of this Agreementpreceding sentence, the term "Change of Control" word “control” (including the terms “controlling,” “controlled by” and “under common control with”) shall mean the happening of any possession, directly or indirectly, of the following:power to direct or cause the direction of the management and policies of the entity, whether through the ownership of voting securities or partnership interests or by contract.”

Change of Control. (a) Upon Notwithstanding anything to the contrary contained in this Agreement, in the event of a Change of Control of Employer if Employee’s employment is terminated by Employer or Employee for Involuntary Termination within one (as defined below), the Executive may terminate the Term upon notice to the Company, effective as set forth in such notice if at any time, within twenty-four (241) months following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days year after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event(other than for Cause), even if related to a prior Change of Control Event. (b) Upon then: (i) the execution greater of a definitive agreement (includinga) fifty percent (50%) of Employee’s unvested options shall vest immediately, without limitationor (b) twelve (12) months unvested options shall vest immediately and; and (ii) Employee shall be entitled to (a) any accrued but unpaid salary and unused vacation time as of the date of such termination; (b) twelve (12) months’ of salary from the date of termination, any "lock-up" or voting agreement payable in accordance with any the normal payroll practice of the Company's principal stockholders) which contemplates a transaction; (in this section, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive this period shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement be referred to above is not consummated as the “Severance Period”) and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement. (c) continued participation, at Employer’s cost and expense, during the Severance Period in any Employer-sponsored group benefit plans in which Employee was participating as of the date of termination or reimbursement as provided in Section 5. For purposes of this Agreement, a “Change in Control” shall mean, other than changes between Cytrx and RXi, (i) an acquisition of any voting securities of the Employer (the “Voting Securities”) by any “person” (as the term "Change “person” is used for purposes of Control" shall mean the happening of any Section 13(d) or Section 14(d) of the following:Securities Exchange Act of 1934, as amended (the “1934 Act”)) immediately after which such person has “beneficial ownership” (within the meaning of Rule 13d-3 promulgated under the 1934 Act) (“Beneficial Ownership”) of 50% or more of the combined voting power of the Employer’s then outstanding Voting Securities without the approval of the Board; (ii) a merger or consolidation that results in more than 50% of the combined voting power of the Employer’s then outstanding Voting Securities of the Employer or its successor changing ownership (whether or not approved by the Board); (iii) the sale of all or substantially all of the Employer’s assets; or (iv) approval by the shareholders of the Employer of a plan of complete liquidation of the Employer.

Change of Control. (a) Upon a Change of Control (as defined below), the Executive may terminate the Term upon notice to the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, be as defined in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to Executive's Employment Agreement between the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules Bank in effect at the time of execution of such definitive agreement. (c) For purposes of this Agreement, the term "said Change of Control" shall mean , or if no such agreement is then in effect, by the happening regulations of the OTS in 12 CFR ss.574. Upon a Change of Control, if the Executive subsequently suffers an involuntary termination of service, except for cause, and such termination of service constitutes a Separation from Service (as defined in Section IV), or, upon a voluntary termination of service within twelve (12) months after such Change of Control, if any of the following:following events, which have not been consented to in advance by the Executive in writing, occur: (i) if the Executive would be required to move her personal residence or perform her principal executive functions more than forty (40) miles from the Executive's primary office as of the signing of this agreement, or (ii) if the Bank should fail to maintain Executive's base compensation in effect as of the date of the Change of Control and the existing employee benefits plans, including material fringe and retirement plans, then the Executive shall receive the benefits in Section IV herein upon attaining Normal Retirement Age (as defined in Section III), as if the Executive had been continuously employed by the Bank until the Executive's Normal Retirement Age. Notwithstanding the foregoing, all sums payable hereunder shall be reduced in such manner and to such extent so that no such payments made hereunder, when aggregated with all other payments to be made to the Executive by the Bank, shall be deemed an "excess parachute payment" in accordance with Section 280G of the code and be subject to the excise tax provided at Section 4999(a) of the Code. Notwithstanding the above, if the Executive is as of the date of her Separation from Service a "Specified Employee" (as herein defined), then payment under this Article IX shall not be paid earlier than the 183rd day following the date the Executive incurs a Separation from Service, or her death, if earlier, with any payments not made on account of this sentence being paid with the Executive's first payment.

Change of Control. (a1) Upon If (i) a Change of Control (as defined below), the Executive may terminate ) occurs during the Term upon notice to of this Agreement or any extension thereof, (ii) Employee is employed by the CompanyCompany or an affiliate thereof, effective as set forth in and (iii) the Employee is terminated by the Company or such notice if at affiliate for any timereason other than for death, within twenty-four (24) months following Disability or Cause after the date of a Change of Control, any other the Company (or its successors) shall pay Employee, or his beneficiary in the event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof of his subsequent death, subject to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control eventapplicable federal and state income and social security tax withholding requirements, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement in accordance with any of the Company's principal stockholderscustomary payroll practices, an amount equal to the product of 2.99 multiplied by Employee's "Base Amount," as defined in Section 280G(b)(3) of the Internal Revenue Code, as amended (the "Code") (which contemplates a transactionamount is generally the average annual compensation payable during the most recent five tax years ending before the year of the Change in Control as reflected on Forms W-2 for the relevant periods), such amount to be paid in equal monthly installments over the thirty-six month period following termination, or (ii) at the commencement option of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result Employee to be paid in a Change lump sum at the time of Controltermination without any reduction for commutation to present value. During the thirty-six month period following termination, all restricted stock, stock option the Company (or its successors) shall also pay for medical and performance share awards made to life insurance for Employee on the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules same basis as in effect at the time of execution termination. Payments to the Employee, as aforesaid, shall not be reduced by the value of any stock options that vest upon a change in control, regardless of whether any such definitive agreementoptions are considered income by the Internal Revenue Service or parachute payments under Section 280G(b)(3). (c2) If (i) a Change of Control (as defined below) occurs during the Term of this Agreement or any extension thereof, (ii) Employee is employed by the Company or an affiliate thereof, and (iii) Employee voluntarily terminates his employment by the Company for any reason within 180 days after the Change of Control, the Company (or its successors) shall pay Employee or his beneficiary in the event of his subsequent death, subject to applicable federal and state income and social security tax withholding requirements, in accordance with the Company's customary payroll practices, an amount equal to the product of 2.99 multiplied by Employee's Base Amount, such amount to be paid in equal monthly installments over the thirty-six month period following termination, or at the option of Employee to be paid in a lump sum at the time of termination without any reduction for commutation to present value. During the thirty-six month period following termination, the Company (or its successors) shall also pay for medical and life insurance for Employee on the same basis as in effect at the time of termination. Payments to the Employee, as aforesaid, shall not be reduced by the value of any stock options that vest upon a change in control, regardless of whether any such options are considered income by the Internal Revenue Service or parachute payments under Section 280G(b)(3). (b) For purposes of this Agreement, the term "Change of Control" shall mean means the happening occurrence of any one of the following:: (i) any "person" (as that term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended), other than (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or (B) Employee or a group of persons including Employee, is or becomes the beneficial owner (as that term is used in Section 13(d) of the Securities Exchange Act of 1934), directly or indirectly, of 50% or more of the common voting stock of the Company or its successors; (ii) there shall be any consolidation or merger of the Company or the Bank in which such entity is not the continuing or surviving corporation or as a result of which the holders of the voting capital stock of the Company or the Bank (as the case may be) immediately prior to the consummation of the transaction do not own more than 50% of voting capital stock of the surviving corporation; or (iii) there occurs the sale or transfer of all or substantially all of the assets of the Company or the Bank.

Change of Control. (a) Upon Notwithstanding any other provision contained herein, the Employee's Initial Options and other options issued under the Company's share option plans that are not then exercisable shall become exercisable (and be deemed to be vested) on the date on which a Change of Control (as defined below)) of the Company occurs. In addition, the Executive may terminate the Term upon notice to restricted Common Shares granted under any other of the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting 's share option plans shall immediately vest upon a Change of Control shall not preclude Executive from exercising such rights following of the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control EventCompany. (b) Upon If (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any employment of the Company's principal stockholdersEmployee is terminated by the Company (or successor thereto) which contemplates a transaction, without Serious Cause or (ii) the commencement Employee terminates employment with the Company (or successor thereto) for Good Reason, in each case within the period commencing on the date that a Change of any tender or exchange offer or similar transaction for or involving Control is formally proposed to the Company's securitiesBoard of Directors and ending on the first anniversary of the date on which such Change of Control occurs, whichthen the Employee shall be entitled to receive (in lieu of the benefits described in Section 11): (1) any accrued but unpaid salary, in (2) a lump sum payment equal to two times such Employee's annual base salary as of the case date of termination, (3) any accrued but unpaid bonus from a prior fiscal year, (4) reimbursement of business expenses incurred prior to the date of termination, (5) travel and housing allowances under Section 9 for one year following the date of termination, (6) reasonable relocation expenses from Bermuda to the United States, together with (7) a gross up of any transaction excise taxes payable by the Employee by reason of such payments occurring in connection with a Change of Control. The Employee shall not be entitled to any benefits or other entitlements under this section unless a Change of Control actually occurs. (c) A "Change of Control" of the type Company shall be deemed to have occurred if, following consummation of the IPO (i) any "person" as such term is defined in Section 3(a)(9) and as used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), excluding the Company or any of its subsidiaries, a trustee or any fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, an underwriter temporarily holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly, by shareholders of the Company in substantially the same proportion as their ownership of the Company, is or becomes the "beneficial owner" (as defined in rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company's then outstanding securities ("Voting Securities"); (ii) during any period of not more than two years, individuals who constitute the Board of Directors of the Company (the "Board") as of the beginning of the period and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described by in clause (i) or (ii)iii) of this sentence) whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at such time or whose election or nomination for election was previously so approved, if consummatedcease for any reason to constitute a majority thereof; (iii) the shareholders of the Company approve a merger, could consolidation or reorganization or a court of competent jurisdiction approves a scheme of arrangement of the Company, other than a merger, consolidation, reorganization or scheme of arrangement which would result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement.Voting (cd) For purposes The provisions of this Agreement, Section 12 shall only apply following the term "Change consummation of Control" shall mean the happening of any of the following:an IPO.

Change of Control. (a) Upon a Change of Control (as defined below), the Executive Employee may terminate the Term this Agreement for good reason upon notice to the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following the date delivery of a Change Notice of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days Termination to Employer within a 90-day period beginning on the 30th day after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control eventin Control. If Employee’s employment is terminated pursuant to this provision, even if related Employee shall be entitled to a prior Change of Control Event.the following: (b) Upon (i) the execution of a definitive agreement Employer shall pay Employee in cash within fifteen (including, without limitation, any "lock-up" or voting agreement with any 15) days of the Company's principal stockholders) date of termination severance compensation in an amount equal to her then current monthly base salary multiplied by 36 plus any bonus earned or accrued through the date of termination (including any amounts awarded for previous years but which contemplates a transaction, or (were not yet vested); ii) the commencement For a period of any tender or exchange offer or similar transaction 36 months, payment of premiums for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option medical and performance share awards made dental insurance being provided to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction Employee. Employer’s obligation hereunder with respect to all the foregoing benefits shall be limited to the extent that Employee becomes eligible for any such benefits pursuant to a subsequent employer’s benefit plans, in which case Employer may reduce the coverage of any benefits it is required to provide Employee so long as the aggregate coverage and benefits of the combined benefit plans is no less favorable to Employee that the coverages and benefits required to be provided hereunder; and iii) The restrictions on any outstanding incentive awards (including restricted stock) granted to Employee under Company’s or Bank’s long-term equity incentive program or other incentive plan or arrangement shall lapse and such awards shall become 100% vested, stock option and performance share awards then held by him. Such restricted all stock options and performance share awards stock appreciation rights granted to Employee shall become automatically immediately exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminatedbecome 100% vested, all accelerated restricted stockperformance units granted to Employee shall become 100% vested, stock options and awards restrictive covenants contained in Section 9(C) shall be deemed restored not apply to the vesting schedules in effect at the time of execution of such definitive agreementEmployee. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:

Change of Control. (a) Upon If a Change of Control occurs, outstanding Restricted Stock Units shall be treated as described in this subsection. Notwithstanding anything to the contrary, the Committee may take such other actions with respect to the Restricted Stock Units as it deems appropriate pursuant to the Plan. (as defined belowi) If the Restricted Stock Units are Assumed in accordance with Section 9 of the Plan, the Restricted Stock Units shall continue to vest (and the underlying Shares shall continue to be issued) in accordance with the Vesting Schedule set forth in Section 1 above and this Section 3 (including, for the avoidance of doubt, Section 3(B)), based on Participant’s continued employment or service with the Executive may terminate the Term upon notice to the Company, effective Company and its Affiliates as set forth herein. (ii) Notwithstanding subsection (i) above, if the Restricted Stock Units are Assumed in such notice if at any timeaccordance with Section 9 of the Plan, and Participant’s employment is terminated by the Company and its Affiliates without Cause [or Participant terminates employment for Good Reason]1 or a Participant’s employment terminates due to Retirement, upon or within twenty-four (24) 18 months following the date closing of the Change of Control and before the applicable vesting date, the Restricted Stock Units shall, to the extent not then vested or previously forfeited or cancelled, become fully vested upon such termination of employment. (iii) If the Restricted Stock Units are not Assumed in accordance with Section of 9 of the Plan, the Restricted Stock Units shall, to the extent not then vested or previously forfeited or cancelled, become fully vested upon the Change of Control. (iv) If Participant’s employment terminates due to Retirement prior to a Change of Control, then any other event constituting Good Reason hereunder continues for more than ten Restricted Stock Units which have not vested pursuant to Section 3(C) above shall become immediately vested upon such Change of Control. (10v) days after the Executive delivers notice thereof Notwithstanding anything in this Agreement to the Company. The failure contrary, to the extent that the Restricted Stock Units constitute nonqualified deferred compensation subject to Section 409A of Executive to exercise his rights hereunder following an event constituting the Code and the Treasury Regulations thereunder (“Section 409A”), if (A) a Change of Control shall does not preclude Executive from exercising such rights following the occurrence of constitute a subsequent Change of Control “change in control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction” under Section 409A, or (iiB) the commencement of otherwise required by Section 409A, any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or amounts that are payable pursuant to subsection (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to (iii) or (iv) above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to paid within 60 days following the otherwise applicable vesting schedules date. For the avoidance of doubt, upon a Transaction, the Restricted Stock Units shall be treated in effect at accordance with the time of execution of such definitive agreement. (c) For purposes terms of this Agreement, the term "Change of Control" shall mean the happening of any of the following:.

Change of Control. (a) Upon Notwithstanding any other provision of this Agreement to the contrary: (i) in the event of a Change of Control (as defined belowdescribed in Sections 2(b)(ii)-(iv), all unvested Performance Stock Units not previously forfeited shall become vested and (if the Executive may terminate the Term upon notice Change of Control occurs prior to the Company, effective as set forth end of the Performance Period) shall be deemed to be earned at the Target; and (ii) in such notice if at any time, within twenty-four (24) months following the date event of a Change of ControlControl as described in Section 2(b)(i), any other event constituting Good Reason hereunder continues for more than ten a portion of the unvested Performance Stock Units not previously forfeited shall become vested and (10) days after if the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control occurs prior to the end of the Performance Period) shall not preclude Executive from exercising be earned based on attainment of the Performance Measure(s) relative to the Target as of the date of the Change of Control, as though the Performance Period ended on such rights following date. The portion that vests pursuant to the occurrence preceding sentence shall be determined by multiplying the total number of outstanding Performance Stock Units by a subsequent fraction, the numerator of which is the number of whole months in the Performance Period that have elapsed since the beginning of the Performance Period through the date of the Change of Control eventand the denominator of which is the number of whole months in the entire Performance Period. If the Participant has already vested due to death, even if related Disability or Retirement prior to a prior the date of the Change of Control Eventbut has not yet been paid, then, notwithstanding the provisions of Section 3(b), the above pro-ration shall apply to the Participant’s Performance Stock Units. The Committee shall have the power in accordance with Section 8 to calculate the attainment of the Performance Measure(s) as of the date of the Change of Control or determine the basis on which the attainment of the Performance Measure(s) as of such date will be calculated. For the avoidance of doubt, the Performance Stock Units lost due to pro-ration pursuant to this Section 6(a)(ii) will not vest and will be deemed forfeited upon the Change of Control event described in Section 2(b)(i). (b) Upon (i) Notwithstanding any other provision of this Agreement to the execution of a definitive agreement (includingcontrary, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in upon a Change of Control, all restricted stockPerformance Stock Units, stock option and performance share awards made to the Executive extent earned and vested, shall become automatically fully vested and exercisable be settled in order to provide the Executive with a reasonable time period to enable form described in Section 5 but shall be paid upon the Executive to obtain earlier of (i) within twenty-five (25) business days following the economic benefit date of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their event triggering vesting under this Section 6 or (ii) the original terms with all rightspayment period set forth in Section 5; provided, however, in that, if the event the transaction contemplated by the definitive agreement referred to above Participant is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored or will become eligible for Retirement prior to the vesting schedules last day of the Performance Period, payment shall only be accelerated in effect at accordance with subsection (b)(i) if the time Change of execution Control is a change in ownership of stock or assets or change in effective control within the meaning set forth in Section 1.409A-3(i)(5) of the U.S. Treasury Regulations, but only to the extent such definitive agreement. (c) For purposes of meaning is more restrictive than the definition otherwise provided in this Agreement, the term "Change of Control" shall mean the happening of any of the following:.

Change of Control. Notwithstanding the foregoing, in the event of a Change of Control: (ai) If the purchaser, successor or surviving entity (or parent thereof) in the Change of Control (the “Survivor”) agrees to assume the PUs or replace the PUs with the same type of award with similar terms and conditions, then the following will apply: (A) If the Change of Control occurs prior to the end of the Performance Period, the Performance Goal shall be deemed to have been satisfied at the target level, and no modification based on Relative TSR shall be made, regardless of actual performance prior to or after such Change of Control, such that only the Target PUs remain available for vesting under this Award. If the Change of Control occurs after the end of the Performance Period, then the Actual Achieved PUs will remain available for vesting under this Award. (B) Each PU determined under clause (A) above that is assumed by the Survivor shall be appropriately adjusted, immediately after such Change of Control, to apply to the number and class of securities which would have been issuable to the Participant upon the consummation of such Change of Control had the PUs been actual shares immediately prior to such Change of Control. (C) Upon termination of the Participant’s Employment following such Change in Control (1) by the Company and its Affiliates without Cause, or due to death or Disability, or (2) if the Participant is then or was at the time of a Change of Control (as defined below)a Section 16 Participant, the Executive may terminate the Term upon notice to the Companyby such Section 16 Participant for Good Reason, effective as set forth in such notice if at any time, each case within twenty-four (24) months following the date of two years after a Change of Control, any other event constituting Good Reason hereunder continues for more than ten unvested portion of this Award (10or the replacement award) days after shall immediately become vested in full. Upon termination of the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder Participant’s Employment following an event constituting such a Change in Control due to Retirement, the provisions of Control Section 4(c) shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Eventapply. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) To the commencement of any tender extent the Survivor does not assume the PUs or exchange offer or similar transaction for or involving the Company's securities, which, issue replacement awards as provided in the case of any transaction of the type described by clause (i) or (ii), if consummatedthen, could result in a immediately prior to the date of the Change of Control, all restricted stock, stock option and performance share awards made to the Executive Target PUs (or Actual Achieved PUs if the Change of Control occurs after the end of the Performance Period) shall become automatically immediately and fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreementvested. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:

Change of Control. (a) Upon Notwithstanding any other provision contained herein, the Employee's Initial Options and other options issued under the Company's share option plans that are not then exercisable shall become exercisable (and be deemed to be vested) on the date on which a Change of Control (as defined below)) of the Company occurs. In addition, the Executive may terminate the Term upon notice to restricted Common Shares granted under any other of the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting 's share option plans shall immediately vest upon a Change of Control shall not preclude Executive from exercising such rights following of the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control EventCompany. (b) Upon If (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any employment of the Company's principal stockholdersEmployee is terminated by the Company (or successor thereto) which contemplates a transaction, without Serious Cause or (ii) the commencement Employee terminates employment with the Company (or successor thereto) for Good Reason, in each case within the period commencing on the date that a Change of any tender or exchange offer or similar transaction for or involving Control is formally proposed to the Company's securitiesBoard of Directors and ending on the first anniversary of the date on which such Change of Control occurs, whichthen the Employee shall be entitled to receive (in lieu of the benefits described in Section 11): (1) any accrued but unpaid salary, in (2) a lump sum payment equal to two times such Employee's annual base salary as of the case date of termination, (3) any accrued but unpaid bonus from a prior fiscal year, (4) reimbursement of business expenses incurred prior to the date of termination, (5) travel and housing allowances under Section 9 for one year following the date of termination, (6) reasonable relocation expenses from Bermuda to the United Kingdom, together with (7) a gross up of any transaction excise taxes payable by the Employee by reason of such payments occurring in connection with a Change of Control. The Employee shall not be entitled to any benefits or other entitlements under this section unless a Change of Control actually occurs. (c) A "Change of Control" of the type Company shall be deemed to have occurred if, following consummation of the IPO (i) any "person" as such term is defined in Section 3(a)(9) and as used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), excluding the Company or any of its subsidiaries, a trustee or any fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, an underwriter temporarily holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly, by shareholders of the Company in substantially the same proportion as their ownership of the Company, is or becomes the "beneficial owner" (as defined in rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company's then outstanding securities ("Voting Securities"); (ii) during any period of not more than two years, individuals who constitute the Board of Directors of the Company (the "Board") as of the beginning of the period and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described by in clause (i) or (ii), if consummated, could result in iii) of this sentence) whose election by the Board or nomination for election by the Company's shareholders was approved by a Change vote of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit at least two-thirds (2/3) of the contemplated transaction with respect directors then still in office who either were directors at such time or whose election or nomination for election was previously so approved, cease for any reason to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rightsconstitute a majority thereof; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement.(iii) the (cd) For purposes The provisions of this Agreement, Section 12 shall only apply following the term "Change consummation of Control" shall mean the happening of any of the following:an IPO.

Change of Control. (a) Upon a Change of Control (as defined below)Notwithstanding any other provision contained herein, the Executive may terminate the Term upon notice to Employee's Initial Options and other options issued under the Company, effective as set forth in such notice if at any time, within twenty-four 's share option plans that are not then exercisable shall become exercisable (24and be deemed to be vested) months following on the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event.on which a (b) Upon If (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any employment of the Company's principal stockholdersEmployee is terminated by the Company (or successor thereto) which contemplates a transaction, without Serious Cause or (ii) the commencement Employee terminates employment with the Company (or successor thereto) for Good Reason, in each case within the period commencing on the date that a Change of any tender or exchange offer or similar transaction for or involving Control is formally proposed to the Company's securitiesBoard of Directors and ending on the first anniversary of the date on which such Change of Control occurs, whichthen the Employee shall be entitled to receive within 30 days of such termination (in lieu of the benefits described in Section 11): (1) any accrued but unpaid salary, in (2) a lump sum payment equal to two times such Employee's annual base salary as of the case date of termination, (3) any accrued but unpaid bonus from a prior fiscal year, (4) reimbursement of business expenses incurred prior to the date of termination, (5) travel and housing allowances under Section 9 for one year following the date of termination, (6) reasonable relocation expenses from Bermuda to the United States, together with (7) a gross up of any transaction excise taxes payable by the Employee by reason of such payments occurring in connection with a Change of Control. The Employee shall not be entitled to any benefits or other entitlements under this section unless a Change of Control actually occurs. (c) A "Change of Control" of the type Company shall be deemed to have occurred if, following consummation of the IPO (i) any "person" as such term is defined in Section 3(a)(9) and as used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), excluding the Company or any of its subsidiaries, a trustee or any fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, an underwriter temporarily holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly, by shareholders of the Company in substantially the same proportion as their ownership of the Company, is or becomes the "beneficial owner" (as defined in rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company's then outstanding securities ("Voting Securities"); (ii) during any period of not more than two years, individuals who constitute the Board of Directors of the Company (the "Board") as of the beginning of the period and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described by in clause (i) or (ii)iii) of this sentence) whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at such time or whose election or nomination for election was previously so approved, if consummatedcease for any reason to constitute a majority thereof; (iii) the shareholders of the Company approve a merger, could consolidation or reorganization or a court of competent jurisdiction approves a scheme of arrangement of the Company, other than a merger, consolidation, reorganization or scheme of arrangement which would result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit Voting Securities of the contemplated transaction with respect Company outstanding immediately prior thereto continuing to all restricted stockrepresent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 40% of the combined voting power of the Voting Securities of the Company or such surviving entity outstanding immediately after such merger, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; providedconsolidation, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement.reorganization or (cd) For purposes The provisions of this Agreement, Section 12 shall only apply following the term "Change consummation of Control" shall mean the happening of any of the following:an IPO.

Change of Control. Attached to this Agreement as Annex A is a copy of an Employment Agreement dated as December 22, 2008 between Parent Corporation and ▇▇▇▇▇▇▇▇▇ (a) the “Amended Employment Agreement”). Upon a Change of Control the Effective Date (as defined below)in the Amended Employment Agreement) during the term of ▇▇▇▇▇▇▇▇▇’▇ employment with Employer, the Executive may terminate Amended Employment Agreement shall become effective with (notwithstanding the Term upon notice provisions of the Amended Employment Agreement to the Company, effective as set forth in such notice if at any time, within twenty-four (24contrary) months the following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon modifications: (i) the execution “Change of a definitive agreement Control Period” as defined in the Amended Employment Agreement shall not terminate prior to the end of the term of this Agreement; (ii) the term thereof (referred to therein as the “Employment Period”) shall be the greater of three years, as provided therein, or the then remaining term of this Agreement; (iii) Paragraphs 3 and 5 and subparagraph 10(g) of this Agreement shall remain in full force and effect; (iv) clause (B) of Section 4(a)(i) and all of Section 4(b)(i) (except for the last sentence thereof) of the Amended Employment Agreement shall be of no force or effect, all direct or indirect references in the Amended Employment Agreement to Annual Base Salary or base salary (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholdersreferences to Section 4(b) which contemplates a transaction, or in clause (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction Section 5(c) of the type described by clause (iAmended Employment Agreement) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to refer to the vesting schedules Annual Base Compensation described and determined and computed in effect at accordance with Paragraph 5 hereof and the time reference in clause (iii) of execution of such definitive agreement. (cSection 5(c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:Amended Employment Agreement shall be deemed a reference to Paragraph 3 hereof; and (v) termination of employment on account of the death or disability of ▇▇▇▇▇▇▇▇▇ as provided in subparagraphs 10(c) and 10(d) hereof, respectively, shall remain in full force and effect and the provisions of the Amended Employment Agreement dealing with termination of employment on account of ▇▇▇▇▇▇▇▇▇’▇ death or disability and the effects thereof shall be of no force or effect. In all other respects the terms of the Amended Employment Agreement will thereafter govern the employment of ▇▇▇▇▇▇▇▇▇, and subparagraphs 10(a), 10(b) and 10(f) hereof shall be of no further force or effect (except to the extent subparagraph 10(b) is incorporated into subparagraph 10(c) and 10(d) for determining amounts payable or benefits to be provided pursuant to subparagraph 10(c) and 10(d)).

Change of Control. (a%3)Except as otherwise determined by the Company as set forth in Section 3(b)(i)(B) Upon hereof, in the event that a Change of Control (as defined below)occurs while the Participant is employed by the Company or any Subsidiary, the Executive may terminate Participant shall immediately become fully vested and nonforfeitable upon the Term upon notice Change of Control in the PRSUs, with the number of Shares that will be delivered equal to the Companygreater of target performance and actual performance as determined by the Committee in its reasonable discretion as of the most recent practicable date prior to the Change of Control. (A) Notwithstanding Section 3(b)(i)(A) hereof, effective as set forth if in such notice if at any time, within twenty-four (24) months following the date event of a Change of Control the Company determines that the successor company shall assume or substitute the PRSUs as of the date of the Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after then the Executive delivers notice thereof vesting of the PRSUs that are assumed or substituted shall not be so accelerated as a result of such Change of Control; provided, however, that, if the PRSUs are so assumed or substituted, the PRSUs shall no longer be subject to the CompanyPerformance Goal and, instead a number of PRSUs shall convert to service-based restricted stock units as of the Change of Control based on the greater of target performance and actual performance as determined by the Committee in its reasonable discretion as of the most recent practicable date prior to the Change of Control. The failure For this purpose, the PRSUs shall be considered assumed or substituted only if (1) the PRSUs that are assumed or substituted vest at the times that such PRSUs would vest pursuant to this Agreement (based solely on continued service) and (2) immediately following the Change of Executive Control, the PRSUs confer the right to exercise his rights hereunder following an event receive for each unvested PRSU held immediately prior to the Change of Control, the consideration (whether stock, cash or other securities or property) received by holders of Shares in the transaction constituting a Change of Control shall not preclude Executive from exercising for each Share held on the effective date of such rights following transaction (and if holders were offered a choice of consideration, the occurrence type of consideration chosen by the holders of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any majority of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (iioutstanding Shares), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, that if such consideration received in the transaction constituting a Change of Control is not solely common stock of the successor company or its parent or subsidiary, the Company may provide that the consideration to be received upon the vesting of any PRSU will be solely common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per share consideration received by holders of Shares in the transaction constituting a Change of Control. The determinations of (1) whether the PRSUs shall be assumed or substituted in accordance with this Section 3(b)(i)(B) or shall accelerate vesting in accordance with Section 3(b)(i)(A) hereof and (2) in the event the transaction contemplated that this Section 3(b)(i)(B) is applicable, such substantial equality of value of consideration shall be made by the definitive agreement Committee in its sole discretion and its determinations shall be conclusive and binding. The award resulting from the assumption or substitution of the PRSUs by the successor company shall, except as otherwise provided in this Section 3(b), continue to vest after the Change of Control transaction based solely on the Participant’s continued employment with the successor company and its affiliates through the Determination Date, and shall be referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to hereafter as the vesting schedules in effect at the time of execution of such definitive agreement“Acquirer RSUs”. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:

Change of Control. (a) Upon If a Change of Control (as defined below), the Executive may terminate the Term upon notice to the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement. (c) For purposes of this Agreement, the term "Change of Control" shall mean (as that term is defined in that certain Indenture dated as of March 3, 1993, by and between the happening Company and United States Trust Company of New York, as trustee, in connection with the Company's 9 3/4% Senior Notes due 2003) occurs during the Employment Period and, as a result of such Change of Control, this Agreement or the Employee's employment is terminated for any reason, or the Employee resigns his employment because any of the followingEmployee's position, powers, duties or responsibilities under Section 2 above are changed without his agreement, or any compensation or benefit payable or otherwise extended to the Employee hereunder (including without limitation Salary, incentive bonus, expenses, fringe benefits and automobile set forth in Section 3 above) is eliminated or reduced, the Company or its successor in interest shall: (i) give prompt notice to the Employee of any such termination, change, elimination or reduction; (ii) within thirty (30) days after the Termination Date, pay to the Employee (or in the event of the Employee's subsequent death, such person as the Employee shall have designated in a notice filed with the Company, or, if no such person shall have been designated, to his estate) a lump sum amount equal to the Employee's Salary in effect as of the Termination Date, which lump sum amount shall not be pro-rated and shall be paid in addition to the Salary due and payable under (iii) below; (iii) until the Expiration Date, continue to pay to the Employee (or in the event of the Employee's subsequent death, such person as the Employee shall have designated in a notice filed with the Company, or, if no such person shall have been designated, to his estate) his Salary (in effect as of the date of the Change of Control), and to extend to him the incentive bonus, expenses, fringe benefits and automobile set forth in Section 3 above. The obligations of the Company pursuant to this Section 4 (e) shall survive any termination of this Agreement or the Employee's employment or any resignation of such employment by the Employee pursuant to this Section 4(e).

Change of Control. (a) Upon a Change of Control (as defined below)Notwithstanding the foregoing, in the Executive may terminate the Term upon notice to the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following the date event of a Change of Control: (i) If the purchaser, any other event constituting Good Reason hereunder continues for more than ten successor or surviving entity (10or parent thereof) days in the Change of Control (the “Survivor”) agrees to assume the PUs or replace the PUs with the same type of award with similar terms and conditions, then the following terms and conditions shall apply: (A) If the Change of Control occurs prior to the end of the Performance Period, the Performance Goals shall be deemed to have been satisfied at the target level, regardless of actual performance prior to or after the Executive delivers notice thereof Change of Control, such that only the Target PUs remain available for vesting under this Award. If the Change of Control occurs after the end of the Performance Period, then the Actual Achieved PUs will remain available for vesting under this Award. (B) Each PU determined under clause (A) above that is assumed by the Survivor shall be appropriately adjusted, immediately after the Change of Control, to apply to the Company. The failure number and class of Executive securities which would have been issuable to exercise his rights hereunder the Participant upon the consummation of the Change of Control had the PUs been actual shares immediately prior to such Change of Control. (C) Upon termination of the Participant’s Employment following an event constituting such Change of Control (1) by the Company or its Affiliates without Cause, or due to Participant’s death or Disability, or (2) if the Participant is then or was at the time of a Change of Control shall not preclude Executive from exercising a Section 16 Participant, by such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction Section 16 Participant for or involving the Company's securities, whichGood Reason, in each case within two years after the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made any unvested portion of this Award (or the replacement award) shall immediately become vested in full (subject to the Executive shall become automatically fully vested and exercisable in order any delay required pursuant to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit Section 19 of the contemplated transaction with respect Plan). Upon termination of the Participant’s Employment following a Change of Control due to all restricted stockRetirement, stock option and performance share awards then held by him. Such restricted stock options and performance share awards the provisions of Section 4(c) shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreementapply. (cii) For purposes To the extent the Survivor does not assume the PUs or issue replacement awards as provided in clause (i), then, immediately prior to the date of this Agreement, the term "Change of Control" , the Target PUs or Actual Achieved PUs, as applicable (determined in the manner set forth in clause 4(c)(i)(A) above), shall mean the happening of any of the following:become immediately and fully vested.

Change of Control. (a) Upon If Executive's employment is terminated within one year after a Change of Control (as defined below), either by the Company without Cause or by Executive for Good Reason, Executive shall be paid, within 10 days after such termination, a lump sum, in cash, equal to (i) 24 months' base salary as then in effect, plus (ii) two times the average of the bonuses, if any, earned by Executive in the three Fiscal Years preceding the date of termination. In addition, Executive shall be entitled to any amounts to which Executive may terminate be entitled pursuant to the Term plans, policies and practices of, or benefits provided by, the Company as then in effect. Except as provided in this Section 16(e), upon notice a termination of employment pursuant to this paragraph, all other benefits under this Agreement (except life insurance under Section 8(b), medical insurance under Section 9(b), indemnification under Section 19 and reimbursement of legal fees and expenses under Section 26(g)) shall lapse, expire and be forfeited. Anything to the contrary herein notwithstanding, if any payments pursuant to this Section 16(e), when added to any other amounts paid or payable under this Agreement, any other agreement between Executive and the Company (including pursuant to any stock or stock option agreements) or any other plan, practice, policy, program or arrangement of the Company, effective would be a "parachute payment" as set forth defined in section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), all such notice if at any time, within twenty-four (24) months following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof payments and/or benefits shall be limited to the Company. The failure largest portion of Executive to exercise his rights hereunder following an event constituting such payments and benefits as can cumulatively be paid without the total of such payments being deemed a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-upparachute payment," or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event Company shall obtain shareholder approval of this Agreement and the transaction contemplated by new option grant on or before the definitive agreement referred closing date of the Transaction and thereafter use its best efforts to above is not consummated and such definitive agreement is terminated, obtain shareholder approval of all accelerated restricted stock, stock options and awards shall payments that would be deemed restored to "parachute payments" in each case in accordance with the vesting schedules in effect at the time shareholder approval requirements of execution of such definitive agreement. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:Code Section 280(G)(b)

Change of Control. (a53.1 The Supplier shall provide written notice to the Authority within 15 Working Days of any Change of Control of the Supplier [or the Parent Company] taking place. [Template Note: Parent Company wording needed only if the Supplier is required to procure a Guarantee in relation to a particular Call Off Contract] 53.2 Subject to Clauses 53.4 and 53.5, the Authority shall be entitled to terminate this Contract in accordance with Clause 61.1.1(b) Upon where there is a Change of Control to which the Authority objects, except where the Authority has given its prior written consent to the particular Change of Control (as defined belowsuch consent not to be unreasonably withheld or delayed), the Executive may terminate the Term upon notice to the Company, effective which subsequently takes place as set forth in such notice if proposed. 53.3 [If at any timetime the Guarantor ceases to be the Parent Company of the Supplier, following a change of Control of the Supplier or the Parent Company itself, the Supplier shall, within twenty-four 20 days of the request by the Authority procure that a replacement Guarantee substantially in the form set out in Schedule 7 (24Form of Guarantee) months following is executed by the date of Supplier's new Parent Company.] [Template Note: Clause needed only if the Supplier is required to procure a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after Guarantee in relation to a particular Call Off Contract] 53.4 The non exhaustive grounds upon which the Executive delivers notice thereof Authority may object to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall are: 53.4.1 it would mean the Authority would contract with an entity which: (a) the Authority would not preclude Executive from exercising such rights following have contracted with at the occurrence of a subsequent Change of Control eventEffective Date (for example, even if related to a prior Change of Control Event.where the entity would not have met the ITT evaluation criteria); (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made has materially failed to deliver services to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored Authority to the vesting schedules standards required in effect at any contract with the time of execution of such definitive agreement.Authority or any other Local Body; and/or (c) For purposes takes a stance on matters relating to corporate social responsibility (including environmental sustainability) which is inconsistent with the policies of this Agreement, the term "UK government; and/or 53.4.2 the Change of Control" shall mean Control might or would adversely affect or prejudice: (a) national security or the happening level of any threat of criminal activity; and/or (b) the operations, reputation or good standing of the following:Authority. 53.5 The Authority's right to terminate this Contract under Clause 53.2 shall expire if not exercised within six (6) months of the date of written notice to the Authority by the Supplier pursuant to Clause 53.2.

Change of Control. (a) Upon a Change of Control (as defined below)Notwithstanding any other provision contained herein, the Executive may terminate the Term upon notice to Employee's Initial Options and other options issued under the Company, effective as set forth in such notice if at any time, within twenty-four 's share option plans that are not then exercisable shall become exercisable (24and be deemed to be vested) months following on the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event.on which a (b) Upon If (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any employment of the Company's principal stockholdersEmployee is terminated by the Company (or successor thereto) which contemplates a transaction, without Serious Cause or (ii) the commencement Employee terminates employment with the Company (or successor thereto) for Good Reason, in each case within the period commencing on the date that a Change of any tender or exchange offer or similar transaction for or involving Control is formally proposed to the Company's securitiesBoard of Directors and ending on the first anniversary of the date on which such Change of Control occurs, whichthen the Employee shall be entitled to receive (in lieu of the benefits described in Section 11): (1) any accrued but unpaid salary, in (2) a lump sum payment equal to two times such Employee's annual base salary as of the case date of termination, (3) any accrued but unpaid bonus from a prior fiscal year, (4) reimbursement of business expenses incurred prior to the date of termination, (5) travel and housing allowances under Section 9 for one year following the date of termination, (6) reasonable relocation expenses from England to the United States, together with (7) a gross up of any transaction excise taxes payable by the Employee by reason of such payments occurring in connection with a Change of Control. The Employee shall not be entitled to any benefits or other entitlements under this section unless a Change of Control actually occurs. (c) A "Change of Control" of the type Company shall be deemed to have occurred if, following consummation of the IPO (i) any "person" as such term is defined in Section 3(a)(9) and as used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), excluding the Company or any of its subsidiaries, a trustee or any fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, an underwriter temporarily holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly, by shareholders of the Company in substantially the same proportion as their ownership of the Company, is or becomes the "beneficial owner" (as defined in rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company's then outstanding securities ("Voting Securities"); (ii) during any period of not more than two years, individuals who constitute the Board of Directors of the Company (the "Board") as of the beginning of the period and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described by in clause (i) or (ii)iii) of this sentence) whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at such time or whose election or nomination for election was previously so approved, if consummatedcease for any reason to constitute a majority thereof; (iii) the shareholders of the Company approve a merger, could consolidation or reorganization or a court of competent jurisdiction approves a scheme of arrangement of the Company, other than a merger, consolidation, reorganization or scheme of arrangement which would result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit Voting Securities of the contemplated transaction with respect Company outstanding immediately prior thereto continuing to all restricted stockrepresent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 40% of the combined voting power of the Voting Securities of the Company or such surviving entity outstanding immediately after such merger, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; providedconsolidation, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement.reorganization or (cd) For purposes The provisions of this Agreement, Section 12 shall only apply following the term "Change consummation of Control" shall mean the happening of any of the following:an IPO.

Change of Control. (a) Upon Notwithstanding Section 6 above, the following provisions shall apply to the Awards in the event of a Change of Control (as defined below), the Executive may terminate the Term upon notice prior to the Company, effective as set forth in such notice if at any time, within twenty-four end of the Performance Period‎: (24a) months following In the date event of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten the surviving or successor entity (10or its parent corporation) days after may continue, assume or replace the Executive delivers notice thereof to PSUs outstanding as of the Company. The failure Date of Executive to exercise his rights hereunder following an event constituting a the Change of Control on substantially the same terms and conditions (with such adjustments as may be required or permitted by Section 4.6 of the Plan), and such PSUs or replacements therefor shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control eventremain outstanding and be governed by their respective terms, even if related subject to a prior Change of Control EventSections 8 (c) and (d) below. (b) Upon If and to the extent that the outstanding PSUs are not continued, assumed or replaced in connection with a Change of Control, then all unvested PSUs will become immediately vested and non-forfeitable and payable at the actual performance, determined on the closing date for the Change of Control. (c) If and to the extent that the Awards (i) the execution are not continued, assumed or replaced in connection with a Change of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transactionControl, or (ii) are (x) continued, assumed or replaced under the commencement circumstances described in Section 8(a) above, and (y) if within two years after the Change of any tender Control the Grantee experiences an involuntary termination of employment or exchange offer other service for reasons other than Cause or similar transaction for Grantee shall terminate employment with Good Reason, then all unvested PSUs shall be earned and payable at the target level of performance. (d) Notwithstanding whether the Awards are continued, assumed or involving the Company's securities, which, replaced in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in connection with a Change of Control, all restricted stock, stock option and performance share awards made to if the Executive Grantee experiences an involuntary termination of employment or other service for reasons other than Cause or Grantee shall become automatically fully vested and exercisable in order to provide terminate employment with Good Reason during the Executive with a reasonable time period to enable beginning on the Executive to obtain date an agreement is entered into by the economic benefit of the contemplated transaction Company with respect to all restricted stocka merger, stock option consolidation or similar transaction of the Company, which would constitute a Change of Control, and performance share awards the effective time of such merger, consolidation or similar transaction of the Company, then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in a pro rata portion of the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards PSUs shall be deemed restored earned and payable at the target level of performance. The fraction (subject to a maximum of one (1)) to be used to determine the pro rata vesting level for the PSUs shall have a numerator equal to the vesting schedules in effect at number of fiscal months elapsed between Award Date and the time date of execution the Change of such definitive agreementControl (rounded up to the nearest whole month), and the denominator of which shall be thirty-six (36). (ce) For The following definitions shall apply for purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the followingSection 8:

Change of Control. (a) Upon a Change If during the term of Control (as defined below)this Agreement, the Executive may terminate the Term upon notice to the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following the date of there shall occur a Change of Control, any other event constituting Employee may terminate his employment hereunder for Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (iias hereinafter defined), whereupon Employee shall be entitled to receive a payment equal to 2.99 times Employee’s average annual compensation paid by Company (including bonuses, if consummated, could result in a Change any) during the three years preceding the date of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rightstermination; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and that such definitive agreement is terminated, all accelerated restricted stock, stock options and awards payment shall be deemed restored reduced if and only to the vesting schedules in effect at extent necessary to avoid the time imposition of execution an exercise tax on such payment under Section 4999 of such definitive agreement. (c) the Internal Revenue Code of 1986, as amended. For purposes of this Agreement, the term "a (“Change of Control" ”) shall be deemed to have occurred on the first day on which Employee, other than by reason of termination of Employee’s employment “for cause” (as defined above), or employee’s death, disability or volitional act, ceases to serve as a member of Company’s Board of Directors. For the purposes of this Agreement, (“Good Reason”) shall mean the happening of any of the following:following (without Employee’s express prior written consent): (a) The assignment to Employee by Company of duties inconsistent with Employee’s then positions, duties, responsibilities, titles, or offices of any reduction in his duties or responsibilities, or any removal of Employee from or any failure to re-elect Employee to any such positions, except in connection with the termination of Employee’s employment for Cause, or disability (as described above) or as a result of Employee’s death or by termination of employment by Employee other than for Good Reason; (b) A relocation of Company’s principal executive offices to a location outside of South Florida or Company’s requiring Employee to be based anywhere other than within 50 miles of the location at which Employee on the date hereof performs Employee’s duties, except for required travel on Company’s business to an extent substantially consistent with Employee’s business travel obligations on the date hereof; (c) A failure by Company to continue in effect any benefit or compensation plan (including any pension, profit-sharing, bonus, life, medical, disability and other insurance and employee benefit plans and programs) in which Employee participates, or a failure to provide Employee with substantially similar benefits, or the taking of any actions by Company which would materially and adversely affect Employee’s participation in or reduce Employee’s benefits under any such plans; (d) The taking of any action by Company which would deprive Employee of any material fringe benefit enjoyed by Employee on the date hereof; or (e) The failure by Company to obtain the specific assumption of this Agreement by any successor or assignee of Company or any person acquiring substantially all of Company’s assets.

Change of Control. (aExcept under those circumstances described under Sections 8.3(b) Upon a Change of Control (as defined belowthrough 8.3(g), if, after the Executive Effective Date, a person or entity acquires AT&T or Vonage and the acquired Party continues to exist as a separate legal entity, this Agreement shall remain in effect and the acquired Party shall continue to retain the benefits and obligations of the licenses, covenants and releases set forth herein, as the case may terminate the Term upon notice be, but only to the Companyextent the assets of the acquired Party are being used for no more than the number of end user customers of the acquired Party existing immediately prior to the acquisition date, effective adjusted annually thereafter at a per annum rate equivalent to the rolling 12 month average per annum growth rate existing immediately prior to the acquisition date, but in no event less than 0% growth rate. Except under those circumstances described under Sections 8.3(b) through 8.3(g), if, after the Effective Date, a person or entity acquires AT&T or Vonage and the acquired Party does not continue to exist as a separate legal entity, or a person or entity acquires the business activities of a Party covered under the licenses, covenants and releases set forth herein, this Agreement shall continue in full force and effect and the acquirer shall succeed to the rights and obligations of the acquired Party or the Party previously owning the covered business, as the case may be, but only to the extent the acquired assets are being used for no more than the number of end user customers of the acquired Party or business, respectively, existing immediately prior to the acquisition date, adjusted annually thereafter at a per annum rate equivalent to the rolling 12 month average per annum growth rate immediately prior to the acquisition date, but in no event less than 0% growth rate. The foregoing change of control provisions are conditioned upon the Party involved in the acquisition notifying the other Party in writing of such notice if at any time, an acquisition event within twenty-four sixty (2460) days of it occurring and ensuring that the acquirer negotiates with the other Party in good faith within a period of twelve (12) months following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable acquisition in order to provide payment for and receive any licenses, covenants or releases under the Executive with a reasonable time period to enable patents owned and licensed by the Executive to obtain the economic benefit other Party hereunder for those end user customers in excess of the contemplated transaction with respect number of end user customers not otherwise covered by a license pursuant to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:.

Change of Control. (a) Upon a The parties agree that this Agreement will not automatically terminate upon any Change of Control (as defined below)of the Corporation. However, the Corporation and the Executive may acknowledge and agree that both the Corporation (or its successor) and the Executive shall have the right to terminate this Agreement within 90 days of the Term upon notice to the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following the date closing of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) on 30 days after the Executive delivers prior notice thereof to the Companyother party (prior to the expiry of the 90 day period). The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following If the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event.Executive's employment is so terminated: (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" Corporation shall pay to or voting agreement with any to the order of the CompanyExecutive the aggregate of the following amounts (less any deductions required by law): (A) if not theretofore paid, the Executive's principal stockholdersAnnual Salary for the then current fiscal year of the Corporation for the period to and including the Date of Termination; and (B) which contemplates a transaction, or an amount equal to the Annual Salary (to the extent the termination is by the Corporation the portion of the Annual Salary referred to in Section 1.3 (a)(ii) shall be deemed to be the targeted incentive compensation); (ii) all options held by the commencement Executive, whether then vested or not, shall immediately become exercisable (and shall remain exercisable as set forth in clause 3.1(c)(ii)) in the event that the Executive's employment is terminated by the Corporation (other than for Just Cause, Disability or Death) within one year following the completion of the transaction effecting the change of control of the Corporation as contemplated by this Section 3.1(d); (iii) the Corporation shall not seek in any way to amend the terms of any tender loans from the Corporation or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made its subsidiaries to the Executive Executive; (iv) the Corporation shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period the job relocation counselling services of the firm acceptable to enable the Corporation for an amount not to exceed $15,000; (v) if, at the Date of Termination, there were any memberships in any clubs, social or athletic organizations paid for by the Corporation that were for the regular use of the Executive at the Date of Termination, the Corporation will not take any action to obtain terminate such memberships but need not renew any such membership that expires; and (vi) the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards Corporation shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored pay to the vesting schedules in effect at Executive all outstanding and accrued vacation pay to the time Date of execution of such definitive agreement. Termination. Upon compliance with clauses (cd)(i) For purposes of this Agreementthrough (vi) above, the term "Change of Control" Corporation shall mean have no further obligations to the happening of Executive under this Agreement or otherwise and the Executive agrees that notwithstanding any of other provision contained herein, the following:Executive shall not have any right to commence any action for wrongful dismissal or termination.

Change of Control. For purposes of this Note, a “Change of Control” shall mean a consolidation or merger in which Maker (aor its wholly owned subsidiary) Upon is not the surviving corporation or which results in the acquisition of more than 50% of Maker’s outstanding voting equity securities by a single person or entity or by a group of persons and/or entities acting in concert, or the sale, exclusive license or transfer of all or substantially all of Maker’s assets (except that any transaction that is undertaken solely for the purpose of “reincorporating” Maker in another jurisdiction or which is meant solely to create a holding company structure for Maker shall not be a Change of Control Control). If this Note is still outstanding and unconverted, then at the closing of a Change of Control, Maker shall prepay this Note in an amount equal to the Adjusted Principal Amount multiplied by the Sale Multiple (as defined below). “Sale Multiple” shall mean, as applicable, (i) 1.1, if a Change of Control occurs within twelve (12) months after the Executive may terminate the Term upon notice to the CompanyFirst Closing Date; (ii) 1.5, effective as set forth in such notice if at any time, within a Change of Control occurs between twelve (12) months and twenty-four (24) months following after the date First Closing Date and (iii) 2.0, if a Change of Control occurs between twenty-four (24) months and thirty-six (36) months after the First Closing Date. Maker is required to provide written notice to the Holder of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten Control at least thirty (1030) days after the Executive delivers notice thereof prior to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stockwhich notice shall include a summary of the material terms, stock option and performance share awards made even if such summary is non-binding, of a proposed of Change of Control (the “Change of Control Notice”). If the consideration payable to the Executive Holder hereof in connection with any such transaction is in a form other than cash or marketable securities, then the value of such consideration shall become automatically fully vested and exercisable be determined in order to provide the Executive with a reasonable time period to enable Change of Control Notice in good faith by Maker’s Board of Directors on the Executive to obtain the economic benefit same basis as for every other stockholder of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rightsMaker; provided, however, that the Requisite Purchasers may, at their written election to Maker and at their cost, retain the services of an independent third party appraiser reasonably acceptable to Maker to appraise the value of such consideration, in which case the event the transaction contemplated by the definitive agreement referred to above is not consummated and determination of such definitive agreement is terminated, all accelerated restricted stock, stock options and awards appraiser shall be deemed restored final and binding for all purposes; provided further, however, that Maker may elect, at Maker’s option and at Maker’s cost, to retain the vesting schedules in effect at services of a second independent third party appraiser reasonably acceptable to Holder to appraise the time of execution value of such definitive agreement. (c) For purposes of this Agreementconsideration, in which case the term "Change of Control" shall mean the happening of any average of the following:determinations of the two appraisers shall be final and binding for all purposes.

Change of Control. During the portion of the Term ending on the third (3rd) year anniversary of the first NDA approval by the FDA (the “Initial Partner Restricted Period”), Partner agrees not to solicit or initiate a sale process with respect to a controlling interest of its equity or all, or substantially all, of its assets (each a “CoC Transaction”), without the prior written consent of Bioprojet, in Bioprojet’s sole discretion; provided that no such consent shall be required if Partner (or a successor corporate entity created for purposes of an initial public offering) undergoes an initial public offering of its equity (an “IPO”), in which case, Partner’s and its Affiliates’ senior executive management team will be subject to any normal and customary lock-up conditions (if any) to be agreed upon with the lead underwriter of the IPO. If Partner and its board of directors hire an investment banker with respect to or otherwise decide to explore, a CoC Transaction during the Initial Partner Restricted Period or the subsequent two (2) year period, Partner shall provide Bioprojet with prompt written notice thereof, together with the information reasonably requested by Bioprojet to assess such CoC Transaction, and grant Bioprojet a sixty (60) calendar day right of first offer with respect to the equity or assets contemplated to be sold in such CoC Transaction (the “Right of First Offer”). During such sixty (60) calendar day period (as may be extended by written agreement of the Parties), Partner shall exclusively negotiate with Bioprojet in good faith such CoC Transaction; provided; however, that such obligation to negotiate shall in no event be deemed to require Partner to consummate a CoC Transaction with Bioprojet on terms that Partner does not find reasonable in its sole discretion. After expiration of such sixty (60) calendar day Right of First Offer period, Bioprojet will be entitled to participate in any subsequent bidding process along with the other Third Party bidders and will be provided the same information as those Third Party bidders. If any such CoC Transaction is consummated with a Third Party(ies), Partner shall remain obligated with respect to all of its ongoing contractual obligations under this Agreement subsequent to the closing of such CoC Transaction. In addition, except (a) Upon a Change of Control (as defined below), the Executive may terminate the Term upon notice to the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction an IPO or (b) with the prior written consent of Bioprojet, in Bioprojet’s sole discretion, during the portion of the type described by clause Term ending on the fifth (i5th) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit year anniversary of the contemplated transaction with respect to all restricted stockfirst NDA approval by the FDA, stock option and performance share awards then held by him. Such restricted stock options and performance share awards ▇▇▇▇ ▇▇▇▇▇▇ shall become automatically exercisable and shall remain exercisable through their original terms with all rightsnot transfer or assign ownership of more than forty-nine percent (49%) of his equity interest (directly or indirectly) in Partner at Closing; provided, however, that, with respect to a CoC Transaction involving the sale of the equity of Partner, if (i) a buyer requires 100% equity ownership in Partner (including the event entire equity interests held by ▇▇▇▇ ▇▇▇▇▇▇) be included in such CoC Transaction and (ii) Partner’s board of directors determines that it has a fiduciary responsibility to cause the transaction contemplated sale of 100% of the equity in Partner in such CoC Transaction, then ▇▇▇▇ ▇▇▇▇▇▇ shall be permitted to sell his entire equity interests (direct or indirect) in Partner, provided that, in such case and only such case, Bioprojet shall then be entitled to a one-time, non-creditable, non-refundable payment of Fifteen Million ($15,000,000) USD by Partner upon the closing of such CoC Transaction. From and after the fifth (5th) year anniversary of the NDA approval by the definitive agreement referred FDA, ▇▇▇▇ ▇▇▇▇▇▇ shall have the right to above is not consummated sell his equity interest (either direct or indirect and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to in whole or in part) in Partner without Bioprojet’s consent or the vesting schedules in effect at the time of execution of such definitive agreementother restrictions set forth above. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:

Change of Control. (a) Upon In the event a Change of Control (as defined below)occurs while this Award is outstanding, then all the Executive may terminate Shares subject to this Award shall be converted into the Term upon notice right to receive for each such Share the same consideration per Common Share payable to the Company, effective as set forth other holders of such Common Shares in such notice if at any time, within twenty-four (24) months following consummation of the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof and such consideration, to the Company. The failure extent vested at the time of Executive to exercise his rights hereunder following an event constituting a the Change of Control or in accordance with the Vesting Schedule of this Agreement and the Plan, shall not preclude Executive from exercising such rights following be subsequently distributed on the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Eventapplicable Issuance Date. (b) Upon Notwithstanding subsection (ia) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii)above, if consummated, could result in a Participant’s employment or service with the Company is terminated by the Company without Cause within 24 months following the Change of Control, all restricted stockthen the Shares (or other consideration) subject to this Award, stock option and performance share awards made to the Executive extent outstanding, shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution as of such definitive agreementtermination of employment or service. (c) For purposes Notwithstanding subsection (a) above, if Participant’s employment or service with the Company ceases by reason of this AgreementParticipant’s death, Disability or Retirement following the term "Change of Control" , then the Shares (or other consideration) subject to this Award, to the extent outstanding, shall mean vest in accordance with Section 3(b). (d) This Agreement shall not in any way affect the happening of any right of the following:Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. (e) If this Award is not assumed, continued or substituted in connection with the Change of Control in accordance with the Plan, then the Shares issuable under this Award or other consideration payable with respect to such Shares in connection with the Change of Control shall be issued on the effective date of the Change of Control or as soon as administratively practicable thereafter, but in no event more than fifteen (15) business days after such effective date.

Change of Control. (a) Upon If a Change of Control (as defined below), the Executive may terminate the Term upon notice to the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement. (c) For purposes of this Agreement, the term "Change of Control" shall mean (as that term is defined in that certain Indenture dated as of March 3, 1993, by and between the happening Company and United States Trust Company of New York, as trustee, in connection with the Company's 8% Senior Notes due 2008) occurs during the Employment Period and, as a result of such Change of Control, this Agreement or the Employee's employment is terminated for any reason, or the Employee resigns his employment because any of the followingEmployee's position, powers, duties or responsibilities under Section 2 above are changed without his agreement, or any compensation or benefit payable or otherwise extended to the Employee hereunder (including without limitation Salary, incentive bonus, expenses, fringe benefits and automobile set forth in Section 3 above) is eliminated or reduced, the Company or its successor in interest shall: (i) give prompt notice to the Employee of any such termination, change, elimination or reduction; (ii) within thirty (30) days after the Termination Date, pay to the Employee (or in the event of the Employee's subsequent death, such person as the Employee shall have designated in a notice filed with the Company, or, if no such person shall have been designated, to his estate) a lump sum amount equal to the Employee's Salary in effect as of the Termination Date, which lump sum amount shall not be pro-rated and shall be paid in addition to the Salary due and payable under (iii) below; (iii) until the Expiration Date, continue to pay to the Employee (or in the event of the Employee's subsequent death, such person as the Employee shall have designated in a notice filed with the Company, or, if no such person shall have been designated, to his estate) his Salary (in effect as of the date of the Change of Control), and to extend to him the incentive bonus, expenses, fringe benefits and automobile set forth in Section 3 above. The obligations of the Company pursuant to this Section 4 (e) shall survive any termination of this Agreement or the Employee's employment or any resignation of such employment by the Employee pursuant to this Section 4(e).

Change of Control. (a) Upon The provisions of Section 6.1 and 6.2 hereof to the contrary notwithstanding, if (i) Executive is terminated by the Company without Cause or Executive resigns for CoC Good Reason (defined below) in either case during the period commencing on a Change of Control (as defined below) and ending on the second anniversary of the Change of Control (such two-year period being the “Protection Period” hereunder), the or (ii) Executive may terminate the Term upon notice to reasonably demonstrates that the Company’s termination of Executive’s employment (or event which, effective as set forth had it occurred following a Change of Control, would have constituted CoC Good Reason) prior to a Change of Control was at the request of a third party who was taking steps reasonably calculated to effect a Change of Control (or otherwise in such notice if at any time, within twenty-four (24) months following the date contemplation of a Change of Control) and a Change of Control actually occurs, (each a “Qualifying Termination”), then Executive shall be entitled to receive: (A) an amount in cash equal to the then-prevailing target amount of Executive’s Annual Bonus (“Target Bonus”) during the year of termination multiplied by a fraction, the numerator of which is the number of completed days (including the date of termination) during the year of termination and the denominator of which is 365, (B) an amount in cash equal to the sum of Executive’s annual Base Salary and annual Target Bonus, and (C) continuation of medical benefits until the first anniversary of the date of such termination upon the same terms as exist for Executive immediately prior to the termination date. Following any termination described in this Section 6.4, the Company shall continue to have all other event constituting Good Reason rights available hereunder continues for more than (including, without limitation, all rights under the Restrictive Covenants and any restrictive covenants set forth in any plan, award and agreement applicable to Executive, at law or in equity). Subject to the Executive’s execution of the Release described in Section 10.1, the amounts described in (A) and (B) shall be paid in a lump sum within ten (10) days after the Executive delivers notice thereof to the Companydate of termination. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control Such amounts or benefits shall not preclude be subject to mitigation or offset, except that medical benefits may be offset by comparable benefits obtained by Executive from exercising such rights following the occurrence of a in connection with subsequent Change of Control event, even if related to a prior Change of Control Eventemployment. (b) Upon (i) Anything set forth in any equity plan, equity award or any other provision of this Agreement between the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of Company and Executive to the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Controlcontrary notwithstanding, all restricted stock, stock option and performance share awards made of Executive’s outstanding equity grants that were awarded at or prior to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution the Change of such definitive agreementControl shall fully vest upon the occurrence of a Qualifying Termination. (c) The compensation and benefits described in Section 6.4(a) and 6.4(b) shall be in lieu of compensation and benefits provided otherwise for a termination under Section 6.2 of this Agreement and any other plan or agreement of the Company, whether adopted before or after the date hereof, which provides severance payments or benefits. (d) If it is determined that any amount, right or benefit paid or payable (or otherwise provided or to be provided) to Executive by the Company or any of its affiliates under this Agreement or any other plan, program or arrangement under which Executive participates or is a party (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), subject to the excise tax imposed by Section 4999 of the Code, as amended from time to time (the “Excise Tax”), then the amount of the Payments payable to the Executive under this Agreement shall be reduced (a “Reduction”) to the extent necessary so that no portion of such Payments payable to the Executive is subject to the Excise Tax. All determinations required to be made under this Section 6.4(d) and the assumptions to be utilized in arriving at such determination, shall be made by an independent, nationally recognized accounting firm mutually acceptable to the Company and the Executive (the “Auditor”); provided that in the event a Reduction is required, the Executive may determine which Payments shall be reduced in order to comply with the provisions of Section 6.4(d). The Auditor shall promptly provide detailed supporting calculations to both the Company and Executive following any determination that a Reduction is necessary. All fees and expenses of the Auditor shall be paid by the Company. All determinations made by the Auditor shall be binding upon the Company and the Executive. (e) For purposes of this Section 6.4 (and distinguished from a “Qualified Change of Control” provided under certain other circumstances under the Agreement), the term "“Change of Control" ” shall mean be deemed to have occurred upon the happening first to occur of any event set forth in any one of the following:following paragraphs of this Section 6.4(e):

Change of Control. In the event the Term of Employment is terminated by the Company without justifiable cause (aas defined herein), or Executive resigns with Good Reason (as defined herein), within one (1) Upon year after a Change of Control has occurred, Executive shall receive in full satisfaction of any obligation relating to Executive’s employment or the termination thereof an amount equal to the sum of two times the Executive’s Base Salary, and two times the Executive’s target Annual Incentive Bonus for the fiscal year in which the Change of Control occurs. The Company shall pay the amount required under the preceding sentence in a single payment thirty (as defined below), the Executive may terminate 30) days after termination of the Term of Employment, subject to and conditioned upon notice the Executive’s execution of the release required pursuant to paragraph 7(k) hereof and such release becoming irrevocable. For the Companypurposes of the foregoing, effective as Change of Control shall have the meaning set forth in such notice if at any time, within twenty-four Exhibit B hereto. Any payments made pursuant to this paragraph (24j) months following the date will be in lieu of a Change payments to which Executive might have been entitled under paragraph 7(e) of Control, this Agreement or under any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to severance plan of the Company. The failure payments under this Agreement shall be reduced if and to the extent necessary to avoid any payments or benefits to Executive being treated as “excess parachute payments” within the meaning of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control EventInternal Revenue Code Section 280G(b)(i). (b) Upon (i) All determinations relating to whether any payments otherwise required pursuant to this paragraph 7(j) need to be reduced shall be made by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or, at the execution of a definitive agreement (including, without limitationExecutive’s option, any "lock-up" other nationally or voting agreement with any regionally recognized firm of independent public accountants selected by the Executive and approved by the Company, which approval shall not be unreasonably withheld or delayed (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive within twenty (20) business days of the date of termination or such earlier time as is requested by the Company and an opinion to the Executive that he has substantial authority not to report any excise tax on his Federal income tax return with respect to any payments to be made hereunder. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. The Executive shall determine which and how much of the payments shall be eliminated or reduced consistent with the requirements of this paragraph 7(j), provided that, if the Executive does not make such determination within ten business days of the receipt of the calculations made by the Accounting Firm, the Company shall elect which and how much of the payments shall be eliminated or reduced consistent with the requirements of this paragraph 7(j) and shall notify the Executive promptly of such election. Notwithstanding the foregoing, if and to the extent necessary to avoid a violation of Section 409A of the Code, no amounts payable under any “nonqualified deferred compensation plan” subject to Section 409A of the Code shall be reduced until after all other payments have been reduced. Within five business days thereafter, the Company shall pay to or distribute to or for the benefit of the Executive such amounts as are then due to the Executive under this Agreement. All fees and expenses of the Accounting Firm incurred in connection with the determinations contemplated by this paragraph 7(j) shall be borne by the Company's principal stockholders) which contemplates a transaction, or . (ii) As a result of the commencement uncertainty in the application of any tender Section 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that payments will have been made by the Company which should not have been made (“Overpayment”) or exchange offer or similar transaction for or involving that additional payments which will not have been made by the Company's securities, whichCompany could have been made (“Underpayment”), in each case, consistent with the case calculations required to be made hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Executive which the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, any transaction such Overpayment paid or distributed by the Company to or for the benefit of the type described by clause (i) or (ii), if consummated, could result in Executive shall be treated for all purposes as a Change of Control, all restricted stock, stock option and performance share awards made loan ab initio to the Executive shall become automatically fully vested and exercisable in order to provide which the Executive shall repay to the Company together with a reasonable time period to enable interest at the Executive to obtain the economic benefit applicable federal rate provided for in Section 7872(f)(2) of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rightsCode; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and that no such definitive agreement is terminated, all accelerated restricted stock, stock options and awards loan shall be deemed restored to have been made and no amount shall be payable by the Executive to the vesting schedules in effect Company if and to the extent such deemed loan and payment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or other substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the time of execution of such definitive agreement. (capplicable federal rate provided for in Section 7872(f)(2) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:Code.

Change of Control. (a) Upon Notwithstanding the aforementioned terms and provisions of this Agreement, the Employee’s benefits under this Agreement shall be nonforfeitable in the even of a Change of in Control (as defined below)hereinafter defined) of the Company. For this purpose: (i) if the employment of the Employee shall terminate for any reason subsequent to a Change in Control (as hereinafter defined) of the Company prior to attaining his fifty-fifth (55th) birthday, the Executive may terminate Employee shall be entitled to monthly payments as calculated under Article II of this Agreement as if said Employee had died while still employed by the Term upon notice to the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following Company on the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event.said Employee’s termination; and (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) if the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction employment of the type described by clause (i) or (ii), if consummated, could result in Employee shall terminate for any reason subsequent to a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit Control (as hereinafter defined) of the contemplated transaction with respect Company on or after attaining his fifty-fifth (55th) birthday, the Employee shall be entitled to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rightsmonthly payments as calculated under Article IV of this Agreement as if said employee had retired while still an employee of the Company on the date of said Employee’s termination; provided, however, and (iii) in the event the transaction contemplated Employee shall die subsequent to a Change in Control (as hereinafter defined) of the Company while still employed by the definitive agreement referred Company prior to above is not consummated and attaining his fifty-fifth (55th) birthday, such definitive agreement is terminated, all accelerated restricted stock, stock options and awards beneficiaries as the Employee shall have selected under the provisions of Article VI of this Agreement shall be deemed restored entitled to the vesting schedules in effect at the time monthly payments as calculated under Article II of execution of such definitive agreement.this Agreement; and (civ) in the event the Employee shall die subsequent to a Change in Control (as hereinafter defined) of the Company while still employed by the Company on or after attaining his fifty-fifth (55th) birthday, such beneficiaries as the Employee shall have selected under the provisions of Article VI of this Agreement shall be entitled to the monthly payments as calculated under Article IV of this Agreement; and (v) in the event the Employee shall die while receiving any payments as described in this Article XXI, any amounts remaining unpaid shall be paid to such beneficiaries as the Employee shall have designated under the provisions of Article VI of this Agreement. For the purposes of this Agreement, a Change in Control of the term "Change Company shall be deemed to have occurred if: (i) there shall be consummated any consolidation or merger of Control" the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Common Stock of the Company would be converted into cash, other securities or other property, or 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, except for any consolidation or merger or sale, lease, exchange or other transfer of assets in which: (a) the stockholders of the Company immediately prior to the consolidation, merger or transfer have the same proportionate ownership in the stock entitled to vote generally for the election of directors of the consolidated, surviving or transferee corporation immediately after the transaction; or (b) the transaction is entirely among the Company and any subsidiary; (ii) the stockholders of the Company approve any plans or proposals for the liquidation or dissolution of the Company; (iii) there is a change in the Board of Directors of the Company as a result of an election contest following a solicitation of proxies subject to Rule 14a-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); or (iv) any Person (as hereinafter defined), shall mean become directly or indirectly, the happening Owner or Beneficial Owner (as hereinafter defined) of 20% or more of the stock entitled to vote generally for the election of directors of the Company, or any successor of the Company pursuant to a transaction described in (i) above. For the purposes of determining proportionate or percentage ownership of any stock referred to in the foregoing definition, all options, warrants and other rights to purchase or otherwise acquire any such stock shall be treated as if such options, warrants and other rights had been fully exercised and such stock issued to the holders of such rights immediately prior to the time at which such proportionate or percentage ownership is determined. For purposes of the following:foregoing definition, “Person” means any person, as such term is used in Section 13(d) and 14(d)(2) of the Exchange Act and “Owner or Beneficial Owner” means any owner or beneficial owner within the meaning of Rule 13d-3 under the Exchange Act.

Change of Control. (a) Upon Notwithstanding any other provisions of this Agreement, Company agrees that in the event a Change of Control (as defined belowhereinafter defined) occurs and Employee leaves the employment of Company and the combined entity for whatever reason (other than (i) termination for Cause, (ii) death, (iii) permanent disability as described in Section 9 hereof or (iv) by Employee for any reason other than Good Reason): (a) If the termination occurs within twelve months after a Change of Control, Company shall pay the Employee in a single lump sum within ten (10) days of the termination an amount equal to two (2) times the sum of (i) his annual Salary and (ii) the product of: (x) his annual Salary and (y) the highest bonus award percentage applicable to the Employee during the three years preceding the year in which the termination takes place. The six (6) month notice requirement prior to the effective date of termination pursuant to Sections 8(b) and 8(c) shall continue to be applicable following a Change of Control. To the extent the Company gives less than six (6) months notice (other than in the case of a termination for Cause), the Executive may terminate Company shall pay the Term upon Employee his or her Salary for the amount of time by which the actual notice given is less than six (6) months. (b) To the extent eligible, Employee shall continue to be covered by all noncash benefit plans of Company (including, but not limited to, the Companymedical and dental plans and the special disability policy for officers), effective as set forth except for the retirement plans or retirement programs in such notice if at which Employee participates or any time, within twenty-four (24) months following successor plans or programs in effect on the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after 24 months thereafter; provided, however, that if during such time period Employee should enter into the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence employment of a subsequent Change competitor of Control eventCompany, even if related participation in such noncash benefit plans would cease. In the event Employee is ineligible under the terms of such plans to a prior Change of Control Eventcontinue to be so covered, Company shall use its best efforts to provide substantially equivalent coverage through other sources. If Company is unable to provide substantially equivalent coverage through other sources, then Company shall pay in cash to Employee the amount Company would have had to expend to provide such coverage assuming standard risk. (bc) Upon Employee’s payments received hereunder shall be considered severance pay in consideration of past service, and pay in consideration of continued service from June 3, 2002 and entitlement thereto shall not be governed by any duty to mitigate damages by seeking further employment nor offset by any compensation which may be received from future employment. (id) The specific arrangements referred to above are not intended to exclude Employee’s participation in other benefits available to executive personnel generally or to preclude other compensation or benefits as may be authorized by the execution Board of Directors of the Company from time to time, or as a definitive agreement result of the Change of Control. (e) This Section shall be binding upon and shall inure to the benefit of the respective successors, assigns, legal representatives and heirs to the parties hereto. (f) For the purpose of this Agreement, a “Change of Control” shall mean: a merger, consolidation, or reorganization of Company with one or more other entities in which Company is not the surviving entity, a sale of substantially all of the assets of Company to another entity, or any transaction (including, without limitation, a merger or reorganization in which Company is the surviving entity) that results in any "lock-up" person or entity (or persons or entities acting as a group or otherwise in concert) becoming the beneficial owner of fifty percent (50%) or more of the combined voting agreement with any power of all classes of securities of Company or obtaining (through stock ownership, proxies, or otherwise) the right to elect a majority of the Board of Directors of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:

Change of Control. (a) Upon a Change of Control (as defined below), the Executive may terminate the Term upon notice to the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:

Change of Control. (a) Upon In the event of a Change change in control of Control Employer required to be reported under Item 6(e) of Schedule 14A of Regulation 14A of the Securities Exchange Act of 1934: (as defined below), the Executive i) Employer may terminate the Term Employee's employment only upon notice to the Company, effective conclusive evidence of substantial and indisputable intentional personal malfeasance in office such as set forth in such notice if a conviction for embezzlement of Employer's funds; and (ii) Employee may terminate his employment at any timetime if there is a change in his general area of responsibility, within twenty-four (24) months following the date title or place of a Change of Controlemployment, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise or if his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Eventsalary or benefits are lessened or diminished. (b) Upon Following a change of control of Employer, any termination of Employee's employment either by Employee pursuant to Section 13(a)(ii) or by Employer under any circumstances other than involving conclusive evidence of substantial and indisputable intentional personal malfeasance in office, then: (i) Employee shall be promptly paid a lump sum payment equal to one times his current annual base salary plus one times the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or most recent annual bonus paid to him; (ii) Employee shall become 100% vested in all benefit plans in which he participates including but not limited to the commencement of any tender or exchange offer or similar transaction for or involving Standex Retirement Savings Plan, the Company's securities, which, in the case of any transaction Management Savings Program portion of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, Standex Annual Incentive Program and all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards units granted under the Standex Long Term Incentive Program and any other stock option plans of the Employer; (iii) One year of benefit service shall become automatically exercisable be added to the years of service credited to Employee under the Standex Retirement Plan; (iv) The salary and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards bonus paid under Section 13(b)(i) shall be deemed restored to the vesting schedules in effect Employee's compensation during such one additional year for purposes of the computation of his pension under the Standex Retirement Plan; and (v) All life insurance and medical plan benefits covering the Employee and his dependents shall be continued at the time expense of execution of Employer for the one-year period following such definitive agreement. (c) For purposes of this Agreement, termination as if the term "Change of Control" shall mean the happening of any Employee were still an employee of the following:Employer.

Change of Control. (a) Upon After a Change of Control (as defined below), the Executive may terminate the Term upon notice to the Company, effective as set forth in such notice herein, if at any time, within twenty-four (24) months following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure subsequently suffers a Termination of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control eventEmployment, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (includingvoluntary or involuntary, without limitationexcept for cause, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to then the Executive shall become automatically fully vested and exercisable be entitled to receive the benefits in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic Paragraph V. Said benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to based on the vesting schedules in effect Executive’s salary bonus, and deferred compensation at the time of execution said termination, reduced by the factors set forth in said Paragraph V. Said benefit shall commence thirty (30) days following said termination of such definitive agreementemployment. (cA) For purposes of this Agreement, the term "a Change of Control" Control shall mean mean: 1. The acquisition by any one or more individuals, entities or groups (within the happening meaning of any Section 13(d)(3) or 14(d)(2) of the following:Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of either (i) the then outstanding shares of common stock of the Holding Company (the then outstanding shares of common stock of the Holding Company (the “Outstanding Holding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Holding Company entitled to vote generally in the election of directors (the “Outstanding Holding Company Voting Securities”). Irrespective of the foregoing, however, any transfer made as the result of the death of a shareholder whereby said shares pass to a beneficiary as designated under the shareholder’s duly probated Last Will and Testament, or as a result of intestacy should the deceased shareholder not have a duly probated Last Will and Testament, or by joint tenancy should the shares be owned by the deceased shareholder jointly with a spouse, or deceased shareholder’s issue, shall not be deemed to be a transfer for purposes of determining a change of control as set forth in this section. In addition, any transfer made by a shareholder which has been consented to by the Executive within thirty (30) days of said transfer, or which occurred more than three (3) years previously, shall be excluded from any computation of Change of Control under the provisions of this section. Any such transfer by death or approved transfer by Executive is hereinafter referred to as an “Exempt Transfer”; or 2. Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Holding Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms as used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board; or 3. Approval by the shareholders of the Holding Company of a reorganization, merger or. consolidation, in each case, unless, following such reorganization, merger or consolidation, (i) more than 65% of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Holding Company Common Stock and the Outstanding Holding Company Voting Securities immediately prior to such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation of the Outstanding Holding Company Common Stock and Outstanding Holding Company Voting Securities, as the case may be (excepting the exempt transfers noted in (1) above, (ii) no Person (excluding the Holding Company, any employee benefit plan (or related trust) of the Holding Company, or such corporation resulting from such reorganization, merger or consolidation, and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, 35% or more of the Outstanding Holding Company Common Stock or Outstanding Holding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 35% or more of, respectively, of the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidations; or 4. Approval by the shareholders of the Holding Company of (i) a complete liquidation or dissolution of the Holding Company or (ii) the sale or other disposition of all or substantially all of the assets of the Holding Company, other than to a corporation, with respect to which following such sale or other disposition, (a) more than 65% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors in then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Holding Company Common Stock and the Outstanding Holding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Holding Company Common Stock and the Outstanding Holding Company Voting Securities, as the case may be, (b) no Person (excluding the Holding Company and any employee benefit plan (or related trust) of the Holding Company, or such corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 35% or more of the Outstanding Holding Company Common Stock or the Outstanding Holding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 35% or more of, respectively, of the then outstanding voting shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (c) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Holding Company; or 5. The issuance or transfer of sufficient shares of stock, or a merger, reorganization or consolidation, which results in (i) more than 50% of the then outstanding shares of common stock of the Company, or (ii) securities having more than 50% of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, being owned by other than the Holding Company or persons who owned securities having more that 65% of the combined voting power of the outstanding voting securities of the Holding Company entitled to vote generally in the election of directors of the Holding Company prior to the transaction (but expressly excluding Exempt Transfers as set forth in subparagraph (1) herein.

Change of Control. (a) Upon In the event of a Change of Control (as defined below)of RIBOZYME, the Executive may terminate the Term upon notice unless ----------------- provisions have been made, to the CompanyInvestor's sole satisfaction to protect ATUGEN's and the Investor's interest in the Escrow Technology, effective as set forth then ATUGEN shall receive and have access to the Escrow Technology and shall have a co-exclusive license in such notice the Field to all Patents incorporated therein, if at any timeone of the following criteria are met: 8.8.1 More than [*] of the Acquirer's annual revenues (according to the latest reported figures) are from its TVD activities; or 8.8.2 The Acquirer's actions, within twenty-four (24) months following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control of RIBOZYME, have caused RIBOZYME activities under this Section 8 to be significantly reduced, as determined by one or more of the following parameters: (1) [*] (2) [*] 8.8.3 The Acquirer terminates the Service Agreement of November 23, 1998 between RIBOZYME and ATUGEN and/or this License Agreement. 8.8.4 ATUGEN unilaterally terminates the Service Agreement of November 23, 1998 between RIBOZYME and ATUGENand/or its obligation to purchase Nucleic Acid Molecule and Delivery Reagents under this License Agreement. 8.8.5 If such a transfer of the Escrow Technology to ATUGEN occurs, ATUGEN agrees to pay to RIBOZYME or its successor according to the following: (1) ATUGEN shall not preclude Executive from exercising such rights following pay to RIBOZYME a one-time fee equal [*] RIBOZYME's Supply Profit during the occurrence prior twelve months if the Service Agreement was terminated by ATUGEN pursuant to section 8.8.1 above or the Acquirer's actions described in section 8.8.2 caused a failure of a subsequent Change of Control event, even if related to a prior Change of Control Eventperformance by RIBOZYME under the Service Agreement. (b2) Upon (i) ATUGEN shall pay to RIBOZYME an amount equal to [*] RIBOZYME's Supply Profit on an annual basis if the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described Service Agreement was terminated by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreementATUGEN under 8.8.4 above. (c3) For purposes of this Agreement, ATUGEN shall not owe any payment to RIBOZYME if the term "Change of Control" shall mean Acquirer terminates the happening of any of the following:Service Agreement as described in Section 8.8.3.

Change of Control. (ai) Upon a Change of Control (as defined belowhereinafter defined), any Options that shall not yet be exercisable under the terms of Section 3(a) shall immediately and without action by any party become exercisable (x) where the purchaser or its ultimate direct or indirect parent company is as of the effective date of the Change of Control a privately-held entity without a class of equity securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or (y) where, if the Change of Control involves the sale of substantially all of the Company’s assets or this Agreement is not assumed by the acquirer or surviving party to such Change of Control transaction as of the effective date of such Change of Control pursuant to Section 3(b)(ii) below. Upon either such (x) or (y) occurrence, the Options granted hereunder, to the extent not then exercised, shall be cancelled and the Company shall deliver to the Executive may terminate the Term upon notice to excess, if any, of the Companythen-determined Fair Market Value (as such term is defined in the Plan) of one Common Share over the exercise price of the Option, effective as set forth in multiplied by the number of Common Shares underlying such notice if at any time, within twenty-four unexercised Options. (24ii) months following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting Upon a Change of Control where Section 3(b)(i) shall not preclude Executive from exercising such rights following apply and where the occurrence of a subsequent Change of Control event, even if related Options granted hereunder are exchanged or converted to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any options to acquire stock of the Company's principal stockholders) which contemplates purchaser or its ultimate direct or indirect parent company who has a transaction, or (ii) class of equity securities registered under the commencement Exchange Act in a manner that satisfies the requirements of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction Sections 424 and 409A of the type described by clause (i) or (ii)Internal Revenue Code of 1986, if consummatedas amended, could result in a Change as of Controlsuch effective date, all restricted stockwhich new options are subject to substantially the same terms and provisions as the Options granted hereunder including without limitation substantially the same vesting and exercise provisions and the equivalent economic value as of the date of such exchange, stock option such new options shall thereafter vest and performance share awards made become exercisable pursuant to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreementnew options. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:

Change of Control. (aA) Upon a Change of Control (Except as defined otherwise provided in this Section 3(a)(iv)(A) or in Section 3(a)(iv)(B) below), the Executive may terminate the Term upon notice to the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following the date of a Change of Control, any the unvested Restricted Shares outstanding as of such Change of Control shall no longer be subject to the performance requirements (if any) but shall remain outstanding and subject to service requirements through the Vesting Date; provided that, (x) if such Change of Control occurs prior to the Determination Date, the Restricted Shares outstanding shall be deemed to be equal to the Target Shares and all Restricted Shares other event constituting Good Reason hereunder continues for more than ten the Target Shares shall be forfeited immediately upon such Change in Control and (10y) days if such Change of Control occurs on or after the Executive delivers notice thereof to Determination Date, the Company. The failure Restricted Shares outstanding shall be determined after application of Executive to exercise his rights hereunder following an the Performance Factor; provided further that in the event constituting that your employment terminates on or after a Change of Control shall not preclude Executive from exercising such rights following but before the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with Vesting Date under any of the Company's principal stockholderscircumstances described in Section 3(a)(ii) which contemplates above, (I) if such date of termination is also within 18 months following such Change of Control, your date of termination of employment shall be deemed to be the Vesting Date, and all Restricted Shares then outstanding shall immediately vest and (II) if such date of termination is after the date that is 18 months following such Change of Control, then upon your date of termination, a transactionportion of your then outstanding Restricted Shares shall immediately vest, or (ii) determined in a manner consistent with the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, whichpro-ration provided in Section 3(a)(ii). Furthermore, in the case of event that your employment terminates under any transaction of the type circumstances described by clause (iin Section 3(a)(ii) or (ii), if consummated, could result in above before the Determination Date and before a Change of Control, all restricted stock, stock option and performance share awards made upon a Change of Control that occurs prior to the Executive Determination Date, the date of such Change of Control shall become automatically fully vested be deemed to be the Determination Date for purposes of your Remaining Restricted Shares and exercisable in order the Performance Factor will be deemed to provide be 100%. (B) Notwithstanding the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, howeverforegoing, in the event of a Change of Control before the transaction contemplated by Vesting Date, unless (I) the definitive agreement referred unvested but outstanding Restricted Shares remain outstanding following such Change of Control in accordance with Section 3(a)(iv)(A) above and (II) the material terms and conditions of such Restricted Shares as in effect immediately prior to above is not consummated and such definitive agreement is terminatedthe Change of Control are preserved following the Change of Control (including with respect to the vesting schedules), all accelerated restricted stock, stock options and awards the date of the Change of Control shall be deemed restored to be the Vesting Date for purposes of (x) the Target Shares, if such Change a Control occurs prior to the vesting schedules in effect at Determination Date, and all Restricted Shares other than the time of execution of Target Shares shall be forfeited immediately upon such definitive agreement. (c) For purposes of this Agreement, the term "Change of Control" Control and (y) the then outstanding Restricted Shares (which, for the avoidance of doubt, shall mean the happening of any be determined after application of the following:Performance Factor), if such Change in Control occurs on or after the Determination Date.

Change of Control. (a) Upon For the purposes of this Agreement, a "Change of Control Control" shall be deemed to have taken place if: (i) any person, including a "group" as defined below)in Section 13(d) (3) of the Securities Exchange Act of 1934, as amended, becomes the Executive owner or beneficial owner of Company securities, after the date of this Agreement, having 50% or more of the combined voting power of the then outstanding securities of the Company that may terminate be case for the Term upon notice to election of directors of the Company (other than as a result of an issuance of securities initiated by the Company, effective or open market purchases approved by the Board, as set forth in such notice if at any time, within twenty-four (24) months following long as the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any majority of the Company's principal stockholders) which contemplates a transactionBoard approving the purchases is the majority at the time the purchases are made, or (ii) the commencement persons who were directors of the Company before such transactions shall cease to constitute a majority of the Board of the Company, or any successor to the Company, as the direct or indirect result of, or in connection with, any cash tender or exchange offer offer, merger or similar transaction for other business combination, sales of assets or involving the Company's securitiescontested election, which, in the case of or any transaction combination of the type described by clause foregoing transactions. (ib) or (ii)The Company and the Employee hereby agree that, if consummated, could result in Employee is affiliated with the Company on the date on which a Change of ControlControl occurs (the "Change of Control Date") the Company (or, all restricted stockif Employee is affiliated with subsidiary) the subsidiary will continue to retain Employee and Employee will remain affiliated with the Company (or subsidiary), stock option for the period commencing on the Change of Control Date and performance share awards made ending on the first anniversary of such a date, to exercise such authority and perform such Employee duties as are commensurate with the authority being exercised and duties being performed by the Employee immediately prior to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit Change of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreementControl Date. (c) For purposes During the remaining term hereof after the Change of this AgreementControl Date, the term "Company (or subsidiary) will (i) continue to pay Employee a salary at not less than the level applicable to Employee on the Change of Control" shall mean the happening of any of the following:Control Date.

Change of Control. 7.1 Notwithstanding anything to the contrary contained in this Agreement, if a Change in Control occurs and if, in respect of the Executive, a Triggering Event subsequently occurs within two (a2) Upon years of the Change in Control, the Executive shall be entitled to elect to terminate this agreement with the Company and to receive a payment from the Company in an amount equal to the Annual Base Salary and the amount of the Annual Bonus Compensation for the previous year (the “Change of Control Payment”). This Section 7.1 shall not apply if such Triggering Event follows a Change in Control which involves a sale of securities or assets of the Company with which the Executive is involved as a purchaser in any manner, whether directly or indirectly (by way of participation in a Company or partnership that is a purchaser or by provision of debt, equity or purchase-leaseback financing). 7.2 The Change of Control Payment provided for in Section 7.1 is conditional upon the Executive electing to exercise such right by notice given to the Company within 120 calendar days of the Triggering Event. 7.3 Notwithstanding the provisions contained in Section 6.1(e) hereof, the Executive shall be entitled to the Change of Control Payment if a Triggering Event does not occur but the Executive is dismissed from with the Company without Cause within two (2) years of the Change in Control. For greater certainty, the Executive shall not be entitled to any payment by the Company pursuant to this Section 7.3 if the Executive is dismissed from this employment with the Company for Cause. The Company shall not dismiss the Executive for any reason unless such dismissal is specifically approved by the Board. 7.4 The Change of Control Payment shall be in lieu of all other notice or damage claims as regards dismissal or termination of the Executive's employment with the Company or any subsidiary of the Company after a Change in Control and the arrangements provided for herein shall not be considered in any judicial determination of appropriate damages at common law for dismissal without Cause, other than as provided for in this Agreement. 7.5 In the event that the Executive is entitled to a Change of Control (as defined below)Payment, the Executive may terminate the Term upon notice shall be entitled to the Company, effective as set forth continue to participate in such notice if at any time, within twenty-four (24) benefit package for a period of 12 months following after the date of a Change the giving of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after notice by the Executive delivers notice thereof pursuant to Section 7.2, or the Company. The failure dismissal of the Executive's contract pursuant to Section 7.3, as the case may be. 7.6 In the event that the Executive is entitled to exercise his rights hereunder following an event constituting a Change of Control Payment, any Stock Option previously granted to the Executive by the Company or any subsidiary of the Company shall become fully vested, in which case the Executive shall be entitled to exercise such Stock Option on the terms granted and, notwithstanding any term of the stock option plan to the contrary, shall remain exercisable for the original term granted and shall not preclude Executive terminate due to the termination of the Executive's employment with the Company. In addition, any provisions of the Stock Option restricting the number of option shares which may be purchased before a particular date shall be waived. The terms of any Stock Option agreement shall be deemed amended to reflect the provisions of this Section 7.6. The provisions of this Section 7.6 shall be subject to applicable securities laws and the rules of any stock exchange on which the shares of the Company may be then listed and the receipt of all necessary approvals from exercising such rights following securities regulators and exchange, which approvals the occurrence Company shall use its reasonable commercial efforts to obtain in the event of a subsequent Change the operation of Control event, even if related to a prior Change of Control Eventthis Section 7.6. (b) Upon 7.7 Any payment to be made by the Company pursuant to the terms of Part 7 shall be paid (i) by the execution of Company in cash in a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any lump sum within five business days of the Companygiving of notice by the Executive pursuant to Section 7.2, (ii) within five business days of the termination or dismissal from the Executive's principal stockholders) which contemplates a transactionemployment as referred to in Section 7.3, or (iiiii) in such manner as may be agreed to by the commencement of any tender or exchange offer or similar transaction for or involving Company and the Company's securities, whichExecutive. Any such payment shall be calculated, in the case of Section 7.1 at the date of giving notice pursuant to Section 7.2 and, in the case of Section 7.3, at the date of dismissal or termination, as the case may be. 7.9 In the event that any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards payment is made to the Executive shall become automatically fully vested and exercisable in order pursuant to provide the provisions of Section 7.1 or Section 7.3, as the case may be, the Executive with a reasonable time period shall not be required in any manner whatsoever to enable mitigate any damages. Furthermore, the payment referred to in Section 7.1 or Section 7.3, as the case may be, shall be made regardless of whether the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening seeks or finds alternate employment of any of the following:nature whatsoever.

Change of Control. (a) Upon If Executive's employment is terminated coincident with or within one year after a Change of Control (as defined below), either by the company or by Executive may terminate the Term upon notice to the Companyfor Good Reason, effective as set forth in such notice if at any timeExecutive shall be paid, within twenty-four 10 days after such termination, a lump sum, in cash, equal to (24i) months following 24 months' base salary as then in effect, plus (ii) two times any bonus earned by Executive in the Fiscal Year preceding the date of a Change of Controltermination. In addition, Executive shall be entitled to any other event constituting Good Reason hereunder continues for more than ten (10) days after the amounts to which Executive delivers notice thereof may be entitled pursuant to the Companyplans, policies and practices of the Company then in effect. The failure Anything to the contrary herein notwithstanding, if any payment pursuant to this Section 16(e) would be a "parachute payment" as defined in section 280G of Executive the Internal Revenue Code of 1986, as amended, such payment shall be limited to exercise his rights hereunder following an event constituting the largest portion of such payment as can be paid without being deemed a "parachute payment." Except as provided in this paragraph 16(e), upon a termination of employment pursuant to this paragraph, all other benefits under this Agreement (except indemnification under Section 19) shall lapse, expire and be forfeited. For purposes of this Section l6 (e), a "Change in Control" shall be deemed to have occurred if (1) any Person (as such term is used in Section 13 (d)of the Securities Exchange Act of Control shall not preclude Executive from exercising such rights following 1934, as amended (the occurrence "Exchange Act")) becomes the "beneficial owner" (as determined pursuant to Rule 13d-3 under the Exchange Act), directly or indirectly, of a subsequent Change securities of Control event, even if related to a prior Change the Company representing fifty percent (50%) or more of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or combined voting agreement with any power of the Company's principal stockholders) which contemplates a transaction, then outstanding securities; or (ii2) during any period of two consecutive years, individuals who at the commencement beginning of any tender or exchange offer or similar transaction for or involving such period constitute the members of the Company's securitiesBoard of Directors (the "Board") and any new director, which, in whose election to the case board or nomination for election to the Board by the Company's stockholders was approved by a vote of any transaction a majority of the type described by clause (i) or (ii), if consummated, could result directors then still in a Change of Control, all restricted stock, stock option and performance share awards made to office who either were directors at the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit beginning of the contemplated transaction with respect period or whose election or nomination for election was previously so approved, cease for any reason to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:constitute

Change of Control. If there shall occur a change of control of CNB or the Employer (a) Upon a “Change of Control (as defined belowControl”), the Executive may terminate be assigned such other duties or responsibilities as would be reasonably equivalent under the Term upon notice circumstances and acceptable to the Company, effective as set forth Executive in such notice if at any time, within twenty-four his reasonable discretion. During the first six (246) months following the effective date of a Change of ControlControl but not after, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof may be “terminated without cause due to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall Control.” Alternatively, if Executive is retained but not preclude Executive from exercising such rights following given reasonably equivalent duties and responsibilities, he may resign within six (6) months of the occurrence effective date of a subsequent the Change of Control event, even if related expressly citing this reason in a written resignation. If Executive has been terminated other than For Cause due to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, Executive shall receive, in lieu of any payments pursuant to Section 3.2, and upon execution of a full and final release by Executive, a one (1) time payment of 1.5 times the annual base compensation currently being provided to Executive pursuant to this Agreement. If the aggregate present value (determined as of the date of the Change of Control in accordance with the provisions of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)) of the severance payment as described in this Section 3.3 and all restricted stock, stock option and performance share awards made other payments to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with nature of compensation which are contingent on a reasonable time period to enable the Executive to obtain the economic benefit change in ownership or effective control of the contemplated transaction with respect Employer or CNB or in the ownership of a substantial portion of the assets of the Employer or CNB (the “Aggregate Severance”) would result in a “parachute payment,” as defined under Section 280G of the Code, then the Aggregate Severance shall not be greater than an amount equal to all restricted stock, stock option and performance share awards then held 2.99 multiplied by himExecutive’s “base amount” for the “base period,” as those terms are defined under Section 280G of the Code. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in In the event the transaction contemplated by Aggregate Severance is required to be reduced pursuant to this Section 3.3, the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards Executive shall be deemed restored entitled to determine which portions of the vesting schedules Aggregate Severance are to be reduced so that the Aggregate Severance satisfies the limit set forth in effect at the time of execution of such definitive agreement. (c) For purposes of preceding sentence. Notwithstanding any provision in this Agreement, if the term "Change of Control" Executive may exercise his right to terminate employment under this Section 3.3, the Executive may choose which provision shall mean the happening of any of the following:be applicable.

Change of Control. Notwithstanding (ab) Upon and (c) above, the following provisions shall apply to the Awards in the event of a Change of Control (as defined below), the Executive may terminate the Term upon notice prior to the Company, effective as set forth end of the Performance Period‎: (i) in such notice if at any time, within twenty-four (24) months following the date event of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten the surviving or successor entity (10or its parent corporation) days after may continue, assume or replace the Executive delivers notice thereof to Awards on substantially the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising same terms and conditions (with such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" adjustments as may be required or voting agreement with any permitted by Section 15 of the Company's principal stockholdersPlan), and such Awards or replacements therefor shall remain outstanding and be governed by their respective terms, subject to (iii) which contemplates a transaction, or and (iv) below; (ii) if and to the commencement of any tender extent that the Awards are not continued, assumed or exchange offer or similar transaction for or involving the Company's securities, which, replaced in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in connection with a Change of Control, all restricted stock, stock option then a pro rata portion of the shares of Restricted Stock will become immediately vested based on the date of the Change of Control and performance share awards made no Performance Units shall be earned and payable. The fraction to be used to determine the number of shares of Restricted Stock to vest hereunder shall have a numerator equal to the Executive number of fiscal months elapsed between May 2, 2020 and the date of the Change of Control (rounded up to the nearest whole month) and the denominator of which shall be sixty (60); (iii) if and to the extent that the Awards are continued, assumed or replaced under the circumstances described in Section 3(e)(i), and if within two years after the Change of Control, Grantee experiences an involuntary termination of employment or other service for reasons other than Cause or Grantee shall terminate employment with Good Reason, then a pro rata portion of the shares of Restricted Stock will become automatically fully immediately vested based on the date of termination and exercisable no Performance Units shall be earned and payable. The fraction (subject to a maximum of one (1)) to be used to determine the number of shares of Restricted Stock to vest hereunder shall have a numerator equal to the number of fiscal months elapsed between May 2, 2020 and the date of the termination (rounded up to the nearest whole month), and the denominator of which shall be sixty (60); and (iv) Notwithstanding whether the Awards are continued, assumed or replaced in order to provide the Executive connection with a reasonable time Change of Control, if Grantee experiences an involuntary termination of employment or other service for reasons other than Cause or Grantee shall terminate employment with Good Reason during the period to enable beginning on the Executive to obtain date an agreement is entered into by the economic benefit of the contemplated transaction Company with respect to all restricted stocka merger, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; providedconsolidation or similar transaction of the Company, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement. (c) For purposes of this Agreement, the term "which would constitute a Change of Control" shall mean , and the happening effective time of any such merger, consolidation or similar transaction of the following:Company, then a pro rata portion of the shares of Restricted Stock will become immediately vested based on the date of the Change of Control and no Performance Units shall be earned and payable. The fraction (subject to a maximum of one (1)) to be used to determine the number of shares of Restricted Stock to vest hereunder shall have a numerator equal to the number of fiscal months elapsed between May 2, 2020 and the date of the Change of Control (rounded up to the nearest whole month), and the denominator of which shall be sixty (60).

Change of Control. (a) Upon If a Change of Control (occurs during the Performance Period, and your Award does not remain outstanding following the Change of Control and the acquiror or successor entity neither assumes nor provides a substitute for your Award that meets the requirements of a Replacement Award, then you will be deemed to have earned that number of PSUs as defined described in Section 6(b) below), the Executive may terminate the Term upon notice to the Company, effective as of the date of the Change of Control, and your Award shall become vested and nonforfeitable pursuant to Section 4 on [.], provided that, except as set forth in Section 6(c) or (d) below, you remain continuously employed by the Company or any of its Subsidiaries through [.]. (b) The number of PSUs earned shall be the determined in accordance with Appendix A, based on the Company Value determined as of the date of the Change of Control, as follows: (i) For any fiscal quarter in the Performance Period that has been completed as of the date of the Change of Control, Cumulative Adjusted EBITDA shall be determined based on the actual Adjusted EBITDA for such notice if at quarter; (ii) For any timefiscal quarter in the Performance Period that has not been completed as of the date of the Change of Control, Cumulative Adjusted EBITDA shall be determined based on the target Adjusted EBITDA for each such quarter, as set forth in Appendix B hereto; and (iii) The Revenue Ratio shall be determined by using the target Revenue of the Company for any quarter in [.] which has not been completed as of the Change of Control, as set forth in Appendix B hereto, and the actual Revenue of the Company for any quarter in [.] that has been completed prior to the Change of Control. (c) If you are not subject to a Severance and Change-in-Control Agreement with the Company, and if, within twenty-four twelve (2412) months following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control but prior to [.], your employment is terminated by the Company or the acquiror or successor entity without Cause or by you for Good Reason, the service vesting requirements of Section 4 shall not preclude Executive from exercising automatically be deemed satisfied, and all restrictions and forfeiture provisions related thereto shall lapse as of the date of such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Eventtermination. (bd) Upon (i) If you are subject to a Severance and Change-in-Control Agreement with the execution Company and, within the Change in Control Protection Period, as defined in your Severance and Change-in-Control Agreement, but prior to [.], your employment is terminated by the Company or the acquiror or successor entity without Cause or by you for Good Reason, as those terms are defined in your Severance and Change-in-Control Agreement, then, subject to satisfaction of a definitive agreement (includingthe release and other requirements of your Severance and Change-in-Control Agreement, without limitationthe service vesting requirements of Section 4 shall automatically be deemed satisfied, and all restrictions and forfeiture provisions related thereto shall lapse as of the date of such termination. For the avoidance of doubt, notwithstanding anything in your Severance and Change-in-Control Agreement to the contrary, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is PSUs not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect earned at the time of execution the Change of such definitive agreement. (cControl pursuant to Section 6(b) For purposes above shall be forfeited at the time of this Agreement, the term "Change of Control" shall mean the happening of any of the following:.

Change of Control. In the event of (a1) Upon a Change of Control (as defined below) of The PBSJ Corporation or of Post, ▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Inc. ("PBSJ Inc.) and (2) the termination of the Employee's employment by the Corporation or any successor thereto for any reason other than for Cause (as defined below), or the Executive may terminate voluntary termination by the Term upon notice to the Company, effective Employee of his employment hereunder for Good Reason (as set forth in such notice if defined below) at any timetime at least six months after the effective date of the Change in Control, within twenty-four (24) months following all of the terms and conditions of the Agreement, as amended, shall remain in full force and effect, and shall be binding upon the Corporation. In the event of a termination for Cause under this paragraph, the Corporation shall have no further obligation under this Agreement to make any payments to, or bestow any benefits on, the Employee from and after the date of said termination, other than payments or benefits accrued for him prior to the date of said termination. For purposes of this paragraph, a "Change in Control" shall be deemed to have taken place if: (a) any person (as such term is used in Section 13(d) and 14(d) of Controlthe Securities Exchange Act of 1934, as amended, but excluding the Corporation, any other event constituting Good Reason hereunder continues for of its subsidiaries, The PBSJ Corporation Profit Sharing Trust and The PBSJ Corporation Employee Stock Ownership Plan and Trust), should acquire direct or indirect ownership of 80% or more than ten (10) days after of the Executive delivers notice thereof to voting power of the Company. then outstanding securities of The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event.PBSJ Corporation or PBSJ Inc. by any means whatsoever; or (b) Upon the shareholders of The PBSJ Corporation or PBSJ Inc. should approve any one of the following transactions: (i) the execution sale, lease, exchange or other transfer (in one transaction or a series of related transactions or a series of related transactions) of all, or substantially all, the assets of The PBSJ Corporation or PBSJ Inc.; or (ii) any consolidation or merger of The PBSJ Corporation or PBSJ Inc., as the case may be, is not the surviving corporation, other than a merger of The PBSJ Corporation or PBSJ Inc. in which the holders of the common stock of The PBSJ Corporation or PBSJ Inc. immediately prior to the merger have the same proportionate ownership of the surviving corporation immediately after the merger. For purposes of this paragraph, Cause shall mean (1) fraud or misappropriation of corporate funds; or (2) conviction of a definitive agreement (includingfelony involving moral turpitude and such conviction is no longer subject to direct appeal. For purposes of this paragraph, without limitation, any "lock-upGood Reason" or voting agreement with shall be deemed to exist under any of the Company's principal stockholdersfollowing circumstances: (a) which contemplates a transactionthe employee has been assigned any duties inconsistent with his position, duties, responsibilities and status with the Corporation immediately prior to the effective date of the Change in Control (the "Effective Date"), or has been assigned reporting responsibilities, titles or offices of a lesser scope than those in effect immediately prior to the Effective Date, or he has been removed from, or not re-elected to, any of such positions, except in connection with the termination of his employment for Cause; (iib) the commencement Corporation has reduced the Employee's base salary as in effect immediately prior to the Effective Date or has failed to give him annual salary increases consistent with performance review ratings as compared with other employees of any tender or exchange offer the same or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement.rank; (c) For purposes the Corporation has required the Employee to be based at any office or location other than that at which the Employee is based at the Effective Date, except for travel reasonably required in the performance of the Employee's responsibilities; (d) the Corporation has failed to comply with any provision of this Agreement, the term "Change of Control" shall mean the happening of any of the following:.

Change of Control. Upon the occurrence of a Series A Change of Control that occurs after the Series A Original Issue Date, each Series A Preferred Unitholder, with respect to all but not less than all of its Series A Preferred Units, by notice given to the Partnership within ten (a10) Upon Business Days of the date the Partnership provides written notice pursuant to Section 5.12(l)(v), shall be entitled to elect one of the following from sub-clauses (i) through (iv) (or with respect to any subsequent notice exercising any deferred Partnership’s decision of its right to redeem any Series A Preferred Units following the execution of definitive agreements that provide for such Series A Change of Control, solely change its original election, if different, to elect sub-clause (i)) (the “Series A Change of Control Conversion Right”) (with the understanding that any Series A Preferred Unitholder who fails to timely provide notice of its election to the Partnership shall be deemed to have elected the option set forth in sub-clause (i) below):‌ (i) convert all, but not less than all, of its Series A Preferred Units into Common Units, effective immediately prior to the closing of the Series A Change of Control, at the then- applicable Series A Change of Control Conversion Ratio (such number of Common Units, the “Series A Change of Control Conversion Consideration”); (ii) other than with respect to a Series A Change of Control that results in the dissolution or liquidation of the Partnership, require the Partnership (or the surviving entity, if not the Partnership) to redeem all of the Series A Preferred Units held by such Series A Preferred Unitholder for an amount in cash, per Series A Preferred Unit, equal to the applicable Series A Redemption Price. If any Series A Preferred Unitholder elects this sub-clause (ii) with respect to the Series A Preferred Units held by such Series A Preferred Unitholder, then no later than 10 Business Days following the consummation of such Series A Change of Control, the Paying Agent shall remit the applicable cash consideration to such Series A Preferred Unitholder. Any such Series A Preferred Unitholder electing this sub-clause (ii) shall deliver to the Transfer Agent any (iii) if the Partnership is the surviving entity following such Series A Change of Control, and the Common Units continue to be listed for, or admitted to, trading on a National Securities Exchange, continue to hold its Series A Preferred Units; and (iv) if the Partnership is not the surviving entity of such Series A Change of Control or the Partnership is the surviving entity but its Common Units will cease to be listed or admitted to trading on a National Securities Exchange (such surviving entity, or the parent of such surviving entity immediately following the Series A Change of Control, the “Successor Entity”), upon request of a Series A Preferred Unitholder require the Partnership to use its commercially reasonable efforts to deliver or to cause to be delivered to the Series A Preferred Unitholder, in exchange for its Series A Preferred Units upon consummation of such Series A Change of Control, a security in the Successor Entity that has substantially similar rights, preferences and privileges as the Series A Preferred Units, including, for the avoidance of doubt, the right to distributions equal in amount and timing to those provided in Section 5.12(d) and a conversion rate proportionately adjusted such that the conversion of such security in the Successor Entity immediately following the Series A Change of Control would entitle the Series A Preferred Unitholder to the number of common securities of such Successor Entity (together with a number of common securities of equivalent value to any other assets received by Common Unitholders in such Series A Change of Control), which, if a Series A Preferred Unit had been converted into Common Units immediately prior to such Series A Change of Control, such Series A Preferred Unitholder would have been entitled to receive immediately following such Series A Change of Control (as defined belowsuch securities in the surviving entity, a “Series A Substantially Equivalent Unit”); provided, however, that, if the Executive may terminate the Term upon notice Partnership is unable to the Company, effective as set forth deliver or cause to be delivered Series A Substantially Equivalent Units to any Series A Preferred Unitholder in connection with such notice if at any time, within twenty-four (24) months following the date of a Series A Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof each Series A Preferred Unitholder shall be entitled to the Company. The failure require conversion or redemption of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, its Series A Preferred Units in the case of any transaction of the type described by manner contemplated in sub-clause (i) or (ii), if consummated, could result in ) above. (v) In connection with a Series A Change of Control or the execution of definitive agreements that provide for a Series A Change of Control, all restricted stock, stock option and performance share awards made the Partnership will promptly provide written notice to the Executive shall become automatically fully vested Series A Preferred Unitholders that describes the Series A Change of Control and exercisable in order to provide state: (A) the Executive with a reasonable time period to enable events constituting the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement. (c) For purposes of this Agreement, the term "Series A Change of Control" shall mean ; (B) the happening of any prior or anticipated date of the following:Series A Change of Control; (C) the Series A Change of Control Conversion Date;‌

Change of Control. (a) Upon Notwithstanding any other provision contained herein, the Employee's Initial Options and other options issued under the Company's share option plans that are not then exercisable shall become exercisable (and be deemed to be vested) on the date on which a Change of Control (as defined below)) of the Company occurs. In addition, the Executive may terminate the Term upon notice to restricted Common Shares granted under any other of the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting 's share option plans shall immediately vest upon a Change of Control shall not preclude Executive from exercising such rights following of the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control EventCompany. (b) Upon If (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any employment of the Company's principal stockholdersEmployee is terminated by the Company (or successor thereto) which contemplates a transaction, without Serious Cause or (ii) the commencement Employee terminates employment with the Company (or successor thereto) for Good Reason, in each case within the period commencing on the date that a Change of any tender or exchange offer or similar transaction for or involving Control is formally proposed to the Company's securitiesBoard of Directors and ending on the first anniversary of the date on which such Change of Control occurs, whichthen the Employee shall be entitled to receive (in lieu of the benefits described in Section 11): (1) any accrued but unpaid salary, in (2) a lump sum payment equal to two times such Employee's annual base salary as of the case date of termination, (3) any accrued but unpaid bonus from a prior fiscal year, (4) reimbursement of business expenses incurred prior to the date of termination, (5) travel and housing allowances under Section 9 for one year following the date of termination, (6) reasonable relocation expenses from Bermuda to the United States, together with (7) a gross up of any transaction excise taxes payable by the Employee by reason of such payments occurring in connection with a Change of Control. The Employee shall not be entitled to any benefits or other entitlements under this section unless a Change of Control actually occurs. (c) A "Change of Control" of the type Company shall be deemed to have occurred if, following consummation of the IPO (i) any "person" as such term is defined in Section 3(a)(9) and as used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), excluding the Company or any of its subsidiaries, a trustee or any fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, an underwriter temporarily holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly, by shareholders of the Company in substantially the same proportion as their ownership of the Company, is or becomes the "beneficial owner" (as defined in rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company's then outstanding securities ("Voting Securities"); (ii) during any period of not more than two years, individuals who constitute the Board of Directors of the Company (the "Board") as of the beginning of the period and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described by in clause (i) or (ii), if consummated, could result in iii) of this sentence) whose election by the Board or nomination for election by the Company's shareholders was approved by a Change vote of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit at least two-thirds (2/3) of the contemplated transaction with respect to all restricted stock, stock option and performance share awards directors then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, still in the event the transaction contemplated by the definitive agreement referred to above is not consummated and office who either were directors at such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement.or whose election or nomination for election was (cd) For purposes The provisions of this Agreement, Section 12 shall only apply following the term "Change consummation of Control" shall mean the happening of any of the following:an IPO.

Change of Control. (a) Upon In the event any person, persons or entity commences a tender or exchange offer, or circulates a proxy to the shareholders of ANBC designed to effect a Change of Control (as defined belowhereinafter defined), Executive agrees that he will not voluntarily leave his employment with ANTIM and will continue to perform his regular duties, until such person, persons or entity has abandoned or terminated its efforts to effect a Change of Control. In the Executive may terminate the Term upon notice event any person, persons or entity successfully concludes a tender or exchange offer, or has successfully circulated a proxy to the Companyshareholders of ANBC effecting a Change of Control, effective as set forth Executive agrees that he will not voluntarily leave his employment with ANTIM and will continue to perform his regular duties, subject to the provisions of this Section 9.4. (a) If a Change of Control occurs and within a twenty-four (24) month period thereafter an Unreasonable Change occurs to Executive's employment relationship, Executive shall be entitled to resign with justification, and shall be entitled to the benefits provided in such Section 9.4(b). If Executive invokes the rights pertaining to resignation with justification, Executive's notice if at any timeof resignation shall state that Executive's resignation is in the best interests of ANTIM considering the circumstances of the Change of Control and Unreasonable Change, and that it is not his intent to resign for the sole purpose of collecting compensation without working for it. (b) If, within twenty-four (24) months following the date of a Change of Control, any ANTIM shall terminate Executive's employment other event constituting Good Reason hereunder continues than for more than ten death, Disability, Retirement or Cause, or if Executive shall resign in accordance with Section 9.4(a), ANTIM shall: (101) days pay Executive his Base Salary after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising through the Date of Termination plus the aggregate amount of any bonus accrued but unpaid as of such rights following the occurrence Date of a subsequent Change of Control event, even if related to a prior Change of Control Event.Termination; and, (b2) Upon (i) pay Executive an amount in cash which, when added to the execution present value of a definitive agreement (includingall other compensation, without limitation, any "lock-up" or voting agreement with any benefits and payments required to be included in the calculation under Section 280G of the Company's principal stockholdersInternal Revenue Code of 1986, as amended, (the "Code") which contemplates a transactionand regulations thereunder, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction shall equal 299% of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit "base amount" as defined under Section 280G of the contemplated transaction with respect to all restricted stockCode. "Base amount" shall, stock option however, include only Executive's Base Salary and performance share awards then held by himshall exclude any incentive compensation. Such restricted stock options and performance share awards amount shall become automatically exercisable and shall remain exercisable through their original terms with all rightsbe payable in equal installments over thirty-six (36) months from the Date of Termination at the same frequencies as salaries paid to other salaried employees of ANTIM; provided, however, in the event the transaction contemplated by the definitive agreement referred if Executive obtains employment, ANTIM's obligation to above is not consummated and pay such definitive agreement is terminated, all accelerated restricted stock, stock options and awards amount over thirty-six (36) months shall continue but shall be deemed restored reduced to the vesting schedules in effect that amount necessary which, when added to Executive's salary from his new employment, will maintain Executive at the time of execution of such definitive agreement. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:equal monthly installment amount payable by ANTIM described above; and,

Change of Control. (ai) Upon In the event that the Company enters into a binding contract for a Change of Control transaction during the Term of Employment and Employee is employed in good standing as of such date, then, if Employee has complied with the requirements of clause (ii) below and Employee: (x) has not been terminated for Cause or resigned prior to the Closing Date; or (y) if the Election (as defined in clause (ii) below) has occurred, Employee has not been terminated for Cause or resigned prior to the expiration of the Transition Period, then Employee shall be paid a lump-sum bonus of $505,000 (the “Change of Control Payment”), subject to and in accordance with Section 5(b) below. (ii) Employee acknowledges and agrees that, in the Executive may terminate event of a Change of Control as a result of: (x) an acquisition of the Term upon equity of the Company or its direct or indirect parent (whether by sale of equity interests, merger or otherwise), then this Agreement will remain the obligation of the Company (or its successor) and Employee’s obligations hereunder will remain in full force and effect; or (y) a transfer of assets of the Company or its subsidiaries and in connection therewith this Agreement is assigned by the Company, then this Agreement will become the obligation of the assignee and Employee’s obligations hereunder will (as such) remain in full force and effect. If, prior to the Closing Date, the Company so elects (the “Election”) by giving written notice thereof to Employee, then Employee shall provide, on a full time basis and in a professional manner, during the Transition Period, such services to the Company, effective as set forth the acquiring Person in such notice if at any time, within twenty-four (24) months following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following transaction (the occurrence “Acquiring Person”) and their respective designees as are necessary in all respects to permit a smooth, professional transition of a subsequent Change of Control event, even if related to a prior Change of Control Event. management (b) Upon (i) the execution of a definitive agreement (includingwhich may include, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order continuing to provide the Executive with a reasonable services specified in this Agreement or such other executive services as may be specified from time period to enable time by the Executive to obtain Company, the economic benefit Acquiring Person or their respective designees). (iii) It is understood and agreed that: (aa) if Employee becomes, directly or indirectly, an employee of the contemplated transaction with respect to Acquiring Person, then all restricted stockof Employee’s salary, stock option benefits and performance share awards then held by him. Such restricted stock options and performance share awards other compensation shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated be paid by the definitive Acquiring Person; and (bb) if Employee has entered into a new employment agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards with the Acquiring Person then the term “Cause” shall be deemed restored for purposes of the foregoing provision to have the vesting schedules meaning given such term in effect at the time of execution of such definitive new employment agreement. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:

Change of Control. (ai) Upon Notwithstanding the foregoing provisions of this paragraph 6, if a Change of Control occurs during the Period (or within six months after the expiration of the Period while Executive is employed by the Company) and either (x) the Company terminates Executive's employment with the Company within one year after the Change of Control other than for "Good Cause" (as hereinafter defined) or in connection with his death or Permanent Disability; or (y) Executive resigns within one year after the Change of Control for "Good Reason" (as hereinafter defined), then Executive shall not be entitled to receive any further compensation under paragraph 4 hereof, but Executive shall be entitled to receive the following: (1) Base Salary accrued as of the termination date. (2) An amount equal to two years' Base Salary (at the then current Base Salary rate), payable over one year in equal monthly installments on the Company's regularly scheduled payroll dates commencing on the first pay period to occur following the last payment under clause (1). Notwithstanding the foregoing, (x) in the event the Change of Control is as described in clause (C) of the definition thereof, then the amounts payable under this clause (2) shall be paid in their entirety upon occurrence of the underlying event that the stockholders voted in favor of; and (y) in the event Executive shall have resigned for Good Reason within seven days after the occurrence of a Change of Control (as defined belowor in the case of changes of control based upon a stockholder vote, the occurrence of the underlying event that the stockholders voted in favor of), then the amounts payable under this clause (2) shall be paid in their entirety upon occurrence of the Change of Control or the underlying event as the case may be. (3) The health care and life insurance benefits coverage provided to Executive may terminate at his date of termination shall be continued for a two year period at the Term upon notice same level and in the same manner as if his employment had not terminated (subject to the Company, effective as set forth customary changes in such notice coverages if at any timeExecutive reaches age 65 or similar events), within twenty-four (24) months following beginning on the date of such termination; and any additional coverages Executive had at termination, including dependent coverage, will also be continued for such period on the same terms based on the same proportionate share of total cost of each such coverage as is being paid by Executive at the time of such termination. Notwithstanding the foregoing, (x) in the event the Change of Control is as described in clause (C) of the definition thereof, then the benefits due under this clause (3) shall be fully funded upon occurrence of the underlying event that the stockholders voted in favor of; and (y) in the event Executive shall have resigned for Good Reason within seven days after the occurrence of a Change of ControlControl (or in the case of changes of control based upon a stockholder vote, the occurrence of the underlying event that the stockholders voted in favor of), then the benefits due under this clause (3) shall be fully funded upon occurrence of the Change of Control or the underlying event as the case may be. (4) Except as provided below, any bonus payable under an incentive compensation or other Plan for the fiscal year in which the termination is effective, pro rated based on the number of days from the first day of such fiscal year to and including the date of termination. Any pro rated bonus payable hereunder shall be paid on the applicable date provided for in the Plan. In the event constituting Good Reason hereunder continues for more than ten (10) days after Executive resigns during the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder first year following an event constituting a Change of Control for Good Reason as defined in clause (A) or (B) of the definition thereof, then the amount of bonus to be paid under any incentive compensation Plan then in effect shall not preclude be double the maximum amount to which Executive from exercising such rights following would be entitled to thereunder for that year, regardless of whether the occurrence Company achieves the required results required to earn the maximum payments thereunder, and the bonus amount shall be payable within seven days of a subsequent Change the termination of Control event, even if related to a prior Change of Control Eventemployment. (b5) Upon Vested benefits under any other Plan as of the termination date in accordance with the terms thereof. (iii) If, following such a termination or resignation, Executive breaches the execution provisions of a definitive agreement paragraph 7 hereof, Executive shall not be eligible, as of the date of such breach, for the payment of any further benefits under clauses (including2) and (3) of subparagraph 6(e)(i) above, without limitationand all obligations and agreements of the Company to pay such benefits shall thereupon cease. (iii) In addition to the amounts provided for in subparagraph 6(e)(i) above, the Company shall pay to Executive the amount, if any, which when added to the other amounts payable to Executive under this subparagraph 6(e), will place Executive in the same after-tax position as if the excise tax penalty of Section 4999 of the Internal Revenue Code of 1986, as amended, or any "lock-up" or voting agreement with successor statute of similar import, did not apply to any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (iiamounts payable under this paragraph 6(e), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement. (c) For purposes of including this Agreement, the term "Change of Control" shall mean the happening of any of the following:subparagraph 6(e)

Change of Control. Notwithstanding the foregoing, in the event of a Change of Control: (ai) If the purchaser, successor or surviving entity (or parent thereof) in the Change of Control (the “Survivor”) agrees to assume the PUs or replace the PUs with the same type of award with similar terms and conditions, then the following will apply: (A) If the Change of Control occurs during the first calendar year of the Performance Period, the Performance Goal shall be deemed to have been satisfied at the target level, regardless of actual performance prior to or after such Change of Control, such that only the Target PUs remain available for vesting under this Award. If the Change of Control occurs after the end of the first calendar year of the Performance Period (including after the end of the Performance Period), then the Actual Achieved PUs will remain available for vesting under this Award. (B) Each PU determined under clause (A) above that is assumed by the Survivor shall be appropriately adjusted, immediately after such Change of Control, to apply to the number and class of securities which would have been issuable to the Participant upon the consummation of such Change of Control had the PUs been actual shares immediately prior to such Change of Control. (C) Upon termination of the Participant’s Employment following such Change in Control (1) by the Company and its Affiliates without Cause, or due to death or Disability, or (2) if the Participant is then or was at the time of a Change of Control (as defined below)a Section 16 Participant, the Executive may terminate the Term upon notice to the Companyby such Section 16 Participant for Good Reason, effective as set forth in such notice if at any time, each case within twenty-four (24) months following the date of two years after a Change of Control, any other event constituting Good Reason hereunder continues for more than ten unvested portion of this Award (10or the replacement award) days after shall immediately become vested in full. Upon termination of the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder Participant’s Employment following an event constituting such a Change in Control due to Retirement, the provisions of Control Section 4(c) shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Eventapply. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) To the commencement of any tender extent the Survivor does not assume the PUs or exchange offer or similar transaction for or involving the Company's securities, which, issue replacement awards as provided in the case of any transaction of the type described by clause (i) or (ii), if consummatedthen, could result in a immediately prior to the date of the Change of Control, all restricted stockthe Target PUs or Actual Achieved PUs, stock option and performance share awards made to as applicable (determined in the Executive manner set forth in clause (i)(A) above), shall become automatically immediately and fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreementvested. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:

Change of Control. Upon a Change in Control, the Company shall: ------------------- (a) Upon a Cause 50% of any unexercisable installments of any stock options held by the Officer on the Change of Control (as defined below), that have not expired to become exercisable on the Executive may terminate the Term upon notice to the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, that such acceleration -------- ------- of exercisability shall not occur to the extent that: (i) the Change of Control is intended to be accounted for as a pooling of interests; and (ii) the Company concludes, after consulting with its independent accountants, that such acceleration would prevent the Change of Control transaction from being accounted for as a pooling of interests for financial accounting purposes; and (b) Cause the period after a termination of employment within which any option may be exercised by the Officer in accordance with the provisions of the relevant option agreement and option plan to be extended to twelve months; provided, however, that such extension of exercisability shall not occur to the --- ------- extent that: (i) the Change of Control is intended to be accounted for as a pooling of interests; and (ii) the Company concludes, after consulting with its independent accountants, that such extension of exercisability would prevent the Change of Control transaction from being accounted for as a pooling of interests for financial accounting purposes. provided, however, that: (i) the Company's obligation to provide any of the -------- ------- amounts and benefits set forth in this Section 1 shall be subject to, and conditioned upon, the Officer's execution, on or before the Change of Control, of a full release of claims satisfactory to the Company releasing the Company and its affiliates, subsidiaries, divisions, directors, employees and agents from any claims arising from or related to the Officer's employment or severance from employment with the Company, including any claims arising from this Agreement, such release to be substantially in the event form of Exhibit A hereto (the transaction contemplated by the definitive agreement referred to above is not consummated --------- "Release"); and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement. (cii) For purposes notwithstanding any other provision of this Agreement, the term "Change of Control" Company shall mean the happening of not be obligated to provide any of the following:amounts and benefits set forth in this Section 1 until any applicable period within which the Officer may revoke the Release has expired.

Change of Control. (a) Upon If there is a Change of Control (as defined below)of Inovio, the Executive may terminate the Term upon then Inovio shall provide written notice to the Company, effective as set forth in MedImmune at least [XXXXXXX] prior to completion of such notice if at any time, within twenty-four (24) months following the date of a Change of Control, subject to any other confidentiality obligations of Inovio then in effect (but in any event constituting Good Reason hereunder continues for more than ten (10) days shall notify MedImmune within [XXXXXXX] after the Executive delivers notice thereof to the Companycompletion of such Change of Control). The failure Change of Executive Control Group in connection with such Change of Control shall agree in writing with MedImmune that it shall comply with the Exclusivity obligations under Section 2.3, above. The Change of Control Group in connection with such Change of Control shall agree in writing with MedImmune that it will not utilize any of MedImmune’s Know-How, Patent Rights, Inventions, Materials or Confidential Information or Joint Know-How, Joint Patent Rights or Collaboration IP (collectively, “Sensitive Information”) for the research, development or commercialization of any product for the treatment of any indication or patient population for which a Product may be developed or commercialized. Following consummation of the Change of Control, MedImmune and the Change of Control Group shall adopt in writing reasonable procedures to exercise his rights hereunder following an event constituting prevent the disclosure of Sensitive Information beyond Inovio’s personnel who need to know the Sensitive Information solely for the purpose of fulfilling the Acquired Party’s obligations under this Agreement. If there is a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, whichInovio then MedImmune may, in its sole discretion, cause Inovio to immediately cease any work under the case of Research Plans. Upon any transaction of the type described such cessation, Inovio will immediately cease all activity, transfer to MedImmune all data developed by clause (i) or (ii)Inovio, if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, reconcile actual FTE costs in the event quarter against the transaction contemplated quarterly prepayment made by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution MedImmune. Within thirty (30) days of such definitive agreementreconciliation, Inovio will refund to MedImmune the difference between the quarterly prepayment by MedImmune and Inovio actual FTE expenditures in the quarter. All licenses granted by MedImmune to Inovio shall terminate, except the rights granted by MedImmune to Inovio under Section 2.3, above, shall survive. In addition, MedImmune shall have the right to suspend Inovio or its successor’s participation and rights under Article 3, and MedImmune shall have the right to make all decisions under the Agreement unilaterally and without consultation with Inovio or its successor. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:

Change of Control. In the event there is an Involuntary Termination (aas defined herein) Upon of the Executive's employment by the Bank, concurrently with or within twelve (12) months following a Change of Control (as defined belowherein), then SFBC shall: (a) Pay to the Executive may terminate a lump sum cash amount, upon the Term upon notice later of the date of such Change of Control or the effective date of the Executive's termination of employment with the Bank, equal to the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following of the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event.Executive's then current monthly base salary; and (b) Upon Maintain and provide for a period ending at the earlier of (i) eighteen (18) months after the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any effective date of the CompanyExecutive's principal stockholderstermination ("Executive's Termination Date") or (ii) the date of the Executive's full time employment by another employer that provides substantially similar benefits, at no premium cost to the Executive, the same group health benefits and other group insurance and group retirement benefits as the Executive would have received if the Executive had continued to be employed by the Bank, to the extent that the Bank can do so under the terms of applicable plans as are maintained by the Bank for the benefit of its executive officers from time to time; and (c) In the event that the continued participation of the Executive in any group insurance plan as provided in Section 3(b) would trigger the payment of an excise tax under Section 4980D of the Code, or during the period set forth in Section 3(b) any such group insurance plan is discontinued, then the Bank shall at its election either (i) arrange to provide the Executive with alternative benefits substantially similar to those which contemplates a transactionthe Executive was entitled to receive under such group insurance plans immediately prior to the Executive's Termination Date, provided that the alternative benefits do not trigger the payment of an excise tax under Section 4980D of the Code, or (ii) pay to the commencement of any tender Executive within 20 business days following the Executive's Termination Date (or exchange offer or similar transaction for or involving within 20 business days following the Company's securities, which, in the case of any transaction discontinuation of the type described benefits if later) a lump sum cash amount equal to the projected cost to the Bank of providing continued coverage to the Executive, with the projected cost to be based on the costs being incurred immediately prior to the Executive's Termination Date (or the discontinuation of the benefits if later), as increased by clause 10% each year; and (i) Any insurance premiums payable by the Bank or any successor pursuant to Sections 3(b) or 3(c) shall be payable at such times and in such amounts as if the Executive was still an employee of the Bank, subject to any increases in such amounts imposed by the insurance company or COBRA, with the Bank paying any employee portion of the premiums that the Executive would have been required to pay if he was still an employee of the Bank, and (ii) the amount of insurance premiums required to be paid by the Bank in any taxable year shall not affect the amount of insurance premiums required to be paid the Bank in any other taxable year. (e) Notwithstanding any other provision contained in this Agreement, if either (i) the time period for making any cash payment under Section 3(c) commences in one calendar year and ends in the succeeding calendar year or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, ) in the event any payment under this Section 3 is made contingent upon the transaction contemplated by the definitive agreement referred to above is not consummated execution of a general release and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution period that the Executive has to consider the terms of such definitive agreementgeneral release (including any revocation period under such release) commences in one calendar year and ends in the succeeding calendar year, then the payment shall not be paid until the succeeding calendar year. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:

Change of Control. (a) Upon a Change of Control (as defined below), In the Executive may terminate the Term upon notice to the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following the date event of a Change of Control, the Options shall immediately become fully vested and exercisable. For purposes of any other event constituting Good Reason hereunder continues for more than ten (10) days options granted to the Executive prior to October 6, 2008, “Change of Control” shall have the meaning set forth in, or incorporated into, the applicable award agreement. For the purposes of this Agreement and options granted on or after October 6, 2008, a “Change of Control” shall be deemed to have occurred if, after the Executive delivers notice thereof to Commencement Date, there shall have occurred any of the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon following: (i) any “person,” as such term is used in Section 13(d) and 14(d) of the execution Securities Exchange Act of a definitive agreement 1934 (includingthe “Exchange Act”), without limitationother than the Company, any "lock-up" trustee or voting agreement with other fiduciary holding securities under an employee benefit plan of the Company or a Group Affiliate, or any company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company's principal stockholders, acquires beneficial ownership (as defined under Section 13(d) which contemplates of the Exchange Act) of voting securities of the Company and immediately thereafter is a transaction“50% Beneficial Owner.” For purposes of this provision, a “50% Beneficial Owner” shall mean a person who is the “beneficial owner” (as defined under Section 13(d) of the Exchange Act), directly or (ii) indirectly, of securities of the commencement Company representing more than 50% of any tender or exchange offer or similar transaction for or involving the combined voting power of the Company's ’s then-outstanding voting securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, that the term “50% Beneficial Owner” shall not include any person who was a beneficial owner of outstanding voting securities of the Company at the Commencement Date (an “Existing Shareholder”), including any group that may be formed which is comprised solely of Existing Shareholders or any affiliate of an Existing Shareholder to whom voting securities may be transferred if and for so long as the Existing Shareholder remains an indirect beneficial owner of the voting securities following such transfer, unless and until such time after the Commencement Date as any such Existing Shareholder shall have acquired beneficial ownership (other than by means of a stock dividend, stock split, gift, inheritance or receipt of securities in compensation for individual services as a director or officer of the event Company) of any additional voting securities of the Company; (ii) during any period of twelve (12) consecutive months commencing on or after the Commencement Date, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a “person” (as defined above) who has entered into an agreement with the Company to effect a transaction contemplated described in subsections (i), (iii) or (iv) of this definition) whose election by the definitive agreement referred Board or nomination for election by the Company’s shareholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (the “Continuing Directors”), cease for any reason to above is constitute at least a majority thereof; (iii) the consummation of a merger, consolidation, recapitalization, or reorganization of the Company, or a reverse stock split of any class of voting securities of the Company, other than any such transaction which would result in at least 50% of the combined voting power of the voting securities of the Company or the surviving entity outstanding immediately after such transaction being beneficially owned by persons who together beneficially owned at least 80% of the combined voting power of the voting securities of the Company outstanding immediately prior to such transaction with the relative voting power of each such continuing holder compared to the voting power of each other continuing holder not consummated substantially altered as a result of the transaction; provided that, for purposes of this Section 2.7(b)(iii), such continuity of ownership (and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards preservation of relative voting power) shall be deemed restored to be satisfied if the failure to meet such 50% threshold (or to substantially preserve such relative voting power) is due solely to the vesting schedules in effect at acquisition of voting securities by an employee benefit plan of the time Company or Group Affiliate, such surviving entity or a subsidiary thereof; or (iv) the sale or disposition by the Company of execution all or substantially all of such definitive agreement. the Company’s assets (cor any transaction having a similar effect). The foregoing notwithstanding, a transaction shall not constitute a Change of Control if its sole purpose is to change the state of the Company’s incorporation. In addition, an initial public offering (“IPO”) For of the securities of the Company shall not constitute a Change of Control for purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:.

Change of Control. (a) Upon Notwithstanding any provision herein to the contrary, if a Change of Control (as defined below), the Executive may terminate the Term upon notice occurs prior to the Company, effective as set forth in such notice if at any time, within twenty-four end of the Performance Period (24) months following the date of a such occurrence, the “Change of ControlControl Date”) and the Service Provider has remained in continuous service with the Partnership Entities through the Change of Control Date, any other event constituting Good Reason hereunder continues then, (i) the Service Provider shall be deemed to have earned a number of Performance Units equal to the number of Earned Performance Units the Service Provider would have earned in accordance with Section 4, but assuming that (A) the Performance Period ended on the Change of Control Date, and (B) the determination of whether, and to what extent, the Partnership has satisfied the performance conditions set forth on Exhibit A shall be based on actual performance against the stated criteria through the Change of Control Date; and (ii) the number of Earned Performance Units determined in accordance with clause (i) of this Section 5(a) (as may be grossed-up for more than ten further distributions in accordance with Section 3 above) shall become vested and nonforfeitable and the Continuous Service Requirement with respect to such Earned Performance Units shall be deemed satisfied if either (10A) days the Service Provider remains in continuous active service with the Partnership Entities from the Change of Control Date through (1) the last day of the Performance Period with respect to 2/3 of the Earned Performance Units, and (2) the date that is the 12 month anniversary of the last day of the Performance Period, with respect to the remaining 1/3 of the Earned Performance Units; or (B) the Service Provider’s employment or service relationship with the Partnership Entities is terminated on or after the Executive delivers notice thereof Change of Control Date by a Partnership Entity without Cause or by the Service Provider for Good Reason; provided, that, if the Continuous Service Requirement is deemed satisfied by virtue of this clause (B), then the number of Earned Performance Units with respect to which payment shall be made pursuant to Section 6 hereof shall be a number equal to the Companysum of (x) the product of (i) 2/3 of the total number of Earned Performance Units determined under this Section 5(a) times (ii) a fraction, the numerator of which is the number of full months (counting the month in which the Service Provider’s termination of employment or service relationship occurs as a full month), beginning with the month in which the Performance Period commences, during which the Service Provider was employed by, or provided services to, the Partnership Entities (the “Service Months”), or such greater number up to 24 as determined by the Committee in its sole discretion, and the denominator of which is 24 and (y) the product of (i) 1/3 of the total number of Earned Performance Units determined under this Section 5(a) times (ii) a fraction, the numerator of which is the Service Months, or such greater number up to 36 as determined by the Committee in its sole discretion, and the denominator of which is 36; provided further, that, upon such termination of employment or service, the Service Provider executes a release of all claims against the Partnership Entities (the form of which shall be delivered to the Service Provider on the date of termination) within 45 days following the Service Provider’s date of termination and does not subsequently revoke such release within the seven (7) day period following its execution; provided, however, that, if the Service Provider does not execute such release or executes and later revokes such release, the Service Provider shall not have satisfied the Continuous Service Requirement pursuant to this clause (B). The failure of Executive Notwithstanding any provision contained herein to exercise his rights hereunder following an event constituting the contrary, if a Change of Control shall not preclude Executive from exercising such rights occurs following the occurrence last day of a subsequent the Performance Period but prior to the date that is the 12 month anniversary of the last day of the Performance Period, then, the number of Earned Performance Units determined in accordance with Section 4 with respect to which the Continuous Service Requirement has not been satisfied as of such Change of Control eventDate (i.e., even 1/3 of the Earned Performance Units at the end of the Performance Period, as grossed-up for further distributions as provided in Section 3 above) shall become vested and nonforfeitable and the Continuous Service Requirement with respect to such Earned Performance Units shall be deemed satisfied if related to a prior Change of Control Event. (b) Upon either (i) the execution Service Provider remains in continuous active service with the Partnership Entities from the Change of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any Control Date through the date that is the 12 month anniversary of the Company's principal stockholders) which contemplates a transaction, last day of the Performance Period; or (ii) the commencement Service Provider’s employment or service relationship with the Partnership Entities is terminated on or after the Change of any tender Control Date by a Partnership Entity without Cause or exchange offer or similar transaction by the Service Provider for or involving Good Reason; provided, that, if the Company's securities, which, in the case Continuous Service Requirement is deemed satisfied by virtue of any transaction of the type described by this clause (i) or (ii), if consummated, could result in a Change then the number of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction Earned Performance Units with respect to which payment shall be made pursuant to Section 6 hereof shall be a number equal to the product of (A) such number of Earned Performance Units, times (B) a fraction, the numerator of which is the Service Months, or such greater number up to 36 as determined by the Committee in its sole discretion, and the denominator of which is 36; provided further, that, upon such termination of employment or service, the Service Provider executes a release of all restricted stock, stock option claims against the Partnership Entities (the form of which shall be delivered to the Service Provider on the date of termination) within 45 days following the Service Provider’s date of termination and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rightsdoes not subsequently revoke such release within the seven (7) day period following its execution; provided, however, in that if the event the transaction contemplated by the definitive agreement referred to above is Service Provider does not consummated execute such release or executes and later revokes such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement. (c) For purposes of this Agreementrelease, the term "Change of Control" Service Provider shall mean not have satisfied the happening of any of the following:Continuous Service Requirement pursuant to this clause (ii).

Change of Control. (a) Upon If a Change of Control occurs after the Grant Date but before the Scheduled Vesting Date and while you continue to be employed, then the following will apply: (1) If the Change of Control occurs on or after the last day of the Performance Period, the number of Units determined to have been earned as of the end of the Performance Period in accordance with Exhibit A will vest as of the Scheduled Vesting Date. (2) If the Change of Control occurs before the last day of the Performance Period, and if this Award is not continued, assumed or replaced in connection with the Change of Control, then a pro rata portion of the Target Number of Units will vest as of the date of and immediately prior to the Change of Control. The pro rata portion will be determined in the same manner as provided in Section 4(b)(3). (3) If the Change of Control occurs before the last day of the Performance Period, and if this Award is continued, assumed or replaced in connection with the Change of Control but you experience an involuntary termination of employment for reasons other than Cause, or you terminate your employment for Good Reason (as defined below), and in either case such termination occurs within one year after the Executive may terminate the Term upon notice to the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after then a pro rata portion of the Executive delivers notice thereof to the CompanyTarget Number of Units shall vest as of your employment termination date. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control pro rata portion shall not preclude Executive from exercising such rights following be determined in the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Eventsame manner as provided in Section 4(c) (Retirement). (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement. (c4) For purposes of this AgreementSection 4(b), “Good Reason” means, without your express written consent, (A) any material reduction in the term "Change scope of Control" shall mean your authority, duties or responsibilities; (B) any material reduction in your base compensation; (C) any material change in the happening geographic location of your principal place of employment; or (D) any action or inaction that constitutes a material breach by the Company of any agreement under which you provide services to the Company. Good Reason shall not, however, exist unless you have first provided written notice to the Company of the following:initial occurrence of one or more of the events under clauses (A) through (D) above within ninety (90) days of the event’s occurrence, and such event is not fully remedied by the Company within thirty (30) days after the Company’s receipt of written notice from you.

Change of Control. (a) Upon In the event that a Change of Control occurs during the Employment Term and within six months prior thereto or at any time thereafter, either the Partnership terminates the Executive’s employment hereunder without Cause (as defined below), including pursuant to a Non-Renewal Notice) or the Executive may terminates his employment hereunder with Good Reason or the Executive elects to terminate his employment hereunder during the Term upon notice to six month period commencing on the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following sixth month anniversary and ending on the date twelve month anniversary of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10a) days after the Executive delivers notice thereof Partnership shall pay to the Company. The failure Executive, in accordance with Section 6.4 herein, the sum of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any portion of the Company's principal stockholders) which contemplates a transactionBase Salary earned but unpaid as of the Date of Termination, or (ii) the commencement Pro-rata Bonus (as defined below) and (iii) an amount equal to three times the sum of any tender or exchange offer or similar transaction for or involving (A) the Company's securities, which, in Base Salary plus (B) the case of any transaction of Maximum Annual Bonus and (b) the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made Partnership shall provide to the Executive shall become automatically fully vested and exercisable in order to provide his dependents from the Executive with a reasonable time period to enable Date of Termination until the Executive to obtain the economic benefit expiration of the contemplated transaction with respect third anniversary of the Date of Termination (the “Severance Period”), medical benefits substantially equivalent to all restricted stock, stock option the medical benefits provided by the Partnership to senior executives and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rightsdependents during such period; provided, however, in the event the transaction contemplated (i) that benefits otherwise receivable by the definitive agreement referred Executive pursuant to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards this clause (b) of this Section 6.1 shall be deemed restored reduced to the vesting schedules extent comparable benefits are actually provided to the Executive or his dependents by another party (and the Executive shall report to the Partnership any benefits that are actually provided to him); (ii) the Severance Period shall run concurrently with any period for which Executive is eligible to elect health coverage under COBRA; (iii) during the Severance Period, the benefits provided in effect at any one calendar year shall not affect the time amount of execution benefits provided in any other calendar year; (iv) the reimbursement of such definitive agreement. an eligible taxable expense shall be made on or before the end of the calendar year following the calendar year in which the expense was incurred; and (cv) For purposes the Executive’s rights pursuant to this Section 6.1(b) shall not be subject to liquidation or exchange for another benefit. The Partnership’s obligation and the Executive’s rights under clause (a)(ii) and (iii) and clause (b) of this Agreement, Section 6.1 shall terminate immediately upon the term "Change occurrence of Control" shall mean the happening of any of the following:a Competition Event (as defined below).

Change of Control. (a) Upon 8.1 This Section 8 shall become effective, but not operative, immediately upon the Commencement Date and shall remain in effect so long as the Employee remains employed hereunder by the Corporation, but shall not be operative unless and until there has been a Change of Control (in Control, as defined below), the Executive may terminate the Term upon notice to the Company, effective as set forth in Section 8.4 hereof. Upon such notice if at any time, within twenty-four (24) months following the date of a Change of in Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting this Section 8 shall become operative immediately. 8.2 If a Change of in Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon occurs (i) while the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of Employee is employed by the Company's principal stockholders) which contemplates a transactionCorporation hereunder, or (ii) subsequent to the commencement Termination Date of any tender the Employee's employment hereunder other than by the Corporation for cause, or exchange offer death or similar transaction for disability, and prior to the later of the first anniversary of such Termination Date or involving the Company's securitiesthird anniversary of the Commencement Date, whichor (iii) within 180 days of the Scheduled Termination Date, the Employee may, in his sole discretion, within twelve (12) months after the case of any transaction date of the type Change in Control, give notice to the Corporation that he intends to elect to exercise his rights under this Section 8 (the "Notice of Intention"). Within thirty (30) days after the Corporation's receipt of the Notice of Intention, the Corporation shall provide written notice to the Employee setting forth the Corporation's computation of the amount that would be payable pursuant to Section 8.3, accompanied by the written opinion of the Corporation's independent certified public accountants confirming the Corporation's computation. If the Employee takes exception to the Corporation's computation of such amount, the Employee may (but shall not be prejudiced in this right to later contest the amount actually paid by failure to do so) give a further written notice to the Corporation setting forth in reasonable detail the Employee's exceptions to the Corporation's computation, accompanied by the written opinion of the Employee's tax advisor confirming the basis for such exceptions. Exercise by the Employee of his rights pursuant to this Section 8 shall only be made by giving further notice to the Corporation (the "Notice of Exercise") within six (6) months from the date of the Notice of Intention. 8.3 If the Employee gives the Notice of Exercise described in Section 8.2 to the Corporation, the Termination Date of his employment hereunder shall then occur; all outstanding stock options which are not then exercisable shall immediately become exercisable in full; and the Corporation shall pay to the Employee a lump sum amount equal to $1.00 less than three (3) times the Employee's "base amount" (as defined by clause (i) or (iiSection 280(G), if consummatedPart IX, could result in a Change Subchapter B, Chapter 1 of Controlthe Internal Revenue Code of 1986, all restricted stockas amended). The Corporation shall, stock option and performance share awards made within ten (10) business days after the date of the Notice of Exercise, deliver to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, Employee its cashier's check in the event amount payable pursuant to this Section 8.3, and payment of such amount shall terminate the transaction contemplated by the definitive agreement referred Employee's rights to above is not consummated receive any and such definitive agreement is terminatedall other compensation, all accelerated restricted stockreimbursements, stock options and awards shall be deemed restored indemnification, or benefits under this Agreement, other than those which are payable to or have accrued to the vesting schedules Employee as described in effect at the time of execution of such definitive agreementSection 7.6. (c) 8.4 For the purposes of this Agreement, the term "a Change of Control" in Control shall mean (i) a reportable change in control under the happening of any proxy rules of the following:Securities and Exchange Commission, including the acquisition of a 30% beneficial voting interest in the Corporation (other than such acquisition by Employee or an affiliate of Employee), or (ii) a change in any calendar year of such number of directors as constitutes a majority of the board of directors of the Corporation, unless the election, or the nomination for election by the Corporation's shareholders, of each new director was approved by a vote of at least two-thirds (2/3) of the directors then in office who were directors at the beginning of the calendar year.

Change of Control. (a) Upon Anything in this Agreement to the contrary notwithstanding, if, upon or within one year of a Change of Control (as defined below) occurring at any time during the Term, the Company or a succeeding entity terminates Executive without Cause (as defined above) or the Executive terminates his employment for Good Reason (as defined in Section 6(c) above), the Company or the succeeding entity’s obligation to Executive shall be (i) unpaid Base Salary, bonus and benefits accrued up to the effective date of termination, (ii) a lump sum payment equal to Executive’s then-current Base Salary for a period of twenty-four (24) months, and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. In the event of a without Cause Change of Control termination as described herein, these payments shall be in lieu of, and not in addition to, any severance pay or benefits set forth in Section 6(b) of this Agreement. Notwithstanding anything to the contrary contained herein or in any award agreement between Executive and the Company, in the event of a Change of Control (as defined below), (i) all unvested awards held by the Executive may terminate under the Term Company’s 2007 Equity Incentive Plan, including stock options and restricted stock units described in Section 3(c) and any other subsequent awards, shall become fully vested upon notice the Change of Control and, if applicable, immediately exercisable, (ii) each such award, and each already vested award described in Section 3(c), which is a stock option shall continue to be exercisable for the remainder of its term, and (iii) with respect to any award under the Company’s 2007 Equity Incentive Plan that is subject to the attainment of performance objectives or specified performance criteria, such performance objectives and criteria shall be deemed satisfied at the target level and any performance period shall be deemed to end as of the date of the Change of Control. As a condition to his receipt of the post-employment payments and benefits under this Section 7(a), other than the vesting of awards described in the preceding sentence, Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a release of claims agreement in favor of the Company, effective as related entities and individuals and the succeeding entity, within the timeframe and in a form to be prescribed by the Company or a succeeding entity. The severance shall be paid in a lump sum within ninety (90) calendar days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such notice if at any time, within twenty-four (24) months following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:

Change of Control. (a) Upon a Change of Control (as defined below), the Executive may terminate the Term upon notice to the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event.If: (b) Upon (i) the execution Initial Investors ceasing to directly or indirectly beneficially own 50.1 per cent. of the issued voting share capital of, or ceasing to have the ability directly or indirectly to exercise 50.1 per cent. of the voting rights in, the Company; (ii) persons appointed, nominated or voted for by the Initial Investors taken together, ceasing to form a definitive agreement majority of the board of directors (including, without limitation, any "lock-up" or voting agreement with any equivalent body) of the Company's principal stockholders; (iii) which contemplates InterCo is not or ceases to be the immediate Holding Company of PIKCo and the immediate wholly owned direct Subsidiary of Topco (save for any such shares required by applicable law to be issued to a transaction, director or other officer of InterCo); (iiiv) PIKCo is not or ceases to be the immediate Holding Company of the Company and the immediate wholly owned direct Subsidiary of InterCo (save for any such shares required by applicable law to be issued to a director or other officer of PIKCo); (v) the commencement Company is not or ceases to be the immediate Holding Company of Bidco and the immediate wholly owned direct Subsidiary of PIKCo (save for any such shares required by applicable law to be issued to a director or other officer of the Company); or (vi) Bidco is not or ceases to be the immediate wholly owned direct Subsidiary of the Company (save for any such shares required by applicable law to be issued to a director or other officer of Bidco), then: (A) the Company shall promptly notify the Agent (copied to the Brokers) upon becoming aware of that event; (B) if at the expiry of the Change of Control Period, there is not an Outstanding Transaction Liability, a Lender shall not be obliged to fund a Utilisation; (C) if at the expiry of the Change of Control Period, there is an Outstanding Transaction Liability, and on or before the proposed Utilisation Date specified in the relevant Utilisation Request, the Company (or any Broker on its behalf) has provided to the Agent an Outstanding Transaction List, notwithstanding the amount of any tender or exchange offer or similar transaction for or involving proposed Loan specified in that Utilisation Request, the Company's securities, which, in the case of any transaction amount of the type described by clause proposed Loan shall be: 1. no more than the Outstanding Transaction Liability; or 2. if the Outstanding Transaction Liability is equal to more than the Available Facility, the Available Facility; and (iD) or subject to paragraph (ii)D) above, if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement. (c) For purposes of this AgreementMajority Lenders so require, the term "Change of Control" Agent shall mean cancel the happening of any of Total Commitments and declare all outstanding Loans, together with accrued interest, and all other amounts accrued under the following:Finance Documents immediately due and payable, whereupon the Total Commitments will be cancelled and all such outstanding amounts will become immediately due and payable.

Change of Control. (a) Upon a A Change of Control (as defined below)of the Company occurs while the Grantee is a director of the Company and, the Executive may terminate the Term upon notice to the Company, effective as set forth in connection with such notice if at any time, within twenty-four (24) months following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof successor corporation does not Assume the award under this Agreement or the Grantee does not continue to the Company. The failure of Executive to exercise his rights hereunder following an event constituting serve as a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any director of the Company's principal stockholders) which contemplates successor corporation (or, if the successor corporation is a transactionsubsidiary, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving parent corporation). If the Company's securities, which, in successor corporation Assumes the case of any transaction award under this Agreement and the Grantee continues to serve as a director of the type described by clause successor corporation (i) or (ii)or, if consummatedthe successor corporation is a subsidiary, could result in a Change of Controlthe parent corporation) until the Vesting Date, all restricted stock, stock option and performance share awards made to the Executive then no such acceleration shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by himapply. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement. (c) For purposes of this Agreement, the term "award under this Agreement shall be deemed “Assumed” following a Change of Control if the following conditions are met: (i) the award is converted into a replacement award covering a number of shares of the entity effecting the Change of Control (or a successor or parent corporation), as determined in a manner substantially similar to the treatment of an equal number of Restricted Shares covered by the award; provided, that to the extent that any portion of the consideration received by holders of the Company common stock in the Change of Control transaction is not in the form of the common stock of such entity (or a successor or parent corporation), the number of shares covered by the replacement award shall be based on the average of the high and low selling prices of the common stock of such entity (or a successor or parent corporation) on the established stock exchange on the trading day immediately preceding the date of the Change of Control" shall mean ; (ii) the happening replacement award contains provisions for scheduled vesting and treatment on termination of any employment that are no less favorable to the Grantee than the underlying award being replaced, and all other terms of the following:replacement award (other than the security and number of shares represented by the replacement award) are substantially similar to the underlying award; and (iii) the security represented by the replacement award is of a class that is publicly held and widely traded on an established stock exchange.

Change of Control. (a) Upon a Change Notwithstanding any other provision of Control (as defined below)this Agreement, in the Executive may terminate the Term upon notice to event that Purchaser's relationship with the Company, effective its successor (or any parent or subsidiary of either), whether as set forth in such notice an employee or consultant, is terminated without "Cause" or if at any time, Purchaser resigns for "Good Reason" within twenty-four thirteen (2413) months following after the effective date of a the Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after then the Executive delivers notice thereof to Repurchase Option shall lapse and terminate and the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control Stock shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Eventbe fully vested. (b) Upon In the event that lapse and termination of the Repurchase Option constitutes a "parachute payment" within the meaning of Section 280G (as it may be amended or replaced) of the Internal Revenue Code of 1986, as amended or replaced (the "Code") and (ii) but for this paragraph (b), would be subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) of the Code (the "Excise Tax"), then Purchaser's benefits hereunder shall be either (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transactiondelivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such benefits being subject to the commencement Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Purchaser on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under the Excise Tax. Unless the Company and Purchaser otherwise agree in writing, any tender or exchange offer or similar transaction for or involving determination required under this paragraph (b) shall be made in writing in good faith by the Company's securitiesindependent public accountants (The "Accountants"). In the event of a reduction in benefits hereunder, whichPurchaser shall be given the choice of which benefits to reduce. For purposes of making the calculations required by this paragraph (b), in the case of any transaction Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option Code. The Company and performance share awards made Purchaser shall furnish to the Executive shall become automatically fully vested Accountants such information and exercisable documents as the Accountants may reasonably request in order to provide make a determination under this paragraph (b). The Purchaser shall bear all costs the Executive Accountants may reasonably incur in connection with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction any calculations contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreementthis paragraph (b). (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:

Change of Control. (a) Upon a Change Notwithstanding the provisions of Control (as defined below)Sections 3 and 4 above, the Executive may terminate the Term upon notice to the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following the date occurrence of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure there is a Termination of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event.Employment: (ba) Upon (i) by the execution of a definitive agreement (includingCompany or an Affiliate, as applicable, without limitationCause or due to Company-mandated (or Affiliate-mandated, any "lock-up" or voting agreement with any of the Company's principal stockholdersas applicable) which contemplates a transactionretirement, or (ii) the commencement on account of any tender death or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) Disability or (ii)iii) by the Participant on account of a Constructive Termination, if consummated, could result in a Change of Controlthen upon such termination, all restricted stock, stock option and performance share awards made outstanding RSUs awarded pursuant to the Executive Section 1 above shall become automatically fully vested and exercisable vest in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rightsfull; provided, however, that in the event that the transaction contemplated by Change of Control occurs prior to the definitive agreement referred Announcement Date, the number of RSUs awarded pursuant to Section 1 above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards that shall be deemed restored to be outstanding for this purpose shall be equal to the vesting schedules greater of (x) the number of RSUs determined as set forth in effect Section 1 above, determined using the Company’s performance during the actual quarters completed in the Performance Period prior to the Change of Control, as determined by the Committee (which, for this purpose, shall mean the Committee comprised of members of the Board immediately prior to the Change of Control), and (y) the target number of RSUs. Shares shall be issued to the Participant by the Company as soon as reasonably practicable after such termination but not later than March 15 of the year following the year of vesting; (b) by the Participant other than on account of a Constructive Termination, then all RSUs awarded pursuant to Section 1 above that are unvested at the time date of execution termination shall be forfeited, and Shares with respect to any RSUs awarded pursuant to Section 1 above that are vested at the date of termination shall be issued to the Participant by the Company as soon as reasonably practicable after such definitive agreement.termination but not later than March 15 of the year following the year of vesting; or (c) For purposes by the Company or an Affiliate, as applicable, for Cause, then all RSUs awarded pursuant to Section 1 above, whether vested or unvested at the date of this Agreementtermination, the term "Change of Control" shall mean the happening of any of the following:be forfeited.

Change of Control. (a) Upon 22.1 If there is a Change of Control (as defined below), of the Executive may terminate the Term upon notice to the Company, effective as set forth in such notice if at any timeCompany and, within twenty-four (24) 12 months following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following directly or indirectly in connection with it: (a) the occurrence of a subsequent Change of Control event, even if related Company terminates the Appointment other than in circumstances in which it was entitled to a prior Change of Control Event.rely on clause 211); or (b) Upon the Employee serves notice to terminate the Appointment in accordance with clause 1.6, the Company shall, subject to clause 22.2 below, pay the Agreed Sum to the Employee within one month following Termination. The Agreed Sum shall be payable less any tax or other statutory deductions which the Company is obliged to deduct. 22.2 The payment of the Agreed Sum shall be conditional on and in consideration of: (ia) the execution of a definitive agreement Employee complying with the obligations in clause 23.2(g); (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (iib) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securitiesEmployee complying with and continuing to comply with his obligations relating to confidentiality, whichintellectual property and restrictive covenants as set out in clause 16.3, in the case of any transaction of the type described by clause (i17.2(c) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement.clause 24.4 respectively; (c) Clause 24.4 applying notwithstanding that the Appointment may, or without the payment of the Agreed Sum might, otherwise have been repudiated by the Company; and (d) the Employee executing such documents in a form reasonably acceptable to the Company as it may require. 22.3 For purposes the avoidance of this Agreementdoubt, the term "Change payment of Control" the Agreed Sum shall mean not affect the happening of Employee's entitlement to any of the following: (a) any accrued but unpaid salary; (b) any payment in lieu of accrued but unused holiday; or (c) the reimbursement of expenses, provided that all claims for reimbursement are submitted within four weeks after Termination, in relation, in each case, to the period before Termination. 22.4 To the extent that the Agreed Sum is damages (which is not admitted), the parties agree that the terms of this clause 21.2 represent a genuine pre- estimate of the loss to the Employee that would arise on termination of the Appointment in the circumstances described and does not constitute a penalty. The [Company waives any requirement on the Employee to mitigate his losses in respect of such termination and the] Employee shall, subject to clause 22.2(d), accept the Agreed Sum in full and final settlement of all and any claims that he may have arising out of the Appointment or its termination (excluding any personal injury claims of which he is not aware at Termination or any claims in relation to accrued entitlements under the Company pension scheme).

Change of Control. (a) Upon a A Change of Control (as defined below“Change of Control”) shall mean the closing of a transaction or series of transactions in which either: (i) More than fifty percent (50%) of the voting power of the Company or, (ii) All or substantially all of the assets of the Company are transferred to a party that was not a significant stockholder, member, or partner in the Company or any of its subsidiaries, ventures or affiliates prior to such transaction or series of transactions. (b) Subject to Section 9(a), the Executive may terminate the Term upon notice to the Company, effective as set forth in such notice if at any time, time within twenty-four twelve (2412) months following the date of a Change of Control, any other event constituting the Employee incurs a termination of employment by the Employer without cause, or resigns his employment for Good Reason hereunder continues for more than ten Reason, then subject to Employee’s timely execution (10and non-revocation) of the form of Release Agreement described in Section 10(a) within sixty (60) days after of the Executive delivers notice thereof date of Employee’s termination, the Employer shall pay to Employee within seventy-five (75) days of Employee’s termination: (i) Two times the Company. sum of the Employee’s base salary as of the termination of employment; plus (ii) The failure higher of Executive to exercise his rights hereunder following an event constituting a one times the sum of the Employee’s target annual incentive bonus for the calendar year in which the Change of Control shall not preclude Executive from exercising such rights following occurs; or the occurrence of a subsequent actual incentive bonus received by the Employee for the calendar year that preceded the year in which the Change of Control event, even if related to a prior Change of Control Eventoccurs. (bc) Upon (i) the execution of a definitive agreement (includingIn addition, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (iisubject to Section 9(a), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted outstanding stock options and performance share other equity-based compensation awards held by the Employee at the time of his termination of employment shall become automatically exercisable and shall remain exercisable through their original terms with all rightsvest in full; provided, however, in that restricted stock awards granted to Employee which are subject to meeting performance goals shall only vest upon determination that such goals were met as of the event the transaction contemplated date of termination of employment. (d) In addition, Employer shall pay Employee, within thirty (30) days of such termination of employment (or sooner if required by the definitive agreement referred law), any Accrued Compensation and any expenses reimbursable pursuant to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at Section 5 as of the time of execution of such definitive agreementtermination. (ce) Employee shall be entitled to any Accrued Benefits as of the time of such termination when and if provided to be paid by the applicable program or plan. In addition, subject to Employee’s timely execution (and non-revocation) of the form of Release Agreement described in Section 10(a), Employee shall be entitled to reimbursement of the payment of premiums required to continue Employee’s group health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act 1986 (“COBRA”) until the earlier of (a) the date his COBRA continuation coverage ceases or (b) for twelve (12) months after the date of his termination of employment. (f) This Agreement is not intended to provide benefits that would constitute a deferral of compensation within the meaning of Section 409A of the Code. (g) For purposes of clarification, if Employee is entitled to a payment pursuant to this AgreementSection 9, the term "Change of Control" Employee shall mean the happening of any of the following:not be eligible for a payment pursuant to Section 8(a)(iii) above.

Change of Control. (a) Upon If prior to termination of this Agreement, there should be a Change of Control (as defined below), the Executive may terminate the Term upon notice to the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following the date of a "Change of Control," as defined in Section 14(b) below, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon and thereafter (i) the execution of a definitive agreement (including, without limitation, Executive's services should be terminated for any "lock-up" reason other than Executive's voluntary withdrawal or voting agreement with any of the Company's principal stockholders) which contemplates a transactionCause, or (ii) Executive is placed in any position of lesser stature than that of a senior executive officer of the commencement of any tender Corporation; is assigned duties inconsistent with a senior executive officer or exchange offer or similar transaction for or involving the Company's securities, duties which, in the case of any transaction of the type described by clause (i) or (ii)if performed, if consummated, could would result in a significant change in the nature or scope of powers, authority, functions or duties inherent in such position on the date hereof; is assigned performance requirements or working conditions which are at variance with the performance requirements and working conditions in effect immediately prior to the Change of Control; or is accorded treatment on a general basis that is in derogation of his status as a senior executive officer; (iii) any breach of Sections 4 through 8, inclusive, of this Agreement; or (iv) any requirement of the Corporation that the location at which Executive performs his principal duties for the Corporation be outside a radius of 30 miles from the location at which Executive performed such duties immediately prior to the Change of Control, all restricted stock, stock option and performance share awards made to then the Executive may terminate his employment and this Agreement and upon such termination, the Corporation will pay to Executive, as liquidated damages, a lump sum cash payment equal to 2.99 times Base Salary (unless Base Salary is greater than the "base amount" of Executive's compensation, in which case the amount paid to Executive hereunder shall become automatically fully vested and exercisable be 2.99 times the "base amount" of Executive's compensation). For purposes hereof, "base amount" shall have the meaning provided in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit Section 280G(b)(3)(A) of the contemplated transaction with respect to all restricted stockInternal Revenue Code ▇▇ ▇▇▇▇, stock option ▇▇ ▇▇▇▇▇▇▇, and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreementProposed Regulations thereunder. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:

Change of Control. 9.5.1 Either party may terminate this Agreement for good reason, determined reasonably and in good faith, in the event that the other party completes any transaction for the sale or transfer to a Third Party of substantially all of the other party's business (by asset or stock sale, merger or otherwise). For the purposes of this Section 9.5.1, "good reason" includes if such Third Party is a competitor of such party or is an adverse litigant with such party in a material litigation involving alleged infringement theft of or of intellectual property or unauthorized disclosure of confidential information. Deltagen expressly consents to the merger between Glaxo Wellcome and SmithKline ▇▇▇▇▇▇▇ and that, if completed, the provisions of this Agreement shall apply to the newly merged entity, provided that the newly merged entity executes an assumption agreement, in form reasonably satisfactory to Deltagen, pursuant to which the newly merged entity assumes all of Glaxo Wellcomes obligations and liabilities hereunder upon identical terms and conditions to those set out in this Agreement. 9.5.2 Glaxo Wellcome may terminate this Agreement without the necessity of good reason, in the event that Glaxo Wellcome completes any transaction for the sale or transfer to a Third Party of substantially all of such party's business (by asset or stock sale, merger or otherwise). 9.5.3 For the avoidance of doubt, this Section 9.5 does not apply to an initial public offering or any other public sale of securities, a corporate reorganization, the sale of securities in a financing or re-financing, or any other similar transaction. [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 9.5.4 A termination pursuant to this Section 9.5 by a party shall occur, if at all, by prompt written notice to the other party (a) Upon in the case of a Change of Control (as defined below), the Executive may terminate the Term upon notice to the Company, effective as set forth in such notice if at any timetermination under section 9.5.1, within twenty-four thirty (2430) months following days after receipt of written notice from the date other party of the pendency or completion of the pertinent transaction and (b) in the case of a Change of Controltermination under Section 9.5.2, any other event constituting Good Reason hereunder continues for more than ten within five (105) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any completion of the Company's principal stockholders) which contemplates a pertinent transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:

Change of Control. (a) Upon a Change of Control (as defined below)4.6.1 In addition to those payments and benefits described in Section 4.1, if during the Term the Company terminates the Executive’s employment without Cause or the Executive may terminate terminates his employment with Good Reason, in each case within the Term upon notice to the Company, effective as set forth in such notice if at any time, within twenty-four thirteen (2413) months month period following the date of a Change of Control, or if the Executive terminates his employment for any reason during the thirty (30) day period commencing on the date which is twelve (12) months following a Change of Control, the Term shall immediately terminate and the Executive shall be entitled to no further payments or benefits hereunder, except (i) the Company shall within 30 days following such termination make a lump sum cash payment to the Executive equal to the sum of (a) three hundred percent (300%) of the Base Salary on the date of such termination and (b) three hundred percent (300%) of the Executive’s Annual Bonus at target; (ii) continuing receipt of those benefits described in Section 3.6(i) during the thirty-six month period commencing on the date of each termination provided, however, that with regard to any benefits described in Section 3.6(i) which are not health or welfare benefits, the Company shall determine, in its reasonable discretion, the value of any such benefits and pay such value in a lump sum within 30 days following such termination; (iii) any granted but unvested Options set forth in Section 3.3 herein and any unvested 2006 Options shall become vested and exercisable and shall remain so for the period commencing on the date of such termination through the second anniversary of such termination, or if earlier, through the remainder of the term of such Options; (iv) any granted but unvested Restricted Stock Units set forth in Section 3.3 and any unvested 2006 Restricted Stock shall become vested; (v) the Company shall pay the reasonable cost of executive-level career assistance services for the Executive by a firm designated by the Executive for a period of twelve months following such termination; and (vi) the payment required, if any, pursuant to Sections 4.6.3.1-7. 4.6.2 For purposes of this Agreement, a “Change of Control” shall be deemed to occur upon: (i) the sale, lease, conveyance or other disposition of all or substantially all of the Company’ s assets as an entirety or substantially as an entirety to any person, entity or group of persons acting in concert other than in the ordinary course of business; (ii) any transaction or series of related transactions (as a result of a tender offer, merger, consolidation or otherwise) that results in any Person (as defined in Section 13(h)(8)(E) under the Securities Exchange Act of 1934) becoming the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, or more than 20% of the aggregate voting power of all classes of common equity of the Company, except if such Person is (w) a subsidiary of the Company, (x) an employee benefit plan for employees of the Company or (y) a company formed to hold the Company’ s common equity securities and whose shareholders constituted, at the time such company became such holding company, substantially all the shareholders of the Company; or (iii) a change in the composition of the Board over a period of thirty-six (36) consecutive months or less such that a majority of the then current Board members ceases to be comprised of individuals who either (a) have been Board members continuously since the beginning of such period, or (b) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (a) who were still in office at the time such election or nomination was approved by the Board. 4.6.3.1 If it shall be determined that any payment or distribution of any type to or in respect of the Executive made directly or indirectly, by the Company, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Total Payments”), is or will be subject to the excise tax imposed by Section 4999 of the Internal Code of 1986, as amended (the “Code”), or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes) imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments. 4.6.3.2 All computations and determinations relevant to this Section 4.6.3 shall be made by a national accounting firm selected and reimbursed by the Company from among the five (5) largest accounting firms in the United States (the “Accounting Firm”), subject to the Executive’s consent (not to be unreasonably withhold), which firm may be the Company’s accountants. Such determinations shall include whether any of the Total Payments are “parachute payments” (within the meaning of Section 280G of the Code). In making the initial determination hereunder as to whether a Gross-Up Payment is required, the Accounting Firm shall determine that no Gross-Up Payment is required if the Accounting Firm is able to conclude that no “Change of Control” has occurred (within the meaning of Section 280G of the Code). If the Accounting Firm determines that a Gross-Up Payment is required, the Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other event constituting Good Reason hereunder continues for more relevant matter both to the Company and the Executive by no later than ten (10) days following the termination date, if applicable, or such earlier time as is requested by the Company or the Executive (if the Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive and the Company with a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Executive has substantial authority not to report any Excise Tax on his federal income tax return. 4.6.3.3 If a Gross-Up Payment is determined to be payable, it shall be paid to the Executive within twenty (20) days after the Executive delivers notice thereof Determination (and all accompanying calculations and other material supporting the Determination) is delivered to the CompanyCompany by the Accounting Firm. The failure Any determination by the Accounting Firm shall be binding upon the Company and the Executive, absent manifest error. 4.6.3.4 As a result of Executive to exercise his rights hereunder following an event constituting a Change uncertainty in the application of Control shall Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not preclude Executive from exercising made by the Company should have been made (“Underpayment”), or that Gross-Up Payments will have been made by the Company which should not have been made (“Overpayments”). In either such rights following the occurrence of a subsequent Change of Control event, even if related the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the amount of such Underpayment (together with any interest and penalties payable by the Executive as a result of such Underpayment) shall be promptly paid by the Company to a prior Change or for the benefit of Control Eventthe Executive. 4.6.3.5 In the case of an Overpayment, the Executive shall, at the direction and expense of the Company, take such steps as are reasonably necessary (b) Upon including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company, and otherwise reasonably cooperate with the Company to correct such Overpayment, provided, however, that (i) the execution Executive shall not in any event be obligated to return to the Company an amount greater than the net after-tax portion of the Overpayment that he has retained or has recovered as a definitive agreement refund from the applicable taxing authorities and (includingii) this provision shall be interpreted in a manner consistent with the intent of this Section 4.6.3, without limitationwhich is to make the Executive whole, on an after-tax basis, from the application of the Excise Taxes, it being acknowledged and understood that the correction of an Overpayment may result in the Executive repaying to the Company an amount which is less than the Overpayment. 4.6.3.6 The Executive shall notify the Company in writing of any "lock-up" or voting agreement with claim by the Internal Revenue Service relating to the possible application of the Excise Tax under Section 4999 of the Code to any of the payments and amounts referred to herein and shall afford the Company's principal stockholders) which contemplates , at its expense, the opportunity to control the defense of such claim (for the sake of clarity, if the Internal Revenue Service is successful in any such claim or the Executive reaches a transactionfinal settlement with the Internal Revenue Service with respect to such claim (after having afforded the Company, at its expense, the opportunity to control the defense of such claim), the amount of the Excise Tax resulting from such successful claim or (ii) settlement shall be determinative as to whether or not there has been an Underpayment or an Overpayment for purposes of Section 4.6.3.4). 4.6.3.7 Without limiting the commencement intent of this Section 4.6.3 to make the Executive whole, on an after-tax basis, from the application of the Excise Taxes, all determinations by the Accounting Firm shall be made with a view to minimizing the application of Sections 280G and 4999 of the Code of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause Total Payments, subject, however, to the following: the Accounting Firm shall make its determination on the basis of “substantial authority” (iwithin the meaning of Section 6230 of the Code) or (ii), if consummated, could result in and shall provide opinions to that effect to both the Company and the Executive upon the request of either of them. 4.6.4 As soon as technically possible following a Change of Control, all restricted stockthe Executive shall receive an immediate payment in cash of the Annual Bonus under the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Annual Executive Short-Term Incentive Plan, stock option and performance share awards made or any successor plan, for the year in which the Change of Control takes place equal to the Annual Bonus the Executive received (if any) for the calendar year immediately preceding the year in which the Change of Control took place. If it is determined, after the end of the year in which the Change of Control took place, that the amount of the Annual Bonus that is actually due to the Executive for such year under the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Annual Executive Short-Term Incentive Plan, or any successor plan, exceeds the amount paid pursuant to the preceding sentence, the excess shall become automatically fully vested and exercisable in order be paid to provide the Executive with a reasonable time period to enable no later than the Executive to obtain the economic benefit fifteenth day of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by himthird month of the fiscal year next following the fiscal year for which this Annual Bonus is paid under this Section 4.6.4. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, It is expressly agreed that the overall Annual Bonus paid for the year in which the Change of Control takes place in no event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to lower than the vesting schedules in effect at the time of execution of such definitive agreement. (c) Recent Annual Bonus. For purposes of this Agreement, a “Recent Annual Bonus” shall mean a prior year’s Annual Bonus in cash equal to at least the highest “annual short-term "incentive award” (as such terminology is defined in the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Annual Executive Short-Term Incentive Plan) received by the Executive under the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Annual Executive Short-Term Incentive Plan, or any comparable bonus under any predecessor or successor plan, including any bonus or portion thereof that has been awarded but deferred, for the last three full fiscal years prior to the Change of Control" . Notwithstanding anything to the contrary, in the event that during any three year look-back period above, any annual bonus paid and received by Executive under the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Annual Executive Short-Term Incentive Plan (or any respective predecessor annual incentive plan) was paid by a ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ affiliate other than the Company, then any such annual bonus paid by either the Company or any other ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ affiliate during the three-year look-back period shall mean be deemed to be paid by the happening Company for purposes of any of the following:this computation.

Change of Control. (aThe provisions of this Section 4(c) Upon shall apply in lieu of, and expressly supersede, the provisions of Section 4(b) regarding severance pay and benefits upon a termination of employment, if such termination of employment occurs within 12 months after the occurrence of the first event constituting a Change of Control (as defined below), Control. These provisions shall terminate and be of no further force or effect beginning 12 months after the Executive may terminate the Term upon notice to the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following the date occurrence of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after . During the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii)Term, if consummated, could result in within 12 months following a Change of Control, all restricted stockthe Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), stock option and performance share awards made or the Executive terminates the Executive’s employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the Executive’s Accrued Benefit. In addition, subject to the Executive signing the Release and the expiration of the seven-day revocation period for the Release, the Company shall become automatically fully vested and exercisable in order to provide pay the Executive with a reasonable time period severance equal to enable two times the sum of (i) the Executive’s Base Salary at the rate in effect on the Date of Termination and (ii) the average of the Executive’s Discretionary Bonus under Section 2(b) received by the Executive to obtain for the economic benefit of two immediately preceding fiscal years (or one if the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by himExecutive has not been employed for two such years). Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards amount shall be deemed restored to paid in a lump sum on the vesting schedules in effect at first payroll date that occurs after the time 30th day after the Date of execution of such definitive agreement. (c) Termination. For purposes of this Agreement, the term "a “Change of Control" ” shall mean the happening occurrence of any of the following:following events (to the extent such event constitutes a “change in control” for purposes Section 409A of the Code): (a) any person or group of persons (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) directly or indirectly acquires, including but not limited to by means of a merger or consolidation, beneficial ownership (determined pursuant to Rule 13d-3 promulgated under the Exchange Act) of securities possessing more than 50% of the total combined voting power of the Company’s outstanding securities unless pursuant to a tender or exchange offer made directly to the Company’s stockholders that the Board recommends such stockholders accept, other than (i) the Company or any corporation, partnership, limited liability company, business trust or other person or entity controlling, controlled by or under common control with the Company (an “Affiliate”), (ii) an employee benefit plan of the Company or any of its Affiliates, (iii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, or (iv) an underwriter temporarily holding securities pursuant to an offering of such securities, (b) over a period of thirty-six (36) consecutive months or less, there is a change in the composition of the Board such that a majority of the Board members (rounded up to the next whole number, if a fraction) ceases, by reason of one or more proxy contests for the election of Board members, to be composed of individuals who either (i) have been Board members continuously since the beginning of that period, or (ii) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in the preceding clause (i) who were still in office at the time that election or nomination was approved by the Board, or (c) a sale, transfer or other disposition of all or substantially all of the Company’s assets to one or more other persons in a single transaction or series of related transactions (other than to an Affiliate of the Company).

Change of Control. (a) Upon Notwithstanding Section 6 above, the following provisions shall apply to the Award in the event of a Change of Control (as defined below), the Executive may terminate the Term upon notice prior to the Company, effective as set forth in such notice if at any time, within twenty-four Second Vesting Date‎: (24a) months following In the date event of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten the surviving or successor entity (10or its parent corporation) days after may continue, assume or replace the Executive delivers notice thereof to Restricted Stock Units outstanding as of the Company. The failure date of Executive to exercise his rights hereunder following an event constituting a the Change of Control on substantially the same terms and conditions (with such adjustments as may be required or permitted by Section 4.6 of the Plan), and such Restricted Stock Units or replacements therefor shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control eventremain outstanding and be governed by their respective terms, even if related subject to a prior Change of Control Event(c) and (d) below. (b) Upon (i) If and to the execution of a definitive agreement (includingextent that the outstanding Restricted Stock Units are not continued, without limitation, any "lock-up" assumed or voting agreement replaced in connection with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, then all restricted stock, stock option and performance share awards made to the Executive shall unvested Restricted Stock Units will become automatically fully immediately vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit non-forfeitable and payable as of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in date of the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time Change of execution of such definitive agreementControl. (c) For purposes If and to the extent that the Restricted Stock Units are continued, assumed or replaced under the circumstances described in (a), and if within two years after the Change of this AgreementControl the Grantee experiences an involuntary termination of employment or other service for reasons other than Cause or Grantee shall terminate employment with Good Reason, then all unvested Restricted Stock Units will become immediately vested and non-forfeitable and payable as of the term "date of termination of employment. (d) Notwithstanding whether an Award is continued, assumed or replaced in connection with a Change of Control" , if Grantee experiences an involuntary termination of employment or other service for reasons other than Cause or Grantee shall mean terminate employment with Good Reason during the happening of any period beginning on the date an agreement is entered into by the Company with respect to a merger, consolidation or similar transaction of the following:Company, which would constitute a Change of Control, and the effective time of such merger, consolidation or similar transaction of the Company, then all unvested Restricted Stock Units will become immediately vested and non-forfeitable and payable as of the date of the Change of Control.

Change of Control. (a) Upon Anything in this Agreement to the contrary notwithstanding, if, upon or within one year of a Change of Control (as defined below), the Executive may terminate Company or a succeeding entity terminates Employee without Cause (as defined above) at any time during the Term upon notice Term, the Company or the succeeding entity’s obligation to the CompanyExecutive shall be (i) unpaid Base Salary, bonus and benefits accrued up to the effective date of termination, (ii) a lump sum payment equal to Executive’s then-current Base Salary for a period of twelve (12) months, to be paid within sixty (60) calendar days following Executive’s last day of employment, and (iii) if Executive is eligible for and timely elects COBRA coverage, payment of Executive’s COBRA premiums for a period of up to twelve (12) months. In the event of a without Cause Change of Control termination as described herein, these payments shall be in lieu of, and not in addition to, any severance pay or benefits set forth in such notice if at any timeSections 6(c) of this Agreement. As a condition to his receipt of the post-employment payments and benefits under this Section 7(a), within twenty-four (24) months following Executive shall be in compliance with Section 5 of this Agreement, and required to execute, return, not rescind and comply with a release of claims agreement in favor of the date of Company or a Change of Controlsucceeding entity, any other event constituting Good Reason hereunder continues for more than ten (10) days after in a form to be prepared by the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting Company or a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Eventsucceeding entity. (b) Upon A “Change of Control” shall be deemed to have occurred if (i) the execution of a definitive agreement any person, group, corporation, or entity, other than Tontine Capital Partners, shall acquire beneficial ownership (including, without limitation, any "lock-up" or voting agreement with any as determined pursuant to Section 13(d) of the Company's principal stockholdersSecurities Exchange Act of 1934, as amended, and rules and regulations promulgated hereunder) which contemplates a transaction, of 50% or more of the Company or (ii) the commencement a majority of any tender or exchange offer or similar transaction for or involving the Company's securities’s assets are sold to any person, whichgroup, in corporation, or entity, other than Tontine Capital Partners. In all cases, the case determination of any transaction of the type described by clause (i) or (ii), if consummated, could result in whether a Change of Control, all restricted stock, stock option and performance share awards Control has occurred shall be made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive accordance with a reasonable time period to enable the Executive to obtain the economic benefit Section 409A of the contemplated transaction with respect to all restricted stockInternal Revenue Code of 1986, stock option as amended (the “Code”), and performance share awards then held by him. Such restricted stock options the regulations, notices and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time other guidance of execution of such definitive agreementgeneral applicability issued thereunder. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:

Change of Control. (a) Upon Notwithstanding any other provision of this Agreement to the contrary (subject to the terms and conditions set forth in Exhibit C), in the event that during the Performance Period your employment is terminated on or after a Change of Control (as defined belowin the Plan) (i) by the Company other than for Cause (as defined in Section 11(b)) or (ii) by you for Good Reason (as defined in Section 11(c)), the Executive may terminate the Term upon notice to the Company, effective as set forth in such notice if at any time, within twenty-four (24) months following your award shall become nonforfeitable and shall be paid out on the date of a Change your “separation from service” within the meaning of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof Section 409A to the extent applicable, as if the Performance Period hereunder had been completed or satisfied and as if the Final Award Percentage for the Performance Period enabled a payment to you pursuant to Section 2 of the amount that is equal to your target performance shares for the Performance Period multiplied by the average actual percentage payout for the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following ’s long-term incentive performance shares for the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Eventthree completed performance periods. (b) Upon For purposes of Sections 8 and 11(a), termination for “Cause” shall mean: (i) your willful and continued failure to perform substantially your duties with the execution Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a definitive agreement written demand for substantial performance is delivered to you by (including, without limitation, any "lock-up" x) the Board or voting agreement with any the Chief Executive Officer of the Company if you are an executive officer of the Company or (y) the Senior Vice President of Human Resources if you are not an executive officer of the Company's principal stockholders) . Such notice shall specifically identify the manner in which contemplates a transactionyou have not substantially performed your duties, or or (ii) the commencement of any tender your willful engaging in illegal conduct or exchange offer or similar transaction for or involving gross misconduct which is materially and demonstrably injurious to the Company's securities. For purposes of this provision, whichno act or failure to act, on the part of you, shall be considered “willful” unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in the best interests of the Company. If you are an executive officer of the Company, any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Company. The cessation of an executive officer’s employment shall not be deemed to be for Cause unless and until there shall have been delivered to the executive officer a copy of the resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at the meeting of the Board called and held for such purpose (after reasonable notice is provided and the executive officer is given an opportunity, together with counsel, to be heard before the Board), finding that, in the case of any transaction good faith opinion of the type Board, the executive officer was guilty of the conduct described by clause in subparagraph (i) or (ii)) above, if consummated, could result and specifying the particulars thereof in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreementdetail. (c) For purposes of this Agreement, the term "Change of Control" “Good Reason” shall mean the happening of any of the followingmean:

Change of Control. Attached to this Agreement as Annex A is a copy of an Employment Agreement dated as of March 31, 1997 between Parent Corporation and ▇▇▇▇▇▇▇▇▇ (a) the “Amended Employment Agreement”). Upon a Change of Control the Effective Date (as defined below)in the Amended Employment Agreement) during the term of ▇▇▇▇▇▇▇▇▇’▇ employment with Employer, the Executive may terminate Amended Employment Agreement shall become effective with (notwithstanding the Term upon notice provisions of the Amended Employment Agreement to the Company, effective as set forth in such notice if at any time, within twenty-four (24contrary) months the following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon modifications: (i) the execution “Change of a definitive agreement Control Period” as defined in the Amended Employment Agreement shall not terminate prior to the end of the term of this Agreement; (ii) the term thereof (referred to therein as the “Employment Period”) shall be the greater of three years, as provided therein, or the then remaining term of this Agreement; (iii) Paragraphs 3 and 5 and subparagraph 10(g) of this Agreement shall remain in full force and effect; (iv) clause (B) of Section 4(a)(i) and all of Section 4(b)(i) (except for the last sentence thereof) of the Amended Employment Agreement shall be of no force or effect, all direct or indirect references in the Amended Employment Agreement to Annual Base Salary or base salary (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholdersreferences to Section 4(b) which contemplates a transaction, or in clause (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction Section 5(c) of the type described by clause (iAmended Employment Agreement) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to refer to the vesting schedules Annual Base Compensation described and determined and computed in effect at accordance with Paragraph 5 hereof and the time reference in clause (iii) of execution of such definitive agreement. (cSection 5(c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:Amended Employment Agreement shall be deemed a reference to Paragraph 3 hereof; and (v) termination of employment on account of the death or disability of ▇▇▇▇▇▇▇▇▇ as provided in subparagraphs 10(c) and 10(d) hereof, respectively, shall remain in full force and effect and the provisions of the Amended Employment Agreement dealing with termination of employment on account of ▇▇▇▇▇▇▇▇▇’▇ death or disability and the effects thereof shall be of no force or effect. In all other respects the terms of the Amended Employment Agreement will thereafter govern the employment of ▇▇▇▇▇▇▇▇▇, and subparagraphs 10(a), 10(b) and 10(f) hereof shall be of no further force or effect (except to the extent subparagraph 10(b) is incorporated into subparagraph 10(c) and 10(d) for determining amounts payable or benefits to be provided pursuant to subparagraph 10(c) and 10(d)).

Change of Control. (a) Upon 8.1 Notwithstanding anything to the contrary otherwise provided herein, if a Change “change of Control control” (as defined below), the Executive may terminate the Term upon notice to the Company, effective as set forth in such notice if at any time, ) of Employer occurs and within twenty-four twelve (2412) months following from the date of such “change of control,” Executive voluntarily terminates the employment relationship under this Agreement by giving sixty (60) days’ written notice to Employer under Section 6.1 or within such twelve (12) month period Employer gives written notice to Executive to terminate Executive’s employment relationship without “due cause” pursuant to Section 6.4, or in the event that the Executive shall die or become disable within such twelve (12) month period, then, even though no longer employed by Employer, Executive (or, if applicable, Executive’s legal representative or estate) shall be entitled to earned and vested bonuses at the date of termination plus a Change payment in the amount of Controlthe remainder of Executive’s current year’s salary (undiscounted) plus the present value (employing a discount rate of 8%) of two additional years’ salary, any other event constituting Good Reason hereunder continues for more than ten based on the salary in effect immediately prior to the “change of control,” payable in a lump sum six (106) days months after the Executive delivers notice thereof to date of termination. For purposes of this Section 8.1, the Company. The failure term “salary” shall mean the sum of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution highest annual rate of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with compensation provided to Executive in any of the Company's principal stockholdersseven (7) fiscal years preceding the year in which contemplates there shall occur a transaction, or “change of control,” plus (ii) the commencement of highest annual cash bonus or other cash incentive compensation paid to Executive in any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described seven (7) fiscal years preceding the year in which there shall occur a “change of control.” Executive’s right to exercise stock options and Executive’s rights in other stock plans, if any, shall remain governed by clause the terms and conditions of the appropriate stock plan. “Change of control” shall be deemed to have occurred (i) on the date that any one person, or more than one person acting as a group, acquires ownership of stock of Employer that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of Employer, (ii) on the date that a majority of the members of Employer’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of Employer’s Board of Directors prior to the date of the appointment or election or (ii)iii) on the date any one person, if consummated, could result in or more than one person acting as a Change of Control, all restricted stock, stock option and performance share awards made to group acquires (or has acquired during the Executive shall become automatically fully vested and exercisable in order to provide 12-month period ending on the Executive with a reasonable time period to enable the Executive to obtain the economic benefit date of the contemplated transaction with respect most recent acquisition by such person or persons) assets from Employer that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred assets of Employer immediately prior to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreementacquisition or acquisitions. (c) For purposes 8.2 Notwithstanding any other provision of this Agreement, if (a) there is a change in the term "Change ownership or effective control of Control" shall mean Employer or in the happening ownership of any a substantial portion of the following:assets of Employer (within the meaning of Section 280G(b)(2)(A) of Internal Revenue Code (the “Code”)) and (b) the payments otherwise to be made pursuant to Section 8.1 and any other payments or benefits otherwise to be paid to Executive in the nature of compensation to be received by or for the benefit of Executive and contingent upon such event (the “Termination Payments”) would create an “excess parachute payment” within the meaning of Section 280G of the Code, then Employer shall make the Termination Payments in substantially equal installments, the first installment being due six (6) months after the date of termination and each subsequent installment being due on January 31 of each year, such that the aggregate present value of all Termination Payments, whether pursuant to this Agreement or otherwise, will be as close as possible to, but not exceed, 299% of Executive’s base amount, within the meaning of Section 280G.

Change of Control. (a) Upon a Change of Control (as defined below), the Executive may terminate the Term upon notice to the Company, effective as set forth in such notice if at any timeIf, within twenty-four (24) months following the date one year of a Change "change of Controlcontrol" as that term is defined in paragraph 5.05, Executive's employment is (1) terminated, either during the Initial Term or any subsequent renewal term, pursuant to Paragraph 5.01.8, (2) not renewed without cause by Executive, or (3) not renewed by Northwest for any reason other event constituting Good Reason hereunder continues for more than ten (10) days a reason described in paragraph 5.01.1, 5.01.2, 5.01.3, 5.01.4, 5.01.5, or 5.01.6 after the end of the Initial Term or any subsequent renewal term, then this Paragraph 5.04, instead of Paragraph 5.03, shall govern which payments, if any, are due Executive, and Northwest's only liability or obligation to Executive delivers notice thereof to shall be: (A) for accrued benefits and any compensation actually earned through Executive's last day of employment; (B) in the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence case of a subsequent Change termination pursuant to Paragraph 5.01.8, Executive's Base Salary, at regular intervals, for the unexpired portion of Control event, even if related to a prior Change the term; (C) the greater of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Companysix months' Executive's principal stockholders) which contemplates a transaction, Base Salary or (ii) the commencement an amount equal to one week's Executive's Base Salary for each full year Executive has been employed by Northwest; and (D) payment of Executive's portion of Executive's COBRA premium payments for continued coverage under Northwest's group health plan for a period of 12 months immediately following Executive's termination of employment with Northwest, provided Executive elects to continue such coverage. Executive's rights, if any, to acceleration of vesting of any tender or exchange offer or similar transaction for or involving stock options granted Executive shall be governed by the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, separate stock option and performance share awards made to the agreements. Provided, however, that Executive shall become automatically fully vested and exercisable in order not be entitled to provide the Executive receive any payments under this Paragraph 5.04 or any other agreement with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction Northwest which would, with respect to all restricted stockExecutive, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in constitute a "parachute payment" for purposes of Internal Revenue Code Section 280G. In the event any payments under this Paragraph 5.04 or any other agreement with Northwest would, with respect to Executive, constitute a "parachute payment," Executive shall have the transaction contemplated by the definitive right to designate those payments to Executive, whether under this Agreement and/or any other agreement referred to above is with Northwest, which should be eliminated so that Executive will not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreementreceive a "parachute payment. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:

Change of Control. Notwithstanding (ab) Upon and (c) above, the following provisions shall apply to the Awards in the event of a Change of Control (as defined below), the Executive may terminate the Term upon notice prior to the Company, effective as set forth end of the Performance Period‎: (i) in such notice if at any time, within twenty-four (24) months following the date event of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten the surviving or successor entity (10or its parent corporation) days after may continue, assume or replace the Executive delivers notice thereof to Awards on substantially the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising same terms and conditions (with such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" adjustments as may be required or voting agreement with any permitted by Section 15 of the Company's principal stockholdersPlan), and such Awards or replacements therefor shall remain outstanding and be governed by their respective terms, subject to (iii) which contemplates a transaction, or and (iv) below; (ii) if and to the commencement of any tender extent that the Awards are not continued, assumed or exchange offer or similar transaction for or involving the Company's securities, which, replaced in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in connection with a Change of Control, all restricted stock, stock option then a pro rata portion of the shares of Restricted Stock will become immediately vested based on the date of the Change of Control and performance share awards made no Performance Units shall be earned and payable. The fraction to be used to determine the number of shares of Restricted Stock to vest hereunder shall have a numerator equal to the Executive number of fiscal months elapsed between May 2, 2020 and the date of the Change of Control (rounded up to the nearest whole month) and the denominator of which shall be sixty (60); (iii) ‎if and to the extent that the Awards are continued, assumed or replaced under the circumstances described in Section 3(e)(i), and if within two years after the Change of Control, Grantee experiences an involuntary termination of employment or other service for reasons other than Cause or Grantee shall terminate employment with Good Reason, then a pro rata portion of the shares of Restricted Stock will become automatically fully immediately vested based on the date of termination and exercisable no Performance Units shall be earned and payable. The fraction (subject to a maximum of one (1)) to be used to determine the number of shares of Restricted Stock to vest hereunder shall have a numerator equal to the number of fiscal months elapsed between May 2, 2020 and the date of the termination (rounded up to the nearest whole month), and the denominator of which shall be sixty (60); and (iv) Notwithstanding whether the Awards are continued, assumed or replaced in order to provide the Executive connection with a reasonable time Change of Control, if Grantee experiences an involuntary termination of employment or other service for reasons other than Cause or Grantee shall terminate employment with Good Reason during the period to enable beginning on the Executive to obtain date an agreement is entered into by the economic benefit of the contemplated transaction Company with respect to all restricted stocka merger, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; providedconsolidation or similar transaction of the Company, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement. (c) For purposes of this Agreement, the term "which would constitute a Change of Control" shall mean , and the happening effective time of any such merger, consolidation or similar transaction of the following:Company, then a pro rata portion of the shares of Restricted Stock will become immediately vested based on the date of the Change of Control and no Performance Units shall be earned and payable. The fraction (subject to a maximum of one (1)) to be used to determine the number of shares of Restricted Stock to vest hereunder shall have a numerator equal to the number of fiscal months elapsed between May 2, 2020 and the date of the Change of Control (rounded up to the nearest whole month), and the denominator of which shall be sixty (60).

Change of Control. (a) Upon The provisions of Section 6.1 and 6.2 hereof to the contrary notwithstanding, if (i) Executive is terminated by the Company without Cause or Executive resigns for CoC Good Reason (defined below) in either case during the period commencing on a Change of Control (as defined below) and ending on the second anniversary of the Change of Control (such two-year period being the “Protection Period” hereunder), the or (ii) Executive may terminate the Term upon notice to reasonably demonstrates that the Company's termination of Executive's employment (or event which, effective as set forth had it occurred following a Change of Control, would have constituted CoC Good Reason) prior to a Change of Control was at the request of a third party who was taking steps reasonably calculated to effect a Change of Control (or otherwise in such notice if at any time, within twenty-four (24) months following the date contemplation of a Change of Control) and a Change of Control actually occurs, (each a “Qualifying Termination”), then Executive shall be entitled to receive: (A) an amount in cash equal to the then-prevailing target amount of Executive’s Annual Bonus (“Target Bonus”) during the year of termination multiplied by a fraction, the numerator of which is the number of completed days (including the date of termination) during the year of termination and the denominator of which is 365, (B) an amount in cash equal to the sum of Executive’s annual Base Salary and annual Target Bonus, and (C) continuation of medical benefits until the first anniversary of the date of such termination upon the same terms as exist for Executive immediately prior to the termination date. Following any termination described in this Section 6.4, the Company shall continue to have all other event constituting Good Reason rights available hereunder continues for more than (including, without limitation, all rights under the Restrictive Covenants and any restrictive covenants set forth in any plan, award and agreement applicable to Executive, at law or in equity). Subject to the Executive's execution of the Release described in Section 10.1, the amounts described in (A) and (B) shall be paid in a lump sum within ten (10) days after the Executive delivers notice thereof to the Companydate of termination. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control Such amounts or benefits shall not preclude be subject to mitigation or offset, except that medical benefits may be offset by comparable benefits obtained by Executive from exercising such rights following the occurrence of a in connection with subsequent Change of Control event, even if related to a prior Change of Control Eventemployment. (b) Upon Anything set forth in any equity plan, equity award or any other provision of this Agreement between the Company and Executive to the contrary notwithstanding, all of Executive’s outstanding equity grants that were awarded at or prior to the time of the Change of Control shall fully vest upon the occurrence of a Qualifying Termination. (c) The compensation and benefits described in Section 6.4(a) and 6.4(b) shall be in lieu of compensation and benefits provided otherwise for a termination under Section 6.2 of this Agreement and any other plan or agreement of the Company, whether adopted before or after the date hereof, which provides severance payments or benefits. (d) If it is determined that any amount, right or benefit paid or payable (or otherwise provided or to be provided) to Executive by the Company or any of its affiliates under this Agreement or any other plan, program or arrangement under which Executive participates or is a party (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), subject to the excise tax imposed by Section 4999 of the Code, as amended from time to time (the “Excise Tax”), then the amount of the Payments payable to the Executive under this Agreement shall be reduced (a “Reduction”) to the extent necessary so that no portion of such Payments payable to the Executive is subject to the Excise Tax. All determinations required to be made under this Section 6.4(d) and the assumptions to be utilized in arriving at such determination, shall be made by an independent, nationally recognized accounting firm mutually acceptable to the Company and the Executive (the “Auditor”); provided that in the event a Reduction is required, the Executive may determine which Payments shall be reduced in order to comply with the provisions of Section 6.4(d). The Auditor shall promptly provide detailed supporting calculations to both the Company and Executive following any determination that a Reduction is necessary. All fees and expenses of the Auditor shall be paid by the Company. All determinations made by the Auditor shall be binding upon the Company and the Executive. (e) For purposes of this Section 6.4 (and distinguished from a “Qualified Change of Control” provided under certain other circumstances under the Agreement), the term “Change of Control” shall be deemed to have occurred upon the first to occur of any event set forth in any one of the following paragraphs of this Section 6.4(e): (i) any Person becomes the execution Beneficial Owner, directly or indirectly, of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any securities of the Company's principal stockholdersParent (not including in the securities beneficially owned by such Person any securities acquired directly from the Parent or its Affiliates) which contemplates a transaction, representing 40% or more of the combined voting power of the Parent’s then outstanding securities; or (ii) there is consummated a merger or consolidation of the commencement Parent or any direct or indirect subsidiary of the Parent with any tender Person, other than (a) a merger or exchange offer consolidation which would result in the voting securities of the Parent or such subsidiary (as the case may be) outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any 2 parent thereof) at least 60% of the combined voting power of the securities of the Parent, or by the Parent (directly or indirectly) in such subsidiary, or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, (b) a merger or consolidation effected to implement a recapitalization of the Parent (or similar transaction for transaction) in which no Person other than existing security holders is or involving becomes the Company's Beneficial Owner, directly or indirectly, of securities of the Parent (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Parent or its Affiliates) representing 40% or more of the combined voting power of the Parent’s then outstanding securities, whichor (c) a merger or consolidation of a subsidiary of the Parent that does not represent a sale of all or substantially all of the assets of the Parent; or (iii) the shareholders of the Parent approve a plan of complete liquidation or dissolution of the Parent (except for a plan of liquidation or dissolution effected to implement a recapitalization of the Parent (or similar transaction) in which no Person other than existing holders of voting securities is or becomes the Beneficial Owner, directly or indirectly, of securities of the Parent (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Parent or its Affiliates) representing 40% or more of the combined voting power of the Parent’s then outstanding securities); or (iv) there is consummated an agreement for the sale or disposition of all or substantially all of the assets of the Parent or of the Company to a Person, other than a sale or disposition by the Parent of all or substantially all of the assets of the Parent or a sale or disposition by the Company of all or substantially all of the assets of the Company (as the case may be) to an entity, at least 60% of the combined voting power of the voting securities of which are owned by shareholders of the Parent (or by the Parent, in the case of a sale by the Company) in substantially the same proportions as their ownership of the Parent (or the Company) immediately prior to such sale. Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred (1) by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the type described common stock of the Parent immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Parent immediately following such transaction or series of transactions, or (2) as a result of a distribution by clause HCG Holdings, LLC of its common stock or other securities of the Parent to its members (other than in connection with a transaction if clauses (i) or (ii), if consummated, could result in a ) of the definition of “Change of Control” above applied by substituting “HCG Holdings, all restricted stock, stock option and performance share awards made LLC” in each place with the “Parent” appears but without taking into account any references to the Executive shall become automatically fully vested and exercisable subsidiaries contained in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by himclause (ii)). Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement. (c) For purposes of this Agreement, the term "Change of Control" Control definition, (A) “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act, (B) “Exchange Act” shall mean the happening Securities Exchange Act of any 1934, as amended from time to time, (C) “Person” shall have the meaning given in Section 3(a)(9) of the following:Exchange Act, as modified and used in Sections 13(d) and 14

Change of Control. (a) Upon a Change of Control (as defined below), the Executive may terminate the Term upon notice to the Company, effective as set forth in such notice if at any time, If within twenty-four (24) 18 months following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control eventthe Executive’s employment is terminated by the Company without Just Cause or terminated by the Executive for Good Reason, even if related in lieu of the entitlements described in Section 3.6 or Section 3.7(c) the Executive shall be entitled to receive the Basic Termination Entitlements described in Section 3.2 and a prior Change of Control Event.separation package consisting of: (b) Upon (i) a lump-sum cash payment equal to two times the execution then-current annual Base Salary in lieu of a definitive agreement notice of termination and inclusive of the Executive’s entitlement to termination pay; (includingii) two times the highest of: (x) the Executive’s “target” Annual Bonus, without limitationif any, any "lockfor the fiscal year in which such termination occurs, under the applicable short-up" term incentive compensation plan or voting agreement with any other annual cash bonus plan of the Company's principal stockholders; and (y) which contemplates a transactionthe average Annual Bonus actually received by the Executive in the two immediately preceding fiscal years; and (iii) the Company or successor, as applicable, shall continue to provide to the Executive and to the Executive’s eligible dependents with the same level of health benefits, including without limitation medical, dental, vision, accident, disability, life insurance and other such benefits in place prior to termination of employment until the earlier of: (i) twenty-four months after the effective date of such termination, or (ii) the commencement date the Executive becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent employer, on substantially the same terms and conditions (including contributions required by the Executive for such benefits, if any) as existed immediately prior to termination; provided that, if such continued participation is not feasible, the Company or successor, as applicable, shall otherwise provide such benefits (via lump sum compensation or in kind) on the same after-tax basis as if continued participation had been permitted. (b) Notwithstanding the terms of the Plan or any tender or exchange offer or similar transaction for or involving the Company's securities, whichapplicable award agreements, in the case event of any transaction a “Change of Control”, immediately effective the type described by clause (i) or (ii), if consummated, could result in a date of such Change of Control, all restricted stock, stock option and performance share unvested options or equity awards made granted by the Company to the Executive during the term shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreementimmediately exercisable. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:

Change of Control. (a) Upon If there is a Change of Control of the Employer (as defined below) at any time during the term of this Agreement (where relevant, as extended), the Executive may terminate Employer or the Term upon notice to individual or entity which acquires control of the Employer (the “Continuing Company, effective as set forth in such notice if at any time, ”) will be required within twenty-four (24) months following 60 days of the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive to elect by notice in writing to you either (i) to continue your employment and extend the term of your employment under this Agreement for a period of three years from exercising such rights following the occurrence of a subsequent date the Change of Control event, even took effect (if related the remaining term of this Agreement as of such date is less than three years) or (ii) to a prior Change of Control Eventterminate your employment forthwith. (b) Upon If the Continuing Company opts to extend the term of your employment under this Agreement then you shall receive within thirty (i30) days of its election to extend the execution of a definitive agreement term an amount equal to your aggregate compensation under this Agreement for the most recent full fiscal year (includingthe “Aggregate Compensation Amount”) in addition to any other compensation that you may be entitled to under this Agreement. In addition, without limitation, any "lock-up" or voting agreement with any if as of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction second anniversary of the type described by clause (i) or (ii), if consummated, could result in a Change of ControlControl you are still employed by the Continuing Company (or if you are not employed on such second anniversary date solely as a result of dismissal by the Continuing Company in circumstances that amount to a fundamental breach of contract by the Continuing Company as determined by a court of competent jurisdiction) and have not materially breached this Agreement, all restricted stock, stock option and performance share awards made to the Executive you shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit receive an additional payment of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution Aggregate Compensation Amount within thirty (30) days of such definitive agreementsecond anniversary. (c) If the Continuing Company elects to terminate your employment under clause (a) above, you will be entitled to receive within thirty (30) days of such election two times your total aggregate compensation under this Agreement for the most recent full fiscal year in full and final settlement of all and any claims that you may have against the Employer, the Continuing Company and/or any Associated Company pursuant to your employment under this Agreement and/or its termination. (d) Any payment under this Section 6 shall be made in cash and non-cash consideration in the same proportions as the Aggregate Compensation Amount, provided that to the extent any non-cash grant or award contains vesting or any analogous provisions based on continued employment by the Continuing Company, such provisions shall not extend beyond the then remaining term of this Agreement, and provided, further, that in the event you fail to satisfy such vesting conditions solely as a result of dismissal by the Continuing Company in circumstances that amount to a fundamental breach of contract by the Continuing Company as determined by a court of competent jurisdiction, such non-cash grant or award shall vest immediately. (e) In each case you will receive full vesting of all stock options and restricted stock units of BGC Partners, Inc. (unless otherwise provided in the applicable award agreement) and welfare benefit continuation for two years and a pro rata bonus for the year of termination. (f) For purposes of this Agreement, the term "a “Change of Control" shall mean the happening of any Control of the following:Employer” shall occur in the event that and on the date that BGC Partners, Inc. is no longer controlled by Cantor ▇▇▇▇▇▇▇▇▇▇, ▇.▇. or a person or entity controlled by, controlling or under common control with Cantor ▇▇▇▇▇▇▇▇▇▇, ▇.▇.

Change of Control. 7.1 Notwithstanding anything to the contrary contained in this Agreement, if a Change in Control occurs and if, in respect of the Executive, a Triggering Event subsequently occurs within two (a2) Upon years of the Change in Control, the Executive shall be entitled to elect to terminate this agreement with the Company and to receive a payment from the Company in an amount equal to two times the Annual Base Salary and the amount of the Annual Bonus Compensation for the previous year (the "Change of Control Payment"). This Section 7.1 shall not apply if such Triggering Event follows a Change in Control which involves a sale of securities or assets of the Company with which the Executive is involved as a purchaser in any manner, whether directly or indirectly (by way of participation in a Company or partnership that is a purchaser or by provision of debt, equity or purchase-leaseback financing). 7.2 The Change of Control Payment provided for in Section 7.1 is conditional upon the Executive electing to exercise such right by notice given to the Company within 120 calendar days of the Triggering Event. 7.3 Notwithstanding the provisions contained in Section 6.l(e) hereof, the Executive shall be entitled to the Change of Control Payment if a Triggering Event does not occur but the Executive is dismissed from the Company without Cause within two (2) years of the Change in Control. For greater certainty, the Executive shall not be entitled to any payment by the Company pursuant to this Section 7.3 if the Executive is dismissed from this employment with the Company for Cause. The Company shall not dismiss the Executive for any reason unless such dismissal is specifically approved by the Board. 7.4 The Change of Control Payment shall be in lieu of all other notice or damage claims as regards dismissal or termination of the Executive's employment with the Company or any subsidiary of the Company after a Change in Control and the arrangements provided for herein shall not be considered in any judicial determination of appropriate damages at common law for dismissal without Cause, other than as provided for in this Agreement. 7.5 In the event that the Executive is entitled to a Change of Control (as defined below)Payment, the Executive may terminate the Term upon notice shall be entitled to the Company, effective as set forth continue to participate in such notice if at any time, within twenty-four (24) benefit package for a period of 12 months following after the date of a Change the giving of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after notice by the Executive delivers notice thereof pursuant to Section 7.2, or the Company. The failure dismissal of the Executive's contract pursuant to Section 7.3, as the case may be. 7.6 In the event that the Executive is entitled to exercise his rights hereunder following an event constituting a Change of Control Payment, any Stock Option previously granted to the Executive by the Company or any subsidiary of the Company shall become fully vested, in which case the Executive shall be entitled to exercise such Stock Option on the terms granted and, notwithstanding any term of the stock option plan to the contrary, shall remain exercisable for the original term granted and shall not preclude Executive terminate due to the termination of the Executive's employment with the Company. In addition, any provisions of the Stock Option restricting the number of option shares which may be purchased before a particular date shall be waived. The terms of any Stock Option agreement shall be deemed amended to reflect the provisions of this Section 7.6. The provisions of this Section 7.6 shall be subject to applicable securities laws and the rules of any stock exchange on which the shares of the Company may be then listed and the receipt of all necessary approvals from exercising such rights following securities regulators and exchange, which approvals the occurrence Company shall use its reasonable commercial efforts to obtain in the event of a subsequent Change the operation of Control event, even if related to a prior Change of Control Eventthis Section 7.6. (b) Upon 7.7 Any payment to be made by the Company pursuant to the terms of Part 7 shall be paid (i) by the execution of Company in cash in a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any lump sum within five business days of the Companygiving of notice by the Executive pursuant to Section 7.2, (ii) within five business days of the termination or dismissal from the Executive's principal stockholders) which contemplates a transactionemployment as referred to in Section 7.3, or (iiiii) in such manner as may be agreed to by the commencement of any tender or exchange offer or similar transaction for or involving Company and the Company's securities, whichExecutive. Any such payment shall be calculated, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreement. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:of

Change of Control. (a) Upon After a Change of Control (as defined below), the Executive may terminate the Term upon notice to the Company, effective as set forth in such notice herein, if at any time, within twenty-four (24) months following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after the Executive delivers notice thereof to the Company. The failure subsequently suffers a Termination of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control eventEmployment, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (includingvoluntary or involuntary, without limitationexcept for cause, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made to then the Executive shall become automatically fully vested and exercisable be entitled to receive the benefits in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic Paragraph V. Said benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to based on the vesting schedules in effect Executive’s salary bonus, and deferred compensation at the time of execution said termination, reduced by the factors set forth in said Paragraph V. Said benefit shall commence thirty (30) days following said termination of such definitive agreementemployment. (cA) For purposes of this Agreement, the term "a Change of Control" Control shall mean mean: 1. The acquisition by any one or more individuals, entities or groups (within the happening meaning of any Section 13(d)(3) or 14(d)(2) of the following:Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of either (i) the then outstanding shares of common stock of the Holding Company (the then outstanding shares of common stock of the Holding Company (the “Outstanding Holding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Holding Company entitled to vote generally in the election of directors (the “Outstanding Holding Company Voting Securities”). Irrespective of the foregoing, however, any transfer made as the result of the death of a shareholder whereby said shares pass to a beneficiary as designated under the shareholder’s duly probated Last Will and Testament, or as a result of intestacy should the deceased shareholder not have a duly probated Last Will and Testament, or by joint tenancy should the shares be owned by the deceased shareholder jointly with a spouse, or deceased shareholder’s issue, shall not be deemed to be a transfer for purposes of determining a change of control as set forth in this section. In addition, any transfer made by a shareholder which has been consented to by the Executive within thirty (30) days of said transfer, or which occurred more than three (3) years previously, shall be excluded from any computation of Change of Control under the provisions of this section. Any such transfer by death or approved transfer by Executive is hereinafter referred to as an “Exempt Transfer”; or 2. Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Holding Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms as used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board; or 3. Approval by the shareholders of the Holding Company of a reorganization, merger or consolidation, in each case, unless, following such reorganization, merger or consolidation, (i) more than 65% of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Holding Company Common Stock and the Outstanding Holding Company Voting Securities immediately prior to such reorganization, merger or consolidation in substantially the same proportions as their ownership, immediately prior to such reorganization, merger or consolidation of the Outstanding Holding Company Common Stock and Outstanding Holding Company Voting Securities, as the case may be (excepting the exempt transfers noted in (1) above, (ii) no Person (excluding the Holding Company, any employee benefit plan (or related trust) of the Holding Company, or such corporation resulting from such reorganization, merger or consolidation, and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, 35% or more of the Outstanding Holding Company Common Stock or Outstanding Holding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 35% or more of, respectively, of the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Incumbent Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidations; or 4. Approval by the shareholders of the Holding Company of (i) a complete liquidation or dissolution of the Holding Company or (ii) the sale or other disposition of all or substantially all of the assets of the Holding Company, other than to a corporation, with respect to which following such sale or other disposition, (a) more than 65% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors in then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Holding Company Common Stock and the Outstanding Holding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Holding Company Common Stock and the Outstanding Holding Company Voting Securities, as the case may be, (b) no Person (excluding the Holding Company and any employee benefit plan (or related trust) of the Holding Company, or such corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 35% or more of the Outstanding Holding Company Common Stock or the Outstanding Holding Company Voting Securities, as the case may be) beneficially owns, directly or indirectly, 35% or more of, respectively, of the then outstanding voting shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (c) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Holding Company; or 5. The issuance or transfer of sufficient shares of stock, or a merger, reorganization or consolidation, which results in (i) more than 50% of the then outstanding shares of common stock of the Company, or (ii) securities having more than 50% of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, being owned by other than the Holding Company or persons who owned securities having more that 65% of the combined voting power of the outstanding voting securities of the Holding Company entitled to vote generally in the election of directors of the Holding Company prior to the transaction (but expressly excluding Exempt Transfers as set forth in subparagraph (1) herein.

Change of Control. (a) Upon a Change of Control (as defined below), the Executive may terminate the Term upon notice Notwithstanding anything to the Companycontrary contained herein, effective Tenant shall have the right, without Landlord’s consent, to assign this Lease or sublet all of the Premises to a parent or wholly owned subsidiary, to an entity with which it is merged or consolidated or to an entity acquiring all or substantially all of the assets of Tenant or a majority or more of its outstanding stock (the above transferees described herein are collectively referred to as set forth an “Affiliate”) so long as the Affiliate agrees to continue to operate the Premises for the Permitted Use outlined in such notice if at Section 1.01 above; Tenant is not released from any time, obligation under this Lease; and a fully executed copy of an assignment of the Lease is delivered to Landlord within twenty-four (24) months following the date of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after of such assignment. In furtherance of the Executive delivers provisions of this Section 12.05, if Tenant is a corporation and if the person or persons who own a majority of its voting shares at the time of the execution hereof cease to own a majority of such shares at any time hereafter, except as a result of transfers by gift, bequest, or inheritance by or among immediate family members, Tenant shall so notify Landlord. In the event of such change of ownership, whether or not Tenant has notified Landlord thereof, Landlord may terminate this Lease by notice thereof to Tenant effective sixty (60) days from the Companydate of such notice from Tenant, or the date on which Landlord first has knowledge of such transfer, whichever shall first occur. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control This Section 12.05 shall not preclude Executive apply as long as Tenant is a corporation, the outstanding voting stock of which is listed on a recognized security exchange. If Tenant is a partnership and if any partner or partners withdraw from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transactionpartnership, or if the partnership is otherwise dissolved, Tenant shall so notify Landlord. In the event of such withdrawal or dissolution, Landlord may terminate this Lease by notice to Tenant effective sixty (ii60) days from the commencement date of any tender notification from Tenant or exchange offer the date on which Landlord first has knowledge of such withdrawal or similar transaction for or involving the Company's securitiesdissolution, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in whichever shall first occur. If Tenant is a Change of Control, all restricted stock, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, howeversole proprietorship, in the event of his incapacity or death, Landlord shall have the transaction contemplated by option to terminate this Lease upon sixty (60) days’ prior written notice to Tenant or his legal representative. If Tenant is a partnership, and if any partner or partners withdraw from the definitive agreement referred to above partnership, or if the partnership is not consummated and such definitive agreement is terminatedotherwise dissolved, all accelerated restricted stockor control of the partnership changes, stock options and awards Tenant shall be deemed restored to so notify Landlord. In the vesting schedules in effect at the time of execution event of such definitive agreementwithdrawal or dissolution, Landlord may terminate this Lease by notice to Tenant effective ninety (90) days from the date of such notice from Tenant or the date on which Landlord first has knowledge of such withdrawal or dissolution, whichever shall first occur. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:

Change of Control. (a) Upon In the event of a Potential Change of Control (as defined below)Control, the Executive may terminate Committee shall determine Non-GAAP Earnings Per Share for the Term upon notice sum of the four consecutive calendar quarters immediately preceding the most recent Performance Goal Achievement Date, and if such amount equals or exceeds 50% of the Performance Goal corresponding to the Companythreshold award level above, effective as set forth then, in such notice if at any time, within twenty-four (24) months following the date event of a Change of Control, the Participant shall be entitled to receive a portion of his Award as follows: If the Participant has received all or any other event constituting Good Reason hereunder continues portion of his Award for more than ten (10) days after the Executive delivers notice thereof Performance Period prior to the Company. The failure of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Event. (b) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in a Change of Control, all restricted stock, stock option and performance share awards made no further Awards shall be payable to the Executive Participant under this Agreement following such Change of Control. If the Participant has not received any portion of his Award for the Performance Period prior to a Change of Control, the Company shall become automatically fully vested distribute, within sixty days following such Change of Control, a pro-rata Award to the Participant, provided the Participant is actively employed by the Company immediately prior to such Change of Control, and exercisable in order no further Awards shall be payable to provide the Executive with a reasonable time period to enable Participant under this Agreement. Such pro-rata Award shall equal the Executive to obtain Target Award multiplied by the economic benefit ratio of: (x) the number of full days elapsed from the beginning of the contemplated transaction with respect Performance Period to all restricted stockand including the date of the Change of Control to (y) the number of full days in the Performance Period. In the event of a Potential Change of Control and if the amount of Non-GAAP Earnings Per Share for the sum of the four consecutive calendar quarters immediately preceding the most recent Performance Goal Achievement Date is less than 50% of the Performance Goal corresponding to the threshold award level above, stock option and performance share awards then held as determined by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; providedthe Committee above, howeverthen, in the event of a Change of Control, the transaction contemplated Committee may in its discretion provide for payment of a portion of such Award in such amounts as the Committee may determine in its sole discretion, provided the Participant is actively employed by the definitive agreement referred Company immediately prior to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time Change of execution of such definitive agreement. (c) Control. For purposes of this AgreementSection 2(d), the term "a “Potential Change of Control" ” shall mean exist during any period in which the happening following items exist: (i) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change of Control; (ii) any Person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change of Control; or (iii) the Board adopts a resolution to the effect that, for purposes of the following:Plan, a potential change of control exists.

Change of Control. (a) Upon If a Change of Control (occurs after the Rollover Date, unless the Borrower have previously or concurrently delivered a prepayment notice with respect to all outstanding Loans as defined belowdescribed under Section 2.11(a), the Executive may terminate Borrower shall make an offer to prepay all of the Term upon Loans pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 100.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase. Within thirty days following any Change of Control, the Borrower shall deliver a notice of such Change of Control Offer to the Administrative Agent, and the Administrative Agent shall promptly deliver such notice to each Lender to the Companyaddress of such Lender appearing in the Register or otherwise in accordance with Section 9.01 with the following information: (i) that a Change of Control has occurred or shall occur (together with the identification of the transaction or transactions that constitute the related Change of Control) and that a Change of Control Offer is being made pursuant to this Section 5.06 and that all Loans properly accepted for prepayment pursuant to such Change of Control Offer shall be prepaid by the Borrower; (ii) the purchase price and the purchase date, effective as set forth in which shall be no earlier than thirty days nor later than sixty days from the date on which such notice is delivered (the “Change of Control Payment Date”); (iii) that any Loan not properly accepted for prepayment in accordance with Section 5.06 shall remain outstanding and continue to accrue interest; (iv) that unless the Borrower default on the payment of the Change of Control Payment, all Loans accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest on the Change of Control Payment Date; (v) that Lenders electing to have any Loans prepaid pursuant to a Change of Control Offer shall be required to notify the Administrative Agent prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) that Lenders shall be entitled to withdraw their election to require the Borrower to prepay such Loans; provided that the Administrative Agent receives, not later than the close of business on the expiration date of the Change of Control Offer, a facsimile transmission, an electronic mail or letter setting forth the name of such Lender, the principal amount of Loans to be prepaid, and a statement that such Lender is withdrawing its election to have such Loans prepaid; (vii) if at any time, within twenty-four (24) months following such notice is delivered prior to the date occurrence of a Change of Control, any stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and (viii) the other event constituting Good Reason hereunder continues for more than ten (10) days after instructions, as determined by the Executive delivers notice thereof to the CompanyBorrower, consistent with this Section 5.06, that a Lender must follow. The failure notice of Executive to exercise his rights hereunder following an event constituting a Change of Control Offer, if delivered in a manner herein provided, shall be conclusive evidence of its delivery, whether or not a Lender receives such notice. If (x) the notice is delivered in a manner herein provided and (y) any Lender fails to receive such notice or the notice received by any Lender is defective, such Lender’s failure to receive such notice or such defective notice shall not preclude Executive from exercising affect the validity of the proceedings for the prepayment of the Loans as to all other Lenders that properly received such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Eventnotice without defect. (b) Upon On the Change of Control Payment Date, the Borrower shall, to the extent permitted by law, (i) prepay all Loans or portions thereof properly accepted for prepayment in accordance with Section 5.06 pursuant to the execution Change of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or Control Offer; and (ii) deposit with the commencement Administrative Agent an amount equal to the aggregate Change of any tender Control Payment in respect of all Loans or exchange offer or similar transaction portions thereof accepted for or involving prepayment. (c) The Borrower shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Company's securities, which, Change of Control Offer in the case manner, at the times and otherwise in compliance with the requirements set forth in this Agreement applicable to a Change of any transaction Control Offer made by the Borrower and prepays all Loans validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the type described by clause (i) or (ii)contrary in the foregoing, if consummated, could result a Change of Control Offer may be made in advance of a Change of Control, all restricted stockconditional upon such Change of Control, stock option and performance share awards made to the Executive shall become automatically fully vested and exercisable in order to provide the Executive with if a reasonable time period to enable the Executive to obtain the economic benefit of the contemplated transaction with respect to all restricted stock, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through their original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to in place for the vesting schedules in effect Change of Control at the time of execution making of such definitive agreement. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following:Control Offer.

Change of Control. (ai) Upon If the Executive’s employment is terminated by the Company without Cause (and not as a result of death or a Disability) or by the Executive for Good Reason and such termination date falls within the one-year (1-year) period immediately following a Change of Control (as defined belowin the Company’s Stock Option Plan as in effect on the date hereof) (a “Change of Control Termination”), then the Company shall pay to the Executive, within 60 days of her termination date (but in all cases subject to Section 8(d) below and not before the applicable general release becoming effective in accordance with its terms), the following amounts: (A) A cash lump sum amount equal to eighteen (18) months of her then current annual Base Salary on the effective date of termination, ignoring any decrease in Base Salary that forms the basis for Good Reason; and (B) An amount equal to the bonus to which the Executive may terminate otherwise would have been entitled pursuant to Section 6(b) above, assuming for such purposes that the Term upon notice Executive would have received a bonus for that fiscal year equal to the Target Bonus if she had stayed employed with the Company for the entire year; and (ii) Following the Change of Control Termination, if Executive timely elects continued coverage under COBRA for herself and her covered dependents under the Company’s group health plans following such termination employment, then the Company will pay the COBRA premiums necessary to continue the Executive’s health insurance coverage in effect for herself and her eligible dependents on the termination date, as and when due to the insurance carrier or COBRA administrator (as applicable), through the earlier to occur of the expiration of the eighteen-month period following her termination date or the expiration of Executive’s eligibility for the continuation coverage under COBRA. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company, effective as set forth in its sole discretion, may elect instead to pay Executive on the first day of each month of the eighteen-month period, the Special Severance Payment. Executive may, but is not obligated to, use such notice if at any time, within twenty-four (24) months following Special Severance Payment toward the date cost of a Change of Control, any other event constituting Good Reason hereunder continues for more than ten (10) days after COBRA premiums. If the Executive delivers notice thereof becomes eligible for coverage under another employer’s group health plan or otherwise cease to be eligible for COBRA during the Company. The failure period provided in this clause, the Executive must immediately notify the Company of Executive to exercise his rights hereunder following an event constituting a Change of Control shall not preclude Executive from exercising such rights following the occurrence of a subsequent Change of Control event, even if related to a prior Change of Control Eventand all payments and obligations under this clause will cease. (biii) Upon (i) the execution of a definitive agreement (including, without limitation, any "lock-up" or voting agreement with any of the Company's principal stockholders) which contemplates a transaction, or (ii) the commencement of any tender or exchange offer or similar transaction for or involving the Company's securities, which, in the case of any transaction of the type described by clause (i) or (ii), if consummated, could result in Immediately prior to a Change of Control, all options, restricted stock, stock option and performance share other equity-based awards made granted to the Executive by the Company and held by her immediately prior to such a Change of Control shall become automatically immediately and fully vested and exercisable and, in order to provide the Executive with a reasonable time period to enable the Executive to obtain the economic benefit case of the contemplated transaction with respect to all restricted stockStock Options, stock option and performance share awards then held by him. Such restricted stock options and performance share awards shall become automatically exercisable and shall remain exercisable through for their respective original terms with all rights; provided, however, in the event the transaction contemplated by the definitive agreement referred to above is not consummated and such definitive agreement is terminated, all accelerated restricted stock, stock options and awards shall be deemed restored to the vesting schedules in effect at the time of execution of such definitive agreementterms. (c) For purposes of this Agreement, the term "Change of Control" shall mean the happening of any of the following: