Common use of Termination Following a Change in Control Clause in Contracts

Termination Following a Change in Control. (i) Subject to Section 6(f)(ii), should the Executive's employment hereunder be terminated by the Company without Cause (other than for reason of the Executive becoming Disabled) or by Executive for Good Reason within two years of a Change in Control (as defined below), the Company shall pay and the Executive shall receive in cash an amount equal to 300% of (A) Executive's then current Base Salary plus (B) the average of the last three annual bonuses received by Executive, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive and the Company. Upon termination under this paragraph (f), the Executive shall no longer be bound by the provisions of Section 5 of this Agreement. (ii) In the event that any payment received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payment pursuant to Section 6(f)(i) shall be reduced until no portion of the Total Payments are not deductible as a result of Section 280G of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company immediately prior to the time of a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. (iii) For purposes of this Section 6(f) the following definitions shall apply:

Termination Following a Change in Control. If a “Change in Control,” as defined in Section 8(e)(vi), shall have occurred and within 12 months following such Change in Control the Company or its successor terminates your employment other than for Disability under Section 8(a) or Cause under Section 8(b), or you terminate your employment for “Good Reason,” as defined in Section 8(e)(vii), then the Company or its successor shall be obligated to pay, maintain, provide or reimburse you the items enumerated in (i) Subject through (iv) below, which obligation shall be effective only upon your prior execution and delivery to Section 6(f)(iithe Company or its successor of a release (and the expiration of any period during which you could lawfully revoke or rescind such release) of the Company and its officers, directors, employees, subsidiaries and affiliates, except for claims based on the Company’s failure to pay or provide to you the items enumerated below:  (i) You shall be paid the Basic Salary, Salary Termination Benefit, and Pro-Rated Bonus as provided in Sections 8(d)(i), should (ii) and (iii) above.  (ii) All outstanding stock options and restricted stock awards issued to you shall become 100% vested, but otherwise such stock options and restricted stock awards shall remain subject to the Executive's employment hereunder be terminated by the Company without Cause applicable stock option agreements, restricted stock award agreements and their governing plans.  (other than for reason iii) If you elect to continue coverage under COBRA following your termination of the Executive becoming Disabled) or by Executive for Good Reason within two years of a Change in Control (as defined below)employment, the Company shall pay and maintain for your benefit at its cost, until the Executive shall receive in cash an amount equal to 300% earlier of (A) Executive's then current Base Salary plus (B) the average six months after termination of the last three annual bonuses received by Executive, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive and the Company. Upon termination under this paragraph (f), the Executive shall no longer be bound by the provisions of Section 5 of this Agreement. (ii) In the event that any payment received or to be received by the Executive in connection with your employment following a Change in Control or your commencement of employment with a new employer or a partnership or self-employment in an activity for profit, all life insurance, medical, health and accident, and disability plans or programs, at substantially the same levels at which you shall have participated prior to termination of the Executive's employment (whether payable pursuant to your employment; provided, however, that if your continued participation in any such plan or program is not permitted under the terms of any such plans and programs after termination of employment, then the Company will, at its option, either provide a substantially equivalent benefit from another provider or pay you the cost of obtaining such benefit in your own name (“CoC Fringe Termination Benefit”) (collectively the Earned Basic Salary, the Salary Termination Benefit, the Pro-Rated Bonus, and the CoC Fringe Termination Benefit are referred to as the “CoC Termination Benefits”).  (iv) The Company is aware that upon the occurrence of a Change in Control, the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute litigation seeking to have this Agreement declared unenforceable, or may take or attempt to take other action to deny you the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. Accordingly, if following a Change in Control it should appear to you that the Company has failed to comply with any of its obligations under Section 8(e) of this Agreement or in the event that the Company or any other planperson takes any action to declare Section 8(e) of this Agreement void or unenforceable, arrangement or agreement institutes any litigation or other legal action designed to deny, diminish or to recover from you the benefits entitled to be provided to you under Section 8(e), and that you have complied with all your obligations under this Agreement, the Company authorizes you to retain counsel of your choice, at the expense of the Company as provided in this Section 8(e)(viii), to represent you in connection with the initiation or defense of any pre-suit settlement negotiations, litigation or other legal action, whether such action is by or against the Company or any Director, officer, shareholder, or other person affiliated with the Company, in any person whose actions result in a Change in Control jurisdiction. Notwithstanding any existing or any person affiliated with prior attorney-client relationship between the Company or and such person (together with the payment pursuant to Section 6(f)(i)counsel, the "Total Payments")) would not Company consents to you entering into an attorney-client relationship with such counsel, and in that connection the Company and you agree that a confidential relationship shall exist between you and such counsel, except with respect to any fee and expense invoices generated by such counsel. The reasonable fees and expenses of counsel selected by you as hereinabove provided shall be deductible paid or reimbursed to you by the Company (on a regular, periodic basis upon presentation by you of a statement or statements prepared by such counsel in whole or in part) accordance with its customary practices, up to a maximum aggregate amount of $50,000. Any legal expenses incurred by the Company by reason of any dispute between the parties as a result to enforceability of Section 280G 8(e), or any of the Internal Revenue Code terms contained in Section 8(e), notwithstanding the outcome of 1986any such dispute, shall be the sole responsibility of the Company, and the Company shall not take any action to seek reimbursement from you for such expenses.  (v) The Company may immediately discontinue the payment or provision of the CoC Termination Benefits if (A) you are in violation of any of your obligations under this Agreement, including those in Sections 5, 6 and/or 7 hereof; and/or (B) the Company learns, within 60 days of your termination of employment, of any facts about your job performance or conduct that would have given the Company Cause, as defined in Section 8(b), to terminate your employment; provided further, that the Company’s obligation to provide the Fringe Termination Benefit shall cease upon the earlier of your becoming employed or self-employed.  (vi) A “Change in Control” shall be deemed to have occurred if and when, after the date hereof, (A) any “person” (as that term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Code"“Exchange Act”) on the date hereof, including any “group” as such term is used in Section 13(d)(3) of the Exchange Act on the date hereof, shall acquire (or disclose the previous acquisition of) beneficial ownership (as that term is defined in Section 13(d) of the Exchange Act and the rules thereunder on the date hereof) of shares of the outstanding stock of any class or classes of the Company which (A) results in such person or group possessing more than 50% of the total voting power of the Company’s outstanding voting securities ordinarily having the right to vote for the election of directors of the Company (“a Majority Ownership Change”); or (B) as the result of, or in connection with, any tender or exchange offer, merger or other business combination, or any combination of the foregoing transactions (a “Stock Transaction”), the payment pursuant to Section 6(f)(i) shall be reduced until no portion owners of the Total Payments are not deductible as a result of Section 280G voting shares of the Code, or the payment pursuant Company outstanding immediately prior to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion such Transaction own less than a majority of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment voting shares of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of Company after the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and Transaction; or (C) during any period of two consecutive years during the value term of any non-cash benefit or any deferred payment or benefit included in this Agreement, individuals who at the Total Payments shall be determined or benefit included in beginning of such period constitute the Total Payments shall be determined by the Company's independent auditors servicing Board of Directors of the Company immediately prior to (or who take office following the time approval of a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4) majority of the Code.directors then in office who were directors at the beginning of the period) cease for any reason to constitute a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors of the Company representing at least one-half of the directors then in office who were directors at the beginning of the period (a “Majority Board Change”); or (D) the sale, exchange, transfer, or other disposition of all or substantially all of the assets of the Company (an “Asset Transaction”) shall have occurred.  (iiivii) For purposes of As used in this Section 6(f) Agreement, the following definitions shall apply:term “Good Reason” means, without your written consent: 

Termination Following a Change in Control. (i) Subject to Section 6(f)(ii)If, should during the Term, a Change in Control shall occur, and if Executive's ’s employment hereunder be is terminated by the Company (or its successor) without Cause (other than for reason of the or Executive becoming Disabled) or by Executive terminates his/her employment for Good Reason within two years of a during the thirty-six (36) month period following such Change in Control Control, if Executive signs (as defined belowand does not revoke) the release described in Section 13, Executive shall be entitled to receive: (i) The Accrued Obligations and the Severance Benefit (except the amount of the Severance Benefit shall be increased from one (1) month to thirty-six (36) months), payable in substantially equal periodic installments, in accordance with the Company shall pay and Company’s standard payroll practices, with the Executive shall receive in cash an amount equal to 300% of (A) Executive's then current Base Salary plus (B) first installment due during the average first payroll period following the expiration of the last three annual bonuses received by Executiverelease revocation period described in Section 13, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive and the Company. Upon termination under this paragraph (f), the Executive shall no longer be bound by the provisions of Section 5 of this Agreementbelow. (ii) In the event that any payment received or to be received by the Executive in connection with a Change in Control or the termination A pro rata portion of the Executive's employment (whether payable annual cash bonus Executive would have received pursuant to the terms of this Agreement then existing Axon Bonus Plan (or any successor plan) had he/she continued employment through the end of the calendar year in which Executive’s termination of employment occurs, with such amount paid to Executive at the same time and in the same manner other plan, arrangement or agreement with participants in the Company, any person whose actions result in a Change in Control Axon Bonus Plan (or any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")successor plan) would not be deductible by the Company (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payment pursuant to Section 6(f)(i) shall be reduced until no portion of the Total Payments are not deductible as a result of Section 280G of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company immediately prior to the time of a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4) of the Codereceive their bonuses. (iii) For purposes To the extent permitted by the then existing equity incentive plan document, any previously awarded (but unvested) stock options, restricted stock units (both time and performance-based), and other forms of this equity that may have been previously awarded to Executive shall immediately vest on the date the release becomes effective and, to the extent permitted by Section 6(f409A of the Code, shall become immediately payable and/or exercisable within ten (10) days following the expiration of the release revocation period. (iv) An additional lump sum cash payment equal to twelve (12) times the monthly amount that is charged to COBRA qualified beneficiaries for the same medical and dental coverage options elected by Executive (and his/her dependents) immediately prior to the termination date, with such amount payable during the first payroll period following definitions shall apply:the expiration of the release revocation period described in Section 13.

Termination Following a Change in Control. (ia) Subject In addition to Section 6(f)(ii)the above, should during the Executive's employment hereunder be terminated by period commencing on the Company without Cause six (other than for reason of the Executive becoming Disabled6) or by Executive for Good Reason within two years month anniversary of a Change in Control (as defined below), in Section 12) and ending on the Company shall pay and the Executive shall receive two (2) year anniversary of such Change in cash an amount equal to 300% of (A) Executive's then current Base Salary plus (B) the average of the last three annual bonuses received by Executive, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive and the Company. Upon termination under this paragraph (f)Control, the Executive may terminate this Agreement upon expiration of ninety (90) days’ prior written notice if “Good Reason” exists for the Executive’s termination. For this purpose, termination for “Good Reason” shall no longer be bound mean a termination by the provisions Executive of Section 5 his employment hereunder following the occurrence, without his prior written consent, of this Agreement.any of the following events, unless the Company fully cures all grounds for such termination within thirty (30) days after the Executive’s notice: (i) any material adverse change in the Executive’s authority, duties, titles or offices (including reporting responsibility), or any significant increase in the Executive’s business travel obligations, from those existing immediately prior to the Change in Control; (ii) In the event that any payment received or to be received failure by the Company to continue in effect any compensation plan in which the Executive in connection with a participated immediately prior to such Change in Control or the termination of and which is material to the Executive's employment (whether payable pursuant ’s total compensation, including, without limitation, to the terms of this Agreement Company’s stock option, bonus and other plans or any other substitute plans adopted prior to the Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible failure by the Company to continue the Executive’s participation therein (in whole or in partsuch substitute or alternative plan) as on a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payment pursuant to Section 6(f)(i) shall be reduced until basis no portion of the Total Payments are not deductible as a result of Section 280G of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable less favorable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) both in terms of the Codeamount of benefits provided and the level of the Executive’s participation relative to other participants, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company as existed immediately prior to such Change in Control; (iii) any failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company’s retirement, life insurance, medical, health and accident, or disability plans, programs or arrangements in which the Executive was participating immediately prior to such Change in Control, the taking of any action by the Company that would directly or indirectly materially reduce any of such benefits or deprive the Executive of any perquisite enjoyed by the Executive at the time of such Change in Control, or the failure by the Company to maintain a vacation policy with respect to the Executive that is at least as favorable as the vacation policy (whether formal or informal) in place with respect to the Executive immediately prior to such Change in Control; or (iv) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company upon a merger, consolidation, sale or similar transaction. (b) In addition, the Executive may elect to terminate his employment, at his own initiative, for any reason or for no reason, during the six (6) month period commencing on the six (6) month anniversary of a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4) of the CodeCompany and ending on the one (1) year anniversary of such Change in Control, in which case such termination of employment shall also be deemed to be for “Good Reason”. (iii) For purposes of this Section 6(f) the following definitions shall apply:

Termination Following a Change in Control. (ia) Subject to Section 6(f)(ii)In the event of the occurrence of a Change in Control, should the Executive's ’s employment hereunder with the Company and its Subsidiaries may be terminated by the Company without Cause and its Subsidiaries during the Period of Employment and the Executive shall not be entitled to the benefits provided by Section 5 hereof only upon the occurrence of one or more of the following events: (other than i) The Executive’s death; (ii) If the Executive shall become permanently disabled within the meaning of, and begins actually to receive disability benefits pursuant to, the long-term disability plan in effect for reason senior executives of the Company and its Subsidiaries immediately prior to the Change in Control; or (iii) For “Cause,” which for purposes of this Agreement shall mean that, prior to any termination pursuant to Section 4(b) hereof, the Executive shall have committed: (A) an intentional act of fraud, embezzlement or theft in connection with his duties or in the course of his employment with the Company or any Subsidiary; (B) intentional wrongful damage to property of the Company or any Subsidiary; (C) intentional wrongful disclosure of secret processes or confidential information of the Company or any Subsidiary; or (D) intentional wrongful engagement in any competitive activity which would constitute a material breach of the duty of loyalty (“Competitive Activity”); and any such act shall have been materially harmful to the Company and its Subsidiaries taken as a whole. For purposes of this Agreement, no act, or failure to act, on the part of the Executive becoming Disabledshall be deemed “intentional” if it was due primarily to an error in judgment or negligence, but shall be deemed “intentional” only if done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in or not opposed to the best interest of the Company and its Subsidiaries. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for “Cause” hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive had committed an act set forth above in this Section 4(a)(iii) and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or by Executive for Good Reason within two years his beneficiaries to contest the validity or propriety of any such determination. (b) In the event of the occurrence of a Change in Control (as defined below)Control, during the Company shall pay and Period of Employment the Executive shall receive be entitled to the benefits as provided in cash an amount equal to 300% Section 5 hereof upon the occurrence of (A) Executive's then current Base Salary plus (B) the average one or more of the last three annual bonuses received following events: (i) Any termination by Executive, the Company and any options held by its Subsidiaries of the employment of the Executive to purchase Company securities shall immediately vest, notwithstanding anything prior to the contrary in any other agreement between Executive and the Company. Upon termination under this paragraph (f), date upon which the Executive shall no longer have attained age 65, which termination shall be bound for any reason other than for Cause or as a result of the death of the Executive or by reason of the provisions Executive’s disability and the actual receipt of disability benefits in accordance with Section 5 of this Agreement.4(a)(ii) hereof; or (ii) In the event that any payment received or to be received Termination by the Executive of his employment with the Company and its Subsidiaries during the Period of Employment after the Change in connection with Control upon the occurrence of any of the following events: (A) Failure to elect, reelect or otherwise maintain the Executive in the offices or positions in the Company or any Subsidiary which the Executive held immediately prior to a Change in Control Control, or the removal of the Executive as a Director of the Company (or any successor thereto) if the Executive shall have been a Director of the Company immediately prior to the Change in Control, or the removal of the Executive as a member of the managing authority of any Subsidiary if the Executive shall have been a member of such body immediately prior to the Change in Control; (B) A significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position or positions with the Company and its Subsidiaries which the Executive held immediately prior to the Change in Control, a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received from the Company and its Subsidiaries, or the termination of the Executive's employment (whether payable pursuant ’s rights to any Employee Benefits to which he was entitled immediately prior to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control or a reduction in scope or value thereof without the prior written consent of the Executive, any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would of which is not be deductible remedied within 10 calendar days after receipt by the Company of written notice from the Executive of such change, reduction or termination, as the case may be; (C) A determination by the Executive made in whole or in part) good faith that as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payment pursuant to Section 6(f)(i) shall be reduced until no portion of the Total Payments are not deductible as a result of Section 280G of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company immediately prior to the time of a Change in Control and a change in accordance with circumstances thereafter significantly affecting his position, including without limitation a change in the principles of Sections 280G(d)(3) and (4) scope of the Codebusiness or other activities for which he was responsible immediately prior to the Change in Control, he has been rendered substantially unable to carry out, has been substantially hindered in the performance of, or has suffered a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within 10 calendar days after written notice to the Company from the Executive of such determination; (D) The liquidation, dissolution, merger, consolidation or reorganization of the Company or transfer of all or a significant portion of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization or otherwise) to which all or a significant portion of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of the Company under this Agreement pursuant to Section 10 hereof; (E) The Company shall relocate its principal executive offices, or the Company or any Subsidiary shall require the Executive to have his principal location of work changed, to any location which is in excess of 25 miles from the location thereof immediately prior to the Change in Control or the Company or any Subsidiary shall require the Executive to travel away from his office in the course of discharging his responsibilities or duties hereunder significantly more (in terms of either consecutive days or aggregate days in any calendar year) than was required of him prior to the Change in Control without, in either case, his prior written consent; or (F) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company or any successor thereto. (iiic) For purposes A termination by the Company and its Subsidiaries pursuant to Section 4(a) hereof or by the Executive pursuant to Section 4(b) hereof shall not affect any rights which the Executive may have pursuant to any agreement, policy, plan, program or arrangement of the Company or any Subsidiary providing Employee Benefits, which rights shall be governed by the terms thereof. If this Agreement or the employment of the Executive is terminated under circumstances in which the Executive is not entitled to any payments under Section 6(f) 3 or 5 hereof, the following definitions Executive shall apply:have no further obligation or liability to the Company hereunder with respect to his prior or any future employment.

Termination Following a Change in Control. (i) Subject to Section 6(f)(ii), should If within 12 months after the Executive's employment hereunder be terminated by the Company without Cause (other than for reason of the Executive becoming Disabled) or by Executive for Good Reason within two years effective date of a Change in Control (as defined belowin the Employment Agreement) Employee’s Employment Agreement and employment with (i) the Company, (ii) an affiliate of the Company (as such term is defined in the Exchange Act) or (iii) such entity that the Company has merged or consolidated with or an affiliate (as such term is defined in the Exchange Act) of such entity (such entity or affiliate in (i), (ii) or (iii), the “Continuing Employer”) is terminated by Employee for Good Reason or by the Continuing Employer without Good Cause, then, notwithstanding Section 3, 100% of the Shares shall automatically vest on the date of such termination of employment, provided, however, that if prior to such termination the outstanding shares of common stock of the Company shall pay and have been exchanged or converted into the Executive shall right to receive in other securities, cash an amount equal or property, whether pursuant to 300% a merger, consolidation or sale of (A) Executive's then current Base Salary plus (B) the average all or substantially all of the last three annual bonuses received by Executiveassets of the Company (a “Conversion Event”), and any options held by Executive then each Share that could vest pursuant to purchase Company securities this Section 5.4 shall immediately vestafter such Conversion Event represent the right to receive such other securities, notwithstanding anything cash or property that Employee would have received or been entitled to the contrary in any other agreement between Executive had such Shares been outstanding immediately prior to such Conversion Event. Employee and the Company. Upon termination under this paragraph (f), the Executive shall no longer be bound by the provisions of Section 5 of this Agreement. (ii) In the event Company agree that any payment received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether payable pursuant to the terms of this Employee’s Employment Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person (together with the payment pursuant attendant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payment pursuant to Section 6(f)(i) shall be reduced until no portion of the Total Payments are not deductible as a result of Section 280G of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company immediately prior to the time of a Change in Control in accordance which Employee is, in connection with the principles such Change in Control, hired as an employee of Sections 280G(d)(3) and (4) a Continuing Employer shall not be deemed a termination of the Code. (iii) For Employee’s Employment Agreement with a Continuing Employer for purposes of this Section 6(f) 5.4 unless Employee resigns following the following definitions shall apply:Change of Control for Good Reason.

Termination Following a Change in Control. (ia) Subject to Section 6(f)(ii)In the event of the occurrence of a Change in Control, should the Executive's employment hereunder this Agreement may be terminated by the Company during the Period of Employment only upon the occurrence of one or more of the following events: (i) If the Executive is unable to perform the essential functions of the Executive’s job (with or without Cause reasonable accommodation) because the Executive has become permanently disabled within the meaning of, and actually begins to receive disability benefits pursuant to, a long-term disability plan maintained by or on behalf of the Company for senior executives generally or, if applicable, employees of the Company immediately prior to the Change in Control; or (other than ii) For “Cause,” which for reason purposes of this Agreement shall mean that, prior to any termination pursuant to Subsection 4(b) hereof, the Executive shall have committed: (A) an intentional act of material fraud, embezzlement or theft in connection with the Executive’s duties or in the course of the Executive’s employment with the Company; (B) intentional, wrongful damage to material property of the Company; (C) intentional, wrongful disclosure of material secret processes or confidential information of the Company; or (D) intentional wrongful engagement in any Competitive Activity; and any such act shall have been materially harmful to the Company. For purposes of this Agreement, no act, or failure to act, on the part of the Executive becoming Disabledshall be deemed “intentional” if it was due primarily to an error in judgment or negligence, but shall be deemed “intentional” only if done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for “Cause” hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive has committed an act set forth above in this Subsection 4(a)(ii) and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or by Executive for Good Reason within two years the Executive’s beneficiaries to contest the validity or propriety of any such determination. (b) In the event of the occurrence of a Change in Control Control, this Agreement may be terminated by the Executive during the Period of Employment with the right to benefits as provided in Section 5 hereof upon the occurrence of one or more of the following events as determined by the Executive in the sole discretion of the Executive: (as defined below), i) Any termination by the Company shall pay of the employment of the Executive for any reason other than for Cause or as a result of the death of the Executive or by reason of the Executive’s disability and the Executive shall receive actual receipt of disability benefits in cash an amount equal to 300% of (Aaccordance with Subsection 4(a)(i) Executive's then current Base Salary plus (B) the average of the last three annual bonuses received by Executive, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive and the Company. Upon termination under this paragraph (f), the Executive shall no longer be bound by the provisions of Section 5 of this Agreement.hereof; or (ii) In the event that any payment received or to be received Termination by the Executive in connection of the Executive’s employment with the Company (or any successor to or affiliate thereof) during the Period of Employment upon the occurrence of any of the following events: (A) Failure to elect or reelect the Executive to the office(s) which the Executive held immediately prior to a Change in Control Control, or failure to elect or reelect the Executive as a director of the Company (or any successor to parent entity thereof) or the removal of the Executive as a director of the Company (or any successor thereto), if the Executive shall have been a director of the Company immediately prior to the Change in Control; (B) An adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position(s) which the Executive held immediately prior to the Change in Control; a reduction in the Executive’s Base Pay and/or Incentive Pay received from the Company; or the termination of the Executive's employment (whether payable pursuant ’s rights to any Employee Benefits to which the Executive was entitled immediately prior to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control or a reduction in scope or value thereof without the prior written consent of the Executive, any person affiliated with the Company or such person of which is not remedied within ten (together with the payment pursuant to Section 6(f)(i), the "Total Payments")10) would not be deductible calendar days after receipt by the Company of written notice from the Executive of such change, reduction or termination, as the case may be; (C) A determination by the Executive that, following a Change in whole or in part) Control, as a result of Section 280G a change in circumstances significantly affecting the Executive’s position(s), including without limitation, a change in the scope of the Internal Revenue Code business or other activities for which the Executive was responsible immediately prior to a Change in Control, the Executive has been rendered substantially unable to carry out, has been substantially hindered in the performance of, or has suffered a substantial reduction in any of 1986the authorities, as amended powers, functions, responsibilities or duties attached to the position(s) held by the Executive immediately prior to the Change in Control, which situation is not remedied within ten (10) calendar days after written notice to the "Code"Company from the Executive of such determination; (D) The liquidation, dissolution, merger, consolidation or reorganization of the Company or transfer of all or a significant portion of its business and/or assets (including, without limitation, by means of the sale of the capital stock or assets of one or more direct or indirect subsidiaries of the Company), unless the payment successor (by liquidation, merger, consolidation, reorganization or otherwise) to which all or a significant portion of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of the Company under this Agreement pursuant to Section 6(f)(i) 11 hereof (in which case, such entity shall be reduced until no portion deemed to be the “Company” hereunder); (E) The Company shall require (I) that the principal place of work of the Total Payments are not deductible as a result of Section 280G Executive or the appropriate principal executive office of the Code, Company or the payment Company’s operating division or subsidiary for which the Executive performed the majority of his services during the twelve (12)-month period preceding the Change in Control be changed to any location which is in excess of forty (40) miles from the location thereof immediately prior to the Change in Control or (II) that the Executive travel away from the Executive’s office in the course of discharging the Executive’s responsibilities or duties hereunder more (in terms of either consecutive days or aggregate days in any calendar year) than was required of the Executive prior to the Change in Control, without, in either case, the Executive’s prior consent; or (F) Any material breach of this Agreement by the Company or any successor thereto. (c) A termination by the Company pursuant to Section 6(f)(iSubsection 4(a) is reduced hereof or by the Executive pursuant to zero. For purposes of this limitation (ASubsection 4(b) no portion hereof shall not affect any rights which the Executive may have pursuant to any agreement, policy, plan, program or arrangement of the Total Payments Company providing Employee Benefits, which rights shall be governed by the receipt terms thereof. If this Agreement or enjoyment the employment of the Executive is terminated under circumstances in which the Executive is not entitled to any payments under Sections 3 or 5 hereof, then notwithstanding anything herein to the contrary, the Executive shall have effectively waived in writing prior no further obligation or liability to the date of payment of Company hereunder with respect to the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected Executive’s prior or any future employment by the Company's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company immediately prior to the time of a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. (iii) For purposes of this Section 6(f) the following definitions shall apply:

Termination Following a Change in Control. (i) Subject to Section 6(f)(ii), should In the Executive's event Officer’s employment hereunder be under this Agreement is terminated by the Company without Cause within twelve (other than for reason of 12) months following the Executive becoming Disabled) or by Executive for Good Reason within two years occurrence of a Change in Control (as defined belowin Section 21 herein) or by Officer for Good Reason within twelve (12) months following the occurrence of a Change in Control (as defined in Section 21 herein), the Company shall pay Officer the following payments and benefits: a. a lump sum payment equal to two (2) times the sum of (i) the annual base salary payable to Officer as of the date of the Officer’s Separation from Service and (ii) the target bonus established by the Compensation Committee of the Board of Directors for the Officer pursuant to the Company’s annual cash bonus plan for the year in which the Separation of Service occurs; b. Officer shall also continue to be covered under health and life insurance plans of the Company for two years (2) years, or the Company shall provide the economic equivalent thereof if such continuation is not permissible under the terms of the Company’s insurance plans; and c. If Officer’s employment is terminated following the end of a fiscal year and prior to the payment date for the bonus described in Section 4(a), if any, that Officer would have been entitled to receive with respect to such completed fiscal year, based upon the Company’s actual results, the Company shall pay to Officer, at the time such bonus is paid to other executives of the Company according to the terms of the applicable bonus program adopted by the Company, the amount of such bonus described in Section 4(a), if any, that Officer would have been entitled to receive with respect to such completed fiscal year had Officer’s employment not terminated prior to the payment date for such bonus; and a pro rata portion of the bonus described in Section 4(a), if any, that Officer would have been entitled to receive for the fiscal year in which the termination of employment occurs, based upon the Company’s actual results for the year of termination and the Executive shall receive in cash an amount equal to 300% of (A) Executive's then current Base Salary plus (B) the average percentage of the last three annual bonuses received by Executivefiscal year that shall have elapsed through the date of termination of employment, and any options held by Executive payable to purchase Officer pursuant to Section 4(a) had Officer’s employment not terminated, which pro-rata bonus shall be paid at the time such bonus is paid to other executives of the Company securities shall immediately vest, notwithstanding anything according to the contrary in any other agreement between Executive and terms of the applicable bonus program adopted by the Company. Upon termination Benefits due under this paragraph Section 9 shall be payable (f)or commence) within sixty (60) days of the Officer’s Separation from Service, with the Executive shall no longer be bound date of such payment determined by the provisions Company in its sole discretion in accordance with Section 11 below. Receipt by Officer of Section 5 of this Agreement. (ii) In the event that any payment received or other benefits under this Section 9 shall be subject to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether payable Officer’s execution and delivery, pursuant to the terms of this Agreement or any other planSection 11 below, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with to the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (of a General Release in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payment pursuant to Section 6(f)(i) shall be reduced until no portion of the Total Payments are not deductible as a result of Section 280G of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors form and substance reasonably acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, Company and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company immediately prior to the time of a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4) of the CodeOfficer. (iii) For purposes of this Section 6(f) the following definitions shall apply:

Termination Following a Change in Control. (a) If at any time upon the occurrence of a Change in Control, Company terminates the Executive’s employment, the Executive shall be entitled to the benefits provided by Sections 11 and 12 unless such termination is the result of the occurrence of one or more of the following events: (i) Subject to Section 6(f)(ii), should The Executive’s death; (ii) The Executive’s permanent disability; or (iii) Cause. (b) If at any time following the Executive's employment hereunder be terminated by the Company without Cause (other than for reason of the Executive becoming Disabled) or by Executive for Good Reason within two years occurrence of a Change in Control (as defined below), the Company shall pay and the Executive shall receive in cash an amount equal be entitled to 300% of (A) Executive's then current Base Salary plus (B) the average benefits provided by Section 12 if one or more of the last three annual bonuses received by Executive, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in following events has occurred (regardless of whether any other agreement between reason, other than Cause as hereinabove provided, for such termination exists or has occurred, including without limitation other employment): (i) Failure to maintain the Executive and in the office or the position, or a substantially equivalent office or position, of or with the Company. Upon termination under this paragraph (f), which the Executive shall no longer be bound by the provisions of Section 5 of this Agreement.held immediately prior to a Change in Control; (ii) In a reduction in the event aggregate of the Executive’s Base Pay and Incentive Pay received from the Company and any Subsidiary from that any payment received or earned immediately prior to be received by the Executive in connection with a Change in Control or the termination or denial of the Executive's employment (whether payable pursuant ’s rights to the terms of this Agreement Employee Benefits or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payment pursuant to Section 6(f)(i) shall be reduced until no portion of the Total Payments are not deductible as a result of Section 280G of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, reduction in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the scope or value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company thereof from that earned immediately prior to the time of a Change in Control in accordance with Control, any of which is not remedied by the principles Company no later than 10 calendar days after receipt by the Company of Sections 280G(d)(3) and (4) written notice from the Executive of such change, reduction or termination, as the Code.case may be; (iii) For purposes determination by the Executive (which determination will be conclusive and binding upon the parties hereto if it was made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Company by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered Executive’s performance of, or has caused Executive to suffer a material reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied no later than 10 calendar days after receipt by the Company of written notice from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Company or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Company under this Agreement pursuant to Section 24(a) and Executive’s total compensation package remains unchanged from the Company and any Subsidiary from that earned immediately prior to the Change in Control; (v) The Company relocates its principal executive offices, or requires the Executive to have his principal location of work changed, to any location that is in excess of 50 miles from the location thereof immediately prior to the Change in Control without his prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company or any successor thereto which is not remedied by the Company within 10 calendar days after receipt by the Company of written notice from the Executive of such breach. A termination by the Company pursuant to Section 6(f11(a) or by the following definitions Executive pursuant to Section 11(b) will not affect any rights that the Executive may have pursuant to any agreement, policy, plan, program or arrangement of the Company providing Employee Benefits, which rights shall apply:be governed by the terms thereof, except for any rights to severance compensation to which Executive may be entitled upon termination of employment under Section 9.

Termination Following a Change in Control. (i) Subject to Section 6(f)(ii)If, should within the Executive's employment hereunder be terminated by the Company without Cause (other than for reason of the Executive becoming Disabled) or by Executive for Good Reason within two years of year period following a Change in Control (as defined below), (X) Executive's employment is terminated by the Company or by the Employer for any reason other than Executive's death or disability or for Cause, or (Y) Executive terminates his employment for Good Reason, (i) the Company or the Employer shall pay and the Executive shall receive in cash an as severance a lump sum amount equal to 300% (A) two times the sum of (A1) Executive's then current Base Salary plus (2) Executive's highest annual Performance Bonus in the three year period immediately preceding such Change in Control and (B) the average present value of all other benefits otherwise payable through the last three annual bonuses received by Executivethen remaining Employment Period under Sections 3(d) and 3(f) of this Agreement, and any options held by Executive to purchase Company securities (ii) all outstanding equity incentive awards shall immediately vest, notwithstanding anything and Executive shall be entitled to receive a lump sum amount equal to the contrary in "spread" on any other agreement between Executive and the Company. Upon termination under this paragraph (f), the Executive shall no longer be bound then outstanding stock options or similar awards held by the provisions of Section 5 of this Agreement. (ii) In the event that any payment received or to be received by the Executive in connection with a exchange for the surrender and cancellation of such awards. A Change in Control or the termination shall be deemed to have occurred if any of the Executive's employment following conditions shall have been satisfied: (whether payable pursuant to the terms of this Agreement or i) any other plan, arrangement or agreement with the Company, any person whose actions result "person" as such term is used in a Change in Control or any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")13(d) would not be deductible by the Company (in whole or in partand 14(d) as a result of Section 280G of the Internal Revenue Code Securities Exchange Act of 19861934, as amended (the "CodeExchange Act") (other than the Company; any trustee or other fiduciary holding securities under an employee benefit plan of the Company; or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership at such time of stock of the Company), is or becomes after the payment pursuant to Section 6(f)(i) shall be reduced until no portion Effective Date the "beneficial owner" (as defined in Rules 13d-3 under the Exchange Act), directly or indirectly, of securities of the Total Payments are Company (not deductible as a result of Section 280G included in the securities beneficially owned by such person any securities acquired directly from the Company) representing 35% or more of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion combined voting power of the Total Payments the receipt or enjoyment Company's then outstanding securities, (ii) during any period of which the Executive shall have effectively waived in writing two consecutive years (not including any period prior to the date Effective Date), individuals who at the beginning of payment such period constitute the Board of Directors, and any new director (other than a director designated by a person who has entered into an agreement with the payment pursuant Company to Section 6(f)(ieffect a transaction described within this definition of Change in Control) shall be taken into account, (B) no portion whose election by the Board of the Total Payments shall be taken into account which, in the opinion of tax counsel selected Directors or nomination for election by the Company's independent auditors and acceptable to the Executive, does not constitute stockholders was approved by a "parachute payment" within the meaning vote of Section 280G(b)(2) at least two-thirds of the CodeBoard of Directors then still in office who either were members of the Board of Directors at the beginning of the period or whose election or nomination for election was previously so approved, and cease for any reason to constitute at least a majority thereof, (Ciii) the value stockholders of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company approve a merger or consolidation of the Company with any other entity and, in connection with such merger or consolidation, individuals who constitute the Board of Directors immediately prior to the time of any agreement to effect such merger or consolidation is entered into fail for any reason to constitute at least a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4) majority of the Code. board of directors of the surviving corporation following the consummation of such merger or consolidation, or (iii) For purposes of this Section 6(fiv) the following definitions shall apply:stockholders of the Company approve (a) a plan of complete liquidation of the Company or (b) an agreement for the sale or disposition by the Company of all or substantially all the Company's assets.

Termination Following a Change in Control. (ia) Subject In addition to Section 6(f)(ii)the above, should during the Executive's employment hereunder be terminated by period commencing on the Company without Cause six (other than for reason of the Executive becoming Disabled6) or by Executive for Good Reason within two years month anniversary of a Change in Control (as defined below), in Section 12) of the Company shall pay and ending on the Executive shall receive two (2) year anniversary of such Change in cash an amount equal to 300% of (A) Executive's then current Base Salary plus (B) the average of the last three annual bonuses received by Executive, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive and the Company. Upon termination under this paragraph (f)Control, the Executive may terminate this Agreement upon expiration of ninety (90) days’ prior written notice if “Good Reason” exists for the Executive’s termination. For this purpose, termination for “Good Reason” shall no longer be bound mean a termination by the provisions Executive of Section 5 his employment hereunder following the occurrence, without his prior written consent, of this Agreement.any of the following events, unless the Company fully cures all grounds for such termination within thirty (30) days after the Executive’s notice: (i) any material adverse change in the Executive’s authority, duties, titles or offices (including reporting responsibility), or any significant increase in the Executive’s business travel obligations, from those existing immediately prior to the Change in Control; (ii) In the event that any payment received or to be received failure by the Company to continue in effect any compensation plan in which the Executive in connection with a participated immediately prior to such Change in Control or the termination of and which is material to the Executive's employment (whether payable pursuant ’s total compensation, including but not limited to the terms of this Agreement Company’s stock option, bonus and other plans or any other substitute plans adopted prior to the Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible failure by the Company to continue the Executive’s participation therein (in whole or in partsuch substitute or alternative plan) as on a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payment pursuant to Section 6(f)(i) shall be reduced until basis no portion of the Total Payments are not deductible as a result of Section 280G of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable less favorable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) both in terms of the Codeamount of benefits provided and the level of the Executive’s participation relative to other participants, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company as existed immediately prior to such Change in Control; (iii) any failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company’s retirement, life insurance, medical, health and accident, or disability plans, programs or arrangements in which the Executive was participating immediately prior to such Change in Control, the taking of any action by the Company that would directly or indirectly materially reduce any of such benefits or deprive the Executive of any perquisite enjoyed by the Executive at the time of such Change in Control, or the failure by the Company to maintain a vacation policy with respect to the Executive that is at least as favorable as the vacation policy (whether formal or informal) in place with respect to the Executive immediately prior to such Change in Control; or (iv) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company upon a merger, consolidation, sale or similar transaction. (b) In addition, the Executive may elect to terminate his employment, at his own initiative, for any reason or for no reason, during the six- (6) month period commencing on the six (6) -month anniversary of a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4) of the CodeCompany and ending on the one (1)-year anniversary of such Change in Control, in which case such termination of employment shall also be deemed to be for “Good Reason”. (iii) For purposes of this Section 6(f) the following definitions shall apply:

Termination Following a Change in Control. The Company shall pay the Severance Benefit to Executive if, during the Severance Period, (i) Subject to Section 6(f)(ii), should the Executive's employment hereunder be with the Company is terminated by the Company without Cause (other than for reason Cause; (ii) Executive becomes permanently disabled; or dies; (iii) Executive terminates his employment with the Company (which he shall be entitled to do) due to the: (a) failure to elect or reelect or otherwise maintain Executive in the office or the position, or a substantially equivalent office or position, of or with the Company which Executive becoming Disabled) or by Executive for Good Reason within two years of held immediately prior to a Change in Control (as defined below)Control, the Company shall pay and the Executive shall receive in cash an amount equal to 300% of (A) Executive's then current Base Salary plus (B) the average of the last three annual bonuses received by Executive, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive and the Company. Upon termination under this paragraph (f), the Executive shall no longer be bound by the provisions of Section 5 of this Agreement. (ii) In the event that any payment received or to be received by the Executive in connection with a Change in Control or the termination removal of the Executive's employment (whether payable pursuant to the terms Executive as a Trust Manager of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payment pursuant to Section 6(f)(i) shall be reduced until no portion of the Total Payments are not deductible as a result of Section 280G of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing successor thereto) if Executive had been a Trust Manager of the Company immediately prior to the time Change in Control; (b) significant change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company which Executive held immediately prior to the Change in Control, a reduction in the aggregate of Executive's base pay and incentive pay received from the Company, or the termination or denial of Executive's rights to Employee Benefits or a reduction in the scope or value thereof, except for any such termination or denial, or reduction in the scope of value, of any Employee Benefits applicable generally to all recipients of or participants in such Employee Benefits; (c) the determination by Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Company by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control Control, including without limitation, a change in accordance with the principles of Sections 280G(d)(3) and (4) scope of the Code.business or other activities for which Executive was responsible immediately prior to the Change in Control, which has rendered Executive substantially unable to carry out, has substantially hindered Executive's performance of, or has caused Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities, or duties attached to the position held by Executive immediately prior to the Change in Control, which situation is not remedied within five calendar days after written notice to the Company from Executive of such determination; (iiid) For the liquidation, dissolution, merger, consolidation or reorganization of the Company or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of the Company's business and/or assets have been transferred (directly or by operation of law) assumes all duties and obligations of the Company under this Agreement; (e) the Company relocates its principal executive offices, or requires Executive to have Executive's principal location of work changed, to any location which is in excess of 25 miles from the location thereof immediately prior to the Change in Control, or requires Executive to travel away from Executive's office in the course of discharging Executive's responsibilities or duties hereunder at least 20% more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of Executive in any of the three full years immediately prior to the Change in Control without, in either case, Executive's prior written consent; and/or (f) without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company or any successor thereto. Any Severance Benefit due under this Section 6(f) 2 shall be due and payable within five business days after the following definitions shall apply:occurrence of the event giving rise to the Company's obligation to pay the Severance Benefit.

Termination Following a Change in Control. (i) Subject to Section 6(f)(iiNotwithstanding Sections 5(a), should (b) and (d) above, in the Executiveevent Employee's employment hereunder be is terminated by him for Good Reason, by the Company without Cause or due to death or Disability within twenty four (other than for reason of the Executive becoming Disabled24) or by Executive for Good Reason within two years of months immediately following a Change in Control (as defined belowof the Company, this Section 5(e) shall apply and Sections 5(a), (b) and (d) above shall not apply. For avoidance of doubt, it is understood that any payment pursuant to this Section 5(e) is in lieu of, and not in addition to, any payments pursuant to Sections 5(a), (b) and (d) above. For purposes of this Agreement, a "Change in Control" of the Company shall be deemed to occur if (i) over a twelve (12) month period, a person or group of persons acquires shares of the Company representing thirty-five percent (35%) of the voting power of the Company or a majority of the members of the Board is replaced by directors not endorsed by the members of the Board before their appointment or (ii) a person or group of persons (other than a person or group of persons controlled, directly or indirectly, by shareholders of the Company) acquires forty percent (40%) or more of the gross fair market value of the assets of the Company over a 12-week period. The interpretation of the meanings of the terms in the preceding sentence shall be made in accordance with the meanings ascribed to those terms under Section 409A of the Code, except that the words "person," "persons" or "group" in the immediately preceding sentence shall be interpreted in accordance with the meanings ascribed to those words under Section 280G of the Code and the regulations thereunder. In the event that Employee's employment terminates pursuant to this Section 5(e), then the Company shall pay to Employee within sixty (60) days after the date of termination: (i) any unpaid accrued Base Salary pursuant to Section 3(a)(i), above, and any unpaid accrued Incentive Bonus pursuant to Section 3(a)(ii), above, in each case to which Employee was entitled as of the Executive shall receive in cash an date of termination; (ii) any amount due to Employee as of the date of termination as reimbursement of expenses under Section 3(e), above; (iii) any unpaid accrued Vacation Payment to which Employee was entitled as of the date of termination; (iv) a lump sum amount equal to 300% two and a half (2.5) times the sum of (A) Executive's then current one year of Base Salary in effect on the date of the termination of Employee's employment plus (B) the average Target Incentive Bonus in effect for the year of termination (as if the applicable performance criteria have been met irrespective of whether or not that is the case); and (v) a lump sum amount equal to the maximum monthly premium the Family would be required to pay pursuant to COBRA in order to avail them of continuation of medical and dental coverage in effect immediately prior to termination (assuming all were eligible for such continuation) multiplied by twenty four (24). For avoidance of doubt it is understood that the amount described in clause (v) of the last three annual bonuses received immediately preceding sentence shall be due regardless of whether the Family elects COBRA coverage, procures other medical and dental coverage or elects to have no such coverage. Furthermore: (i) in the event Employee's employment with the Company terminates pursuant to this Section 5(e) due to termination by ExecutiveEmployee for Good Reason or by the Company without Cause, Employee shall be entitled to an amount equal to the Termination Incentive Bonus payable within sixty (60) days following the end of the Year in which the termination occurred; and (ii) in the event Employee's employment with the Company terminates pursuant to this Section 5(e) due to death or Disability, Employee shall be entitled to an amount equal to the Pro-Rata Target Bonus payable within sixty (60) days after the date of termination. Furthermore, in the event that Employee's employment terminates pursuant to this Section 5(e), then, in addition to Employee's rights under any applicable equity award agreements, Employee shall also be entitled to immediate vesting of any unvested equity awards granted to Employee by the Company, unless otherwise provided in Section 3(f) with respect to Performance Awards and in addition to Employee's rights under any applicable share option agreements, any share options held by Executive Employee at the time of termination which were granted to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive and the Company. Upon termination under this paragraph (f), the Executive shall no longer be bound Employee by the provisions of Section 5 of this Agreement. (ii) In the event that any payment received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with shall remain exercisable until the Company or such person earlier of two (together with the payment pursuant to Section 6(f)(i)2) years following Employee's date of termination and, if applicable, the "Total Payments")date (or dates) any such options would not be deductible by the Company (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payment pursuant to Section 6(f)(i) shall be reduced until no portion of the Total Payments are not deductible as a result of Section 280G of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, otherwise expire in the opinion absence of tax counsel selected by the CompanyEmployee's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company immediately prior to the time of a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4) of the Codetermination. (iii) For purposes of this Section 6(f) the following definitions shall apply:

Termination Following a Change in Control. (i) Subject to Section 6(f)(ii)If, should within the Executive's employment hereunder be terminated by the Company without Cause (other than for reason of the Executive becoming Disabled) or by Executive for Good Reason within two years of year period following a Change in Control (as defined below), (X) Executive's employment is terminated by the Company or by the Employer for any reason other than Executive's death or disability or for Cause, or (Y) Executive terminates his employment for Good Reason, (i) the Company or the Employer shall pay and the Executive shall receive in cash an as severance a lump sum amount equal to 300% (A) three times the sum of (A1) Executive's then current Base Salary plus (2) Executive's highest annual Performance Bonus in the three year period immediately preceding such Change in Control and (B) the average present value of all other benefits otherwise payable through the last three annual bonuses received by Executivethen remaining Employment Period under Sections 3(d) and 3(f) of this Agreement, and any options held by Executive to purchase Company securities (ii) all outstanding equity incentive awards shall immediately vest, notwithstanding anything and Executive shall be entitled to receive a lump sum amount equal to the contrary in "spread" on any other agreement between Executive and the Company. Upon termination under this paragraph (f), the Executive shall no longer be bound then outstanding stock options or similar awards held by the provisions of Section 5 of this Agreement. (ii) In the event that any payment received or to be received by the Executive in connection with a exchange for the surrender and cancellation of such awards. A Change in Control or the termination shall be deemed to have occurred if any of the Executive's employment following conditions shall have been satisfied: (whether payable pursuant to the terms of this Agreement or i) any other plan, arrangement or agreement with the Company, any person whose actions result "person" as such term is used in a Change in Control or any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")13(d) would not be deductible by the Company (in whole or in partand 14(d) as a result of Section 280G of the Internal Revenue Code Securities Exchange Act of 19861934, as amended (the "CodeExchange Act") (other than the Company; any trustee or other fiduciary holding securities under an employee benefit plan of the Company; or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership at such time of stock of the Company), is or becomes after the payment pursuant to Section 6(f)(i) shall be reduced until no portion Effective Date the "beneficial owner" (as defined in Rules 13d-3 under the Exchange Act), directly or indirectly, of securities of the Total Payments are Company (not deductible as a result of Section 280G included in the securities beneficially owned by such person any securities acquired directly from the Company) representing 35% or more of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion combined voting power of the Total Payments the receipt or enjoyment Company's then outstanding securities, (ii) during any period of which the Executive shall have effectively waived in writing two consecutive years (not including any period prior to the date Effective Date), individuals who at the beginning of payment such period constitute the Board of Directors, and any new director (other than a director designated by a person who has entered into an agreement with the payment pursuant Company to Section 6(f)(ieffect a transaction described within this definition of Change in Control) shall be taken into account, (B) no portion whose election by the Board of the Total Payments shall be taken into account which, in the opinion of tax counsel selected Directors or nomination for election by the Company's independent auditors and acceptable to the Executive, does not constitute stockholders was approved by a "parachute payment" within the meaning vote of Section 280G(b)(2) at least two-thirds of the CodeBoard of Directors then still in office who either were members of the Board of Directors at the beginning of the period or whose election or nomination for election was previously so approved, and cease for any reason to constitute at least a majority thereof, (Ciii) the value stockholders of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company approve a merger or consolidation of the Company with any other entity and, in connection with such merger or consolidation, individuals who constitute the Board of Directors immediately prior to the time of any agreement to effect such merger or consolidation is entered into fail for any reason to constitute at least a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4) majority of the Code. board of directors of the surviving corporation following the consummation of such merger or consolidation, or (iii) For purposes of this Section 6(fiv) the following definitions shall apply:stockholders of the Company approve (a) a plan of complete liquidation of the Company or (b) an agreement for the sale or disposition by the Company of all or substantially all the Company's assets.

Termination Following a Change in Control. (i) Subject to Section 6(f)(ii), should In the event of a termination of Executive's ’s employment hereunder be terminated by the Company without Cause (other than for reason of the Executive becoming Disabled) Cause or by Executive for Good Reason Reason, in each case within two years of twelve (12) months after a Change in Control Control: (as defined below), the i) The Company shall pay and Executive the Executive shall receive in cash an amount equal to 300% of (A) Executive's then current Base Salary plus (B) the average of the last three annual bonuses received by Executive, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive and the Company. Upon termination under this paragraph (f), the Executive shall no longer be bound by the provisions of Section 5 of this AgreementAccrued Rights. (ii) In Provided (A) such termination constitutes a Separation from Service, (B) Executive executes, and allows to become effective, the event that Release within 30 days after his Separation from Service (or such longer period as mandated by applicable law), and (C) Executive remains in compliance with his obligations under any Employee Agreement and returns all Company property to the Company upon such termination, then the Company will pay Executive, as severance, (1) a lump sum cash payment received equal to the sum of 12 months of Executive’s then current base salary and 100% of Executive’s cash bonus earned for the year prior to the year in which the termination of employment occurs and (2) provided Executive makes a timely and accurate election for continued covered under the Company’s medical, dental and vision insurance plans under COBRA for Executive and his eligible dependents, payment of the premiums for such COBRA coverage for up to 12 months (or such earlier date as he and his dependents cease to be received eligible for such coverage), less the applicable active employee contribution for such coverage in an amount not to exceed the premium paid by Executive immediately prior to his termination date (which amount Executive will be required to pay directly) (collectively, the Executive in connection with a “Change in Control or the termination Severance Amount”). Subject to Section 1(g), item (1) of the Change in Control Severance Amount shall be paid on the 30th day following the date of Executive's employment ’s termination. (iii) Executive will be fully vested in all stock options, restricted stock, restricted stock units and all other equity awards then held by Executive. (iv) Payments under this Section 1(c) shall be made without regard to whether payable pursuant to the terms deductibility of this Agreement such payments (or any other plan, arrangement payments to or agreement with for the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")benefit of Executive) would not be deductible limited or precluded by the Company (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) and without regard to whether such payments (or any other payments) would subject Executive to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the Code; provided, that if the total of all payments to or for the benefit of Executive, after reduction for all federal taxes (including the tax described in Section 4999 of the Code, if applicable) with respect to such payments (“Executives total after-tax payments”), would be increased by the limitation or elimination of any payment pursuant to under this Section 6(f)(i1(c), amounts payable under this Section 1(c) shall be reduced until no portion of the Total Payments are not deductible as a result of Section 280G of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of extent, and only to the payment pursuant extent, necessary to maximize Executive’s total after-tax payments (the “required reduction amount”). The determination as to whether and to what extent payments under this Section 6(f)(i1(c) are required to be reduced in accordance with the preceding sentence shall be taken into account, (B) no portion of made at the Total Payments shall be taken into account which, in the opinion of tax counsel selected Company’s expense by the Company's ’s independent auditors and acceptable accountants (the “Outside Firm”). In the event of any mistaken underpayment or overpayment under this Section 1(c), as determined by the Outside Firm, the amount of such underpayment or overpayment shall forthwith be paid to Executive or refunded to the ExecutiveCompany, does not constitute a "parachute payment" within as the meaning case may be, with interest at 120% of the applicable Federal rate provided for in Section 280G(b)(27872(f)(2) of the Code. Any reduction in payments required by this Section 1(c)(iv) shall be applied as follows: First out of the cash components of the Change in Control Severance Amount, second out of COBRA premium component of the Change in Control Severance Amount, and lastly out of the vesting of equity awards. (Cv) Payments and benefits due Executive under this Section 1(c) shall constitute the value entire obligation of any non-cash benefit or any deferred payment or benefit included the Company to Executive in the Total Payments shall be determined or benefit included in the Total Payments shall be determined event of Executive’s termination of employment by the Company's independent auditors servicing the Company immediately prior to the time of without Cause or by Executive for Good Reason, in each within 12 months after a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4) of the CodeControl. (iii) For purposes of this Section 6(f) the following definitions shall apply:

Termination Following a Change in Control. (i) Subject to Section 6(f)(ii), should the Executive's employment hereunder be terminated by the Company without Cause (other than for reason of the Executive becoming Disabled) or by Executive for Good Reason within two years of a Change in Control (as defined below), the Company shall pay and the Executive shall receive in cash an amount equal to 300300 % of (A) Executive's then current Base Salary plus (B) the average of the last three annual bonuses received by Executive, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive and the Company. Upon termination under this paragraph (f), the Executive shall no longer be bound by the provisions of Section 5 of this Agreement. (ii) In the event that any payment received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payment pursuant to Section 6(f)(i) shall be reduced until no portion of the Total Payments are not deductible as a result of Section 280G of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company immediately prior to the time of a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. (iii) For purposes of this Section 6(f) the following definitions shall apply:

Termination Following a Change in Control. (ia) Subject In addition to Section 6(f)(ii)the above, should during the Executive's employment hereunder be terminated by period commencing on the Company without Cause six (other than for reason of the Executive becoming Disabled6) or by Executive for Good Reason within two years month anniversary of a Change in Control (as defined below), in Section 12) of the Company shall pay and ending on the Executive shall receive two (2) year anniversary of such Change in cash an amount equal to 300% of (A) Executive's then current Base Salary plus (B) the average of the last three annual bonuses received by Executive, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive and the Company. Upon termination under this paragraph (f)Control, the Executive may terminate this Agreement upon expiration of ninety (90) days’ prior written notice if “Good Reason” exists for the Executive’s termination. For this purpose, termination for “Good Reason” shall no longer be bound mean a termination by the provisions Executive of Section 5 his employment hereunder following the occurrence, without his prior written consent, of this Agreement.any of the following events, unless the Company fully cures all grounds for such termination within thirty (30) days after the Executive’s notice: (i) any material adverse change in the Executive’s authority, duties, titles or offices (including reporting responsibility), or any significant increase in the Executive’s business travel obligations, from those existing immediately prior to the Change in Control; (ii) In the event that any payment received or to be received failure by the Company to continue in effect any compensation plan in which the Executive in connection with a participated immediately prior to such Change in Control or the termination of and which is material to the Executive's employment (whether payable pursuant ’s total compensation, including but not limited to the terms of this Agreement Company’s stock option, bonus and other plans or any other substitute plans adopted prior to the Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible failure by the Company to continue the Executive’s participation therein (in whole or in partsuch substitute or alternative plan) as on a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payment pursuant to Section 6(f)(i) shall be reduced until basis no portion of the Total Payments are not deductible as a result of Section 280G of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable less favorable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) both in terms of the Codeamount of benefits provided and the level of the Executive’s participation relative to other participants, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company as existed immediately prior to such Change in Control; (iii) any failure by the Company to continue to provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company’s retirement, life insurance, medical, health and accident, or disability plans, programs or arrangements in which the Executive was participating immediately prior to such Change in Control, the taking of any action by the Company that would directly or indirectly materially reduce any of such benefits or deprive the Executive of any perquisite enjoyed by the Executive at the time of such Change in Control, or the failure by the Company to maintain a vacation policy with respect to the Executive that is at least as favorable as the vacation policy (whether formal or informal) in place with respect to the Executive immediately prior to such Change in Control; or (iv) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company upon a merger, consolidation, sale or similar transaction. (b) In addition, the Executive may elect to terminate his employment, at his own initiative, for any reason or for no reason, during the six- (6) month period commencing on the six (6) -month anniversary of a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4) of the CodeCompany and ending on the one (1)-year anniversary of such Change in Control, in which case such termination of employment shall also be deemed to be for “Good Reason. (iii) For purposes of this Section 6(f) the following definitions shall apply:”

Termination Following a Change in Control. (i) Subject to Section 6(f)(ii), should Upon termination of the ExecutiveEmployee's employment hereunder be terminated by the Company without Cause within thirty-six (other than for reason of the Executive becoming Disabled36) or by Executive for Good Reason within two years of months following a Change in Control of the Company, unless such termination is (as defined below)i) because of the Employee's death or Retirement, or (ii) by the Company for Cause or Disability, the Company shall pay to the Employee the benefits provided below in lieu of those provided in paragraph 10: (a) The Company shall pay the Employee his full salary (whether such salary has been paid by the Company or by any of its subsidiaries) through the Date of Termination at the rate in effect at the time Notice of Termination is given and all other unpaid amounts, if any, to which the Executive Employee is entitled as of the Date of Termination under any plan or other arrangement of the Company, at the time such payments are due; (b) The Company shall receive in cash pay to the Employee an amount equal to 300% of (A) Executive's then current Base Salary plus (B) the average of the last three annual bonuses received by Executive, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive and the Company. Upon termination under this paragraph (f), the Executive shall no longer be bound 2.99 multiplied by the provisions Employee's annualized includable compensation for the base period, within the meaning of Section 5 of this Agreement. (ii280G(d)(1) In the event that any payment received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), provided, however, that if any of such payment is or will be subject to the excise tax imposed by Section 4999 of the Code or any similar tax that may hereafter be imposed ("Excise Tax"), such payment pursuant to Section 6(f)(i) shall be reduced until no portion of to a smaller amount, even to zero, which smaller amount shall be the Total Payments are largest amount payable under this paragraph that would not deductible as a result of Section be subject in whole or in part to the Excise Tax after considering all other payments to the Employee required to be considered under Sections 4999 or 280G of the Code. Such payment shall be referred to as the "Severance Payment." In the event that the Severance Payment is subsequently determined to be less than the amount actually paid hereunder, the Employee shall repay the excess to the Company at the time that the proper amount is finally determined, plus interest on the amount of such repayment at the Applicable Federal Rate. In the event that the Severance Payment is determined to exceed the amount actually paid hereunder, the Company shall pay the Employee such difference plus interest on the amount of such additional payment at the Applicable Federal Rate at the time that the amount of such difference is finally determined. In the event that the amount of the Severance Payment exceeds or is less than the amount initially paid, such difference shall constitute a loan by the Company to the Employee, or by the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior Employee to the date of payment of Company, as the payment pursuant to Section 6(f)(icase may be, payable on the fifth (5th) shall be taken into account, day after demand (B) no portion of together with interest at the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company immediately prior to the time of a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4) of the CodeApplicable Federal Rate). (iii) For purposes of this Section 6(f) the following definitions shall apply:

Termination Following a Change in Control. (i) Subject to Section 6(f)(ii), should the Executive's employment hereunder be terminated by If the Company without Cause (other than for reason of or any successor terminates Executive’s employment at any time during the Executive becoming Disabled) or by Executive for Good Reason within two years of Term following a “Change in Control Control” (as defined below), ) of the Company shall pay and the Company: (i) Executive shall receive in cash be entitled to an amount equal to 300% of (A) Executive's then current the Base Salary plus which would otherwise be payable over the remaining term of this Agreement, payable in a lump sum within thirty (B30) days after the average date of such termination of employment; and (ii) any outstanding Awards (including substituted shares of the last three annual bonuses received by Executive, and any options acquiring or surviving Company in the case of a merger or acquisition) held by Executive or other benefits under any Company plan or program, which have not vested in accordance with their terms will become fully vested and exercisable at the time of such termination. “Change in Control” means an Ownership Change Event or series of related Ownership Change Events (collectively, a “Transaction”) in which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, direct or indirect beneficial ownership of fifty percent (50%) or more of the total combined voting power of the outstanding voting securities of the Company, or in the event of an ownership Change Event, the entity to purchase which the assets of the Company securities were transferred. An “Ownership Change Event” shall immediately vest, notwithstanding anything be deemed to have occurred if any of the following occurs with respect to the contrary Company: (i) the direct or indirect sale or exchange by the stockholders of the Company of all or substantially all of the voting stock of the Company; (ii) a merger or consolidation in any which the Company is a party; (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other agreement between Executive and than a sale, exchange or transfer to one or more subsidiaries of the Company); or (iv) a liquidation or dissolution of the Company. Upon termination under this paragraph (f), the Executive shall no longer be bound by the provisions of Section 5 of this Agreement. (ii) In the event that Notwithstanding any payment received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether payable pursuant to the terms other provision of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payment pursuant to Section 6(f)(i) shall be reduced until no portion of the Total Payments are not deductible as a result of Section 280G of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into accountcontrary, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" amount that constitutes deferred compensation within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments 409A shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company immediately prior paid to the time Executive on account of a Change in Control Control, an Ownership Change Event or a Transaction unless such event constitutes a change in accordance with the principles of Sections 280G(d)(3) and (4) ownership of the CodeCompany or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A. The sole exception to Change in Control and Ownership Change Event as described above shall be any Change in Control or Ownership Change Event that may result from the death or incapacity of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ wherein his interest is transferred to his heirs only. In such event for the purposes hereof, no Change in Control or Ownership Change Event shall be deemed to have occurred. (iii) For purposes of this Section 6(f) the following definitions shall apply:”

Termination Following a Change in Control. (i) Subject to Section 6(f)(ii), should In the Executive's event Officer’s employment hereunder be under this Agreement is terminated by the Company without Cause within twelve (other than for reason of 12) months following the Executive becoming Disabled) or by Executive for Good Reason within two years occurrence of a Change in Control (as defined belowin Section 21 herein) or by Officer for Good Reason within twelve (12) months following the occurrence of a Change in Control (as defined in Section 21 herein), the Company shall pay Officer the following payments and benefits: a. a lump sum payment equal to three (3) times the sum of (i) the annual base salary payable to Officer as of the date of the Officer’s Separation from Service and (ii) the target bonus established by the Compensation Committee of the Board of Directors for the Officer pursuant to the Company’s annual cash bonus plan for the year in which the Separation of Service occurs; b. Officer shall also continue to be covered under health and life insurance plans of the Company for three (3) years, or the Company shall provide the economic equivalent thereof if such continuation is not permissible under the terms of the Company’s insurance plans; and c. If Officer’s employment is terminated following the end of a fiscal year and prior to the payment date for the bonus described in Section 4(a), if any, that Officer would have been entitled to receive with respect to such completed fiscal year, based upon the Company’s actual results, the Company shall pay to Officer, at the time such bonus is paid to other executives of the Company according to the terms of the applicable bonus program adopted by the Company, the amount of such bonus described in Section 4(a), if any, that Officer would have been entitled to receive with respect to such completed fiscal year had Officer’s employment not terminated prior to the payment date for such bonus; and a pro rata portion of the bonus described in Section 4(a), if any, that Officer would have been entitled to receive for the fiscal year in which the termination of employment occurs, based upon the Company’s actual results for the year of termination and the Executive shall receive in cash an amount equal to 300% of (A) Executive's then current Base Salary plus (B) the average percentage of the last three annual bonuses received by Executivefiscal year that shall have elapsed through the date of termination of employment, and any options held by Executive payable to purchase Officer pursuant to Section 4(a) had Officer’s employment not terminated, which pro-rata bonus shall be paid at the time such bonus is paid to other executives of the Company securities shall immediately vest, notwithstanding anything according to the contrary in any other agreement between Executive and terms of the applicable bonus program adopted by the Company. Upon termination Benefits due under this paragraph Section 9 shall be payable (f)or commence) within sixty (60) days of the Officer’s Separation from Service, with the Executive shall no longer be bound date of such payment determined by the provisions Company in its sole discretion in accordance with Section 11 below. Receipt by Officer of Section 5 of this Agreement. (ii) In the event that any payment received or other benefits under this Section 9 shall be subject to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether payable Officer’s execution and delivery, pursuant to the terms of this Agreement or any other planSection 11 below, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with to the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (of a General Release in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payment pursuant to Section 6(f)(i) shall be reduced until no portion of the Total Payments are not deductible as a result of Section 280G of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors form and substance reasonably acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, Company and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company immediately prior to the time of a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4) of the CodeOfficer. (iii) For purposes of this Section 6(f) the following definitions shall apply:

Termination Following a Change in Control. Notwithstanding the provisions of Section 1.5 (Termination by Employer) or Section 1.6 (Termination by Employee) hereof, if, during the 24-month period after a Change in Control, Employee terminates her employment for Company Breach, or if Employer or Parent terminates Employee Without Cause during such period, then in lieu of any payments that Employee would be otherwise entitled to receive pursuant to Section 1.5(f)(iii) or Section 1.6(d)(ii) of this Agreement, Employee shall be entitled to the following payments and benefits: (i) Subject Employer shall pay to Section 6(f)(iiEmployee as severance pay and as liquidated damages (because actual damages are difficult to ascertain), should the Executive's employment hereunder be terminated by the Company without Cause (other than for reason of the Executive becoming Disabled) or by Executive for Good Reason in a lump sum, in cash, within two years of a Change in Control (as defined below)30 days after termination, the Company shall pay and the Executive shall receive in cash an amount which is equal to 300% two times the sum of (A) Executive's then current Employee’s Base Salary as of the Date of Termination (or such greater amount of Base Salary that was paid to Employee prior to any material salary reduction that serves as the basis for termination by Employee upon Company Breach) plus (B) Employee’s Bonus (as defined in Section 1.5(f)(iii)(3) above); provided, however, that if such payment, either alone or together with other payments or benefits, either cash or non-cash, that Employee has the average right to receive from Employer, including, but not limited to, accelerated vesting or payment of the last three annual bonuses received by Executiveany deferred compensation, and any options held by Executive to purchase Company securities shall immediately vestoptions, notwithstanding anything to the contrary in any other agreement between Executive and the Company. Upon termination under this paragraph (f), the Executive shall no longer be bound by the provisions of Section 5 of this Agreement. (ii) In the event that any payment received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether payable pursuant to the terms of this Agreement stock appreciation rights or any other planbenefits payable to Employee under any plan for the benefit of employees, arrangement or agreement with the Company, any person whose actions result would constitute an “excess parachute payment” (as defined in a Change in Control or any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”)), the then such payment pursuant to Section 6(f)(i) or other benefit shall be reduced until no portion to the largest amount that will not result in receipt by Employee of a parachute payment. The determination of the Total Payments are not deductible as a result of Section 280G amount of the Codepayment described in this Section shall be made by Parent’s independent auditors. (ii) Notwithstanding any provision to the contrary in any option agreement, restricted stock agreement, or other agreement relating to equity-type compensation that may be outstanding between Employee and Employer, all restricted stock, restricted stock units, stock options, incentive stock options, performance shares, stock appreciation rights, and any other form of equity compensation granted to Employee by Employer (hereafter sometimes referred to as the payment pursuant to Section 6(f)(i“Rights”) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing held by Employee immediately prior to the Date of Termination, shall immediately become 100% vested and exercisable; provided, however, that to the extent Employer is unable to provide for such acceleration of vesting with respect to any such Rights, Employer shall provide in lieu thereof a lump-sum cash payment equal to the difference between the total value of such unaccelerated Rights as of the date of payment Employee’s termination of employment, and the total value of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion Rights in which Employee is vested as of the Total Payments shall be taken into account which, in the opinion date of tax counsel selected by the Company's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning her Date of Section 280G(b)(2) of the Code, and (C) the Termination. The value of any non-cash benefit or any deferred payment or benefit included such accelerated vesting in the Total Payments shall be determined or benefit included in the Total Payments Employee’s Rights shall be determined by the Company's Board in good faith based on a valuation performed by an independent auditors servicing consultant selected by the Company immediately prior to Board; any such Rights which are not in existence at the time of a Change in Control in accordance with the principles Employee’s termination of Sections 280G(d)(3) and (4) employment shall be valued as of the Codedate of the Date of Termination. (iii) For purposes Employee will be entitled to the services of an outplacement consultant who is selected by Employer and reasonably acceptable to Employee and whose fees are paid by Employer for a period of up to nine (9) months following Employee’s termination of employment. (iv) In the event Employee is required to take steps to enforce provisions of this Section 6(f1.7(b) and Section 1.8 (Employee Benefits after Termination) against Employer or Parent, Employee shall be entitled to recover from Employer for all reasonable costs and expenses (including without limitation, attorneys’ fees) incurred by Employee as a remedy in such action; and such costs and expenses shall be promptly paid to Employee. Employee hereby acknowledges and agrees that the payments by Employer under this Section 1.7(b) shall be the sole and exclusive remedy of Employee for termination of Employee’s employment Without Cause or by reason of a Company Breach within the 24-month period following definitions shall apply:a Change in Control, and Employee hereby waives any and all other remedies under law or in equity.

Termination Following a Change in Control. (i) Subject to Section 6(f)(ii), should If within 12 months after the Executive's employment hereunder be terminated by the Company without Cause (other than for reason of the Executive becoming Disabled) or by Executive for Good Reason within two years effective date of a Change in Control (as defined belowin the Employment Agreement) Employee’s Employment Agreement and employment with (i) the Company, (ii) an affiliate of the Company (as such term is defined in the Exchange Act) or (iii) such entity that the Company has merged or consolidated with or an affiliate (as such term is defined in the Exchange Act) of such entity (such entity or affiliate in (i), (ii) or (iii), the “Continuing Employer”) is terminated by Employee for Good Reason or by the Continuing Employer without Good Cause, then, notwithstanding Sections 3 and 4, 100% of the then-unvested Shares that otherwise could have vested pursuant to Sections 3 and 4 shall automatically vest on the date of such termination of employment, provided, however, that if prior to such termination the outstanding shares of common stock of the Company shall pay and been exchanged or converted into the Executive shall right to receive in other securities, cash an amount equal or property, whether pursuant to 300% a merger, consolidation or sale of (A) Executive's then current Base Salary plus (B) the average all or substantially all of the last three annual bonuses received by Executiveassets of the Company (a “Conversion Event”), and any options held by Executive to purchase Company securities then each Share that could vest pursuant this Section 5.4 shall immediately vestafter such Conversion Event represent the right to receive such other securities, notwithstanding anything cash or property that Employee would have received or been entitled to the contrary in any other agreement between Executive had such Share been outstanding immediately prior to such Conversion Event. Employee and the Company. Upon termination under this paragraph (f), the Executive shall no longer be bound by the provisions of Section 5 of this Agreement. (ii) In the event Company agree that any payment received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether payable pursuant to the terms of this Employee’s Employment Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person (together with the payment pursuant attendant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payment pursuant to Section 6(f)(i) shall be reduced until no portion of the Total Payments are not deductible as a result of Section 280G of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company immediately prior to the time of a Change in Control in accordance which Employee is, in connection with the principles such Change in Control, hired as an employee of Sections 280G(d)(3) and (4) a Continuing Employer shall not be deemed a termination of the Code. (iii) For Employee’s Employment Agreement with a Continuing Employer for purposes of this Section 6(f) 5.4 unless Employee resigns following the following definitions shall apply:Change of Control for Good Reason.

Termination Following a Change in Control. (i) Subject to The following ----------------------------------------- provisions shall apply in lieu of Section 6(f)(ii)8.1 if, should and only if, the termination of Executive's employment hereunder be terminated by the Company without Cause (other than for reason of the Executive becoming Disabled) or by Executive for Good Reason occurs within two years of 12 months following a Change in Control (as defined in Section 8.2(d)): (a) In the event of termination of Executive's employment pursuant to Section 7.1 due to death or disability, or pursuant to Section 7.2, all provisions of Section 8.1(a) apply. (b) In the event of termination of Executive's employment pursuant to Section 7.1 due to voluntary termination by Executive without Good Reason (as defined below), provided that the Executive provide to the Company a full and complete release of all known and unknown claims against the Company and its representatives, the Company shall pay Executive within 15 days after such termination, a lump-sum payment from the Company equal to: (i) one hundred and the Executive shall receive in cash an amount equal forty percent (140%) of his then Base Salary if termination occurs prior to 300% of (A) Executive's first Annual Bonus being determined pursuant to Section 3.2; (ii) his then current Base Salary plus the amount of the Annual Performance Bonus awarded in the immediately preceding year if termination occurs subsequent to the determination of the Annual Performance Bonus for his first full year and prior to the determination for the second full year; or (Biii) for any subsequent termination, his then Base Salary plus the average of the last three annual bonuses received by ExecutiveAnnual Performance Bonus awarded in the prior two years. In addition, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive and the Company. Upon termination under this paragraph (f), the Executive shall no longer be bound by entitled to early vesting under the provisions of Section 5 of this Agreement. (ii) In the event that any payment received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether payable DIP program pursuant to the terms of this Agreement or any other planSection 8.2(c); provided, arrangement or agreement with the Companythat, any person whose actions result in amounts vested thereby shall be subject to a Change in Control or any person affiliated with twenty-five percent (25%) reduction. (c) In the Company or such person (together with the payment event of termination of Executive's employment pursuant to Section 6(f)(i)7.1 due to voluntary termination by Executive with Good Reason, the "Total Payments")) would not be deductible by the Company (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payment pursuant to Section 6(f)(i7.3 or 7.4 provided that Executive provides to the Company a full and complete release of all known and unknown claims against the Company and its representatives, the Company shall provide Executive with the following compensation after such termination: (i) Within 15 days, Executive shall be reduced until no portion entitled to receive a lump-sum payment from the Company equal to two times his then Base Salary plus an amount equal to (x) two times the average of his Annual Bonus, if any, over the Total Payments are not deductible as a result most recent two years or (y) two times his previous Annual Bonus if only one Annual Bonus period has passed or (z) eighty percent of Section 280G of the Code, or the payment his Base Salary if termination occurs prior to Executive's first Annual Bonus being determined pursuant to Section 6(f)(i3.2., and (ii) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior be entitled to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, receive early vesting rights in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments DIP. The early DIP vesting shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company immediately prior to the time of a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. (iii) For purposes of this Section 6(f) the following definitions shall applyvest:

Termination Following a Change in Control. (i) Subject to Section 6(f)(ii), should In the event Executive's ’s employment hereunder be under this Agreement is terminated by the Company without Cause within twelve (other than for reason 12) months following the occurrence of the Executive becoming Disableda Change in Control (as defined in Section 21 herein) or by Executive for Good Reason within two years twelve (12) months following the occurrence of a Change in Control (as defined belowin Section 21 herein), the Company shall pay Executive the following payments and the Executive shall receive in cash an amount benefits: a. a lump sum payment equal to 300% two (2) times the sum of (A) Executive's then current Base Salary plus (Bi) the average annual base salary payable to Executive as of the last three annual bonuses received by date of the Executive, ’s Separation from Service and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive and the Company. Upon termination under this paragraph (f), the Executive shall no longer be bound by the provisions of Section 5 of this Agreement. (ii) In the event that any payment received or target bonus established by the Compensation Committee of the AMSURG Board of Directors for the Executive pursuant to the annual cash bonus plan for the year in which the Separation of Service occurs; b. Executive shall also continue to be received by covered under health and life insurance plans of the Company for two years (2) years, or the Company shall provide the economic equivalent thereof if such continuation is not permissible under the terms of the Company’s insurance plans; and c. If Executive’s employment is terminated following the end of a fiscal year and prior to the payment date for the bonus described in Section 4(a), if any, that Executive would have been entitled to receive with respect to such completed fiscal year, based upon AMSURG’s or the Company’s actual results, as applicable, the Company shall pay to Executive, at the time such bonus is paid to other executives of the Company according to the terms of the applicable bonus program, the amount of such bonus described in connection Section 4(a), if any, that Executive would have been entitled to receive with respect to such completed fiscal year had Executive’s employment not terminated prior to the payment date for such bonus; and a Change pro rata portion of the bonus described in Control or Section 4(a), if any, that Executive would have been entitled to receive for the fiscal year in which the termination of employment occurs, based upon AMSURG’s or the Company’s actual results, as applicable, for the year of termination and the percentage of the fiscal year that shall have elapsed through the date of termination of employment, payable to Executive pursuant to Section 4(a) had Executive’s employment not terminated, which pro-rata bonus shall be paid at the time such bonus is paid to other executives of the Company according to the terms of the applicable bonus program. Benefits due under this Section 9 shall be payable (or commence) within sixty (60) days of the Executive's employment (whether payable ’s Separation from Service, with the date of such payment determined by the Company in its sole discretion in accordance with Section 11 below. Receipt by Executive of any payment or other benefits under this Section 9 shall be subject to Executive’s execution and delivery, pursuant to the terms of this Agreement or any other planSection 11 below, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with to the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (of a General Release in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payment pursuant to Section 6(f)(i) shall be reduced until no portion of the Total Payments are not deductible as a result of Section 280G of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors form and substance reasonably acceptable to the Company and Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company immediately prior to the time of a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. (iii) For purposes of this Section 6(f) the following definitions shall apply:

Termination Following a Change in Control. (i) Subject to Section 6(f)(ii), should the The Executive's employment hereunder may be terminated at will by Cleveland-Cliffs during the Company without Cause (other than for reason Period of Employment; provided, however, the death of the Executive becoming Disabled) or shall not be deemed to be a termination of employment by Executive for Good Reason within two years Cleveland-Cliffs. In the event of such a Change in Control (as defined below), the Company shall pay and termination by Cleveland-Cliffs the Executive shall receive in cash an amount equal to 300% of (A) Executive's then current Base Salary plus (B) the average of the last three annual bonuses received by Executive, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything not be entitled to the contrary in benefits provided by Section 5 hereof only if such termination is for "Cause", which for purposes of this Agreement shall mean that, prior to any other agreement between Executive and the Company. Upon termination under this paragraph (f)pursuant to Section 4(b) hereof, the Executive shall no longer have committed any act that is materially inimical to the best interests of Cleveland-Cliffs and that constitutes common law fraud, a felony, or other gross malfeasance of duty. The Executive shall not be bound deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the provisions affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive committed an act set forth in this Section 4(a)(2) and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination. During the Period of Employment the Executive shall be entitled to the benefits as provided in Section 5 hereof upon the occurrence of this Agreement. (ii) In one or more of the event that any payment received or to be received following events: Any termination by Cleveland-Cliffs of the employment of the Executive in connection with a Change in Control or the termination of the Executive's employment (whether payable pursuant prior to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payment pursuant to Section 6(f)(i) shall be reduced until no portion of the Total Payments are not deductible as a result of Section 280G of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of date upon which the Executive shall have effectively waived attained age 65, which termination shall be for any reason other than for Cause; The Executive's "Disability", which shall be deemed to have occurred six (6) months after the Executive shall have become totally and permanently disabled by bodily or mental injury or disease so as to be prevented thereby from engaging in writing any executive employment or occupation for remuneration or profit, as determined and certified to Cleveland-Cliffs and the Executive by The Cleveland Clinic (or if it is unwilling or unable to act, by one or more physicians designated for such purpose by the Cleveland Academy of Medicine or its successor organization); or Termination by the Executive of his employment with Cleveland-Cliffs upon the occurrence of any of the following events: The failure to elect, reelect or otherwise maintain the Executive in the office or position in Cleveland-Cliffs which the Executive held immediately prior to a Change of Control, or the date removal of, or failure to reelect, the Executive as a Director of payment Cleveland-Cliffs, if the Executive shall have been a Director of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any nonCleveland-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company Cliffs immediately prior to the time Change of Control; A reduction in the Executive's Base Pay received from Cleveland-Cliffs, or a reduction in the Executive's opportunities for Incentive Pay (including, but not limited to, a reduction in target bonus percentage) provided by Cleveland-Cliffs, or a reduction or termination of any benefits described in Section 3 hereof to which the Executive was entitled immediately prior to the Change of Control, any of which is not remedied within 10 calendar days after receipt by Cleveland-Cliffs of written notice from the Executive of such change, reduction or termination, as the case may be; A determination by the Executive made in good faith that as a result of a Change of Control and a change in Control circumstances thereafter significantly affecting his position, including without limitation a change in accordance with the principles of Sections 280G(d)(3) and (4) scope of the Code. business or other activities for which he was responsible immediately prior to the Change of Control, he has been rendered substantially unable to carry out, has been substantially hindered in the performance of, or has suffered a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change of Control, which situation is not remedied within 10 calendar days after written notice to Cleveland-Cliffs from the Executive of such determination; The liquidation, dissolution, merger, consolidation or reorganization of Cleveland-Cliffs or the transfer of all or a significant portion of its business and/or assets, unless the successor or successors (iiiby liquidation, merger, consolidation, reorganization or otherwise) For purposes to which all or a significant portion of its business and/or assets have been transferred (directly or by operation of law) shall have assumed all duties and obligations of Cleveland-Cliffs under this Agreement pursuant to Section 16 hereof; The relocation of Cleveland-Cliffs' principal executive offices, or a requirement that the Executive change his principal location of work to any location which is in excess of 25 miles from the location thereof immediately prior to the Change of Control, or a requirement that the Executive travel away from his office in the course of discharging his responsibilities or duties hereunder significantly more (in terms of either consecutive days or aggregate days in any calendar year) than was required of him prior to the Change of Control without, in any case described above, the prior written consent of the Executive; or Without limiting the generality or effect of the foregoing, any material breach of this Agreement by Cleveland-Cliffs or any successor thereto. A termination by Cleveland-Cliffs pursuant to Section 6(f4(a) hereof or by the following definitions Executive pursuant to Section 4(b) hereof shall apply:not affect any rights which the Executive may have pursuant to any agreement, policy, plan, program or arrangement of Cleveland-Cliffs, which rights shall be governed by the terms thereof, subject, however, to the modifications in Section 6 hereof. If this Agreement or the employment of the Executive is terminated under circumstances in which the Executive is not entitled to any payments under Sections 3 or 5 hereof, the Executive shall have no further obligation or liability to Cleveland-Cliffs hereunder with respect to his prior or any future employment by Cleveland-Cliffs.

Termination Following a Change in Control. (i) Subject If the Employee or Company terminates the employment relationship following a Change In Control pursuant to Section 6(f)(ii4.5: (a) The Company shall pay to the Employee his annual salary in effect at that time in a lump sum amount, calculated at two (2.0) times such annual salary, within ten (10) business days following the Date of Termination plus medical/dental care benefits (as described in Section 5.1c), should the Executive's employment hereunder be terminated by ; (b) All options to purchase shares of capital stock of the Company without Cause previously granted to the Employee pursuant to any stock option plan with the Company which have not vested at such time shall immediately vest and become fully exercisable in accordance with their terms, and shall remain exercisable for a period of 24 months following the Date of Termination; (other than for reason c) For a six (6) month period after the Date of the Executive becoming Disabled) or by Executive for Good Reason within two years of a Change in Control (as defined below)Termination, the Company shall pay reimburse the Employee for reasonable fees and expenses incurred by him for the Executive shall receive purpose of locating employment in cash an amount equal amount, not to 300% of (A) Executive's then current Base Salary plus (B) exceed $25,000, mutually agreed upon by and between the average of the last three annual bonuses received by Executive, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive Employee and the Company. Upon termination under this paragraph (f), including the Executive shall no longer be bound fees and expenses of consultants and other persons retained by him for such purpose, promptly, within ten days, receipt by the provisions Company of Section 5 satisfactory evidence of this Agreementpayment of such fees and expenses. (iid) Section 409A of the Code. In all respects, the event that any payment received or to be received by the Executive in connection with a definition of "Change in Control or the termination of the Executive's employment (whether payable pursuant Control" contained herein shall be interpreted and administered so as to the terms of this Agreement or any other plan, arrangement or agreement comply with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (in whole or in part) as a result of Section 280G 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the payment provisions of United States Treasury ("Treasury") Notice 2005-1, and any successor statute, regulation and guidance thereto. If the definition of Change in Control is inconsistent with any of the foregoing, the definition of Change in Control in Treasury Notice 2005-1 and any successor Change in Control definition thereto shall be incorporated into this Agreement by reference. In the event the Treasury issues additional guidance which requires modification(s) to the definition of Change in Control to comply with the requirements of Section 409A of the Code and the Treasury guidance issued pursuant to the same or Section 6(f)(i) shall be reduced until no portion 409A of the Total Payments Code is modified, the Executive and Company shall amend this Agreement by way of mutual agreement to comply with the same. If at any time the Change in Control benefits or payments pursuant to this Section 3 are not deductible found to be in violation of Section 409A of the Code, Treasury Notice 2005-1, or any successor statute, regulation and guidance thereto, Company shall pay Executive an additional amount to "gross up" any payments made to Executive to make the Executive whole for any additional taxes imposed on the Executive as a result of Section 280G 409A of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit Code or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company immediately prior to the time of a Change in Control in accordance with the principles of Sections 280G(d)(3) successor statute including, without limitation, additional excise, employment, state, federal and (4) of the Codelocal income taxes due on such gross up payment. (iii) For purposes of this Section 6(f) the following definitions shall apply:

Termination Following a Change in Control. (i) Subject to Section 6(f)(ii), should In the event Executive's employment hereunder be under this Agreement is terminated by the Company without Cause within twelve (other than for reason 12) months following the occurrence of the Executive becoming Disableda Change in Control (as defined in Section 21 herein) or by Executive for Good Reason within two years twelve (12) months following the occurrence of a Change in Control (as defined belowin Section 21 herein), the Company shall pay Executive the following payments and the Executive shall receive in cash an amount benefits: a. a lump sum payment equal to 300% two (2) times the sum of (A) Executive's then current Base Salary plus (Bi) the average annual base salary payable to Executive as of the last three annual bonuses received by Executive, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive and the Company. Upon termination under this paragraph (f), the Executive shall no longer be bound by the provisions of Section 5 of this Agreement. (ii) In the event that any payment received or to be received by the Executive in connection with a Change in Control or the termination date of the Executive's Separation from Service and (ii) the target bonus established by the Compensation Committee of the AMSURG Board of Directors for the Executive pursuant to the annual cash bonus plan for the year in which the Separation of Service occurs; b. Executive shall also continue to be covered under health and life insurance plans of the Company for eighteen (18) months, or the Company shall provide the economic equivalent thereof if such continuation is not permissible under the terms of the Company's insurance plans; and c. If Executive's employment is terminated following the end of a fiscal year and prior to the payment date for the bonus described in Section 4(a), if any, that Executive would have been entitled to receive with respect to such completed fiscal year, based upon AMSURG's or the Company's actual results, as applicable, the Company shall pay to Executive, at the time such bonus is paid to other executives of the Company according to the terms of the applicable bonus program, the amount of such bonus described in Section 4(a), if any, that Executive would have been entitled to receive with respect to such completed fiscal year had Executive's employment not terminated prior to the payment date for such bonus; and a pro rata portion of the bonus described in Section 4(a), if any, that Executive would have been entitled to receive for the fiscal year in which the termination of employment occurs, based upon AMSURG's or the Company's actual results, as applicable, for the year of termination and the percentage of the fiscal year that shall have elapsed through the date of termination of employment, payable to Executive pursuant to Section 4(a) had Executive's employment not terminated, which pro-rata bonus shall be paid at the time such bonus is paid to other executives of the Company according to the terms of the applicable bonus program. Benefits due under this Section 9 shall be payable (whether payable or commence) within sixty (60) days of the Executive's Separation from Service, with the date of such payment determined by the Company in its sole discretion in accordance with Section 11 below. Receipt by Executive of any payment or other benefits under this Section 9 shall be subject to Executive's execution and delivery, pursuant to the terms of this Agreement or any other planSection 11 below, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with to the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (of a General Release in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payment pursuant to Section 6(f)(i) shall be reduced until no portion of the Total Payments are not deductible as a result of Section 280G of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors form and substance reasonably acceptable to the Company and Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company immediately prior to the time of a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. (iii) For purposes of this Section 6(f) the following definitions shall apply:

Termination Following a Change in Control. If a “Change in Control,” as defined in Section 8(e)(vi), shall have occurred and within 12 months following such Change in Control the Company or its successor terminates your employment other than for Disability under Section 8(a) or Cause under Section 8(b), or you terminate your employment for “Good Reason,” as defined in Section 8(e)(vii), then the Company or its successor shall be obligated to pay, maintain, provide or reimburse you the items enumerated in (i) Subject through (iv) below, which obligation shall be effective only upon your prior execution and delivery to Section 6(f)(iithe Company or its successor of a release (and the expiration of any period during which you could lawfully revoke or rescind such release) of the Company and its officers, directors, employees, subsidiaries and affiliates, except for claims based on the Company’s failure to pay or provide to you the items enumerated below: (i) You shall be paid the Basic Salary, Salary Termination Benefit, and Pro-Rated Bonus as provided in Sections 8(d)(i), should the Executive's employment hereunder be terminated by the Company without Cause (other than for reason of the Executive becoming Disabledii) or by Executive for Good Reason within two years of a Change in Control and (as defined below), the Company shall pay and the Executive shall receive in cash an amount equal to 300% of (Aiii) Executive's then current Base Salary plus (B) the average of the last three annual bonuses received by Executive, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive and the Company. Upon termination under this paragraph (f), the Executive shall no longer be bound by the provisions of Section 5 of this Agreementabove. (ii) In All outstanding stock options and restricted stock awards issued to you shall become 100% vested, but otherwise such stock options and restricted stock awards shall remain subject to the event that any payment received or applicable stock option agreements, restricted stock award agreements and their governing plans. (iii) If you elect to be received by continue coverage under COBRA following your termination of employment, the Executive in connection with Company shall maintain for your benefit at its cost, until the earlier of six months after termination of your employment following a Change in Control or your commencement of employment with a new employer or a partnership or self-employment in an activity for profit, all life insurance, medical, health and accident, and disability plans or programs, at substantially the same levels at which you shall have participated prior to termination of the Executive's employment (whether payable pursuant to your employment; provided, however, that if your continued participation in any such plan or program is not permitted under the terms of any such plans and programs after termination of employment, then the Company will, at its option, either provide a substantially equivalent benefit from another provider or pay you the cost of obtaining such benefit in your own name (“CoC Fringe Termination Benefit”) (collectively the Earned Basic Salary, the Salary Termination Benefit, the Pro-Rated Bonus, and the CoC Fringe Termination Benefit are referred to as the “CoC Termination Benefits”). (iv) The Company is aware that upon the occurrence of a Change in Control, the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute litigation seeking to have this Agreement declared unenforceable, or may take or attempt to take other action to deny you the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. Accordingly, if following a Change in Control it should appear to you that the Company has failed to comply with any of its obligations under Section 8(e) of this Agreement or in the event that the Company or any other planperson takes any action to declare Section 8(e) of this Agreement void or unenforceable, arrangement or agreement institutes any litigation or other legal action designed to deny, diminish or to recover from you the benefits entitled to be provided to you under Section 8(e), and that you have complied with all your obligations under this Agreement, the Company authorizes you to retain counsel of your choice, at the expense of the Company as provided in this Section 8(e)(iv), to represent you in connection with the initiation or defense of any pre-suit settlement negotiations, litigation or other legal action, whether such action is by or against the Company or any Director, officer, shareholder, or other person affiliated with the Company, in any person whose actions result in a Change in Control jurisdiction. Notwithstanding any existing or any person affiliated with prior attorney-client relationship between the Company or and such person (together with the payment pursuant to Section 6(f)(i)counsel, the "Total Payments")) would not Company consents to you entering into an attorney-client relationship with such counsel, and in that connection the Company and you agree that a confidential relationship shall exist between you and such counsel, except with respect to any fee and expense invoices generated by such counsel. The reasonable fees and expenses of counsel selected by you as hereinabove provided shall be deductible paid or reimbursed to you by the Company (on a regular, periodic basis upon presentation by you of a statement or statements prepared by such counsel in whole or in part) accordance with its customary practices, up to a maximum aggregate amount of $50,000. Any legal expenses incurred by the Company by reason of any dispute between the parties as a result to enforceability of Section 280G 8(e), or any of the Internal Revenue Code terms contained in Section 8(e), notwithstanding the outcome of 1986any such dispute, shall be the sole responsibility of the Company, and the Company shall not take any action to seek reimbursement from you for such expenses. (v) The Company may immediately discontinue the payment or provision of the CoC Termination Benefits if (A) you are in violation of any of your obligations under this Agreement, including those in Sections 5, 6 and/or 7 hereof; and/or (B) the Company learns, within 60 days of your termination of employment, of any facts about your job performance or conduct that would have given the Company Cause, as defined in Section 8(b), to terminate your employment; provided further, that the Company’s obligation to provide the Fringe Termination Benefit shall cease upon the earlier of your becoming employed or self-employed. (vi) A “Change in Control” shall be deemed to have occurred if and when, after the date hereof, (A) any “person” (as that term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Code"“Exchange Act”) on the date hereof, including any “group” as such term is used in Section 13(d)(3) of the Exchange Act on the date hereof, shall acquire (or disclose the previous acquisition of) beneficial ownership (as that term is defined in Section 13(d) of the Exchange Act and the rules thereunder on the date hereof) of shares of the outstanding stock of any class or classes of the Company which (A) results in such person or group possessing more than 50% of the total voting power of the Company’s outstanding voting securities ordinarily having the right to vote for the election of directors of the Company (“a Majority Ownership Change”); or (B) as the result of, or in connection with, any tender or exchange offer, merger or other business combination, or any combination of the foregoing transactions (a “Stock Transaction”), the payment pursuant to Section 6(f)(i) shall be reduced until no portion owners of the Total Payments are not deductible as a result of Section 280G voting shares of the Code, or the payment pursuant Company outstanding immediately prior to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion such Transaction own less than a majority of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment voting shares of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of Company after the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and Transaction; or (C) during any period of two consecutive years during the value term of any non-cash benefit or any deferred payment or benefit included in this Agreement, individuals who at the Total Payments shall be determined or benefit included in beginning of such period constitute the Total Payments shall be determined by the Company's independent auditors servicing Board of Directors of the Company immediately prior to (or who take office following the time approval of a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4) majority of the Codedirectors then in office who were directors at the beginning of the period) cease for any reason to constitute a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors of the Company representing at least one-half of the directors then in office who were directors at the beginning of the period (a “Majority Board Change”); or (D) the sale, exchange, transfer, or other disposition of all or substantially all of the assets of the Company (an “Asset Transaction”) shall have occurred. (iiivii) For purposes of As used in this Section 6(f) Agreement, the following definitions shall applyterm “Good Reason” means, without your written consent:

Termination Following a Change in Control. (ia) Subject to Section 6(f)(ii)In the event of ----------------------------------------- the occurrence of a Change in Control, should the Executive's employment hereunder may be terminated by the Company without Cause (during the Severance Period. If, during the Severance Period, the Executive's employment is terminated by the Company or any Subsidiary other than for reason as a result of the Executive's death, the Executive becoming Disabledwill be entitled to the benefits provided by Section 4 hereof. (a) or by Executive for Good Reason within two years In the event of the occurrence of a Change in Control (as defined below)Control, the Executive may terminate his or her employment with the Company during the Severance Period with the right to severance compensation as provided in Section 4 upon the occurrence of one or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including without limitation other employment): (i) Failure to elect or reelect or otherwise to maintain the Executive in the office of the Company which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Director of the Company (or any successor thereto) if the Executive shall pay have been a Director of the Company immediately prior to the Change in Control; (A) A significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position which the Executive held immediately prior to the Change in Control, (B) a reduction in the aggregate amount of the Executive's Base Pay and Incentive Pay, or (C) the termination or denial of the Executive's rights to Employee Benefits or a reduction in the scope or value thereof, any of which is not remedied by the Company within 10 calendar days after receipt by the Company of written notice from the Executive of such change, reduction or termination, as the case may be; (iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Company by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered Executive's performance of, or has caused Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within 10 calendar days after written notice to the Company from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Company or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Company under this Agreement pursuant to Section 10(a); (v) The Company relocates its principal executive offices, or requires the Executive to have his principal location of work changed, to any location which is in excess of 25 miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from his office in the course of discharging his responsibilities or duties hereunder at least 20% more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of Executive in any of the three full years immediately prior to the Change in Control without, in either case, his prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company or any successor thereto. (b) A termination by the Company pursuant to Section 3(a) or by the Executive pursuant to Section 3(b) will not affect any rights which the Executive may have pursuant to any agreement, policy, plan, program or arrangement of the Company providing Employee Benefits, which rights shall be governed by the terms thereof. The Company and the Executive shall receive are parties to a Severance Agreement, dated as of __________ __, 199_ (as such agreement may be amended from time to time, the "Severance Agreement"). Notwithstanding anything contained in cash an amount equal this Agreement to 300% of (A) the contrary, in the event the Executive's then current Base Salary plus (B) employment with the average of Company is terminated under circumstances in which the last three annual bonuses received by Executive, Executive would otherwise be entitled to receive payments and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive benefits under both this Agreement and the Company. Upon termination under this paragraph (f)Severance Agreement, the Executive shall no longer be bound by have the provisions of Section 5 of right to elect to receive payments and benefits under either this Agreement or the Severance Agreement. , but not both (ii) In the event except that any payment received or to be received by the Executive may in connection with a Change in Control all events receive all payments and benefits to which he or she is entitled under the Severance Agreement during the period between the Termination Date and the Election Date (as such terms are defined below)). Within five business days following the date of the termination of the Executive's employment with the Company under the circumstances described in the preceding sentence (whether payable the "Termination Date"), which shall be the effective date of such termination if the termination is pursuant to Section 3(a) or such other date that may be specified by the terms Executive if the termination is pursuant to Section 3(b), the Company shall provide the Executive, in writing, a reasonably detailed determination of the payments and other benefits under each of this Agreement or any other plan, arrangement or agreement with and the Company, any person whose actions result Severance Agreement. Executive shall make the election provided for in a Change in Control or any person affiliated with this Section 3(c) by providing the Company or such person (together with written notice thereof within 30 days after the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (in whole or in part) as a result of Section 280G Executive's receipt of the Internal Revenue Code of 1986written determination referred to in the preceding sentence; provided, as amended (the "Code")however, the payment pursuant to Section 6(f)(i) shall be reduced until no portion of the Total Payments are that if such election is not deductible as a result of Section 280G of the Codeso made within such 30-day period, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall be irrevocably deemed to have effectively waived in writing prior to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company immediately prior to the time of a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. (iii) For purposes of this Section 6(f) the following definitions shall apply:elected to

Termination Following a Change in Control. (ia) Subject to Section 6(f)(ii), should the Executive's employment hereunder be terminated by the Company without Cause (other than for reason of the Executive becoming Disabled) or by Executive for Good Reason within two years of If a Change in Control (as defined below) shall occur on or prior to the expiration of the Term or the earlier termination of this Agreement pursuant to Section 8(a), then the Term shall be extended by such number of months so that the Term shall end on a date that is the second anniversary of the occurrence of such Change in Control. If a Change in Control shall occur on or prior to the expiration of the Term or the earlier termination of this Agreement pursuant to Section 8(a), then if Executive's options have not fully vested, then upon occurrence of a Change in Control, on or after the Effective Date, all the Executive options, shall fully vest immediately upon such event. In the event that a Change in Control occurs, the provisions of this Agreement shall continue to apply except that (x) termination of Executive's employment by Executive for "Good Reason" (as defined below) shall be treated in the same manner as termination of Executive's employment by the Company without Cause; and (y) if Executive's employment with the Company is terminated without Cause or for Good Reason following (or is otherwise effected in connection with) a Change in Control, the Company shall pay and the Executive shall receive in cash a lump sum within 10 days of such date of termination, an amount equal to 300% the present value (at an effective annual interest rate of (A10 percent) Executive's then current Base Salary plus (B) the average of the last three annual bonuses received by Executive, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive and the Company. Upon termination Salary that would have been payable under this paragraph (f), Agreement for the Executive shall no longer be bound by remainder of the provisions of Section 5 of this AgreementTerm. (iib) In the event that any payment received or to be received by the Executive in connection with As used herein, a "Change in Control or Control" shall be deemed to have occurred if, subsequent to the termination date hereof: (i) any "person" (as such term is defined in Section 13(d) of the Executive's employment (whether payable pursuant to the terms Securities Exchange Act of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 19861934, as amended (the "CodeExchange Act")), other than (i) Apollo Advisors, L.P., Lion Advisors, L.P., FMR Corp., Fidelity Management & Research Company, Fidelity Management Trust Company, any other beneficial owner of more than 10% of the Company's common stock as of January 31, 1998, or (ii) any investment fund managed by, or firm or group affiliated with any of the persons specified in clause (i) above, or any of their respective affiliates, becomes the beneficial owner, directly or indirectly, of either (A) a majority of the Company's outstanding common stock or (B) securities of the Company representing a majority of the combined voting power of the Company's then outstanding voting securities; (ii) a sale is made to any purchaser unaffiliated with the Company or any of the persons specified in clause (i) above of all or substantially all of the assets of the Company; (iii) a merger or consolidation of the Company is made with another corporation or other legal person unaffiliated with the Company or any of the persons specified in clause (i) above and if, immediately after such merger or consolidation, less than 70% of the combined voting power of the then- outstanding securities of such corporation or person are held, directly or indirectly, in the aggregate by the holders immediately prior to such transaction of the then-outstanding securities of the Company entitled to vote generally in the election of the Board; or (iv) if during any two consecutive years individuals who the beginning of such period constituted the Board (the "Incumbent Board"), cease for any reason to constitute at least two-thirds of the payment pursuant to Section 6(f)(i) members of the Board; PROVIDED, HOWEVER, that if the election, or nomination for election by the Company's stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Agreement, be considered as a member of the Incumbent Board; PROVIDED, FURTHER, HOWEVER, that no individual shall be reduced until no portion considered a member of the Total Payments are not deductible Incumbent Board if such individual initially assumed office as a result of Section 280G either an actual or threatened "Election Contest" (as described in Rule 14a-11 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 (a "Proxy Contest") including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest. In no event shall the term "Change in Control" be construed to include any change of control of the CodeCompany or any affiliate of the Company solely as a result of any exchange of equity for debt securities of the Company or any such affiliate upon consummation of a plan of reorganization for the Company in the Bankruptcy Case. (c) As used in this Agreement, "Good Reason" shall mean the occurrence (without Executive's express written consent) after or in connection with any Change in Control, of any of the following acts by the Company, or failures by the payment pursuant Company to Section 6(f)(iact, unless, in the case of any act or failure to act described in clauses (i), (v) or (vi) below, such act or failure to act is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing corrected prior to the effective date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the CompanyExecutive's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company immediately prior to the time of a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. (iii) For purposes of this Section 6(f) the following definitions shall applytermination:

Termination Following a Change in Control. (i) Subject to Section 6(f)(ii), should Upon termination of the ExecutiveEmployee's employment hereunder be terminated by the Company without Cause within thirty-six (other than for reason of the Executive becoming Disabled36) or by Executive for Good Reason within two years of months following a Change in Control of the Company, unless such termination is (as defined below)i) because of the Employee's death or Retirement, or (ii) by the Company for Cause or Disability, the Company shall pay to the Employee the benefits provided below in lieu of those provided in paragraph 10: (a) The Company shall pay the Employee his full salary (whether such salary has been paid by the Company or by any of its subsidiaries) through the Date of Termination at the rate in effect at the time Notice of Termination is given and all other unpaid amounts, if any, to which the Executive Employee is entitled as of the Date of Termination under any plan or other arrangement of the Company, at the time such payments are due; (b) The Company shall receive in cash pay to the Employee an amount equal to 300% of (A) Executive's then current Base Salary plus (B) the average of the last three annual bonuses received by Executive, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive and the Company. Upon termination under this paragraph (f), the Executive shall no longer be bound 2.99 multiplied by the provisions Employee's annualized includable compensation for the base period, within the meaning of Section 5 of this Agreement. (ii280G(d)(1) In the event that any payment received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), provided, however, that if any of such payment is or will be subject to the excise tax imposed by Section 4999 of the Code or any similar tax that may hereafter be imposed ("Excise Tax"), such payment pursuant to Section 6(f)(i) shall be reduced until no portion of to a smaller amount, even to zero, which smaller amount shall be the Total Payments are largest amount payable under this paragraph that would not deductible as a result of Section be subject in whole or in part to the Excise Tax after considering all other payments to the Employee required to be considered under Sections 4999 or 280G of the Code. Such payment shall be referred to as the "Severance Payment." In the event that the Severance Payment is subsequently determined to be less than the amount actually paid hereunder, the Employee shall repay the excess to the Company at the time that the proper amount is finally determined, plus interest on the amount of such repayment at the Applicable Federal Rate. In the event that the Severance Payment is determined to exceed the amount actually paid hereunder, the Company shall pay the Employee such difference plus interest on the amount of such additional payment at the Applicable Federal Rate at the time that the amount of such difference is finally determined. In the event that the amount of the Severance Payment exceeds or is less than the amount initially paid, such difference shall constitute a loan by the Company to the Employee, or by the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior Employee to the date Company, as the case may be, payable on the fifth (5th) day after demand (together with interest at the Applicable Federal Rate). The amount of any payment of provided for in this subparagraph shall not be reduced, offset or subject to recovery by the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by Company or the Company's independent auditors and acceptable Successor by reason of any compensation earned by the Employee as the result of employment by another employer after the Date of Termination, or otherwise. (c) The Company shall also pay to the ExecutiveEmployee all legal fees and related expenses incurred by the Employee in connection with this Agreement, does whether or not constitute a "parachute payment" within the meaning Employee prevails (including, without limitation, all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). (d) The Company shall maintain in full force and effect, for the Employee's continued benefit until the earlier of Section 280G(b)(2(i) the death of the CodeEmployee and his spouse; or (ii) the Employee's commencement of full-time employment with a new employer, all life insurance, medical, health and accident, and (C) disability plans, programs or arrangements in which the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company Employee was entitled to participate immediately prior to the time Date of a Change Termination, provided that the Employee's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Employee's participation in Control in accordance any such plan or program is barred, the Company shall arrange to provide the Employee with benefits substantially similar to those which the principles of Sections 280G(d)(3) Employee is entitled to receive under such plans and (4) of the Codeprograms. (iii) For purposes of this Section 6(f) the following definitions shall apply:

Termination Following a Change in Control. If a Change in Control, as hereinafter defined, occurs during the term of this Agreement and within two (2) years after such Change in Control, Executive's employment shall be terminated for reasons other than Cause as described in Paragraph 9 hereof, or if following such Change in Control, the Executive terminates his employment for Good Reason, then Executive shall receive: (1) a lump sum equal to the greater of (i) Subject to Section 6(f)(ii), should Executive's Base Salary due for the remainder of the term of this Agreement then in effect or (ii) two (2) times Executive's then current Base Salary, (2) any annual bonus owing but not yet paid for any fiscal year ended on or before the Executive's termination of employment hereunder be terminated by the Company without Cause and any prorated annual bonus, based on an annual bonus equal to seventy-five percent (other than for reason 75%) of the Executive becoming Disabled) or by Executive for Good Reason within two years of a Change in Control (as defined below), the Company shall pay and the Executive shall receive in cash an amount equal to 300% of (A) Executive's then current Base Salary plus for the fiscal year in which such termination shall occur; (B3) the average of the last three annual bonuses received by Executive, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive and the Company. Upon termination under this paragraph (f), the Executive shall no longer be bound by the provisions of Section 5 of this Agreement. (ii) In the event that any payment received or benefits to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payment pursuant to Section 6(f)(i) shall be reduced until no portion of the Total Payments are not deductible as a result of Section 280G of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date is entitled upon his termination of payment of the payment pursuant to Section 6(f)(i) shall be taken into accountemployment with Capital, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company immediately prior to the time of a Change in Control in accordance with the principles terms of Sections 280G(d)(3) the plans and programs of UPC, including the vesting of all initial stock, stock grants, and unexercisable options pursuant to the Stock Incentive plan; (4) all benefits set forth in Paragraph 3 (relating to health and dental insurance), 4(a) and 4(b) hereof for a period of two (2) years following such termination date on the same terms and to the same extent as if the Executive were still employed by Capital. Any dispute which may arise pursuant to this Paragraph 11 concerning whether a termination of employment of the Code.Executive by Capital is without Cause or whether a voluntary termination of employment by the Executive is for Good Reason shall be resolved by an arbitrator appointed pursuant to Paragraph 17. A "Change in Control" of UPC shall be deemed to have occurred, without limitation, if: (iiia) For purposes Any person becomes the beneficial owner, directly or indirectly, of this Section 6(f50% or more of the outstanding shares of any class of voting stock issued by UPC; (b) Any appropriate regulatory authority has given a required approval to the following definitions shall apply:acquisition or control of UPC by any person, and such acquisition or control has formally closed or occurred; (c) During any period of twelve (12) consecutive months, individuals who at the beginning of such period constitute UPC's Board of Directors cease, for any reason to constitute at least a majority of the Board, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period; or (d) A plan of reorganization, merger, consolidation, sale of all or substantially all the assets of UPC or similar transaction is consummated in which either (I) UPC is not the resulting entity or (ii) UPC is the resulting entity and, immediately after such transaction, less than 50% of the then outstanding shares of voting stock of UPC is beneficially owned, directly or indirectly, by all or substantially all of the individuals or entities who were the beneficial owners of the outstanding voting stock of UPC immediately prior to such transaction in substantially the same proportions relative to each other.

Termination Following a Change in Control. (i) Subject to Section 6(f)(ii), should the Executive's employment hereunder be terminated by the Company without Cause (other than for reason of the Executive becoming Disabled) or by Executive for Good Reason within two years of If a Change in Control occurs during the term of this Agreement and within two (2) years thereafter the Executive’s employment terminates involuntarily but without Cause or if the Executive voluntarily terminates employment with “Good Reason” (as defined belowin Section 6(e)(iv) of this Agreement), the Company shall pay provide the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be: (i) Those payments and the Executive benefits described in Section 6(d)(i), (ii), (iii), and (iv) of this Agreement, which shall receive in be immediately due and payable; (ii) A cash an amount payment equal to 300% of three (A3) times: (i) the Executive's then current Base Salary plus as of his termination date and (Bii) the three year average of the last cash incentive compensation paid or accrued on Executive’s behalf as of his termination date; (iii) Continued health and medical insurance coverage for a period of three annual bonuses received (3) years following the Executive’s termination of employment substantially equivalent to the coverage maintained by Executivethe Company for the Executive prior to his termination of employment (“Insurance Coverage Period”), except to the extent such coverage may be changed in its application to all Company employees on a nondiscriminatory basis, and any options held by Executive to purchase Company securities shall immediately vestshall, notwithstanding anything for a period of eighteen (18) months from the expiration of the Insurance Coverage Period, provide COBRA continuation coverage, if available, to the contrary Executive. Notwithstanding the foregoing, in any other agreement between the event that the Executive becomes covered by comparable health and the Company. Upon termination medical insurance coverage from another employer, all benefits under this paragraph (f), the Executive e)(iii) shall no longer be bound by the cease. (iv) Notwithstanding any other provisions of Section 5 of this Agreement. (ii) In , in the event that any payment received the aggregate payments or benefits to be received by made or afforded to the Executive in connection with a Change in Control or the termination of the Executive's employment (whether payable pursuant to the terms of under this Agreement or any other planotherwise, arrangement or agreement with the Company, any person whose actions result which are deemed to be parachute payments as defined in a Change in Control or any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended or any successor thereof (the "Code"“Termination Benefits”), the payment pursuant would be deemed to Section 6(f)(i) shall be reduced until no portion of the Total Payments are not deductible as a result of include an “excess parachute payment” under Section 280G of the Code, or then the payment pursuant to Section 6(f)(i) is Termination Benefits shall be reduced to zero. For purposes of this limitation a value which is one dollar (A$1.00) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior less than an amount equal to the date of payment of the payment pursuant to Section 6(f)(ithree (3) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to times the Executive, does not constitute a "parachute payment" within the meaning of ’s “base amount,” as determined in accordance with Section 280G(b)(2) 280G of the Code, and . The allocation of the reduction required hereby among the Termination Benefits shall first be made from any cash severance benefit due under paragraph (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company immediately prior to the time of a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4ii) of the Codethis subsection (e). (iiiv) For purposes of this Agreement, a voluntary termination by the Executive following a Change in Control shall be considered a voluntary termination with Good Reason if the conditions stated in both clauses (A) and (B) of this Section 6(f6(e)(v) are satisfied. A. a voluntary termination by the Executive shall be considered a termination with Good Reason if any of the following definitions occur without the Executive’s written consent, and the term Good Reason shall applymean the occurrence of any of the following events without the Executive’s written consent: a. The assignment to Employee of duties that constitute a material diminution of his authority, duties, or responsibilities (including reporting requirements); b. A material diminution in Employee’s Base Salary; c. Relocation of Employee to a location outside a radius of 30 miles of the Company’s main office; or d. Any other action or inaction by the Company that constitutes a material breach of this Agreement B. the Executive must give notice to the Company of the existence of one or more of the conditions described in clause (A) within sixty (60) days after the initial existence of the condition, and the Company shall have thirty (30) days thereafter to remedy the condition. In addition, the Executive’s voluntary termination because of the existence of one or more of the conditions described in clause (A) must occur within six (6) months after the initial existence of the condition.

Termination Following a Change in Control. (i) Subject to Section 6(f)(ii), should In the Executive's event Officer’s employment hereunder be under this Agreement is terminated by the Company without Cause within twelve (other than for reason of 12) months following the Executive becoming Disabled) or by Executive for Good Reason within two years occurrence of a Change in Control (as defined belowin Section 21 herein) or by Officer for Good Reason within twelve (12) months following the occurrence of a Change in Control (as defined in Section 21 herein), the Company shall pay Officer the following payments and benefits: a. a lump sum payment equal to two (2) times the sum of (i) the annual base salary payable to Officer as of the date of the Officer’s Separation from Service and (ii) the target bonus established by the Compensation Committee of the Board of Directors for the Officer pursuant to the Company’s annual cash bonus plan for the year in which the Separation of Service occurs; b. Officer shall also continue to be covered under health and life insurance plans of the Company for two (2) years, or the Company shall provide the economic equivalent thereof if such continuation is not permissible under the terms of the Company’s insurance plans; and c. If Officer’s employment is terminated following the end of a fiscal year and prior to the payment date for the bonus described in Section 4(a), if any, that Officer would have been entitled to receive with respect to such completed fiscal year, based upon the Company’s actual results, the Company shall pay to Officer, at the time such bonus is paid to other executives of the Company according to the terms of the applicable bonus program adopted by the Company, the amount of such bonus described in Section 4(a), if any, that Officer would have been entitled to receive with respect to such completed fiscal year had Officer’s employment not terminated prior to the payment date for such bonus; and a pro rata portion of the bonus described in Section 4(a), if any, that Officer would have been entitled to receive for the fiscal year in which the termination of employment occurs, based upon the Company’s actual results for the year of termination and the Executive shall receive in cash an amount equal to 300% of (A) Executive's then current Base Salary plus (B) the average percentage of the last three annual bonuses received by Executivefiscal year that shall have elapsed through the date of termination of employment, and any options held by Executive payable to purchase Officer pursuant to Section 4(a) had Officer’s employment not terminated, which pro-rata bonus shall be paid at the time such bonus is paid to other executives of the Company securities shall immediately vest, notwithstanding anything according to the contrary in any other agreement between Executive and terms of the applicable bonus program adopted by the Company. Upon termination Benefits due under this paragraph Section 9 shall be payable (f)or commence) within sixty (60) days of the Officer’s Separation from Service, with the Executive shall no longer be bound date of such payment determined by the provisions Company in its sole discretion in accordance with Section 11 below. Receipt by Officer of Section 5 of this Agreement. (ii) In the event that any payment received or other benefits under this Section 9 shall be subject to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether payable Officer’s execution and delivery, pursuant to the terms of this Agreement or any other planSection 11 below, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with to the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (of a General Release in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payment pursuant to Section 6(f)(i) shall be reduced until no portion of the Total Payments are not deductible as a result of Section 280G of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors form and substance reasonably acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, Company and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company immediately prior to the time of a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4) of the CodeOfficer. (iii) For purposes of this Section 6(f) the following definitions shall apply:

Termination Following a Change in Control. If the Company or any successor or assignee terminates Executive’s employment at any time during the Term following a “Change in Control” (as defined below) of the Company: (i) Subject Executive shall be entitled to Section 6(f)(ii)an amount equal to the Base Salary which would otherwise be payable over the remaining term of this Agreement, should payable in a lump sum within thirty (30) days after the Executive's employment hereunder be terminated by the Company without Cause date of such termination of employment; (other than for reason ii) any outstanding Awards (including substituted shares of the Executive becoming Disabledacquiring or surviving Company in the case of a merger or acquisition) or held by Executive for Good Reason within two years or other benefits under any Company plan or program, which have not vested in accordance with their terms will become fully vested and exercisable at the time of such termination; and (iii) all bonuses and stock options previously earned, or which may be earned by Executive under Section 3.4 of this Agreement in the event of the consummation of a Change in Control within one year immediately following the termination of Executive’s employment. “Change in Control” means an Ownership Change Event or series of related Ownership Change Events (as defined below)collectively, a “Transaction”) in which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, direct or indirect beneficial ownership of fifty percent (50%) or more of the total combined voting power of the outstanding voting securities of the Company, or in the event of an Ownership Change Event, the entity to which the assets of the Company were transferred. An “Ownership Change Event” shall pay and be deemed to have occurred if any of the Executive shall receive in cash an amount equal following occurs with respect to 300% of the Company: (A) Executive's then current Base Salary plus (Bi) the average direct or indirect sale or exchange by the stockholders of the last three annual bonuses received by ExecutiveCompany of all or substantially all of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; (iii) the sale, and any options held by Executive exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to purchase Company securities shall immediately vest, notwithstanding anything to one or more subsidiaries of the contrary in any other agreement between Executive and Company); or (iv) a liquidation or dissolution of the Company. Upon termination Notwithstanding the foregoing, no Change in Control, Ownership Change Event or Transaction shall be deemed to have occurred for any purpose under this paragraph Agreement as a result or on account of: (f)i) a transfer or other disposition, by sale, gift or otherwise, of an interest in the Executive shall no longer be bound Company by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (“▇▇▇▇▇”) to his spouse, children or grandchildren, or the provisions spouses of Section 5 of this Agreement. his children, either directly or indirectly for their benefit, in trust or otherwise; or (ii) In the event that death or incapacity of ▇▇▇▇▇ wherein his interest is transferred to his heirs only. The Executive shall not be entitled to any payment received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether payable pursuant to the terms of under this Agreement upon the occurrence of, or any other plan, arrangement or agreement calculated with the Companyreference to, any person whose actions result in a Change in Control such transfer or any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payment pursuant to Section 6(f)(i) shall be reduced until no portion of the Total Payments are not deductible as a result of Section 280G of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company immediately prior to the time of a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4) of the Codedisposition. (iii) For purposes of this Section 6(f) the following definitions shall apply:

Termination Following a Change in Control. (i) Subject to Section 6(f)(ii), should the Executive's employment hereunder be terminated by the Company without Cause (other than for reason of the Executive becoming Disabled) or by Executive for Good Reason within two years of a Change in Control (as defined below), the Company shall pay and the Executive shall receive in cash an amount equal to 300% of (A) 100% of Executive's then current Base Salary plus (B) the average of the last three annual bonuses received by Executive, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive and the Company. Upon termination under this paragraph (f), the Executive shall no longer be bound by the provisions of Section 5 of this Agreement. (ii) In the event that any payment received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payment pursuant to Section 6(f)(i) shall be reduced until no portion of the Total Payments are not deductible as a result of Section 280G of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company immediately prior to the time of a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. (iii) For purposes of this Section 6(f) the following definitions shall apply:

Termination Following a Change in Control. (i) Subject to Section 6(f)(ii), should the Executive's employment hereunder be terminated by the Company without Cause (other than for reason of the Executive becoming Disabled) or by Executive for Good Reason within two years of If at anytime following a Change in Control the Company shall elect to terminate the Executive’s employment for any reason other than those specified in Subsection 8(a) or 8(e), it shall provide written notice of such termination to the Executive. The Executive may also terminate his employment with the Company following a Change in Control by delivering written notice to the Company within 90 days of the occurrence of such Change in Control. In either case but subject to the execution and delivery by the Executive to the Company of the General Release and Cooperation Agreement described in Section 17 hereof, the Company shall provide to the Executive the following: (as defined belowA) the Accrued Obligation, payable in a lump sum within 60 days following termination of employment; (B) an amount equal to three times his Base Salary, payable in a lump sum within 60 days following termination of employment; (C) an amount equal to his target bonus for the year of termination, determined on a pro rata basis according to the number of days elapsed since the beginning of the plan year, payable in a lump sum within 60 days following termination of employment; (D) if the Executive elects continuation of coverage of medical and dental benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), the Company shall will pay and 100% such premiums for the Executive shall receive in cash an first 18 months of coverage; and (E) payment of premiums necessary for continuation of the Supplemental Disability Policy or, at the election of the Company, a lump sum amount equal to 300% the aggregate premiums to be paid thereon, in either case for a period of (A) Executive's then current Base Salary plus (B) 18 months following the average effective date of the last three annual bonuses received by Executive, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive and the Companytermination. Upon termination under this paragraph (f)Other than payment of such amounts, the Executive Company shall have no longer be bound by the provisions of Section 5 of further obligations under this Agreement. (ii) In the event that any payment received or to be received by the Executive in connection with For purposes of this Agreement, a “Change in Control or the termination Control” shall be deemed to have occurred if: (A) any “person,” as such term is used in Sections 13(d) and 14(d) of the Executive's employment Securities Exchange Act of 1934 (whether payable pursuant to the terms of this Agreement or any “Exchange Act”) (other plan, arrangement or agreement with than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportion as the ownership of stock 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 more than 50% of the combined voting power of the Company’s then outstanding securities; or (B) individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose actions election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the then Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or (C) a merger or consolidation of the Company with any other corporation occurs, other than (x) a merger or consolidation which would result in a Change in Control the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or any person affiliated with by being converted into voting securities of the surviving entity) more than 60% of the combined voting power of the voting securities of the Company or such person surviving entity outstanding immediately after such merger or consolidation or (together with y) a merger or consolidation effected to implement a recapitalization of the payment pursuant to Section 6(f)(i), Company (or similar transaction) in which no “person” (as hereinabove defined) acquires more than 50% of the "Total Payments")combined voting power of the Company’s then outstanding securities; or (D) would not be deductible the consummation of the sale or disposition by the Company (in whole of all or in part) as a result of Section 280G substantially all of the Internal Revenue Code of 1986, as amended (Company’s assets or the "Code"), the payment pursuant to Section 6(f)(i) shall be reduced until no portion shareholders of the Total Payments are not deductible as Company approve a result plan of Section 280G complete liquidation of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company immediately prior to the time of a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. (iii) For purposes of this Section 6(f) the following definitions shall apply:

Termination Following a Change in Control. (i) Subject to Section 6(f)(ii), should Upon termination of the ExecutiveEmployee's employment hereunder be terminated by the Company without Cause within thirty-six (other than for reason of the Executive becoming Disabled36) or by Executive for Good Reason within two years of months following a Change in Control of the Company, unless such termination is (as defined below)i) because of the Employee's death or Retirement, or (ii) by the Company for Cause or Disability, the Company shall pay to the Employee the benefits provided below in lieu of those provided in paragraph 10: (a) The Company shall pay the Employee his full salary (whether such salary has been paid by the Company or by any of its subsidiaries) through the Date of Termination at the rate in effect at the time Notice of Termination is given and all other unpaid amounts, if any, to which the Executive Employee is entitled as of the Date of Termination under any plan or other arrangement of the Company, at the time such payments are due; (b) The Company shall receive in cash pay to the Employee an amount equal to 300% of (A) Executive's then current Base Salary plus (B) the average of the last three annual bonuses received by Executive, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive and the Company. Upon termination under this paragraph (f), the Executive shall no longer be bound 2.99 multiplied by the provisions Employee's annualized includable compensation for the base period, within the meaning of Section 5 of this Agreement. (ii280G(d)(1) In the event that any payment received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), provided, however, that if any of such payment is or will be subject to the excise tax imposed by Section 4999 of the Code or any similar tax that may hereafter be imposed ("Excise Tax"), such payment pursuant to Section 6(f)(i) shall be reduced until no portion of to a smaller amount, even to zero, which smaller amount shall be the Total Payments are largest amount payable under this paragraph that would not deductible as a result of Section be subject in whole or in part to the Excise Tax after considering all other payments to the Employee required to be considered under Sections 4999 or 280G of the Code. Such payment shall be referred to as the "Severance Payment." In the event that the Severance Payment is subsequently determined to be less than the amount actually paid hereunder, the Employee shall repay the excess to the Company at the time that the proper amount is finally determined, plus interest on the amount of such repayment at the Applicable Federal Rate. In the event that the Severance Payment is determined to exceed the amount actually paid hereunder, the Company shall pay the Employee such difference plus interest on the amount of such additional payment at the Applicable Federal Rate at the time that the amount of such difference is finally determined. In the event that the amount of the Severance Payment exceeds or is less than the amount initially paid, such difference shall constitute a loan by the Company to the Employee, or by the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior Employee to the date Company, as the case may be, payable on the fifth (5th) day after demand (together with interest at the Applicable Federal Rate). The amount of any payment of provided for in this subparagraph shall not be reduced, offset or subject to recovery by the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by Company or the Company's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value Successor by reason of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined compensation earned by the Company's independent auditors servicing Employee as the Company immediately prior to result of employment by another employer after the time Date of a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4) of the CodeTermination, or otherwise. (iii) For purposes of this Section 6(f) the following definitions shall apply:

Termination Following a Change in Control. (i) Subject to Section 6(f)(ii), should In the event of a termination of Executive's ’s employment hereunder be terminated by the Company without Cause (other than for reason of the Executive becoming Disabled) Cause or by Executive for Good Reason Reason, in each case within two years of 12 months after a Change in Control Control: (as defined below), the i) The Company shall pay and the Executive shall the same pay, incentive compensation and benefits that she would have been entitled to receive had her employment been terminated by the Company other than for Cause or by her for Good Reason in cash an amount equal to 300% of (Aaccordance with Section 5(d) Executive's then current Base Salary plus (B) the average of the last three annual bonuses received by Executiveabove, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary payable as provided in any other agreement between Executive and the Company. Upon termination under this paragraph (fSection 5(d), ; provided that the Executive shall no longer be bound by the provisions of satisfies all conditions to receiving such payments and benefits as set forth in Section 5 of this Agreement5(d). (ii) In The Executive will be fully vested in all stock options, restricted stock, restricted stock units and all other equity awards then held by Executive. (iii) Payments under this Section 5(f) shall be made without regard to whether the event that any payment received or to be received by the Executive in connection with a Change in Control or the termination deductibility of the Executive's employment such payments (whether payable pursuant to the terms of this Agreement or any other plan, arrangement payments to or agreement with for the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")benefit of Executive) would not be deductible limited or precluded by the Company (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) and without regard to whether such payments (or any other payments) would subject Executive to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the Code; provided, that if the total of all payments to or for the benefit of Executive, after reduction for all federal taxes (including the tax described in Section 4999 of the Code, if applicable) with respect to such payments (“Executives total after-tax payments”), would be increased by the limitation or elimination of any payment pursuant to under this Section 6(f)(i5(f), amounts payable under this Section 5(f) shall be reduced until no portion of the Total Payments are not deductible as a result of Section 280G of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of extent, and only to the payment pursuant extent, necessary to maximize Executive’s total after-tax payments (the “required reduction amount”). The determination as to whether and to what extent payments under this Section 6(f)(i5(f) are required to be reduced in accordance with the preceding sentence shall be taken into account, (B) no portion of made at the Total Payments shall be taken into account which, in the opinion of tax counsel selected Company’s expense by the Company's ’s independent auditors and acceptable accountants (the “Outside Firm”). In the event of any mistaken underpayment or overpayment under this Section 5(f), as determined by the Outside Firm, the amount of such underpayment or overpayment shall forthwith be paid to Executive or refunded to the ExecutiveCompany, does not constitute a "parachute payment" within as the meaning case may be, with interest at 120% of the applicable Federal rate provided for in Section 280G(b)(27872(f)(2) of the Code. Any reduction in payments required by this Section 5(f)(iii) shall be applied as follows: First out of the cash components of the Severance Amount, second out of COBRA premium component of the Severance Amount, and lastly out of the vesting of equity awards. (Civ) Payments and benefits due the value Executive under this Section 5(f) shall constitute the entire obligation of any non-cash benefit or any deferred payment or benefit included the Company to Executive in the Total Payments shall be determined or benefit included in the Total Payments shall be determined event of Executive’s termination of employment by the Company's independent auditors servicing the Company immediately prior to the time of without cause or by Executive for Good Reason, in each within 12 months after a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4) of the CodeControl. (iii) For purposes of this Section 6(f) the following definitions shall apply:

Termination Following a Change in Control. (ia) Subject to Section 6(f)(ii)If, should within two years following a Change in Control, the Executive's employment hereunder be with Lycos (or its successor) is terminated by the Company without Lycos (or its successor) for reasons other than Cause (other than as defined herein) or the Executive terminates his employment with Lycos (or its successor) for reason Good Reason (as defined herein), (i) all outstanding stock options granted by Lycos shall become vested and exercisable for a period of 90 days following the date the Executive ceases to be employed by Lycos (or its successor), or until the date on which the option expires by its terms, whichever occurs first and (ii) in the event it shall be determined that any payment or distribution to or for the benefit of the Executive becoming Disabled) or by Executive for Good Reason within two years of a Change in Control (as defined below), the Company shall pay and the Executive shall receive in cash an amount equal to 300% of (A) Executive's then current Base Salary plus (B) the average of the last three annual bonuses received by Executive, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive and the Company. Upon termination under this paragraph (f), the Executive shall no longer be bound by the provisions of Section 5 of this Agreement. (ii) In the event that any payment received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement Amendment to the Employment Agreement) or otherwise, but determined without regard to any additional payments required under this Section 2(a)(ii) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code or any other planinterest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, arrangement together with any such interest and penalties, are hereinafter 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 agreement penalties imposed with respect to such taxes and Excise Tax) imposed upon the CompanyGross-Up Payment, any person whose actions result in the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment. The Executive's employment shall be deemed to have been terminated following a Change in Control or any person affiliated by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction of a party who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (b) Subject to the provisions of Section 2(c), all determinations required to be made under this Section 2, including whether and when a Gross-Up Payment is required and the amount of such Gross-UP Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Accounting Firm (or such person other certified public accounting firm reasonably acceptable to Lycos as may be designated by the Executive) which shall provide detailed supporting calculations both to Lycos and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by Lycos. All fees and expenses of the Accounting Firm shall be borne solely by Lycos. Any Gross-Up Payment, as determined pursuant to this Section 2, shall be paid by Lycos to the Executive within five days of the later of (together i) the due date for the payment of any Excise Tax, and (ii) the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon Lycos and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by Lycos should have been made ("Underpayment"), consistent with the payment calculations required to be made hereunder. In the event that Lycos exhausts its remedies pursuant to Section 6(f)(i)2(c) and the Executive thereafter is required to make a payment of any Excise Tax, the "Total Payments")Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be paid promptly by Lycos to or for the benefit of the Executive. (c) The Executive shall notify Lycos in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by Lycos of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise Lycos of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not be deductible by pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (in whole or in part) as a result such shorter period ending on the date that any payment of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"taxes with respect to such claim is due), the payment pursuant to Section 6(f)(i) shall be reduced until no portion of the Total Payments are not deductible as a result of Section 280G of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which If Lycos notifies the Executive shall have effectively waived in writing prior to the date expiration of such period that it desires to contest such claim, the Executive shall: (i) give Lycos any information reasonably requested by Lycos relating to such claim; (ii) take such action in connection with contesting such claim as Lycos shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney selected by ▇▇▇▇▇; (iii) cooperate with Lycos in good faith in order to effectively contest such claim, and (iv) permit Lycos to participate in any proceedings relating to such claim; provided, however, that Lycos shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for an Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the payment pursuant foregoing provisions of this Section 2(c), Lycos shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim in any permissible manner, and the Executive agrees to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account whichprosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Lycos shall determine; provided, however, that if Lycos directs the opinion Executive to pay such claim and sue for refund, Lycos shall advance the amount of tax counsel selected by the Company's independent auditors and acceptable such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, Lycos' control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 2(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to Lycos' complying with the requirements of Section 2(c)) promptly pay to Lycos the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 2(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and Lycos does not constitute a "parachute payment" within notify the meaning Executive in writing of Section 280G(b)(2) its intent to contest such denial of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company immediately refund prior to the time expiration of a Change in Control in accordance with 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the principles amount of Sections 280G(d)(3) and (4) such advance shall offset, to the extent thereof, the amount of the CodeGross-Up Payment required to be paid. (iii) For purposes of this Section 6(f) the following definitions shall apply:

Termination Following a Change in Control. (ia) Subject to Section 6(f)(ii)If, should within two years following a Change in Control, the Executive's employment hereunder be with Lycos (or its successor) is terminated by the Company without Lycos (or its successor) for reasons other than Cause (other than as defined herein) or the Executive terminates his employment with Lycos (or its successor) for reason Good Reason (as defined herein), (i) all outstanding stock options granted by Lycos shall become vested and exercisable for a period of 90 days following the date the Executive ceases to be employed by Lycos (or its successor), or until the date on which the option expires by its terms, whichever occurs first and (ii) in the event it shall be determined that any payment or distribution to or for the benefit of the Executive becoming Disabled) or by Executive for Good Reason within two years of a Change in Control (as defined below), the Company shall pay and the Executive shall receive in cash an amount equal to 300% of (A) Executive's then current Base Salary plus (B) the average of the last three annual bonuses received by Executive, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive and the Company. Upon termination under this paragraph (f), the Executive shall no longer be bound by the provisions of Section 5 of this Agreement. (ii) In the event that any payment received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement Amendment to the Employment Agreement) or otherwise, but determined without regard to any additional payments required under this Section 2(a) (ii) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code or any other planinterest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, arrangement together with any such interest and penalties, are hereinafter 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 agreement penalties imposed with respect to such taxes and Excise Tax) imposed upon the CompanyGross-Up Payment, any person whose actions result in the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment. The Executive's employment shall be deemed to have been terminated following a Change in Control or any person affiliated by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction of Party who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (b) Subject to the provisions of Section 2(c), all determinations required to be made under this Section 2, including whether and when a Gross-Up Payment is required and the amount of such Gross-UP Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Accounting Firm (or such person other certified public accounting firm reasonably acceptable to Lycos as may be designated by the Executive) which shall provide detailed supporting calculations both to Lycos and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by Lycos. All fees and expenses of the Accounting Firm shall be borne solely by Lycos. Any Gross-Up Payment, as determined pursuant to this Section 2, shall be paid by Lycos to the Executive within five days of the later of (together i) the due date for the payment of any Excise Tax, and (ii) the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon Lycos and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by Lycos should have been made ("Underpayment"), consistent with the payment calculations required to be made hereunder. In the event that Lycos exhausts its remedies pursuant to Section 6(f)(i)2(c) and the Executive thereafter is required to make a payment of any Excise Tax, the "Total Payments")Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be paid promptly by Lycos to or for the benefit of the Executive. (c) The Executive shall notify Lycos in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by Lycos of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise Lycos of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not be deductible by pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (in whole or in part) as a result such shorter period ending on the date that any payment of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"taxes with respect to such claim is due), the payment pursuant to Section 6(f)(i) shall be reduced until no portion of the Total Payments are not deductible as a result of Section 280G of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which If Lycos notifies the Executive shall have effectively waived in writing prior to the date expiration of such period that it desires to contest such claim, the Executive shall: (i) give Lycos any information reasonably requested by Lycos relating to such claim; (ii) take such action in connection with contesting such claim as Lycos shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney selected by ▇▇▇▇▇; (iii) cooperate with Lycos in good faith in order to effectively contest such claim, and (iv) permit Lycos to participate in any proceedings relating to such claim; provided, however, that Lycos shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for an Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the payment pursuant foregoing provisions of this Section 2(c), Lycos shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim in any permissible manner, and the Executive agrees to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account whichprosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as Lycos shall determine; provided, however, that if Lycos directs the opinion Executive to pay such claim and sue for refund, Lycos shall advance the amount of tax counsel selected by the Company's independent auditors and acceptable such payment to the Executive, on an interest-free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, Lycos' control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 2(c), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to Lycos' complying with the requirements of Section 2(c)) promptly pay to Lycos the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 2(c), a determination is made that the Executive shall not be entitled to any refund with respect to such claim and Lycos does not constitute a "parachute payment" within notify the meaning Executive in writing of Section 280G(b)(2) its intent to contest such denial of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company immediately refund prior to the time expiration of a Change in Control in accordance with 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the principles amount of Sections 280G(d)(3) and (4) such advance shall offset, to the extent thereof, the amount of the CodeGross-Up Payment required to be paid. (iii) For purposes of this Section 6(f) the following definitions shall apply:

Termination Following a Change in Control. The Company shall pay the Severance Benefit to Executive if, during the Severance Period, (i) Subject to Section 6(f)(ii), should Executive’s employment with the Executive's employment hereunder be Company is terminated by the Company without Cause (other than for reason Cause; (ii) Executive becomes permanently disabled; or (iii) Executive terminates his employment with the Company (which he shall be entitled to do) due to the: (a) failure to elect or reelect or otherwise maintain Executive in the office or the position, or a substantially equivalent office or position, of or with the Company which Executive becoming Disabled) or by Executive for Good Reason within two years of held immediately prior to a Change in Control (as defined below)Control, the Company shall pay and the Executive shall receive in cash an amount equal to 300% of (A) Executive's then current Base Salary plus (B) the average of the last three annual bonuses received by Executive, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive and the Company. Upon termination under this paragraph (f), the Executive shall no longer be bound by the provisions of Section 5 of this Agreement. (ii) In the event that any payment received or to be received by the Executive in connection with a Change in Control or the termination removal of the Executive's employment (whether payable pursuant to the terms Executive as a Trust Manager of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payment pursuant to Section 6(f)(i) shall be reduced until no portion of the Total Payments are not deductible as a result of Section 280G of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing successor thereto) if Executive had been a Trust Manager of the Company immediately prior to the time Change in Control; (b) significant change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company which Executive held immediately prior to the Change in Control, a reduction in the aggregate of Executive’s base pay received from the Company, or the termination or denial of Executive’s rights to Employee Benefits or a reduction in the scope or value thereof, except for any such termination or denial, or reduction in the scope of value, of any Employee Benefits applicable generally to all recipients of or participants in such Employee Benefits; (c) the liquidation, dissolution, merger, consolidation or reorganization of the Company or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of the Company’s business and/or assets have been transferred (directly or by operation of law) assumes all duties and obligations of the Company under this Agreement; (d) the Company relocates its principal executive offices, or requires Executive to have Executive’s principal location of work changed, to any location which is in excess of 35 miles from the location thereof immediately prior to the Change in Control, or requires Executive to travel away from Executive’s office in the course of discharging Executive’s responsibilities or duties hereunder at least 20% more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of Executive in any of the three full years immediately prior to the Change in Control without, in either case, Executive’s prior written consent; and/or (e) without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company or any successor thereto. Any Severance Benefit due under this Section 2 shall be due and payable within five business days after the occurrence of the event giving rise to the Company’s obligation to pay the Severance Benefit. Notwithstanding the foregoing, in the event of the occurrence of a Change in Control Control, Executive’s employment may be terminated by the Company during the Severance Period without Executive becoming entitled to the Severance Benefit and the other benefits described in accordance with Section 3 below only upon the principles occurrence of Sections 280G(d)(3(i) and Executive’s death or (4ii) of the Codehis termination for Cause. (iii) For purposes of this Section 6(f) the following definitions shall apply:

Termination Following a Change in Control. The Company shall pay the Severance Benefit to Executive if, during the Severance Period, (i) Subject to Section 6(f)(ii), should Executive’s employment with the Executive's employment hereunder be Company is terminated by the Company without Cause (other than for reason Cause; (ii) Executive becomes permanently disabled; or (iii) Executive terminates her employment with the Company (which she shall be entitled to do) due to the: (a) failure to elect or reelect or otherwise maintain Executive in the office or the position, or a substantially equivalent office or position, of or with the Company which Executive becoming Disabled) or by Executive for Good Reason within two years of held immediately prior to a Change in Control (as defined below)Control, the Company shall pay and the Executive shall receive in cash an amount equal to 300% of (A) Executive's then current Base Salary plus (B) the average of the last three annual bonuses received by Executive, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive and the Company. Upon termination under this paragraph (f), the Executive shall no longer be bound by the provisions of Section 5 of this Agreement. (ii) In the event that any payment received or to be received by the Executive in connection with a Change in Control or the termination removal of the Executive's employment (whether payable pursuant to the terms Executive as a Trust Manager of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payment pursuant to Section 6(f)(i) shall be reduced until no portion of the Total Payments are not deductible as a result of Section 280G of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing successor thereto) if Executive had been a Trust Manager of the Company immediately prior to the time Change in Control; (b) significant change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company which Executive held immediately prior to the Change in Control, a reduction in the aggregate of Executive’s base pay received from the Company, or the termination or denial of Executive’s rights to Employee Benefits or a reduction in the scope or value thereof, except for any such termination or denial, or reduction in the scope of value, of any Employee Benefits applicable generally to all recipients of or participants in such Employee Benefits; (c) the liquidation, dissolution, merger, consolidation or reorganization of the Company or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of the Company’s business and/or assets have been transferred (directly or by operation of law) assumes all duties and obligations of the Company under this Agreement; (d) the Company relocates its principal executive offices, or requires Executive to have Executive’s principal location of work changed, to any location which is in excess of 35 miles from the location thereof immediately prior to the Change in Control, or requires Executive to travel away from Executive’s office in the course of discharging Executive’s responsibilities or duties hereunder at least 20% more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of Executive in any of the three full years immediately prior to the Change in Control without, in either case, Executive’s prior written consent; and/or (e) without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company or any successor thereto. Any Severance Benefit due under this Section 2 shall be due and payable within five business days after the occurrence of the event giving rise to the Company’s obligation to pay the Severance Benefit. Notwithstanding the foregoing, in the event of the occurrence of a Change in Control Control, Executive’s employment may be terminated by the Company during the Severance Period without Executive becoming entitled to the Severance Benefit and the other benefits described in accordance with Section 3 below only upon the principles occurrence of Sections 280G(d)(3(i) and Executive’s death or (4ii) of the Codeher termination for Cause. (iii) For purposes of this Section 6(f) the following definitions shall apply:

Termination Following a Change in Control. (ia) Subject to Section 6(f)(ii)In the event of the ----------------------------------------- occurrence of a Change in Control, should the Executive's employment hereunder may be terminated by the Company without Cause (during the Severance Period. If, during the Severance Period, the Executive's employment is terminated by the Company or any Subsidiary other than for reason as a result of the Executive's death, the Executive becoming Disabledwill be entitled to the benefits provided by Section 4 hereof. (a) or by Executive for Good Reason within two years In the event of the occurrence of a Change in Control (as defined below)Control, the Executive may terminate his or her employment with the Company during the Severance Period with the right to severance compensation as provided in Section 4 upon the occurrence of one or more of the following events (regardless of whether any other reason for such termination exists or has occurred, including without limitation other employment): (i) Failure to elect or reelect or otherwise to maintain the Executive in the office of the Company which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Director of the Company (or any successor thereto) if the Executive shall pay have been a Director of the Company immediately prior to the Change in Control; (A) A significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position which the Executive held immediately prior to the Change in Control, (B) a reduction in the aggregate amount of the Executive's Base Pay and Incentive Pay, or (C) the termination or denial of the Executive's rights to Employee Benefits or a reduction in the scope or value thereof, any of which is not remedied by the Company within 10 calendar days after receipt by the Company of written notice from the Executive of such change, reduction or termination, as the case may be; (iii) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Company by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered Executive's performance of, or has caused Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within 10 calendar days after written notice to the Company from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Company or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of its business and/or assets have been transferred (directly or by operation of law) assumed all duties and obligations of the Company under this Agreement pursuant to Section 10(a); (v) The Company relocates its principal executive offices, or requires the Executive to have his principal location of work changed, to any location which is in excess of 25 miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from his office in the course of discharging his responsibilities or duties hereunder at least 20% more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of Executive in any of the three full years immediately prior to the Change in Control without, in either case, his prior written consent; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Agreement by the Company or any successor thereto. (b) A termination by the Company pursuant to Section 3(a) or by the Executive pursuant to Section 3(b) will not affect any rights which the Executive may have pursuant to any agreement, policy, plan, program or arrangement of the Company providing Employee Benefits, which rights shall be governed by the terms thereof. The Company and the Executive shall receive are parties to a Severance Agreement, dated as of __________ __, 199_ (as such agreement may be amended from time to time, the "Severance Agreement"). Notwithstanding anything contained in cash an amount equal this Agreement to 300% of (A) the contrary, in the event the Executive's then current Base Salary plus (B) employment with the average of Company is terminated under circumstances in which the last three annual bonuses received by Executive, Executive would otherwise be entitled to receive payments and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive benefits under both this Agreement and the Company. Upon termination under this paragraph (f)Severance Agreement, the Executive shall no longer be bound by have the provisions of Section 5 of right to elect to receive payments and benefits under either this Agreement or the Severance Agreement. , but not both (ii) In the event except that any payment received or to be received by the Executive may in connection with a Change in Control all events receive all payments and benefits to which he or she is entitled under the Severance Agreement during the period between the Termination Date and the Election Date (as such terms are defined below)). Within five business days following the date of the termination of the Executive's employment with the Company under the circumstances described in the preceding sentence (whether payable the "Termination Date"), which shall be the effective date of such termination if the termination is pursuant to Section 3(a) or such other date that may be specified by the terms Executive if the termination is pursuant to Section 3(b), the Company shall provide the Executive, in writing, a reasonably detailed determination of the payments and other benefits under each of this Agreement or any other plan, arrangement or agreement with and the Company, any person whose actions result Severance Agreement. Executive shall make the election provided for in a Change in Control or any person affiliated with this Section 3(c) by providing the Company or such person (together with written notice thereof within 30 days after the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (in whole or in part) as a result of Section 280G Executive's receipt of the Internal Revenue Code of 1986written determination referred to in the preceding sentence; provided, as amended (the "Code")however, the payment pursuant to Section 6(f)(i) shall be reduced until no portion of the Total Payments are that if such election is not deductible as a result of Section 280G of the Codeso made within such 30-day period, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall be irrevocably deemed to have effectively waived in writing prior elected to receive payments and benefits under this Agreement (the date of payment of on which such election is so made or deemed to have been made being the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company immediately prior to the time of a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4) of the CodeElection Date"). (iii) For purposes of this Section 6(f) the following definitions shall apply:

Termination Following a Change in Control. (i) Subject to Section 6(f)(ii), should the Executive's employment hereunder be terminated by the Company without Cause (other than for reason of the Executive becoming Disabled) or by Executive for Good Reason within two years of If at anytime following a Change in Control the Company shall elect to terminate Executive's employment for any reason other than those specified in Sections 7(b) or 7(c), it shall provide written notice of such termination to the Executive. The Executive may also terminate his employment with the Company following a Change in Control by delivering written notice to the Company within sixty (as defined below60) days following the occurrence of such Change in Control. In either case, but subject to the execution and delivery by Executive and the Company of a mutual and general release of claims, the Company shall provide to Executive the following: (A) the Accrued Obligations, payable in a lump sum within 60 (sixty) days following termination of employment; (B) an amount equal to three times his Base Salary, payable in a lump sum within 60 days following termination of employment; (C) if the Executive elects continuation of coverage of medical and dental benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), the Company shall will pay and 100% such premiums for the Executive shall receive in cash an first 18 months of coverage; and (D) payment of premiums necessary for continuation of any Supplemental Disability Policy or, at the election of the Company, a lump sum amount equal to 300% the aggregate premiums to be paid thereon, in either case for a period of (A) Executive's then current Base Salary plus (B) 18 months following the average effective date of the last three annual bonuses received by Executive, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive and the Companytermination. Upon termination under this paragraph (f)Other than payment of such amounts, the Executive Company shall have no longer be bound by the provisions of Section 5 of further obligations under this Agreement. (ii) In the event that any payment received or to be received by the Executive in connection with For purposes of this Agreement, a "Change in Control or the termination Control" shall be deemed to have occurred if: (A) any "person," as such term is used in Sections B(d) and 14(d) of the Executive's employment Securities Exchange Act of 1934 (whether payable pursuant to the terms of this Agreement or any "Exchange Act") (other plan, arrangement or agreement with than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportion as the ownership of stock 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 more than 50% of the combined voting power of the Company's then outstanding securities; or (B) individuals who, as of the Effective Date, constituting then presiding Board of Directors (the "Incumbent Board"), cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose actions election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the then Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company, as such terms are used in Rule 14a-l1 of Regulation 14A under the Exchange Act) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or (C) a merger or consolidation of the Company with any other corporation occurs, other than (I) a merger or consolidation which would result in a Change in Control the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or any person affiliated with by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such person surviving entity outstanding immediately after such merger or consolidation or (together with II) a merger or consolidation effected to implement a recapitalization of the payment pursuant to Section 6(f)(i), Company (or similar transaction) in which no "person" (as hereinabove defined) acquires more than 50% of the "Total Payments")combined voting power of the Company's then outstanding securities; or (D) would not be deductible the consummation of the sale or disposition by the Company (in whole of all or in part) as a result substantially all of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payment pursuant to Section 6(f)(i) shall be reduced until no portion of the Total Payments are not deductible as a result of Section 280G of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to assets or the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) shareholders of the Code, and (C) the value Company approve a plan of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by complete liquidation of the Company's independent auditors servicing the Company immediately prior to the time of a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. (iii) For purposes of this Section 6(f) the following definitions shall apply:

Termination Following a Change in Control. (i) Subject If the Employee terminates his employment at his election following a Change In Control pursuant to Section 6(f)(ii), should 4.5: (a) The Company shall pay to the Executive's employment hereunder be terminated by Employee severance and medical dental care benefits (as described in Section 5.1c) for a nine (9) month period following the Date of Termination; (b) All options to purchase shares of capital stock of the Company without Cause previously granted to the Employee pursuant to any stock option plan with the Company which have not vested at such time shall immediately vest and become fully exercisable in accordance with their terms, and shall remain exercisable for a period of ninety (other than for reason 90) days following the Date of Termination; (c) For a six (6) month period after the Executive becoming Disabled) or by Executive for Good Reason within two years Date of a Change in Control (as defined below)Termination, the Company shall pay reimburse the Employee for reasonable fees and expenses incurred by him for the Executive shall receive purpose of locating employment in cash an amount equal amount, not to 300% of (A) Executive's then current Base Salary plus (B) exceed $25,000, mutually agreed upon by and between the average of the last three annual bonuses received by Executive, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive Employee and the Company. Upon termination under this paragraph (f), including the Executive shall no longer be bound fees and expenses of consultants and other persons retained by him for such purpose, promptly upon receipt by the provisions Company of Section 5 satisfactory evidence of this Agreementpayment of such fees and expenses. (iid) Section 409A of the Code. In all respects, the event that any payment received or to be received by the Executive in connection with a definition of "Change in Control or the termination of the Executive's employment (whether payable pursuant Control" contained herein shall be interpreted and administered so as to the terms of this Agreement or any other plan, arrangement or agreement comply with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (in whole or in part) as a result of Section 280G 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the payment provisions of United States Treasury ("Treasury") Notice 2005-1, and any successor statute, regulation and guidance thereto. If the definition of Change in Control is inconsistent with any of the foregoing, the definition of Change in Control in Treasury Notice 2005-1 and any successor Change in Control definition thereto shall be incorporated into this Agreement by reference. In the event the Treasury issues additional guidance which requires modification(s) to the definition of Change in Control to comply with the requirements of Section 409A of the Code and the Treasury guidance issued pursuant to the same or Section 6(f)(i) shall be reduced until no portion 409A of the Total Payments Code is modified, the Executive and Company shall amend this Agreement by way of mutual agreement to comply with the same. If at any time the Change in Control benefits or payments pursuant to this Section 3 are not deductible found to be in violation of Section 409A of the Code, Treasury Notice 2005-1, or any successor statute, regulation and guidance thereto, Company shall pay Executive an additional amount to "gross up" any payments made to Executive to make the Executive whole for any additional taxes imposed on the Executive as a result of Section 280G 409A of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit Code or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company immediately prior to the time of a Change in Control in accordance with the principles of Sections 280G(d)(3) successor statute including, without limitation, additional excise, employment, state, federal and (4) of the Codelocal income taxes due on such gross up payment. (iii) For purposes of this Section 6(f) the following definitions shall apply:

Termination Following a Change in Control. (ia) Subject to Section 6(f)(ii), should Upon termination of the ExecutiveEmployee's employment hereunder be terminated by the Company without Cause (other than for reason of the Executive becoming Disabled) or by Executive for Good Reason within two years of following a Change in Control (as defined below)and prior to the expiration of this Agreement specified in Section 3(b) above, unless such termination is because of the Employee's death, retirement, or extended absence because of disability pursuant to Employer's personnel policies, by the Employer for Cause, or by the Employee for other than Good Reason, the Company Employer shall pay, or cause to be paid to the Employee the following benefits: (i) The Employer shall pay and the Executive shall receive Employee his full salary through the Termination Date at the rate then in cash an amount equal effect -and all other unpaid amounts, if any, to 300% of (A) Executive's which the Employee is then current Base Salary plus (B) the average entitled under any employment benefit plan or arrangement of the last three annual bonuses received by Executive, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive and the Company. Upon termination under this paragraph (f), the Executive shall no longer be bound by the provisions of Section 5 of this Agreement.Employer; (ii) In As severance pay and in lieu of any further salary for periods subsequent to the event that any payment received Termination Date, the Employer shall pay, or cause to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether payable pursuant paid, to the terms of this Agreement or any other planEmployee an amount in cash equal to 2.99 times the Employee's annualized includable compensation for the base period, arrangement or agreement with within the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (in whole or in part) as a result meaning of Section 280G 280G(d)(1) of the Internal Revenue Code of 1986, as amended amended, or any successor provision; (iii) The Employer shall provide, for the "Code"), the payment pursuant to Section 6(f)(i) shall be reduced until no portion continued benefit of the Total Payments are not deductible as Employee for a result period terminating on the earliest of Section 280G of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of three (3) years after the Total Payments the receipt Termination Date or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion the commencement date of the Total Payments shall be taken into account whichequivalent benefits from a new employer, in the opinion of tax counsel selected all medical benefits utilized by the Company's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company Employee immediately prior to the time of a Change Termination Date. The Employee shall not be required to pay any premiums or other charges in Control an amount greater than that which he would have paid in accordance with the principles of Sections 280G(d)(3) and (4) of the Codeorder to be entitled to such benefits had his employment not been terminated. (iiib) For purposes Except as specifically provided by subparagraph 7(a)(iii) above, the amount of any payment provided for in this Section 6(f) 7 shall not be reduced, offset or subject to recovery by the following definitions shall apply:Employer by reason of any compensation earned by the Employee as the result of employment by another employer after the Termination Date, or otherwise.

Termination Following a Change in Control. Notwithstanding the provisions of Section 1.5 (Termination by Employer) or Section 1.6 (Termination by Employee) hereof, during the twelve (12) month period after a Change in Control, Employee may terminate his employment hereunder for a Change in Control. In such event and in lieu of any payments that Employee would be otherwise entitled to receive pursuant to this Agreement, Employer shall pay to Employee as severance pay and as liquidated damages (because actual damages are difficult to ascertain), in a lump sum, in cash, within thirty (30) days after termination, an amount which is equal to (i) Subject to Section 6(f)(ii), should five hundred thousand dollars ($500,000) plus (ii) three (3) times the Executive's employment hereunder be terminated by the Company without Cause (other than for reason of the Executive becoming Disabled) or by Executive for Good Reason within two years of a Change in Control (as defined below), the Company shall pay and the Executive shall receive in cash an amount equal to 300% sum of (A) Executive's then current Employee’s Base Salary plus as of the Date of Termination (or such greater amount of Base Salary that was paid to Employee prior to any material salary reduction that serves as the basis for termination by Employee upon Company Breach) and (B) the greater of (x) the amount of the annual incentive payment that Employee received (or will receive) pursuant to Section 1.4(b) (Annual Incentive Payment) for the fiscal year of Parent immediately preceding the fiscal year of the Date of Termination or (y) the average of the last three annual bonuses received by Executive, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive and the Company. Upon termination under this paragraph incentive payments made (f), the Executive shall no longer be bound by the provisions of Section 5 of this Agreement. (ii) In the event that any payment received or to be received by the Executive in connection with a Change in Control or the termination made) to Employee for each of the Executive's employment (whether payable pursuant last three fiscal years of Parent immediately preceding the fiscal year that includes the Date of Termination; provided, however, that if such payment, either alone or together with other payments or benefits, either cash or non-cash, that Employee has the right to the terms receive from Employer, including, but not limited to, accelerated vesting or payment of this Agreement any deferred compensation, options, stock appreciation rights or any other planbenefits payable to Employee under any plan for the benefit of employees, arrangement or agreement with the Company, any person whose actions result would constitute an “excess parachute payment” (as defined in a Change in Control or any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), then such payment or other benefit shall be reduced to the largest amount that will not result in receipt by Employee of a parachute payment; and providedfurther, that no such reduction shall be made if the amount of payment specified in clause (ii) of this Section 1.7(b) would not independently constitute an “excess parachute payment.” The determination of the amount of the payment pursuant described in this Section shall be made by Parent’s independent auditors. In addition, Employee will be entitled to (X) the services of an outplacement consultant who is selected by Employer and reasonably acceptable to Employee and whose fees are paid by Employer and (Y) reimbursement from Employer for all reasonable costs and expenses (including without limitation, attorneys’ fees) incurred by Employee in enforcing the provisions of this Section 6(f)(i1.7(b) or Section 1.8 (Employee Benefits after Termination) against Employer or Parent. Employee hereby acknowledges and agrees that the payments by Employer under this Section 1.7(b) shall be reduced until no portion the sole and exclusive remedy of the Total Payments are not deductible as Employee for a result termination of Section 280G of the Code, or the payment Employee’s employment pursuant to this Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code1.7(b), and (C) the value of Employee hereby waives any non-cash benefit and all other remedies under law or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company immediately prior to the time of a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4) of the Codeequity. (iii) For purposes of this Section 6(f) the following definitions shall apply:

Termination Following a Change in Control. (ia) Subject to Section 6(f)(ii)In the event of a Change in Control, should if the ExecutiveEmployee's employment hereunder be is terminated by the Company without Cause or a Subsidiary during the Severance Period, the Employee shall be entitled to the benefits provided by Section 3 unless such termination is the result of the occurrence of one or more of the following events: (i) The Employee's death; (ii) If the Employee becomes permanently disabled within the meaning of, and begins actually to receive disability benefits under, the long-term disability plan applicable to the Employee immediately prior to the Change in Control; (iii) Cause; or (iv) the sale or other transfer of all or substantially all of the assets of the AmerCable division of the Company ("AmerCable"); provided that the corporation or other legal entity that acquires the assets of AmerCable expressly assumes the obligations of the Company under this Agreement. If, during the Severance Period, the Employee's employment is terminated by the Company or any Subsidiary other than for reason of pursuant to Section 2(a), the Executive becoming DisabledEmployee will be entitled to the benefits provided by Section 3. (b) or by Executive for Good Reason within two years In the event of a Change in Control (as defined below)Control, the Employee may terminate employment with the Company shall pay and any Subsidiary during the Executive shall receive Severance Period with the right to severance compensation as provided in cash an amount equal Section 3 upon the occurrence of one or more of the following events (regardless of whether any other reason, other than Cause, for such termination has occurred, including other employment): (i) the failure to 300% of elect, reelect or otherwise maintain the Employee in the office or position with the Company and/or a Subsidiary that the Employee held immediately prior to a Change in Control; (A) Executivea reduction in the Employee's then current Base Salary plus Pay or (B) the average termination or reduction of the last three annual bonuses received by Executive, and Employee's rights to Employee Benefits (including any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive and the Company. Upon termination under this paragraph (f), the Executive shall no longer be bound by the provisions of Section 5 of this Agreement. (ii) In the event that any payment received reduction or to be received by the Executive in connection with a Change in Control or the termination of the ExecutiveEmployee's employment (whether payable opportunity to earn Incentive Pay pursuant to the terms of this Agreement any plan or any other plan, arrangement or agreement with the Company, any person whose actions result program in a Change in Control or any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payment pursuant to Section 6(f)(i) shall be reduced until no portion of the Total Payments are not deductible as a result of Section 280G of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company effect immediately prior to the time of a Change in Control Control), in accordance with either case which is not remedied by the principles Company within 10 calendar days after receipt by the Company of Sections 280G(d)(3) and (4) notice from the Employee of the Code.such reduction or termination; (iii) For purposes a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position or positions with the Company which the Employee held immediately prior to the Change in Control, without the prior written consent of the Employee, which is not remedied within 10 calendar days after receipt by the Company of written notice from the Employee of such change; or (iv) the Company requires the Employee to have his principal place of work changed to any location that is more than 35 miles from the location thereof immediately prior to the Change in Control, without his prior written consent. (c) Neither the execution of this Agreement nor a termination by the Company or a Subsidiary pursuant to Section 6(f2(a) or by the following definitions Employee pursuant to Section 2(b) will affect any rights that the Employee may have pursuant to any agreement, plan or policy of the Company or a Subsidiary providing Employee Benefits, which rights shall apply:be governed by the terms thereof.

Termination Following a Change in Control. (i) Subject to Section 6(f)(ii), should the Executive's employment hereunder be terminated by the Company without Cause (other than for reason of the Executive becoming Disabled) or by Executive for Good Reason within two years of If at anytime following a Change in Control the Company shall elect to terminate Executive's employment for any reason other than those specified in Sections 7(b) or 7(c), it shall provide written notice of such termination to the Executive. The Executive may also terminate his employment with the Company following a Change in Control by delivering written notice to the Company within sixty (as defined below60) days following the occurrence of such Change in Control. In either case, but subject to the execution and delivery by Executive and the Company of a mutual and general release of claims, the Company shall provide to Executive the following: (A) the Accrued Obligations, payable in a lump sum within 60 (sixty) days following termination of employment; (B) an amount equal to three times his Base Salary, payable in a lump sum within 60 days following termination of employment; (C) if the Executive elects continuation of coverage of medical and dental benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), the Company shall will pay and 100% such premiums for the Executive shall receive in cash an first 18 months of coverage; and (D) payment of premiums necessary for continuation of any Supplemental Disability Policy or, at the election of the Company, a lump sum amount equal to 300% the aggregate premiums to be paid thereon, in either case for a period of 18 months following the effective date of termination; and (AE) Executive's then current Base Salary plus (B) the average Immediate vesting and/or issuance of the last three annual bonuses received by Executiveall unvested stock options, grants, rights or other equity. Other than payment of such amounts and any options held by Executive to purchase Company securities shall immediately vestvesting of stock options, notwithstanding anything to the contrary in any grants, rights or other agreement between Executive and the Company. Upon termination under this paragraph (f)equity, the Executive Company shall have no longer be bound by the provisions of Section 5 of further obligations under this Agreement. (ii) In the event that any payment received or to be received by the Executive in connection with For purposes of this Agreement, a "Change in Control or the termination Control" shall be deemed to have occurred if: (A) any "person," as such term is used in Sections 13(d) and 14(d) of the Executive's employment Securities Exchange Act of 1934 (whether payable pursuant to the terms of this Agreement or any "Exchange Act") (other plan, arrangement or agreement with than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportion as the ownership of stock 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 more than 50% of the combined voting power of the Company's then outstanding securities; or (B) individuals who, as of the Effective Date, constituting then-presiding Board of Directors (the "Incumbent Board"), cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose actions election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the then Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or (C) a merger or consolidation of the Company with any other corporation occurs, other than (I) a merger or consolidation which would result in a Change in Control the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or any person affiliated with by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such person surviving entity outstanding immediately after such merger or consolidation or (together with II) a merger or consolidation effected to implement a recapitalization of the payment pursuant to Section 6(f)(i), Company (or similar transaction) in which no "person" (as hereinabove defined) acquires more than 50% of the "Total Payments")combined voting power of the Company's then outstanding securities; or (D) would not be deductible the consummation of the sale or disposition by the Company (in whole of all or in part) as a result substantially all of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payment pursuant to Section 6(f)(i) shall be reduced until no portion of the Total Payments are not deductible as a result of Section 280G of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to assets or the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) shareholders of the Code, and (C) the value Company approve a plan of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by complete liquidation of the Company's independent auditors servicing the Company immediately prior to the time of a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. (iii) For purposes of this Section 6(f) the following definitions shall apply:

Termination Following a Change in Control. (i) Subject to Section 6(f)(ii)If, should within the Executive's employment hereunder be terminated by the Company without Cause (other than for reason of the Executive becoming Disabled) or by Executive for Good Reason within two years of one year period following a Change in Control (as defined below), (X) Executive's employment is terminated by the Company or by the Employer for any reason other than Executive's death or disability or for Cause, or (Y) Executive terminates his employment for Good Reason, (i) the Company or the Employer shall pay and the Executive shall receive in cash an as severance a lump sum amount equal to 300% the sum of (A1) Executive's then current Base Salary plus (2) Executive's highest annual Performance Bonus in the three year period immediately preceding such Change in Control and (B) the average present value of all other benefits otherwise payable through the last three annual bonuses received by Executivethen remaining Employment Period under Sections 3(d) and 3(f) of this Agreement, and any options held by Executive to purchase Company securities (ii) the Bonus Options shall be deemed granted and together with all other outstanding equity incentive awards shall immediately vest, notwithstanding anything and Executive shall be entitled to receive a lump sum amount equal to the contrary in "spread" on any other agreement between Executive and the Company. Upon termination under this paragraph (f), the Executive shall no longer be bound then outstanding stock options or similar awards held by the provisions of Section 5 of this Agreement. (ii) In the event that any payment received or to be received by the Executive in connection with a exchange for the surrender and cancellation of such awards. A Change in Control or the termination shall be deemed to have occurred if any of the Executive's employment following conditions shall have been satisfied: (whether payable pursuant to the terms of this Agreement or i) any other plan, arrangement or agreement with the Company, any person whose actions result "person" as such term is used in a Change in Control or any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")13(d) would not be deductible by the Company (in whole or in partand 14(d) as a result of Section 280G of the Internal Revenue Code Securities Exchange Act of 19861934, as amended (the "CodeExchange Act") (other than the Company; any trustee or other fiduciary holding securities under an employee benefit plan of the Company; or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership at such time of stock of the Company), is or becomes after the payment pursuant to Section 6(f)(i) shall be reduced until no portion Effective Date the "beneficial owner" (as defined in Rules 13d-3 under the Exchange Act), directly or indirectly, of securities of the Total Payments are Company (not deductible as a result of Section 280G included in the securities beneficially owned by such person any securities acquired directly from the Company) representing 35% or more of the Code, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion combined voting power of the Total Payments the receipt or enjoyment Company's then outstanding securities, (ii) during any period of which the Executive shall have effectively waived in writing two consecutive years (not including any period prior to the date Effective Date), individuals who at the beginning of payment such period constitute the Board of Directors, and any new director (other than a director designated by a person who has entered into an agreement with the payment pursuant Company to Section 6(f)(ieffect a transaction described within this definition of Change in Control) shall be taken into account, (B) no portion whose election by the Board of the Total Payments shall be taken into account which, in the opinion of tax counsel selected Directors or nomination for election by the Company's independent auditors and acceptable to the Executive, does not constitute stockholders was approved by a "parachute payment" within the meaning vote of Section 280G(b)(2) at least two-thirds of the CodeBoard of Directors then still in office who either were members of the Board of Directors at the beginning of the period or whose election or nomination for election was previously so approved, and cease for any reason to constitute at least a majority thereof, (Ciii) the value stockholders of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company approve a merger or consolidation of the Company with any other entity and, in connection with such merger or consolidation, individuals who constitute the Board of Directors immediately prior to the time of any agreement to effect such merger or consolidation is entered into fail for any reason to constitute at least a Change in Control in accordance with the principles of Sections 280G(d)(3) and (4) majority of the Code. board of directors of the surviving corporation following the consummation of such merger or consolidation, or (iii) For purposes of this Section 6(fiv) the following definitions shall apply:stockholders of the Company approve (a) a plan of complete liquidation of the Company or (b) an agreement for the sale or disposition by the Company of all or substantially all the Company's assets.

Termination Following a Change in Control. (ia) Subject to Section 6(f)(ii)In the event of the occurrence of a Change in Control, should the Executive's employment hereunder may be terminated by the Company Trust during the Severance Period (as defined below) without Cause (other than for reason of the Executive becoming Disabledentitled to the benefits provided by Section 2 only upon the occurrence of: (i) the Executive's death; or by Executive for Good Reason within two years of a Change in Control (ii) Cause (as defined below), . If the Company shall pay and the Executive shall receive in cash an amount equal to 300% of (A) Executive's then current Base Salary plus (B) employment is terminated by the average of Trust during the last three annual bonuses received by ExecutiveSeverance Period, and any options held by Executive other than pursuant to purchase Company securities shall immediately vestSection 1(a)(i), notwithstanding anything to the contrary in any other agreement between Executive and the Company. Upon termination under this paragraph (for 1(a)(ii), the Executive shall no longer will be bound entitled to the benefits provided by Section 2. (b) On or after the provisions occurrence during the Severance Period of one or more of the following events (regardless of whether any other reason, other than Cause as hereinabove provided, for termination exists or has occurred, including without limitation the Executive's acceptance and/or commencement of other employment), the Executive may terminate his employment with the Trust and become entitled to the benefits provided by Section 5 2: (i) failure to elect or reelect or otherwise to maintain the Executive in the office or the position, or a substantially equivalent office or position, of this Agreement.or with the Trust which the Executive held immediately prior to a Change in Control, or the removal of the Executive as a Trust Manager of the Trust (or any successor thereto) if the Executive had been a Trust Manager of the Trust immediately prior to the Change in Control; (ii) In a significant adverse change in the event that any payment received nature or scope of the authorities, powers, functions, responsibilities or duties attached to be received by the position with the Trust which the Executive in connection with a held immediately prior to the Change in Control or Control, a reduction in the termination aggregate of the Executive's employment base pay and incentive pay received from the Trust, or the termination or denial of the Executive's rights to Employee Benefits (whether payable pursuant as defined below) or a reduction in the scope or value thereof, except for any such termination or denial, or reduction in the scope of value, of any Employee Benefits applicable generally to all recipients of or participants in such Employee Benefits; (iii) the terms of this Agreement or any other plan, arrangement or agreement with determination by the Company, any person whose actions result Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown by the Trust by clear and convincing evidence) that a change in circumstances has occurred following a Change in Control or any person affiliated with Control, including without limitation a change in the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (in whole or in part) as a result of Section 280G scope of the Internal Revenue Code of 1986, as amended (the "Code"), the payment pursuant to Section 6(f)(i) shall be reduced until no portion of the Total Payments are not deductible as a result of Section 280G of the Code, business or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of other activities for which the Executive shall have effectively waived in writing prior to the date of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company was responsible immediately prior to the time Change in Control, which has rendered the Executive substantially unable aid carry out, has substantially hindered the Executive's performance of, or has caused the Executive to suffer a substantial reduction in, any of a the authorities, powers, functions, responsibilities, or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied within five calendar days after written notice to the Trust from the Executive of such determination; (iv) the liquidation, dissolution, merger, consolidation, or reorganization of the Trust or transfer of all or substantially all of its business and/or assets, unless the successor or successors (by liquidation, merger, consolidation, reorganization, transfer or otherwise) to which all or substantially all of the Trust's business and/or assets have been transferred (directly or by operation of law) assumes all duties and obligations of the Trust under this Agreement; (v) the Trust relocates its principal executive offices, or requires the Executive to have the Executive's principal location of work changed, to any location which is in excess of 25 miles from the location thereof immediately prior to the Change in Control, or requires the Executive to travel away from the Executive's office in the course of discharging the Executive's responsibilities or duties hereunder at least 20% more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of the Executive in any of the three full years immediately prior to the Change in Control without, in accordance with either case, the principles of Sections 280G(d)(3Executive's prior written consent; and/or (vi) and (4) without limiting the generality or effect of the Codeforegoing, any material breach of this Agreement by the Trust or any successor thereto. (iiic) For purposes A termination by the Trust pursuant to Section 1(a) or by the Executive pursuant to Section 1(b) will not affect any rights which the Executive may have pursuant to any other agreement, policy, plan, program or arrangement of this the Trust providing Employee Benefits (except as provided in Section 6(f) 1(a)), which rights will be governed by the following definitions shall apply:terms thereof.

Termination Following a Change in Control. (ia) Subject to Section 6(f)(ii), should If following the Executive's employment hereunder be terminated by the Company without Cause (other than for reason of the Executive becoming Disabled) or by Executive for Good Reason within two years occurrence of a Change in Control (as defined below), the Company shall pay and the Executive shall receive in cash an amount equal to 300% of (A) Executive's then current Base Salary plus (B) the average of the last three annual bonuses received by Executive, and any options held by Executive to purchase Company securities shall immediately vest, notwithstanding anything to the contrary in any other agreement between Executive and terminates his employment with the Company. Upon termination under this paragraph (f), the Executive shall no longer be bound entitled to the benefits provided by Section 6 if one or more of the provisions following events has occurred (regardless of Section 5 of this Agreement.whether any other reason, other than Cause as hereinabove provided, for such termination exists or has occurred, including without limitation other employment): (iii) In the event that any payment received Failure to elect or reelect or otherwise to be received by maintain the Executive in connection with a Change in Control the office or the termination position, or a substantially equivalent office or position, of the Executive's employment (whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in which the Executive held immediately prior to a Change in Control or any person affiliated with the Company or such person (together with the payment pursuant to Section 6(f)(i), the "Total Payments")) would not be deductible by the Company (in whole or in part) as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the payment pursuant to Section 6(f)(i) shall be reduced until no portion of the Total Payments are not deductible as a result of Section 280G of the CodeControl, or the payment pursuant to Section 6(f)(i) is reduced to zero. For purposes of this limitation (A) no portion of the Total Payments the receipt or enjoyment of which if the Executive shall have effectively waived in writing prior to the date was a Director of payment of the payment pursuant to Section 6(f)(i) shall be taken into account, (B) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive, does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined or benefit included in the Total Payments shall be determined by the Company's independent auditors servicing the Company immediately prior to the time Change in Control, the removal of the Executive as a Director of the Company (or any successor thereto); (ii) (A) a reduction in the aggregate of the Executive’s Base Pay received from the Company and any Subsidiary from that earned immediately prior to the Change in Control in accordance with or (B) the principles of Sections 280G(d)(3) and (4) termination or denial of the Code.Executive’s rights to Employee Benefits or a reduction in the scope or value thereof from that earned immediately prior to the Change in Control, any of which is not remedied by the Company no later than ten (10) calendar days after receipt by the Company of written notice from the Executive of such change, reduction or termination, as the case may be; (iii) For purposes A determination by the Executive that a change in circumstances has occurred following a Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered Executive’s performance of, or has caused Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to the position held by the Executive immediately prior to the Change in Control, which situation is not remedied no later than ten (10) calendar days after receipt by the Company of written notice from the Executive of such determination; (iv) The liquidation, dissolution, merger, consolidation or reorganization of the Company or transfer of all or substantially all of its business and/or assets, unless the successor or successors to which all or substantially all of its business and/or assets have been transferred assumed all duties and obligations of the Company under this Agreement; (v) The Company relocates its principal executive offices, or requires the Executive to have his principal location of work changed, to any location that creates a physical or financial hardship on the Executive; or (vi) Without limiting the generality or effect of the foregoing, any material breach of this Section 6(fAgreement by the Company or any successor thereto which is not remedied by the Company within ten (10) calendar days after receipt by the following definitions shall apply:Company of written notice from the Executive of such breach.