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

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time within eighteen (18) months after a Change of Control, and the Employee signs and does not revoke the release of claims pursuant to Section 7 hereto, then subject to Section 4(d), Employee shall be entitled to the following severance benefits: (1) Twelve (12) months of Employee’s base salary and any applicable allowances as in effect as of the date of the termination or, if greater, as in effect immediately prior to the Change of Control, plus an amount equal to the full amount of Employee’s target bonus for the calendar year of the date of termination plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, or, if no target bonus has been established, an amount equal to Employee’s target bonus in the prior year plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, less applicable withholding, payable in a lump sum within sixty (60) days following the date of termination; (2) unless provided otherwise in the applicable award agreement, the vesting of all equity awards granted by the Company to the Employee prior to the Change of Control shall accelerate and become fully vested to the extent such equity awards are outstanding and unvested at the time of such termination; (3) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the Company to the Employee prior to the Change of Control for a period ending on the earlier of (i) two (2) years following the Termination Date and (ii) the expiration of the term of the stock options specified in the applicable option agreements; and (4) the same level of Company-paid health (i.e., medical, vision and dental) coverage and benefits for such coverage as in effect for the Employee (and any eligible dependents) on the day immediately preceding the Employee’s Termination Date; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended (the “Code”); and (ii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with such Company-paid coverage on a monthly basis following the Termination Date until the earlier of (i) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months from the Termination Date.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time within eighteen twenty-four (1824) months after a Change of Control, then, subject to Employee executing and the Employee signs and does not revoke the revoking a release of claims pursuant to Section 7 hereto, then subject to Section 4(d)in the form provided by the Company, Employee shall be entitled to the following severance benefits: (1i) Twelve (12) months 9/12 of Employee’s base salary and any applicable allowances as in effect as of the date of such termination, less applicable withholding, payable, at the termination orelection of the Company, if greater, as either in effect immediately prior a lump sum within thirty (30) days of the Involuntary Termination or at the same rate and in accordance with the Company’s standard payroll policies over a period of time not to the Change of Control, plus an amount equal to the full amount exceed nine (9) months; (ii) a pro rata portion of Employee’s target bonus for the calendar year of termination, if any. Such amount shall equal the date product of termination plus (x) the target bonus for the year of termination, multiplied by (y) a pro rata portion (based on fraction, the numerator of which is the number of full weeks months Employee was employed for the Company during such year) the year of the amount termination, and denominator of such bonus, or, if no target bonus has been established, an amount equal to which is twelve (12). The month in which Employee’s target bonus in the prior year plus employment terminates shall be considered a pro rata portion (based on the number full month for purposes of full weeks during such year) of the amount of such bonus, less applicable withholding, payable in a lump sum within sixty (60) days following the date of terminationthis calculation; (2iii) unless provided otherwise in the applicable award agreement, the vesting of all equity awards granted by the Company to the Employee prior to the Change of Control shall accelerate and become fully vested to the extent such equity awards are outstanding and unvested at the time of such termination; (3) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the Company to the Employee prior to the Change of Control for shall become fully vested and exercisable as of the date of the termination to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a period ending on right of repurchase by the earlier Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the shares; (i) two (2) years following the Termination Date and (iiiv) the expiration of the term of the stock options specified in the applicable option agreements; and (4) the same level of CompanyCompany shall reimburse Employee’s group medical, dental and vision plan continuation coverage premiums, if any, with respect to post-paid termination health (i.e., medical, vision and dental) coverage and benefits for such coverage as in effect for under the Employee (and any eligible dependents) on the day immediately preceding the EmployeeCompany’s Termination Dategroup health plans; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended (the “Code”)amended; and (ii) the Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall reimburse the Employee for the continuation coverage premiums paid by the Employee to continue to provide Employee with such Company-paid coverage on a monthly basis following the Termination Date until the earlier of (i) the date Employee (and his/her eligible dependents) is no longer eligible to receive receiving continuation coverage pursuant to COBRA, or (ii) twelve nine (129) months from the Termination Datetermination date.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time If, within eighteen twenty-four (1824) months after following a Change of Control, the Company terminates this Agreement and the Employee signs and does not revoke the release of claims pursuant to Section 7 heretoExecutive's services other than for cause or Executive terminates this Agreement with good reason, then subject to Section 4(d)in either case, Employee by giving thirty (30) days' prior written notice, Executive shall be entitled to receive the following severance benefitsbenefits and payments: (1i) Twelve all accrued but undistributed amounts of the Base Distribution through the effective date of termination, distributable in accordance with the provisions of Section 3(a) above; (12ii) a termination distribution in an amount equal to $1,600,000, distributable within thirty (30) days of the effective date of termination; and (iii) any vested benefits or amounts pursuant to Sections 3(d), 3(e), 3(f), 3(g) and 4 hereof through the effective date of termination, distributable in accordance with the provisions of any such plan(s). In addition, the Executive and his eligible dependents shall be entitled to receive (x) the health insurance benefits specified in Section 3(d)(1) above for a period of twenty-four (24) months following the effective date of Employee’s base salary termination (the "Company Continuation Period"), and following such time period, the Executive shall be entitled to all rights afforded to him under COBRA to purchase continuation coverage of such health insurance benefits for himself and his dependents for the maximum period permitted by law and (y) the life insurance benefits specified in Section 3(g) above for a period of twenty-four (24) months following the effective date of termination. With respect to subsection (x) of the preceding sentence, to the extent required by applicable law, Executive shall be deemed to have elected to exercise his rights under COBRA as of the first day of the Company Continuation Period. (iv) Executive shall be fully vested in all amounts accrued or accumulated on behalf of Executive under any applicable allowances non-qualified retirement plan established or maintained by the Company, and the Company will promptly pay or distribute all such amounts to Executive in accordance with the terms of such plan as in effect as of on the date of the termination orthis Agreement (or as of Executive's employment termination, if greatermore favorable to Executive). If Executive is not fully vested in his accounts or benefits under the Company's qualified retirement plan at his employment termination pursuant to this Section, the Company will make a cash payment to Executive, within 30 days of Executive's employment termination, equal to the amount of such account or benefit that is forfeited. (v) All stock awards or grants under the 1998 Stock Incentive Plan shall be fully vested any exercisable as of Executive's employment termination. For purposes of this Agreement, a "Change of Control" shall be deemed to have occurred if (1) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as in effect amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of Prime, a corporation owned directly or indirectly by the stockholders of Prime (immediately prior to the initial public offering of Prime) in substantially the same proportions as their ownership of stock of Prime (immediately prior to the initial public offering of Prime), Executive, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. or any of their respective affiliates, becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of Prime representing 50% or more of the total voting power represented by Prime's then outstanding securities that vote generally in the election of directors (referred to herein as "Voting Securities"); (2) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new directors whose election by the Board or nomination for election by Prime's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board; (3) the stockholders of Prime approve a merger or consolidation of Prime with any other corporation, other than a merger or consolidation that (i) would result in the Voting Securities of Prime outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 50% of the total voting power represented by the Voting Securities of Prime or such surviving entity outstanding immediately after such merger or consolidation or (ii) 50% or more of the Board of Directors of the surviving entity is composed of members from the Board of Directors of Prime; (4) the stockholders of Prime approve a plan of complete liquidation of Prime or an agreement for the sale or disposition by Prime of (in one transaction or a series of transactions) all or substantially all of Prime's assets. Notwithstanding the foregoing, in no event will the merger of Prime into Sky Merger Corp. and the successor to Horizon Group, Inc., or any other transaction contemplated by that Amended and Restated Agreement and Plan of Merger dated as of February 1, 1998 (the "Merger Agreement"), constitute a Change of Control, plus an amount equal as long as such merger or other transactions are consumated on terms substantially similar to the full amount of Employee’s target bonus for the calendar year of the date of termination plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, or, if no target bonus has been established, an amount equal to Employee’s target bonus those in the prior year plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, less applicable withholding, payable in a lump sum within sixty (60) days following the date of termination; (2) unless provided otherwise in the applicable award agreement, the vesting of all equity awards granted by Merger Agreement. If the Company requires Executive to relocate Executive's principal business office or his principal place of residence outside the Employee prior greater Baltimore, Maryland metropolitan area, or assigns to the Executive duties that would reasonably require such relocation, then it shall constitute a Change of Control shall accelerate and become fully vested to the extent such equity awards are outstanding and unvested at the time of such termination; (3) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the Company to the Employee prior to the Change of Control for a period ending on the earlier of (i) two (2) years following the Termination Date and (ii) the expiration of the term of the stock options specified in the applicable option agreements; and (4) the same level of Company-paid health (i.e., medical, vision and dental) coverage and benefits for such coverage as in effect for the Employee (and any eligible dependents) on the day immediately preceding the Employee’s Termination Date; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended (the “Code”); and (ii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with such Company-paid coverage on a monthly basis following the Termination Date until the earlier of (i) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months from the Termination DateControl.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time within eighteen twenty-four (1824) months after a Change of Control, then, subject to Employee executing and the Employee signs and does not revoke the revoking a release of claims pursuant to Section 7 hereto, then subject to Section 4(d)in the form provided by the Company, Employee shall be entitled to the following severance benefits: (1i) Twelve (12) months 9/12 of Employee’s base salary and any applicable allowances as in effect as of the date of such termination, less applicable withholding, payable, at the termination orelection of the Company, if greater, as either in effect immediately prior a lump sum within thirty (30) days of the Involuntary Termination or at the same rate and in accordance with the Company’s standard payroll policies over a period of time not to the Change of Control, plus an amount equal to the full amount exceed nine (9) months; (ii) a pro rata portion of Employee’s target bonus for the calendar year of termination, if any. Such amount shall equal the date product of termination plus (x) the target bonus for the year of termination, multiplied by (y) a pro rata portion (based on fraction, the numerator of which is the number of full weeks months Employee was employed for the Company during such year) the year of the amount termination, and denominator of such bonus, or, if no target bonus has been established, an amount equal to which is twelve (12). The month in which Employee’s target bonus in the prior year plus employment terminates shall be considered a pro rata portion (based on the number full month for purposes of full weeks during such year) of the amount of such bonus, less applicable withholding, payable in a lump sum within sixty (60) days following the date of terminationthis calculation; (2iii) unless provided otherwise in the applicable award agreement, the vesting of all equity awards granted by the Company to the Employee prior to the Change of Control shall accelerate and become fully vested to the extent such equity awards are outstanding and unvested at the time of such termination; (3) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the Company to the Employee prior to the Change of Control for shall become fully vested and exercisable as of the date of the termination to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a period ending on right of repurchase by the earlier Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the shares; provided, however, that if an Involuntary Termination following a Change of Control occurs within the first six (i6) two months of the Employee’s employment commencement date with the Company (2) years following as reasonably determined by the Termination Date Company), then no stock options shall become fully vested and exercisable (iiother than those options that became vested and exercisable pursuant to Section 4 hereof); (iv) the expiration of the term of the stock options specified in the applicable option agreements; and (4) the same level of CompanyCompany shall reimburse Employee’s group medical, dental and vision plan continuation coverage premiums, if any, with respect to post-paid termination health (i.e., medical, vision and dental) coverage and benefits for such coverage as in effect for under the Employee (and any eligible dependents) on the day immediately preceding the EmployeeCompany’s Termination Dategroup health plans; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended (the “Code”)amended; and (ii) the Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall reimburse the Employee for the continuation coverage premiums paid by the Employee to continue to provide Employee with such Company-paid coverage on a monthly basis following the Termination Date until the earlier of (i) the date Employee (and his/her eligible dependents) is no longer eligible to receive receiving continuation coverage pursuant to COBRA, or (ii) twelve nine (129) months from the Termination Datetermination date.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an a Change in Control Involuntary Termination at any time within eighteen twelve (1812) months after a Change of Control, and the Employee signs and does not revoke the release of claims pursuant to Section 7 hereto, then subject to Section 4(d), Employee shall be entitled to the following severance benefits: (1i) Twelve Twenty-four (1224) months of Employee’s base salary and any applicable allowances as in effect as of the date of the termination or, if greater, as in effect immediately prior to the Change of Control, plus an amount equal to the full amount of Employee’s target bonus for the calendar year of the date of termination plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, or, if no target bonus has been established, an amount equal to Employee’s target bonus in the prior year plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonustermination, less applicable withholding, payable in a lump sum within sixty thirty (6030) days following of the date of terminationInvoluntary Termination; (2ii) unless provided otherwise one hundred percent (100%) of Employee’s bonus for the year in which the applicable award agreement, the vesting of termination occurs; (iii) all equity awards stock options and share purchase rights granted by the Company to the Employee prior to the Change of Control shall accelerate and become fully vested and exercisable as of the date of the termination to the extent such equity awards stock options and share purchase rights are outstanding and unvested unexercisable at the time of such termination; (3) the Employee shall be permitted termination and all stock subject to exercise all vested (including shares that vest as a result right of this Agreement) stock options granted repurchase by the Company to the Employee (or its successor) that was purchased prior to the Change of Control for a period ending on the earlier shall have such right of (i) two (2) years following the Termination Date and (ii) the expiration repurchase lapse with respect to all of the term of the stock options specified in the applicable option agreements; andshares; (4iv) the same level of Company-paid health (i.e., medical, vision and dental) coverage and benefits for such coverage as in effect for the Employee (and any eligible dependents) on the day immediately preceding the day of the Employee’s Termination Datetermination of employment; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended (the “Code”)amended; and (ii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with such Company-paid health coverage on a monthly basis following the Termination Date until the earlier of (i) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months from the Termination Datetermination date.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an a Change in Control Involuntary Termination at any time within eighteen (18) months after a Change of Control, and the Employee signs and does not revoke the release of claims pursuant to Section 7 hereto, then subject to Section 4(d), Employee shall be entitled to the following severance benefits: (1i) Twelve twenty-four (1224) months of Employee’s base salary and any applicable allowances as in effect as of the date of the termination or, if greater, as in effect immediately prior to the Change of Control, plus an amount equal to the full amount of Employee’s target bonus for the calendar year of the date of termination plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, or, if no target bonus has been established, an amount equal to Employee’s target bonus in the prior year plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonustermination, less applicable withholding, payable in a lump sum within sixty thirty (6030) days following of the date Involuntary Termination; provided, however, that if Employee is a Specified Employee at the time of such termination, then payment shall be delayed as provided for in Section 5; (2ii) unless one hundred percent (100%) of Employee’s bonus for the year in which the termination occurs; provided, however, that if Employee is a Specified Employee at the time of such termination, then payment shall be delayed as provided otherwise for in the applicable award agreement, the vesting of Section 5; (iii) all equity awards awards, including without limitation stock option grants, restricted stock and stock purchase rights, granted by the Company to the Employee prior to the Change of Control shall accelerate and become fully vested or released from the Company’s repurchase right (if any shares of stock purchased by or granted to the Employee prior to the Change of Control remain subject to such repurchase right) and exercisable as of the date of the termination to the extent such equity awards are outstanding and unvested unexercisable or unreleased at the time of such termination; . The Employee’s equity awards shall be exercisable until the earliest of (3a) twelve (12) months from the Employee’s date of termination, (b) the Employee shall be permitted to exercise all vested latest date the equity award could have expired by its original terms under any circumstances, (including shares that vest as a result of this Agreement) stock options granted by the Company to the Employee prior to the Change of Control for a period ending on the earlier of (i) two (2) years following the Termination Date and (iic) the expiration tenth (10th) anniversary of the term original date of grant of the stock options specified in equity award, or (d) the applicable option agreementsdate provided for under the equity plan under which the award was granted; and (4iv) the same level an amount equal to twelve (12) months of Company-paid health (i.e., medical, vision and dental) coverage and benefits premiums for such coverage as in effect for the Employee (and any eligible dependents) on the day immediately preceding the Employee’s Termination Date; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended (the “Code”); and (ii) Employee elects continuation coverage pursuant to under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)) at the same level of health (i.e., within medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee’s termination of employment, payable in a lump sum thirty (30) days from the Involuntary Termination; provided, however, that if Employee is a Specified Employee at the time period prescribed pursuant to COBRA. The Company of such termination, then payment shall continue to provide Employee with such Company-paid coverage on a monthly basis following the Termination Date until the earlier of (i) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months from the Termination Datebe delayed as provided for in Section 5.

Termination Following a Change of Control. If In the Employee’s event that Executive's employment with is terminated by the Company without Cause or Executive terminates as his employment for Good Reason within 24 months of a result change of an Involuntary Termination at control of the Company, or if Executive voluntarily terminates his employment within the 30-day period commencing on the first anniversary of a change of control of the Company, in addition to any time within eighteen (18amounts that Executive is entitled to receive under Section 5(a) months after a Change and in lieu of Control, and the Employee signs and does not revoke the release of claims pursuant to Section 7 hereto, then subject to Section 4(d), Employee shall any amounts Executive would be entitled to receive under Section 5(b) or under the following severance benefits: Company's Change in Control Severance Plan, Executive shall receive: (1A) Twelve the Applicable Percentage (12as defined below) months of Employee’s base salary his Annual Base Salary and any applicable allowances as annual cash bonus described in effect as Section 3(b) of this Agreement at target level payable in an immediate single lump sum payment; (B) a lump sum amount, in cash, equal to the annual cash bonus described in Section 3(b) of this Agreement at target level for the fiscal year of the Company that includes the date of Termination multiplied by a fraction the termination or, if greater, as in effect immediately prior numerator of which shall be the number of days from the beginning of such fiscal year to the Change of Control, plus an amount equal to the full amount of Employee’s target bonus for the calendar year of and including the date of termination plus a pro rata portion (and the denominator of which shall be 365, which calculation shall be based on the number of full weeks during such year) terms of the amount of such bonusCompany's incentive compensation plans, or, if no target bonus has been established, an amount equal to Employee’s target bonus assuming that all performance goals in the prior year plus a pro rata portion (based effect on the number of full weeks during such year) of the amount of such bonus, less applicable withholding, payable in a lump sum within sixty (60) days following the date of termination; termination were met at the target level for such year, such amount to be paid within 30 days of such date of Termination; (2C) unless provided otherwise continued medical benefits to the Executive and/or the Executive's family for the Applicable Time Period (as defined below), such benefits to be in accordance with the applicable award agreementmost favorable medical benefit plans, the vesting practices, programs or policies of all equity awards granted by the Company to the Employee prior to the Change of Control shall accelerate and become fully vested to the extent such equity awards are outstanding and unvested at the time of such termination; (3) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the Company to the Employee prior to the Change of Control for a period ending on the earlier of (i) two (2) years following the Termination Date and (ii) the expiration of the term of the stock options specified in the applicable option agreements; and (4) the same level of Company-paid health (i.e., medical, vision and dental) coverage and benefits for such coverage as in effect for and applicable to any senior executive officer of the Employee (Company and any eligible dependents) on the day his or her family immediately preceding the Employee’s Termination Date; date of Termination, provided, however, that if the Executive becomes employed with another employer and is eligible to receive medical benefits under another employer-provided plan, the benefits under the Company's health insurance plans shall be secondary to those provided under such other plan during such applicable period of eligibility; (D) executive level career transition assistance services by a firm designated by the Executive (up to a maximum of $10,000); (E) full vesting of any unvested options with such options to be exercisable for the remaining term of the option or one year from the date of Termination, whichever occurs first; and (F) full vesting of any shares of restricted stock and elimination of any restrictions. As used in this Section 5(c): (x) with respect to a change of control occurring prior to the second anniversary of the Effective Date, the "Applicable Percentage" shall be 200 percent and the "Applicable Time Period" shall be 24 months; and (y) with respect to a change of control occurring on or after the second anniversary of the Effective Date, the "Applicable Percentage" shall be 100 percent and the "Applicable Time Period" shall be 12 months. A "change of control" of the Company shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied: (i) the Employee constitutes a qualified beneficiaryExcept as provided herein, any person (as such term is defined in Section 4980B(g)(1section 3(a)(9) of the Internal Revenue Code of 1986Securities and ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, as amended (the “Code”); and (ii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”"Exchange Act"), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with such Company-paid coverage on and used in sections 13(d) and 14(d) thereof, including a monthly basis following the Termination Date until the earlier of "group" as defined in section 13(d) thereof) (i) the date Employee (and his/her eligible dependentsa "Person") is no longer eligible to receive continuation coverage pursuant to COBRAor becomes the beneficial owner (as such term is described in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or (ii) twelve (12) months indirectly, of securities of the Company not including in the securities beneficially owned by such Person any securities acquired directly from the Termination Date.Company or its Affiliates, other than in connection with the acquisition by the Company or its affiliates of a business, representing twenty percent (20%) or more of either the then outstanding shares or the combined voting power of the Company's then outstanding securities; provided however, that neither the current beneficial ownership of the Company's voting securities by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ nor the acquisition with the prior consent of the Board by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or a group including ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of beneficial ownership of additional voting securities of the Company, which when combined with the other voting securities beneficially owned by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or such group constitutes less than 50% of the Company's voting securities outstanding, shall be deemed to be a "change of control" for purposes of this Agreement; or

Termination Following a Change of Control. If Notwithstanding anything in this Section 7 to the Employeecontrary, if Executive’s employment with hereunder is involuntarily terminated by the Company Without Cause, Executive terminates as a result of an Involuntary Termination at any time his employment hereunder with Good Reason in accordance with Section 7(d) within eighteen (18) 12 months after following a Change of Control, or if Executive’s employment hereunder is involuntarily terminated by the Company prior to the date on which the Change in Control occurs, and if it is reasonably demonstrated by Executive that such termination of employment (x) was at the Employee signs and does not revoke the release request of claims pursuant a third party who has taken steps reasonably calculated to Section 7 heretoeffect a Change in Control or (y) otherwise arose in connection with or anticipation of a Change in Control, then Executive shall receive, in complete satisfaction of all payments (including severance) due under this Agreement, (i) a lump-sum payment equal to 24 months of Base Salary and (ii) payment of Executive’s actual bonus earned for the year of termination as determined in accordance with the Company’s annual incentive plan and customary practices as if Executive had remained employed hereunder for the full year in which Executive’s employment terminates and thereafter until the bonus is actually determined and paid. The payment referred to in subclause (i) of this Section 7(f) shall be paid (without duplication of payments previously made in respect of Base Salary under Section 7(e)(i) above, and subject to Section 4(dSections 7(m), Employee shall be entitled to 7(n) and 12(s)(ii) below) on the first payroll date following severance benefits: (1) Twelve (12) months of Employee’s base salary and any applicable allowances as in effect as of the date of the termination but not more than one month after or, if greaterearlier, as in effect immediately prior to the Change of Control, plus an amount equal to the full amount of Employee’s target bonus for the calendar year March 15th of the date of termination plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, or, if no target bonus has been established, an amount equal to Employee’s target bonus in the prior year plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, less applicable withholding, payable in a lump sum within sixty (60) days following the date of termination; (2) unless provided otherwise year in the applicable award agreement, the vesting of all equity awards granted by the Company to the Employee prior to the Change of Control shall accelerate and become fully vested to the extent such equity awards are outstanding and unvested at the time of such termination; (3which occurs) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the Company to the Employee prior to the Change of Control for a period ending on the earlier later of (ix) two (2) years following the 60th day after the Termination Date and (y) the occurrence of the Change in Control. The payment referred to in subclause (ii) the expiration of the term this Section 7(f) shall be paid (without duplication of the stock options specified payments previously made in the applicable option agreements; and (4respect of such bonus under Section 7(e)(i) the same level of Company-paid health (i.e.above, medicaland subject to Sections 7(m), vision 7(n) and dental12(s)(ii) coverage and benefits for such coverage as in effect for the Employee (and any eligible dependentsbelow) on the first payroll date following (but not more than one month after or, if earlier, March 15th of the year following the year in which occurs) the latest of (x) 60th day immediately preceding after the Employee’s Termination Date; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended (the “Code”); and (ii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with such Company-paid coverage on a monthly basis following the Termination Date until the earlier of (iy) the date Employee that the bonus is determined, and (z) the occurrence of the Change in Control. In addition, upon a termination of employment described in this Section 7(f), (A) Executive shall receive the benefits set forth in Sections 7(g), 7(h) and his/her eligible dependents7(i), and (B) is no longer eligible all unvested equity-based awards granted to receive continuation coverage pursuant to COBRAExecutive on or after September 30, or (ii) twelve (12) months from 2006 shall become fully vested and, in the Termination Datecase of stock options, fully vested and exercisable.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates is terminated without Cause or is terminated as a result of an Involuntary Termination at any time within eighteen twelve (1812) months after a Change of Control, Control and the Employee signs and does not revoke the release of claims pursuant to Section 7 hereto, then subject to Section 4(d), Employee shall be entitled delivers to the following severance benefits: (1) Twelve (12) months of Employee’s base salary and any applicable allowances as in effect as of the date of the termination or, if greater, as in effect immediately prior to the Change of Control, plus an amount equal to the full amount of Employee’s target bonus for the calendar year of the date of termination plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, or, if no target bonus has been established, an amount equal to Employee’s target bonus in the prior year plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, less applicable withholding, payable in a lump sum Company within sixty (60) days following such termination a general release of claims in favor of the date Company (the release of termination;which shall not include any release of claims pursuant to which the Employee is entitled to indemnification with respect to thereof) (the “Release”), then the Employee will be entitled to the following severance benefits (which shall be payable not later than sixty (60) days following receipt by the Company of the Release, and subject to the time limitations set forth in Section 5): (2i) unless provided otherwise six (6) months of the Employee’s then-current annual base salary, payable in a lump sum. (ii) Employee’s bonus actually earned, based on actual completion of the applicable award agreementperformance targets for the year, quarter or other period (as applicable) in which the vesting Involuntary Termination occurs, prorated for the number of days of the Employee’s service to the Company for such year, quarter or other period (as applicable), payable in a lump sum; provided that all individual performance objectives will be deemed fully achieved. (iii) in addition to the shares that are vested and exercisable in accordance with each equity awards grant that was granted by the Company to the Employee prior to the Change Termination Date, each such grant shall become vested and exercisable as to an additional fifty percent (50%) of Control shall accelerate the shares originally subject to each such outstanding and become not fully vested to the extent such equity awards are outstanding and unvested at the time of such terminationgrant; (3iv) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the Company to the Employee prior to the Change of Control for a period ending on Until the earlier of (i) two (2) years following the Termination Date and date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) six (6) months from the expiration of Termination Date, the term of the stock options specified in the applicable option agreements; and Company shall reimburse Employee for continuation coverage pursuant to COBRA (4as defined below) the same level of Company-paid health (i.e., medical, vision and dental) coverage and benefits for such coverage as was in effect for the Employee (and any eligible dependents) on the day immediately preceding the Employee’s Termination Date; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(14980B(g)(l) of the Internal Revenue Code of 1986, as amended (the “Code”); and (ii) the Employee timely elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with such Company-paid coverage on a monthly basis following the Termination Date until the earlier of (i) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months from the Termination Date.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of a Good Reason or an Involuntary Termination at any time within eighteen (18) months after a Change of Control, and the Employee signs and does not revoke the release of claims pursuant to Section 7 hereto, then subject to Section 4(d), Employee shall be entitled to the following severance benefits: (1i) Twelve twenty-four (1224) months of Employee’s base salary and any applicable allowances as in effect as of the date of the termination or, if greater, as in effect immediately prior to the Change of Control, plus an amount equal to the full amount of Employee’s target bonus for the calendar year of the date of termination plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, or, if no target bonus has been established, an amount equal to Employee’s target bonus in the prior year plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonustermination, less applicable withholding, payable in a lump sum within sixty thirty (6030) days following of the date of termination; (2ii) unless provided otherwise two hundred percent (200%) of Employee’s full annual performance target bonus and a monthly pro rated amount of the Employee’s full annual performance bonus for the year in which the applicable award agreementtermination occurs, payable in a lump sum within thirty (30) days of the vesting of termination; (iii) all equity awards awards, including without limitation stock option grants, restricted stock and stock purchase rights, granted by the Company to the Employee prior to the Change of Control shall accelerate and become fully vested or released from the Company’s repurchase right (if any shares of stock purchased by or granted to the Employee prior to the Change of Control remain subject to such repurchase right) and exercisable as of the date of the termination to the extent such equity awards are outstanding and unvested unexercisable or unreleased at the time of such termination; (3) the . The Employee shall be permitted to exercise all his vested equity awards (including shares awards that vest as a result of this the Agreement) stock options granted by for twelve (12) months from the Company to the Employee prior to the Change date of Control for termination; (iv) all Employee’s outstanding restricted cash awards shall become fully vested, payable in a period ending on the earlier of lump sum within thirty (i30) two (2) years following the Termination Date and (ii) the expiration days of the term of the stock options specified in the applicable option agreementstermination; and (4v) the same level of Company-paid health (i.e., medical, vision and dental) coverage and benefits for such coverage as in effect for the Employee (and any eligible dependents) on the day immediately preceding the day of the Employee’s Termination Datetermination of employment; provided, however, that (iA) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(14980B(g)(l) of the Internal Revenue Code of 1986, as amended (the “Code”); and (iiB) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide reimburse Employee with for such Company-paid health coverage on a monthly basis following the Termination Date until the earlier of (iA) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (iiB) twelve (12) months from the Termination Datetermination date.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time within eighteen (18) months after a Change of Control, and the Employee signs and does not revoke the release of claims pursuant to Section 7 hereto, then subject to Section 4(d), Employee shall be entitled to the following severance benefits: (1) Twelve (12) months of Employee’s base salary and any applicable allowances as in effect as of the date of the termination or, if greater, as in effect immediately prior to in the year in which the Change of Control, plus an amount equal to the full amount of Employee’s target bonus for the calendar year of the date of termination plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, or, if no target bonus has been established, an amount equal to Employee’s target bonus in the prior year plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonusControl occurs, less applicable withholding, payable in a lump sum within sixty twenty (6020) days following the effective date of terminationthe release of claims pursuant to Section 7 hereto; (2) unless provided otherwise in the applicable award agreement, the vesting of all equity awards stock options granted by the Company to the Employee prior to the Change of Control shall accelerate and become fully vested under the applicable option agreements to the extent such equity awards stock options are outstanding and unvested unexercisable at the time of such terminationtermination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse; (3) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the Company to the Employee prior to the Change of Control for a period ending on the earlier of (i) two (2) years following the Termination Date and (ii) the expiration of the term of the stock options specified in the applicable option agreementsDate; and (4) the same level of Company-paid health (i.e., medical, vision and dental) coverage and benefits for such coverage as in effect for the Employee (and any eligible dependents) on the day immediately preceding the Employee’s Termination Date; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended (the “Code”)amended; and (ii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with such Company-paid coverage on a monthly basis following the Termination Date until the earlier of (i) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months from the Termination Date.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates is terminated without Cause or is terminated as a result of an Involuntary Termination at any time within eighteen twelve (1812) months after a Change of Control, Control and the Employee signs and does delivers to the Company a general release of claims in favor of the Company (the release of which shall not revoke the include any release of claims pursuant to Section 7 hereto, then subject to Section 4(d), which the Employee shall be is entitled to indemnification with respect to thereof) (the following severance benefits: (1“Release”) Twelve (12) months of Employee’s base salary and any applicable allowances as in effect as of satisfies all conditions to make the date of the termination or, if greater, as in effect immediately prior to the Change of Control, plus an amount equal to the full amount of Employee’s target bonus for the calendar year of the date of termination plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, or, if no target bonus has been established, an amount equal to Employee’s target bonus in the prior year plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, less applicable withholding, payable in a lump sum Release effective within sixty (60) days following such termination, then the date Employee will be entitled to the following severance benefits (which shall be payable not later than fourteen (14) days following the receipt by the Company of terminationthe Release, and subject to the time limitations set forth in Section 5): (i) twelve (12) months of the Employee’s then-current annual base salary, payable in a lump sum; (2ii) unless provided otherwise Employee’s annual bonus for the year, based on the target potential amount (not the amount actually payable), payable in a lump sum; (iii) in addition to the applicable award agreement, shares that are vested and exercisable in accordance with the vesting terms of all each equity awards grant that was granted by the Company to the Employee prior to the Change Termination Date, each such grant shall become vested and exercisable as to an additional fifty percent (50%) of Control shall accelerate the shares originally subject to each such outstanding and become not fully vested to the extent such equity awards are outstanding and unvested at the time of such termination;grant; and (3iv) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the Company to the Employee prior to the Change of Control for a period ending on Until the earlier of (i) two the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA (2) years following the Termination Date and as defined below), or (ii) twelve (12) months from the expiration of Termination Date, the term of the stock options specified in the applicable option agreements; and (4) the same level of Company-paid health (i.e., medical, vision and dental) Company shall reimburse Employee for continuation coverage and benefits for such coverage pursuant to COBRA as was in effect for the Employee (and any eligible dependents) on the day immediately preceding the Employee’s Termination Date; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(14980B(g)(l) of the Internal Revenue Code of 1986, as amended (the “Code”); and (ii) the Employee timely elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with such Company-paid coverage on a monthly basis following the Termination Date until the earlier of (i) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months from the Termination Date.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an a Change in Control Involuntary Termination at any time within eighteen (18) months after a Change of Control, and the Employee signs and does not revoke the release of claims pursuant to Section 7 hereto, then subject to Section 4(d), Employee shall be entitled to the following severance benefits: (1i) Twelve twenty-four (1224) months of Employee’s base salary and any applicable allowances as in effect as of the date of the termination or, if greater, as in effect immediately prior to the Change of Control, plus an amount equal to the full amount of Employee’s target bonus for the calendar year of the date of termination plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, or, if no target bonus has been established, an amount equal to Employee’s target bonus in the prior year plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonustermination, less applicable withholding, payable in a lump sum within sixty thirty (6030) days following of the date of terminationInvoluntary Termination; (2ii) unless provided otherwise one hundred percent (100%) of Employee’s bonus for the year in which the applicable award agreement, the vesting of termination occurs; (iii) all equity awards awards, including without limitation stock option grants, restricted stock and stock purchase rights, granted by the Company to the Employee prior to the Change of Control shall accelerate and become fully vested or released from the Company’s repurchase right (if any shares of stock purchased by or granted to the Employee prior to the Change of Control remain subject to such repurchase right) and exercisable as of the date of the termination to the extent such equity awards are outstanding and unvested unexercisable or unreleased at the time of such termination; (3) . The period over which the Employee shall be permitted to exercise all his or her vested equity awards (including shares awards that vest as a result of this the Agreement) stock options granted by shall be as follows: (a) with respect to equity compensation awards outstanding as of June 20, 2006, such awards shall remain exercisable until the Company to the Employee prior to the Change of Control for a period ending on the earlier latest of (i) two the fifteenth (215th) years day of the third month following the Termination Date and date at which any such equity award would have otherwise terminated, (ii) the expiration December 31 of the term year during which any such equity award would have otherwise terminated, or (iii) such longer period of time (not to exceed twelve (12) months from the date of termination) that would be permissible under Section 409A of the stock options specified in Internal Revenue Code of 1986, as amended (the applicable option agreements“Code”) and any temporary, proposed or final Treasury Regulations and guidance promulgated thereunder so that the extension of the post-termination exercise period would not be considered a modification (as determined under Section 409A of the Code) of such equity awards; and (b) with respect to equity awards granted to the Employee after June 20, 2006, such awards shall remain exercisable for twelve (12) months from the date of termination; and (4iv) the same level of Company-paid health (i.e., medical, vision and dental) coverage and benefits for such coverage as in effect for the Employee (and any eligible dependents) on the day immediately preceding the day of the Employee’s Termination Datetermination of employment; provided, however, that (iA) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended (the “Code”)amended; and (iiB) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with such Company-paid health coverage on a monthly basis following the Termination Date until the earlier of (iA) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (iiB) twelve (12) months from the Termination Datetermination date.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an a Change in Control Involuntary Termination at any time within eighteen (18) months after a Change of Control, and the Employee signs and does not revoke the release of claims pursuant to Section 7 hereto, then subject to Section 4(d), Employee shall be entitled to the following severance benefits: (1i) Twelve twenty-four (1224) months of Employee’s base salary and any applicable allowances as in effect as of the date of the termination or, if greater, as in effect immediately prior to the Change of Control, plus an amount equal to the full amount of Employee’s target bonus for the calendar year of the date of termination plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, or, if no target bonus has been established, an amount equal to Employee’s target bonus in the prior year plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonustermination, less applicable withholding, payable in a lump sum within sixty thirty (6030) days following of the date of terminationInvoluntary Termination; (2ii) unless provided otherwise one hundred percent (100%) of Employee’s bonus for the year in which the applicable award agreement, the vesting of termination occurs; (iii) all equity awards awards, including without limitation stock option grants, restricted stock and stock purchase rights, granted by the Company to the Employee prior to the Change of Control shall accelerate and become fully vested or released from the Company’s repurchase right (if any shares of stock purchased by or granted to the Employee prior to the Change of Control remain subject to such repurchase right) and exercisable as of the date of the termination to the extent such equity awards are outstanding and unvested unexercisable or unreleased at the time of such termination; (3) . The period over which the Employee shall be permitted to exercise all his or her vested equity awards (including shares awards that vest as a result of this the Agreement) stock options granted by shall be as follows: (a) with respect to equity compensation awards outstanding as of June 20, 2006, such awards shall remain exercisable until the Company to the Employee prior to the Change of Control for a period ending on the earlier latest of (i) two the fifteenth (215th) years day of the third month following the Termination Date and date at which any such equity award would have otherwise terminated, (ii) the expiration December 31 of the term year during which any such equity award would have otherwise terminated, or (iii) such longer period of time (not to exceed twelve (12) months from the stock options specified in the applicable option agreements; and (4date of termination) the same level of Company-paid health (i.e., medical, vision and dental) coverage and benefits for such coverage as in effect for the Employee (and any eligible dependents) on the day immediately preceding the Employee’s Termination Date; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in would be permissible under Section 4980B(g)(1) 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) and any temporary, proposed or final Treasury Regulations and guidance promulgated thereunder so that the extension of the post-termination exercise period would not be considered a modification (as determined under Section 409A of the Code) of such equity awards; and (iib) with respect to equity awards granted to the Employee after June 20 2006, such awards shall remain exercisable for twelve (12) months from the date of termination; and (iv) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee’s termination of employment; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(l) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with such Company-paid health coverage on a monthly basis following the Termination Date until the earlier of (iA) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (iiB) twelve (12) months from the Termination Datetermination date.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates is terminated without Cause or is terminated as a result of an Involuntary Termination at any time within eighteen twelve (1812) months after a Change of Control, Control and the Employee signs and does delivers to the Company a general release of claims in favor of the Company (the release of which shall not revoke the include any release of claims pursuant to Section 7 hereto, then subject to Section 4(d), which the Employee shall be is entitled to indemnification with respect to thereof) (the following severance benefits: (1“Release”) Twelve (12) months of Employee’s base salary and any applicable allowances as in effect as of satisfies all conditions to make the date of the termination or, if greater, as in effect immediately prior to the Change of Control, plus an amount equal to the full amount of Employee’s target bonus for the calendar year of the date of termination plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, or, if no target bonus has been established, an amount equal to Employee’s target bonus in the prior year plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, less applicable withholding, payable in a lump sum Release effective within sixty (60) days following such termination (the date “Release Period”), then, in addition to Accrued Compensation (as defined below) (which shall be payable pursuant to the Company’s usual payroll schedule irrespective of terminationwhether Employee signs and returns the Release), the Employee will be entitled to the following severance benefits (which, to the extent they are payments of money, shall be payable not later than fourteen (14) days following the receipt by the Company of the Release, and subject to the time limitations set forth in Section 5): (i) twelve (12) months of the Employee’s then-current annual base salary, payable in a lump sum (the “Separation Payment”); (2ii) unless provided otherwise Employee’s annual bonus for the year, based on the target potential amount (not the maximum potential amount or the amount actually payable), payable in a lump sum (the applicable award agreement, the vesting of all “Severance Bonus”); (iii) shares subject to outstanding time-based equity awards (including for the avoidance of doubt stock options and restricted stock units) shall become fully vested and, if applicable, exercisable (notwithstanding the foregoing, each equity grant that was granted by the Company to the Employee prior to the Change of Control shall accelerate and become fully vested Effective Date will continue to the extent such equity awards are outstanding and unvested at the time of such termination; (3) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted governed by the Company to the Employee prior to the Change of Control for a period ending on Severance Arrangement between the Company and the Employee, dated as of February 8, 2016 (such agreement, the “Prior Severance Agreement”)); and (iv) Until the earlier of (i) two the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA (2) years following the Termination Date and as defined below), or (ii) twelve (12) months from the expiration of Termination Date, the term of the stock options specified in the applicable option agreements; and (4) the same level of Company-paid health (i.e., medical, vision and dental) Company shall reimburse Employee for continuation coverage and benefits for such coverage pursuant to COBRA as was in effect for the Employee (and any eligible dependents) on the day immediately preceding the Employee’s Termination Date; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(14980B(g)(l) of the Internal Revenue Code of 1986, as amended (the “Code”); and (ii) the Employee timely elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). Notwithstanding the foregoing, within if the time Company determines that it cannot provide the foregoing COBRA reimbursements without violating applicable law or incurring additional expense under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will provide the Employee, in lieu thereof, a taxable lump sum payment for the balance of the COBRA period prescribed pursuant to (the “Cash COBRA”), which payment will equal 100% of the applicable COBRA premium for the Employee and any dependents. The Company number of months of Cash COBRA to be paid, in any case, shall continue to provide Employee with such Company-be reduced by the number of months of previously reimbursed COBRA premiums. Notwithstanding the foregoing, if the Release Period straddles two calendar years, then the Separation Payment and the Separation Bonus will be paid coverage on a monthly basis following March 15th of the Termination Date until the earlier of (i) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months from the Termination Datesecond year.

Termination Following a Change of Control. If (a) In the Employee’s employment event that during the period commencing on the day following the occurrence of a Change of Control and ending twenty-four (24) months thereafter the Executive terminates this Agreement for Good Reason in accordance with Section 4.6 hereof or the Company terminates as the Executive’s employment hereunder other than for Cause in accordance with Section 4.5, in either case by delivering to the other a result notice of an Involuntary Termination at any time within eighteen such termination (18) months after which termination shall not constitute a Change breach of Control, and the Employee signs and does not revoke the release of claims pursuant to Section 7 hereto, then subject to Section 4(dthis Agreement), Employee the Executive, provided he executes timely and effective Release, shall be entitled to the following following, which shall be in lieu of any severance benefits: pay or other benefits under Section 4.5 or Section 4.6 hereof (1other than as expressly provided in clause D and clause E below): (A) Twelve a single lump sum payment equal to twenty-four (1224) months of Employee’s base salary and any applicable allowances as in effect as Base Salary, without offset for other earnings; (B) the greater of the date of the termination or, if greater, as in effect immediately prior to the Change of Control, plus (y) an amount equal to the full amount of Employee’s target bonus Annual Bonus paid for the calendar year of the date of Fiscal Year preceding that in which termination plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonusoccurs, or, if no target bonus has been established, an amount equal to Employee’s target bonus included in the prior year plus lump sum payment under clause (A) immediately above or (z) a pro rata portion (based on Pro-Rated Annual Bonus for the number of full weeks during such year) of the amount of such bonus, less applicable withholdingFiscal Year in which termination occurs, payable in a single lump sum within sixty (60) days following the date of termination; (2) unless provided otherwise in the applicable award agreement, the vesting of all equity awards granted by the Company to the Employee prior to the Change of Control shall accelerate and become fully vested to the extent such equity awards are outstanding and unvested at the time of such termination; annual bonuses are paid to Company executives generally; (3C) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the Company to the Employee prior to the Change of Control continuation for a period ending on the earlier of (i) two (2) years following the Termination Date and (ii) the expiration of the term of the stock options specified in the applicable option agreements; and (4) the same level of Company-paid health (i.e., medical, vision and dental) coverage and benefits for such coverage as in effect for the Employee (and any eligible dependents) on the day immediately preceding the Employee’s Termination Date; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended (the “Code”); and (ii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with such Company-paid coverage on a monthly basis following the Termination Date until the earlier of (i) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months from immediately following the Termination Datedate of termination the Car Allowance, reimbursement of his car operating expenses and reimbursement of the dues of one country club membership for the Executive; (D) medical and dental plan premium payments (or, as applicable, reimbursements) in accordance with Section 4.5(c) above and subject to the Executive’s compliance with the final sentence thereof and (E) reimbursement of Uninsured Medical Expenses in accordance with Section 4.5(d) above. Notwithstanding anything to the contrary herein, no payments or reimbursements shall be due hereunder until five (5) business days following the later of the effective date of the Release or the date the Release, signed by the Executive, is received by the Chairman of the Board. (b) For purposes of this Agreement, “Change of Control” shall mean (i) any change in the ownership of the equity capital of ▇▇▇▇▇▇▇ Holdings, LLC (the “Common Units”) if, immediately after giving effect thereto, (A) the Investors and their Affiliates will hold, directly or indirectly, less than 50% of the Common Units with voting rights held by the Investors as of the Closing or (B) any Person other than the Investors and their Affiliates will hold, directly or indirectly, greater than 50% of the outstanding Common Units with voting rights; or (ii) any sale or other disposition of all or substantially all of the assets of ▇▇▇▇▇▇▇ Holdings, LLC (including, without limitation, by way of a merger or consolidation or through the sale of all or substantially all of the stock or membership interests of its direct and indirect subsidiaries (the “Subsidiaries”), or sale of all or substantially all of the assets of ▇▇▇▇▇▇▇ Holdings LLC and its direct and indirect subsidiaries, taken as a whole) to another Person (the “Change of Control Transferee”) if, immediately after giving effect thereto, any Person (or group of Persons acting in concert) other than the Investors and their Affiliates will have the power to elect a majority of the members of the board of managers or board of directors (or other similar governing body) of the Change of Control Transferee.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time within eighteen (18) months after a Change of Control, and the Employee signs and does not revoke the release of claims pursuant to Section 7 hereto, then subject to Section 4(d), Employee shall be entitled to the following severance benefits: (1) Twelve (12) months of Employee’s base salary and any applicable allowances as in effect as of the date of the termination or, if greater, as in effect immediately prior to in the year in which the Change of Control, plus an amount equal to the full amount of Employee’s target bonus for the calendar year of the date of termination plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, or, if no target bonus has been established, an amount equal to Employee’s target bonus in the prior year plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonusControl occurs, less applicable withholding, payable in a lump sum within sixty thirty (6030) days following of the date of terminationInvoluntary Termination; (2) unless provided otherwise in the applicable award agreement, the vesting of all equity awards stock options granted by the Company to the Employee prior to the Change of Control shall accelerate and become fully vested under the applicable option agreements to the extent such equity awards stock options are outstanding and unvested unexercisable at the time of such terminationtermination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse; (3) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the Company to the Employee prior to the Change of Control for a period ending on until the earlier of (ia) two (2) years following the Termination Date and or (iib) the expiration date of the term of the stock options specified in the applicable option agreementssuch option; and (4) the same level of Company-paid health (i.e., medical, vision and dental) coverage and benefits for such coverage as in effect for the Employee (and any eligible dependents) on the day immediately preceding the Employee’s Termination Date; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended (the “Code”); and (ii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with such Company-paid coverage on a monthly basis following the Termination Date until the earlier of (i) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months from the Termination Date.

Termination Following a Change of Control. If In the Employee’s event that Executive's employment with is terminated by the Company without Cause or Executive terminates as his employment for Good Reason within 24 months of a result change of an Involuntary Termination at control of the Company, or if Executive voluntarily terminates his employment within the 120-day period commencing on the first anniversary of a change of control of the Company, in addition to any time within eighteen (18) months after a Change of Control, and the Employee signs and does not revoke the release of claims pursuant to Section 7 hereto, then subject to Section 4(d), Employee shall be amounts that Executive is entitled to the following severance benefitsreceive under Section 5(a) and in lieu of any amounts Executive would been titled to receive under Section 5(b) Executive shall receive: (1A) Twelve the Applicable Percentage (12as defined below) months of Employee’s base salary his Annual Base Salary and any applicable allowances as annual cash bonus described in effect as Section 3(b) of this Agreement at target level payable in an immediate single lump sum payment; (B) a lump sum amount, in cash, equal to the annual cash bonus described in Section 3(b) of this Agreement at target level for the fiscal year of the Company that includes the date of Termination multiplied by a fraction the termination or, if greater, as in effect immediately prior numerator of which shall be the number of days from the beginning of such fiscal year to the Change of Control, plus an amount equal to the full amount of Employee’s target bonus for the calendar year of and including the date of termination plus a pro rata portion (and the denominator of which shall be 365, which calculation shall be based on the number of full weeks during such year) terms of the amount of such bonusCompany's incentive compensation plans, or, if no target bonus has been established, an amount equal to Employee’s target bonus assuming that all performance goals in the prior year plus a pro rata portion (based effect on the number of full weeks during such year) of the amount of such bonus, less applicable withholding, payable in a lump sum within sixty (60) days following the date of terminationtermination were met at the target level for such year, such amount to be paid within 10 days of such date of Termination; (2C) unless provided otherwise continued medical benefits to the Executive and/or the Executive's family for the Applicable Time Period (as defined below), such benefits to be in accordance with the applicable award agreementmost favorable medical benefit plans, the vesting practices, programs or policies of all equity awards granted by the Company to the Employee prior to the Change of Control shall accelerate and become fully vested to the extent such equity awards are outstanding and unvested at the time of such termination; (3) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the Company to the Employee prior to the Change of Control for a period ending on the earlier of (i) two (2) years following the Termination Date and (ii) the expiration of the term of the stock options specified in the applicable option agreements; and (4) the same level of Company-paid health (i.e., medical, vision and dental) coverage and benefits for such coverage as in effect for and applicable to any senior executive officer of the Employee (Company and any eligible dependents) on the day his or her family immediately preceding the Employee’s Termination Date; date of Termination, provided, however, that if the Executive becomes employed with another employer and is eligible to receive medical benefits under another employer-provided plan, the benefits under the Company's health insurance plans shall be secondary to those provided under such other plan during such applicable period of eligibility; (D) executive level career transition assistance services by a firm designated by the Executive (up to a maximum of $15,000); (E) continued vesting of any stock options which are not vested on the date of termination which would have been provided had the Executive remained employed for twenty four months in accordance with the Option Plan and the applicable rules and policies of the TSX Venture Exchange (the "Exchange"); and (F) full vesting of any shares of restricted stock and elimination of any restrictions. As used in this Section 5(c): (x) with respect to a change of control occurring prior to the second anniversary of the Effective Date, the "Applicable Percentage" shall be 200 percent and the "Applicable Time Period" shall be 24 months; and (y) with respect to a change of control occurring on or after the second anniversary of the Effective Date, the "Applicable Percentage" shall be 150 percent and the "Applicable Time Period" shall be 12 months. A "change of control" of the Company shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied: (i) the Employee constitutes a qualified beneficiaryExcept as provided herein, any person and/or entity (as such term is defined in Section 4980B(g)(1section 3(a)(9) of the Internal Revenue Code of 1986Securities and ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, as amended (the “Code”"Exchange Act"), and used in sections 13(d) and 14(d) thereof, including a "group" as defined in section 13(d) thereof) (a "Person") is or becomes the beneficial owner (as such term is described in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of the Company not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates, other than in connection with the acquisition by the Company or its affiliates of a business, representing twenty percent (15%) or more of either the then outstanding shares or the combined voting power of the Company's then outstanding securities; and or (ii) Employee elects continuation coverage pursuant The consummation (i e.., closing) of an agreement in which the Company agrees to merge or consolidate with any other entity, other than (x) a merger or consolidation which would result in the Consolidated Omnibus Budget Reconciliation Act voting securities of 1985, as amended the Company outstanding immediately prior to such merger or consolidation continuing to represent (“COBRA”either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), within in combination with the time period prescribed pursuant ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, greater than twenty percent (15%) of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or (y) a merger or consolidation effected to COBRAimplement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates, other than in connection with the acquisition by the Company or its affiliates of a business) representing twenty percent (15%) or more of either the then outstanding shares of the Company or the combined voting power of the Company's then outstanding securities; or (iii) The consummation of (x) a plan of complete liquidation or dissolution of the Company; or (y) an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, greater than fifty percent (25%) of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership of the Company immediately prior to such sale or disposition. The Notwithstanding the foregoing, a change of control of the Company shall not be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the voting securities of the Company immediately prior to such transaction or series of transactions continue to provide Employee with have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such Company-paid coverage on a monthly basis following the Termination Date until the earlier transaction or series of (i) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months from the Termination Date.transactions

Termination Following a Change of Control. If (a) Notwithstanding the Employeeprovisions of Section 1 above, if, at any time during a period commencing with a Change of Control and ending eighteen months after such Change of Control the Company terminates the Executive’s employment without Cause (as such term is defined in Section 5(c) below) or the Executive terminates his employment with the Company terminates for Good Reason (as such term is defined in Section 3(b) below) (provided, however, that a termination for Good Reason by the Executive can only occur if (i) the Executive has given the Company a Notice of Termination indicating the existence of a condition giving rise to Good Reason and the Company has not cured the condition giving rise to Good Reason within thirty (30) days after receipt of such Notice of Termination, and (ii) such Notice of Termination is given within ninety (90) days after the initial occurrence of the condition giving rise to Good Reason and further provided that a termination for Good Reason shall occur no later than two years after the initial existence of the condition constituting “Good Reason”), the Company shall: (1) Pay to the Executive a lump sum amount (net of any required withholding) equal to: (i) twelve (12) months of Base Salary, plus (ii) the target bonus that could have been payable to such Executive (assuming continued employment) during the year in which the termination of employment occurs based on bonus arrangements in effect immediately prior to the termination of his or her employment (all payments under Sections 1, 2 and this Section 3(a) being referred to collectively, as the “Severance Payments”); and (2) Provide the Executive and his dependents with life, accident, health and dental insurance substantially similar to that which the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following the Executive’s last day of employment; or (ii) the date the Executive commences subsequent employment; and (3) Cause any unexercisable installments of any stock options of the Company or any subsidiary or affiliate of the Company held by the Executive on the Executive’s last date of employment with the Company that have not expired to become exercisable on such last date of employment; provided, however, that: (i) such acceleration of exercisability shall not occur as to any option if the Change of Control does not occur within the period within which the Executive may exercise such option after a termination of employment in accordance with the provisions of the relevant option agreement and option plan; and (ii) any such acceleration of exercisability shall not extend the period after a termination of employment within which any option may be exercised by the Executive in accordance with the provisions of the relevant option agreement and option plan; and (4) Cause any unvested portion of any qualified or non­qualified capital accumulation benefits, and any portion of any qualified or non­qualified awards made pursuant to any stock incentive plans, including, but not limited to, restricted stock units, restricted stock, stock appreciation rights and all other equity based awards (but excluding stock options), to become immediately vested (subject to applicable law); provided, however, that any amounts and benefits set forth in this Section 3 shall be reduced by any and all other severance or other amounts or benefits paid or payable to the Executive as a result of an Involuntary Termination at any time within eighteen the termination of his or her employment. (18b) months after For purposes of Section 3 above, “Good Reason” shall mean the occurrence of one or more of the following events following a Change of Control, and as the Employee signs and does not revoke case may be: (i) the release of claims pursuant to Section 7 hereto, then subject to Section 4(d), Employee shall be entitled assignment to the following severance benefits: Executive of any duties inconsistent in any adverse, material respect with his position, authority, duties or responsibilities immediately prior to the Change of Control or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities; (1ii) Twelve (12) months a material reduction in the aggregate of Employeethe Executive’s base salary and any applicable allowances as in effect as compensation or the termination of the date of the termination or, if greater, as in effect Executive’s rights to any employee benefits immediately prior to the Change of Control, plus an amount equal except to the full amount of Employee’s target bonus for the calendar year of the date of termination plus extent any such benefit is replaced with a pro rata portion comparable benefit, or a reduction in scope or value thereof; or (based on the number of full weeks during such yeariii) of the amount of such bonus, or, if no target bonus has been established, an amount equal to Employee’s target bonus in the prior year plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, less applicable withholding, payable in a lump sum within sixty (60) days following the date of termination; (2) unless provided otherwise in the applicable award agreement, the vesting of all equity awards granted change by the Company in the location at which the Executive performs the Executive’s principal duties for the Company to a new location that is both (X) outside a radius of 40 miles from the Employee Executive’s principal residence immediately prior to the Change of Control shall accelerate and become fully vested (Y) more than 30 miles from the location at which the Executive performed the Executive’s principal duties for the Company immediately prior to the extent such equity awards are outstanding and unvested at the time Change of such termination; (3) the Employee shall be permitted to exercise all vested (including shares that vest as Control; or a result of this Agreement) stock options granted requirement by the Company that the Executive travel on Company business to the Employee a substantially greater extent than required immediately prior to the Change of Control for or (iv) a period ending on failure by the earlier of (i) two (2) years following Company to obtain the Termination Date and (ii) the expiration of the term of the stock options specified in the applicable option agreements; and (4) the same level of Company-paid health (i.e., medical, vision and dental) coverage and benefits for such coverage as in effect for the Employee (and any eligible dependents) on the day immediately preceding the Employee’s Termination Date; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined agreement referenced in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended (the “Code”5(e); and (ii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with such Company-paid coverage on a monthly basis following the Termination Date until the earlier of (i) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months from the Termination Date.

Termination Following a Change of Control. If In the Employeeevent that Executive’s employment with is terminated by the Company without cause or the Executive terminates as his employment within 24 months of a result change of an Involuntary Termination at control of the Company, or if Executive voluntarily terminates his employment within the 30-day period commencing on the first anniversary of a change of control of the Company, in addition to any time within eighteen (18amounts that Executive is entitled to receive under Section 6(a) months after a Change and in lieu of Control, and the Employee signs and does not revoke the release of claims pursuant any amounts Executive would been entitled to receive under Section 7 hereto, then subject to Section 4(d6(b), Employee Executive shall be entitled to receive: (A) the following severance benefits: Applicable Percentage (1as defined below) Twelve of his Annual Base Salary and annual cash bonus described in Section 3 of this Agreement at target level payable in an immediate single lump sum payment; (12B) months of Employee’s base salary and any applicable allowances as a lump sum amount, in effect as of the date of the termination orcash, if greater, as in effect immediately prior to the Change of Control, plus an amount equal to the full amount annual cash bonus described in Section 3 of Employee’s this Agreement at target bonus level for the calendar year that includes the date of Termination multiplied by a fraction, the numerator of which shall be the number of days from the beginning of such calendar year to and including the date of termination plus a pro rata portion (and the denominator of which shall be 365, which calculation shall be based on the number of full weeks during such year) terms of the amount of such bonusCompany’s incentive compensation plans, or, if no target bonus has been established, an amount equal to Employee’s target bonus assuming that all performance goals in the prior year plus a pro rata portion (based effect on the number of full weeks during such year) of the amount of such bonus, less applicable withholding, payable in a lump sum within sixty (60) days following the date of termination; termination have been met at the target level for such year, such amount to be paid within 10 days of such termination date; (2C) unless continued medical benefits to the Executive and/or the Executive’s family for thirty-six (36) months, such benefits to be in accordance with the most favorable medical benefit plans, practices, programs or policies of the Company as in effect and applicable to any senior executive officer of the Company and his or her family immediately preceding the termination date, provided, however, that if the Executive becomes employed with another employer and is eligible to receive medical benefits under another employer-provided otherwise in the applicable award agreementplan, the benefits under the Company’s health insurance plans shall be secondary to those provided under such other plan during such applicable period of eligibility; (D) executive level career transition assistance services by a firm designated by the Executive (up to a maximum of $10,000); (E) full vesting of all equity awards granted by the Company to the Employee prior to the Change of Control shall accelerate and become fully vested to the extent such equity awards are outstanding and any unvested at the time of such termination; (3) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by with such options to be exercisable for the Company to the Employee prior to the Change of Control for a period ending on the earlier of (i) two (2) years following the Termination Date and (ii) the expiration of the remaining term of the stock options specified or one year from the termination date, whichever occurs first; and (F) full vesting of all stock options, shares of restricted stock and/or warrants and elimination of any restrictions. As used in this Section, with respect to a change of control occurring prior to the applicable option agreements; andsecond anniversary of the Effective Date, the “Applicable Percentage” shall be 300 percent and the “Applicable Time Period” shall be thirty-six (36) months. A “change of control” of the Company shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied: (4) the same level of Company-paid health (i.e., medical, vision and dental) coverage and benefits for such coverage as in effect for the Employee (and any eligible dependents) on the day immediately preceding the Employee’s Termination Date; provided, however, that (i) the Employee constitutes a qualified beneficiaryExcept as provided herein, any person and/or entity (as such term is defined in Section 4980B(g)(13(a)(9) of the Internal Revenue Code of 1986Securities and ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, as amended (the “CodeExchange Act”), and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof) (a “Person”) is or becomes the beneficial owner (as such term is described in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of the Company not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates, other than in connection with the acquisition by the Company or its affiliates of a business, representing twenty-five percent (25%) or more of either the then outstanding shares or the combined voting power of the Company’s then outstanding securities; and or (ii) Employee elects continuation coverage pursuant The consummation (i.e., closing) of an agreement in which the Company agrees to merge or consolidate with any other entity, other than a merger or consolidation which would result in the Consolidated Omnibus Budget Reconciliation Act voting securities of 1985, as amended the Company outstanding immediately prior to such merger or consolidation continuing to represent (“COBRA”either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), within in combination with the time period prescribed pursuant ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, greater than twenty percent (20%) of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or a merger or consolidation effected to COBRAimplement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates, other than in connection with the acquisition by the Company or its affiliates of a business) representing twenty percent (20%) or more of either the then outstanding shares of the Company or the combined voting power of the Company’s then outstanding securities; or (iii) The consummation of a plan of complete liquidation or dissolution of the Company; or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, greater than forty percent (40%) of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership of the Company immediately prior to such sale or disposition. The Notwithstanding the foregoing, a change of control of the Company shall not be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the voting securities of the Company immediately prior to such transaction or series of transactions continue to provide Employee with have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such Company-paid coverage on a monthly basis following the Termination Date until the earlier transaction or series of (i) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months from the Termination Datetransactions.

Termination Following a Change of Control. If (i) In the Employee’s employment with event that there occurs a Change of Control, as defined in clause (g)(ii) immediately below, and during the period commencing on the day immediately following the occurrence of a Change of Control and ending twenty-four (24) months thereafter the Company terminates as the Executive’s employment hereunder other than for Cause in accordance with Section 5(d) or the Executive terminates his employment hereunder for Good Reason in accordance with Section 5(e) hereof and provided that the Executive satisfies in full all of the conditions set forth in Section 5(h) hereof, then, in addition to Final Compensation, the Executive, in lieu of any payment for which he would have been eligible under Section 5(d) or Section 5(e) hereof, will be eligible for (A) a result of an Involuntary Termination at any time within single lump sum payment equal to eighteen (18) months after of Base Salary, without offset for other earnings; (B) a Final Pro-Rated Bonus for the fiscal year in which the Date of Termination occurs, payable at the time bonuses are paid generally; and (C) health and dental plan premium payments (or, as applicable, reimbursements) on the same terms and conditions applicable in the event of a termination other than for Cause or for Good Reason prior to a Change of Control. Notwithstanding anything to the contrary herein, and the Employee signs and does not revoke the release of claims pursuant to Section 7 heretohowever, then subject to Section 4(d), Employee no payments shall be entitled due hereunder until five (5) business days following the later of the effective date of the Release of Claims or the date the Release of Claims, signed by the Executive, is received by the Chair of the Board. The Executive’s rights with respect to the following severance benefits:indemnification shall be in accordance with Section 12 hereof. (1ii) Twelve For purposes of this Agreement, “Change of Control” shall mean the occurrence, after the Closing Date, of (12a) months any change in the ownership of Employee’s base salary the capital equity of Easton B▇▇▇ Sports, LLC, if, immediately after giving effect thereto, (A) the Investors (as defined below) and their Affiliates will hold, directly or indirectly, less than 50% of the number of Common Units held by the Investors and their Affiliates as of the Closing Date or (ii) any applicable allowances Person (as defined in this paragraph, below) other than the Investors and their Affiliates will hold, directly or indirectly, greater than 50% of the number of outstanding Common Units of Easton B▇▇▇ Sports, LLC; or (b) any sale or other disposition of all or substantially all of the assets of Easton B▇▇▇ Sports, LLC (including, without limitation, by way of a merger or consolidation or through the sale of all or substantially all of the stock or membership interests of its subsidiaries or sale of all or substantially all of the assets of Easton B▇▇▇ Sports, LLC and its direct and indirect subsidiaries, taken as a whole) to another Person (the “Change of Control Transferee”) if, immediately after giving effect thereto, any Person (or group of Persons acting in concert) other than the Investors and their Affiliates will have the power to elect a majority of the members of the board of managers or board of directors (or other similar governing body) of the Change of Control Transferee. For purposes of this Section 5(g): A “Person” shall have the meaning ascribed to that term in section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 and “Investors” shall mean all Unit-holders of Easton B▇▇▇ Sports, LLC as of the date of the termination or, if greater, as in effect immediately prior to the Change of Control, plus an amount equal to the full amount of Employee’s target bonus for the calendar year of the date of termination plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, or, if no target bonus has been established, an amount equal to Employee’s target bonus in the prior year plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, less applicable withholding, payable in a lump sum within sixty (60) days following the date of termination; (2) unless provided otherwise in the applicable award agreement, the vesting of all equity awards granted by the Company to the Employee prior to the Change of Control shall accelerate and become fully vested to the extent such equity awards are outstanding and unvested at the time of such termination; (3) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the Company to the Employee prior to the Change of Control for a period ending on the earlier of (i) two (2) years following the Termination Date , including without limitation Fenway Partners, Inc., Teachers Private Capital, York Street Capital Partners, American Capital Strategies Ltd., Antares Capital Corporation, B▇▇▇ Sports Holdings, LLC, B▇▇▇ Sports 2001, LLC, B▇▇▇ Sports 2001 Coinvestors, LLC and (ii) the expiration of the term of the stock options specified in the applicable option agreements; and (4) the same level of Company-paid health (i.e.B▇▇▇ Sports 2001 Investments, medical, vision and dental) coverage and benefits for such coverage as in effect for the Employee (and any eligible dependents) on the day immediately preceding the Employee’s Termination Date; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended (the “Code”); and (ii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with such Company-paid coverage on a monthly basis following the Termination Date until the earlier of (i) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months from the Termination DateLLC.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time within eighteen twelve (1812) months after a Change of Control, and the Employee signs and does not revoke the release of claims pursuant to Section 7 hereto, then subject to Section 4(d), Employee shall be entitled to the following severance benefitsbenefits provided that Employee enters into and does not revoke a general release of claims with the Company in substanitally the form attached hereto as Exhibit A: (1i) Twelve (12) months of Employee’s base salary and any applicable allowances for the Severance Benefits Period as in effect as of the date of the termination or, if greater, as in effect immediately prior to the Change of Control, plus an amount equal to the full amount of Employee’s target bonus for the calendar year of the date of termination plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, or, if no target bonus has been established, an amount equal to Employee’s target bonus in the prior year plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonustermination, less applicable withholding, payable in a lump sum within sixty thirty (6030) days following of the Involuntary Termination; (ii) Employee’s variable compensation computed at 100% for the Severance Benefits Period as in effect as of the date of such termination, less applicable withholding, payable in a lump sum within thirty (30) days of the Involuntary Termination; (2iii) unless provided otherwise in the applicable award agreement, the vesting one hundred percent (100%) of all equity awards granted by the Company to the Employee any bonus declared prior to the Change date of Control shall accelerate and become fully vested to any such termination for the extent such equity awards are outstanding and unvested at the time of such terminationEmployee but not yet paid, if any; (3iv) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the Company to the Employee prior to the Change of Control shall become fully vested and exercisable as of the date of the termination and will remain exercisable for a 90 day period ending on the earlier of (i) two (2) years following the Termination Date and (ii) the expiration of the term of the stock options specified Date, notwithstanding any shorter period stated in the applicable respective stock option agreements; agreements and; (4v) the same level of Company-paid health (i.e., medical, vision and dental) coverage and benefits for such coverage as in effect for the Employee (and any eligible dependents) on the day immediately preceding the day of the Employee’s Termination Datetermination of employment; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended (the “Code”)amended; and (ii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with such Company-paid health coverage on a monthly basis following the Termination Date until the earlier of (i) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months the end of the Severance Benefits Period as measured from the Termination Datetermination date.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time within eighteen three (183) months after prior to, or twelve (12) months after, a Change of Control, and the Employee signs and does not revoke the release of claims pursuant to Section 7 hereto, then subject to Section 4(d), Employee shall be entitled to the following severance benefitsbenefits provided that Employee enters into and does not revoke a general release of claims with the Company in substantially the form attached hereto as Exhibit A: (1i) Twelve (12) months of Employee’s base salary and any applicable allowances for the Severance Benefits Period as in effect as of the date of the termination or, if greater, as in effect immediately prior to the Change of Control, plus an amount equal to the full amount of Employee’s target bonus for the calendar year of the date of termination plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, or, if no target bonus has been established, an amount equal to Employee’s target bonus in the prior year plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonustermination, less applicable withholding, payable in a lump sum within sixty thirty (6030) days following of the Involuntary Termination: (ii) Employee’s variable compensation computed at 100% for the Severance Benefits Period as in effect as of the date of such termination, less applicable withholding, payable in a lump sum within thirty (30) days of the Involuntary Termination; (2iii) unless provided otherwise in the applicable award agreement, the vesting one hundred percent (100%) of all equity awards granted by the Company to the Employee any bonus declared prior to the Change date of Control shall accelerate any such termination for the Employee but not yet paid, if any, and become fully vested to one hundred percent (100%) of Employee’s target bonus for the extent such equity awards are outstanding and unvested at the time of such terminationSeverance Benefits Period; (3iv) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the Company to the Employee prior to the Change of Control shall become fully vested and exercisable as of the date of the termination and will remain exercisable for a 90 day period ending on the earlier of (i) two (2) years following the Termination Date and (ii) the expiration of the term of the stock options specified Date, notwithstanding any shorter period stated in the applicable respective stock option agreements; and (4v) the same level of Company-paid health (i.e., i.e. medical, vision and dental) coverage and benefits for such coverage as in effect for the Employee (and any eligible dependents) on the day immediately preceding the day of the Employee’s Termination Date; termination of employment: provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(14980B(g)(l) of the Internal Revenue Code of 1986, as amended (the “Code”)amended; and (ii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with such Company-paid health coverage on a monthly basis following the Termination Date until the earlier of (i) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months the end of the Severance Benefits Period as measured from the Termination Datetermination date.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates is terminated without Cause or is terminated as a result of an Involuntary Termination at any time within eighteen twelve (1812) months after a Change of Control, Control and the Employee signs and does not revoke the release of claims pursuant to Section 7 hereto, then subject to Section 4(d), Employee shall be entitled delivers to the following severance benefits: (1) Twelve (12) months of Employee’s base salary and any applicable allowances as in effect as of the date of the termination or, if greater, as in effect immediately prior to the Change of Control, plus an amount equal to the full amount of Employee’s target bonus for the calendar year of the date of termination plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, or, if no target bonus has been established, an amount equal to Employee’s target bonus in the prior year plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, less applicable withholding, payable in a lump sum Company within sixty (60) days following such termination a general release of claims in favor of the date Company (the release of termination;which shall not include any release of claims pursuant to which the Employee is entitled to indemnification with respect to thereof) (the “Release”), then the Employee will be entitled to the following severance benefits (which shall be payable not later than sixty (60) days following receipt by the Company of the Release and subject to the time limitations set forth in Section 5): (2i) unless twelve (12) months of the Employee’s then-current annual base salary, payable in a lump sum. (ii) Employee’s bonus actually earned, based on actual completion of the applicable performance targets for the year, quarter or other period (as applicable) in which the Involuntary Termination occurs, prorated for the number of days of the Employee’s service to the Company for such year, quarter or other period (as applicable), payable in a lump sum; provided otherwise that all individual performance objectives will be deemed fully achieved. (iii) all outstanding equity grants (whether in the applicable award agreementform of options, the vesting of all equity awards restricted stock or otherwise) granted by the Company to the Employee prior to the Change of Control Termination Date shall accelerate and become fully vested to the extent such equity awards are outstanding and unvested at the time of such terminationexercisable; (3iv) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the Company to the Employee prior to the Change of Control for a period ending on the earlier of (i) two (2) years following the Termination Date and (ii) the expiration of the term of the stock options specified in the applicable option agreements; and (4) the same level of Company-paid health (i.e., medical, vision and dental) coverage and benefits for such coverage as in effect for the Employee (and any eligible dependents) on the day immediately preceding the Employee’s Termination Date; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended (the “Code”); and (ii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with such Company-paid coverage on a monthly basis following the Termination Date until Until the earlier of (i) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months from the Termination Date, the Company shall reimburse Employee for continuation coverage pursuant to COBRA (as defined below) as was in effect for the Employee (and any eligible dependents) on the day immediately preceding the Termination Date; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(l) of the Code; and (ii) the Employee timely elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”).

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time within eighteen three (183) months after prior to, or twelve (12) months after, a Change of Control, and the Employee signs and does not revoke the release of claims pursuant to Section 7 hereto, then subject to Section 4(d), Employee shall be entitled to the following severance benefitsbenefits provided that Employee enters into and does not revoke a general release of claims with the Company in substantially the form attached hereto as Exhibit A: (1i) Twelve (12) months of Employee’s base salary and any applicable allowances for the Severance Benefits Period as in effect as of the date of the termination or, if greater, as in effect immediately prior to the Change of Control, plus an amount equal to the full amount of Employee’s target bonus for the calendar year of the date of termination plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, or, if no target bonus has been established, an amount equal to Employee’s target bonus in the prior year plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonustermination, less applicable withholding, payable in a lump sum within sixty thirty (6030) days following of the Involuntary Termination; (ii) Employee’s variable compensation computed at 100% for the Severance Benefits Period as in effect as of the date of such termination, less applicable withholding, payable in a lump sum within thirty (30) days of the Involuntary Termination; (2iii) unless provided otherwise in the applicable award agreement, the vesting one hundred percent (100%) of all equity awards granted by the Company to the Employee any bonus declared prior to the Change date of Control shall accelerate any such termination for the Employee but not yet paid, if any, and become fully vested to one hundred percent (100%) of Employee’s target bonus for the extent such equity awards are outstanding and unvested at the time of such terminationSeverance Benefits Period; (3iv) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the Company to the Employee prior to the Change of Control shall become fully vested and exercisable as of the date of the termination and will remain exercisable for a 90 day period ending on the earlier of (i) two (2) years following the Termination Date and (ii) the expiration of the term of the stock options specified Date, notwithstanding any shorter period stated in the applicable respective stock option agreements; agreements and; (4v) the same level of Company-paid health (i.e., medical, vision and dental) coverage and benefits for such coverage as in effect for the Employee (and any eligible dependents) on the day immediately preceding the day of the Employee’s Termination Datetermination of employment; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended (the “Code”)amended; and (ii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with such Company-paid health coverage on a monthly basis following the Termination Date until the earlier of (i) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months the end of the Severance Benefits Period as measured from the Termination Datetermination date.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time If, within eighteen twenty-four (1824) months after following a Change of Control, the Company terminates this Agreement and the Employee signs and does not revoke the release of claims pursuant to Section 7 heretoExecutive's services other than for cause or Executive terminates this Agreement with good reason, then subject to Section 4(d)in either case, Employee by giving thirty (30) days' prior written notice, Executive shall be entitled to receive the following severance benefitsbenefits and payments: (1i) Twelve all accrued but undistributed amounts of the Base Distribution through the effective date of termination, distributable in accordance with the provisions of Section 3(a) above; (12ii) a termination distribution in an amount equal to $1,600,000, distributable within thirty (30) days of the effective date of termination; and (iii) any vested benefits or amounts pursuant to Sections 3(d), 3(e), 3(f), 3(g) and 4 hereof through the effective date of termination, distributable in accordance with the provisions of any such plan(s). In addition, the Executive and his eligible dependents shall be entitled to receive (x) the health insurance benefits specified in Section 3(d)(1) above for a period of twenty-four (24) months following the effective date of Employee’s base salary termination (the "Company Continuation Period"), and following such time period, the Executive shall be entitled to all rights afforded to him under COBRA to purchase continuation coverage of such health insurance benefits for himself and his dependents for the maximum period permitted by law and (y) the life insurance benefits specified in Section 3(g) above for a period of twenty-four (24) months following the effective date of termination. With respect to subsection (x) of the preceding sentence, to the extent required by applicable law, Executive shall be deemed to have elected to exercise his rights under COBRA as of the first day of the Company Continuation Period. (iv) Executive shall be fully vested in all amounts accrued or accumulated on behalf of Executive under any applicable allowances non-qualified retirement plan established or maintained by the Company, and the Company will promptly pay or distribute all such amounts to Executive in accordance with the terms of such plan as in effect as of on the date of the termination orthis Agreement (or as of Executive's employment termination, if greatermore favorable to Executive). If Executive is not fully vested in his accounts or benefits under the Company's qualified retirement plan at his employment termination pursuant to this Section, the Company will make a cash payment to Executive, within 30 days of Executive's employment termination, equal to the amount of such account or benefit that is forfeited. (v) All stock awards or grants under the 1998 Stock Incentive Plan shall be fully vested any exercisable as of Executive's employment termination. For purposes of this Agreement, a "Change of Control" shall be deemed to have occurred if (1) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as in effect amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of Prime, a corporation owned directly or indirectly by the stockholders of Prime (immediately prior to the initial public offering of Prime) in substantially the same proportions as their ownership of stock of Prime (immediately prior to the initial public offering of Prime), Executive, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or any of their respective affiliates, becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of Prime representing 50% or more of the total voting power represented by Prime's then outstanding securities that vote generally in the election of directors (referred to herein as "Voting Securities"); (2) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new directors whose election by the Board or nomination for election by Prime's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board; (3) the stockholders of Prime approve a merger or consolidation of Prime with any other corporation, other than a merger or consolidation that (i) would result in the Voting Securities of Prime outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 50% of the total voting power represented by the Voting Securities of Prime or such surviving entity outstanding immediately after such merger or consolidation or (ii) 50% or more of the Board of Directors of the surviving entity is composed of members from the Board of Directors of Prime; (4) the stockholders of Prime approve a plan of complete liquidation of Prime or an agreement for the sale or disposition by Prime of (in one transaction or a series of transactions) all or substantially all of Prime's assets. Notwithstanding the foregoing, in no event will the merger of Prime into Sky Merger Corp. and the successor to Horizon Group, Inc., or any other transaction contemplated by that Amended and Restated Agreement and Plan of Merger dated as of February 1, 1998 (the "Merger Agreement"), constitute a Change of Control, plus an amount equal as long as such merger or other transactions are consumated on terms substantially similar to the full amount of Employee’s target bonus for the calendar year of the date of termination plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, or, if no target bonus has been established, an amount equal to Employee’s target bonus those in the prior year plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, less applicable withholding, payable in a lump sum within sixty (60) days following the date of termination; (2) unless provided otherwise in the applicable award agreement, the vesting of all equity awards granted by Merger Agreement. If the Company requires Executive to relocate Executive's principal business office or his principal place of residence outside the Employee prior greater Baltimore, Maryland metropolitan area, or assigns to the Executive duties that would reasonably require such relocation, then it shall constitute a Change of Control shall accelerate and become fully vested to the extent such equity awards are outstanding and unvested at the time of such termination; (3) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the Company to the Employee prior to the Change of Control for a period ending on the earlier of (i) two (2) years following the Termination Date and (ii) the expiration of the term of the stock options specified in the applicable option agreements; and (4) the same level of Company-paid health (i.e., medical, vision and dental) coverage and benefits for such coverage as in effect for the Employee (and any eligible dependents) on the day immediately preceding the Employee’s Termination Date; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended (the “Code”); and (ii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with such Company-paid coverage on a monthly basis following the Termination Date until the earlier of (i) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months from the Termination DateControl.

Termination Following a Change of Control. If In the Employeeevent Executive’s employment with the Company terminates is terminated as a result of an Involuntary Termination at any time within either (i) termination by the Company without Cause or (ii) termination by Executive for Good Reason during the period beginning three (3) months prior to the consummation of a Change of Control and ending eighteen (18) months after following the consummation of a Change of Control, and Control (the Employee signs and does not revoke the release of claims pursuant to Section 7 hereto, then subject to Section 4(d“Change in Control Severance Period”), Employee shall be entitled to the following severance benefitsthen: (1) Twelve Executive will receive: (12i) a lump-sum payment equal to the sum of eighteen (18) months of EmployeeExecutive’s base salary and any applicable allowances as in effect as then current Base Salary plus 150% of the date of the termination or, if greater, as in effect immediately prior to the Change of Control, plus an amount equal to the Executive’s full amount of Employee’s target annual bonus for the calendar year of termination at target level for the date of year in which the termination plus a pro rata portion occurs (based on the number of full weeks during such year) of the amount of such bonus, or, if no target bonus has been established, an amount equal to Employee’s target bonus in the prior year plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, less applicable withholding, payable in a lump sum within sixty (60) days following the date of termination; (2) unless provided otherwise in the applicable award agreement, the vesting of all equity awards granted by the Company to the Employee prior to the Change of Control shall accelerate and become fully vested to the extent such equity awards are outstanding and unvested at the time of such termination; (3) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by the Company to the Employee prior to the Change of Control for a period ending on the earlier of (i) two (2) years following the Termination Date and tax withholdings); (ii) the expiration of the term of the stock options specified in the applicable option agreements; and (4) the same level of 100% Company-paid health (i.e.premiums paid for continued health, medical, dental and vision and dental) coverage and benefits for such coverage as in effect for the Employee Executive (and any eligible dependents) on under the day immediately preceding Company’s health, dental and vision plans until the Employee’s Termination Date; providedearlier of (x) eighteen (18) months, however, that (iprovided Executive validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) or (y) the Employee constitutes a qualified beneficiary, date upon which Executive and Executive’s eligible dependents become covered under similar plans; and (iii) any bonuses earned prior to the termination of employment but not yet paid solely due to Company policy which shall be paid out at the earliest time as defined in would not give rise to additional taxation under Section 4980B(g)(1) 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”); ) and (ii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985final regulations and any guidance promulgated under Section 409A, as each may be amended from time to time (together, “COBRASection 409A”); (2) all then unvested Company stock options, within shares of the time Company’s common stock granted to or held by Executive under buy-back provisions under the Company’s restricted stock, stock option and/or stock purchase or stock compensation plans and any other equity compensation awards shall become immediately vested and subject to exercise or, in the case of such shares as are subject to repurchase by the Company for the purchase price paid, no longer subject to such repurchase; and (3) the post-termination exercise period prescribed pursuant to COBRA. The Company of all stock options shall continue to provide Employee with such Company-paid coverage expire on a monthly basis following the Termination Date until the earlier of (i) the date Employee (expiration of the term of the stock option and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) the twelve (12) months from month anniversary of the Termination Datetermination date.

Termination Following a Change of Control. If In the Employeeevent that Executive’s employment with is terminated by the Company without cause or the Executive terminates as his employment within 24 months of a result change of an Involuntary Termination at control of the Company, or if Executive voluntarily terminates his employment within the 120-day period commencing on the first anniversary of a change of control of the Company, in addition to any time within eighteen (18amounts that Executive is entitled to receive under Section 5(a) months after a Change and in lieu of Control, and the Employee signs and does not revoke the release of claims pursuant any amounts Executive would been entitled to receive under Section 7 hereto, then subject to Section 4(d5(b), Employee Executive shall be entitled to receive: (A) the following severance benefits: Applicable Percentage (1as defined below) Twelve of his Annual Base Salary and annual cash bonus described in Section 3 of this Agreement at target level payable in an immediate single lump sum payment; (12B) months of Employee’s base salary and any applicable allowances as a lump sum amount, in effect as of the date of the termination orcash, if greater, as in effect immediately prior to the Change of Control, plus an amount equal to the full amount annual cash bonus described in Section 3 of Employee’s this Agreement at target bonus level for the calendar year that includes the date of Termination multiplied by a fraction, the numerator of which shall be the number of days from the beginning of such calendar year to and including the date of termination plus a pro rata portion (and the denominator of which shall be 365, which calculation shall be based on the number of full weeks during such year) terms of the amount of such bonusCompany’s incentive compensation plans, or, if no target bonus has been established, an amount equal to Employee’s target bonus assuming that all performance goals in the prior year plus a pro rata portion (based effect on the number of full weeks during such year) of the amount of such bonus, less applicable withholding, payable in a lump sum within sixty (60) days following the date of termination; termination have been met at the target level for such year, such amount to be paid within 10 days of such termination date; (2C) unless continued medical benefits to the Executive and/or the Executive’s family for forty-eight (48) months, such benefits to be in accordance with the most favorable medical benefit plans, practices, programs or policies of the Company as in effect and applicable to any senior executive officer of the Company and his or her family immediately preceding the termination date, provided, however, that if the Executive becomes employed with another employer and is eligible to receive medical benefits under another employer-provided otherwise in the applicable award agreementplan, the benefits under the Company’s health insurance plans shall be secondary to those provided under such other plan during such applicable period of eligibility; (D) executive level career transition assistance services by a firm designated by the Executive (up to a maximum of $15,000); (E) full vesting of all equity awards granted by the Company to the Employee prior to the Change of Control shall accelerate and become fully vested to the extent such equity awards are outstanding and any unvested at the time of such termination; (3) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by with such options to be exercisable for the Company to the Employee prior to the Change of Control for a period ending on the earlier of (i) two (2) years following the Termination Date and (ii) the expiration of the remaining term of the stock options specified or one year from the termination date, whichever occurs first; and (F) full vesting of all stock options, shares of restricted stock and/or warrants and elimination of any restrictions. As used in this Section, with respect to a change of control occurring prior to the applicable option agreements; andfourth anniversary of the Effective Date, the “Applicable Percentage” shall be 400 percent and the “Applicable Time Period” shall be forty-eight (48) months. A “change of control” of the Company shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied: (4) the same level of Company-paid health (i.e., medical, vision and dental) coverage and benefits for such coverage as in effect for the Employee (and any eligible dependents) on the day immediately preceding the Employee’s Termination Date; provided, however, that (i) the Employee constitutes a qualified beneficiaryExcept as provided herein, any person and/or entity (as such term is defined in Section 4980B(g)(13(a)(9) of the Internal Revenue Code of 1986Securities and ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, as amended (the “CodeExchange Act”), and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof) (a “Person”) is or becomes the beneficial owner (as such term is described in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of the Company not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates, other than in connection with the acquisition by the Company or its affiliates of a business, representing twenty percent (20%) or more of either the then outstanding shares or the combined voting power of the Company’s then outstanding securities; and or (ii) Employee elects continuation coverage pursuant The consummation (i.e., closing) of an agreement in which the Company agrees to merge or consolidate with any other entity, other than a merger or consolidation which would result in the Consolidated Omnibus Budget Reconciliation Act voting securities of 1985, as amended the Company outstanding immediately prior to such merger or consolidation continuing to represent (“COBRA”either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), within in combination with the time period prescribed pursuant ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, greater than twenty percent (20%) of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or a merger or consolidation effected to COBRAimplement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates, other than in connection with the acquisition by the Company or its affiliates of a business) representing twenty percent (20%) or more of either the then outstanding shares of the Company or the combined voting power of the Company’s then outstanding securities; or (iii) The consummation of a plan of complete liquidation or dissolution of the Company; or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, greater than thirty percent (30%) of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership of the Company immediately prior to such sale or disposition. The Notwithstanding the foregoing, a change of control of the Company shall not be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the voting securities of the Company immediately prior to such transaction or series of transactions continue to provide Employee with have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such Company-paid coverage on a monthly basis following the Termination Date until the earlier transaction or series of (i) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months from the Termination Datetransactions.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time within eighteen (18) months after a Change of Control, and the Employee signs and does not revoke the release of claims pursuant to Section 7 hereto, then subject to Section 4(d), Employee shall be entitled to the following severance benefits: (1) Twelve (12) months of Employee’s base salary and any applicable allowances as in effect as of the date of the termination or, if greater, as in effect immediately prior to in the year in which the Change of Control, plus an amount equal to the full amount of Employee’s target bonus for the calendar year of the date of termination plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, or, if no target bonus has been established, an amount equal to Employee’s target bonus in the prior year plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonusControl occurs, less applicable withholding, payable in a lump sum within sixty thirty (6030) days following of the date of terminationInvoluntary Termination; (2) unless provided otherwise in the applicable award agreement, the vesting of all equity stock options or other awards granted by the Company to the Employee prior to the Change of Control shall accelerate and become fully vested under the applicable option agreements to the extent such equity stock options or other awards are outstanding and unvested unexercisable at the time of such terminationtermination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse; (3) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options or other awards granted by the Company to the Employee prior to the Change of Control for a period ending on the earlier of (i) two (2) years following the Termination Date and (ii) the expiration of the term of the stock options specified in the applicable option agreementsDate; and (4) the same level of Company-paid health (i.e., medical, vision and dental) coverage and benefits for such coverage as in effect for the Employee (and any eligible dependents) on the day immediately preceding the Employee’s Termination Date; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended (the “Code”)amended; and (ii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with such Company-paid coverage on a monthly basis following the Termination Date until the earlier of (i) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months from the Termination Date.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an a Change in Control Involuntary Termination at any time within eighteen (18) months after a Change of Control, and the Employee signs and does not revoke the release of claims pursuant to Section 7 hereto, then subject to Section 4(d), Employee shall be entitled to the following severance benefits: (1i) Twelve twenty-four (1224) months of Employee’s base salary and any applicable allowances as in effect as of the date of the termination or, if greater, as in effect immediately prior to the Change of Control, plus an amount equal to the full amount of Employee’s target bonus for the calendar year of the date of termination plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, or, if no target bonus has been established, an amount equal to Employee’s target bonus in the prior year plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonustermination, less applicable withholding, payable in a lump sum within sixty thirty (6030) days following of the date of terminationInvoluntary Termination; (2ii) unless provided otherwise one hundred percent (100%) of Employee’s bonus for the year in which the applicable award agreement, the vesting of termination occurs; (iii) all equity awards awards, including without limitation stock option grants, restricted stock and stock purchase rights, granted by the Company to the Employee prior to the Change of Control shall accelerate and become fully vested or released from the Company’s repurchase right (if any shares of stock purchased by or granted to the Employee prior to the Change of Control remain subject to such repurchase right) and exercisable as of the date of the termination to the extent such equity awards are outstanding and unvested unexercisable or unreleased at the time of such termination; (3) . The period over which the Employee shall be permitted to exercise all his or her vested equity awards (including shares awards that vest as a result of this the Agreement) stock options granted by shall be as follows: (a) with respect to equity compensation awards outstanding as of June 20, 2006, such awards shall remain exercisable until the Company to the Employee prior to the Change of Control for a period ending on the earlier latest of (i) two the fifteenth (215th) years day of the third month following the Termination Date and date at which any such equity award would have otherwise terminated, (ii) the expiration December 31 of the term year during which any such equity award would have otherwise terminated, or (iii) such longer period of time (not to exceed twelve (12) months from the stock options specified in the applicable option agreements; and (4date of termination) the same level of Company-paid health (i.e., medical, vision and dental) coverage and benefits for such coverage as in effect for the Employee (and any eligible dependents) on the day immediately preceding the Employee’s Termination Date; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in would be permissible under Section 4980B(g)(1) 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) and any temporary, proposed or final Treasury Regulations and guidance promulgated thereunder so that the extension of the post-termination exercise period would not be considered a modification (as determined under Section 409A of the Code) of such equity awards; and (iib) with respect to equity awards granted to the Employee after June 20, 2006, such awards shall remain exercisable for twelve (12) months from the date of termination; and (iv) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee’s termination of employment; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(l) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with such Company-paid health coverage on a monthly basis following the Termination Date until the earlier of (iA) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (iiB) twelve (12) months from the Termination Datetermination date.

Termination Following a Change of Control. If In the event of the Employee’s 's termination of employment with by the Company terminates as a result (for reasons other than Cause) that occurs during the Service Period, or upon the expiration of an Involuntary Termination at any time within eighteen (18) months after the Service Period, and in either case following a Change of ControlControl (as defined below) of the Company, and the Employee signs shall receive the following payments and does not revoke the release of claims pursuant to Section 7 hereto, then subject to Section 4(d), benefits: (a) The Employee shall be entitled to the following severance benefits: (1) Twelve (12) months of Employee’s receive three years base salary and any applicable allowances as in effect as of (at the Employee's effective annual rate on the date of the termination or, if greater, as in effect immediately prior to the Change of Control, plus an termination) which amount equal to the full amount of Employee’s target bonus for the calendar year of the date of termination plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, or, if no target bonus has been established, an amount equal to Employee’s target bonus in the prior year plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, less applicable withholding, payable shall be paid in a lump lump-sum (net of appropriate withholdings) within sixty (60) 60 days following of the date of termination; (2b) unless provided otherwise in All stock options, restricted stock (including restricted stock granted under Section 4(f) of this Agreement), deferred compensation and similar benefits which have not become vested on the applicable award agreement, the vesting date of all equity awards granted by the Company to the Employee prior to the a Change of Control of the Company shall accelerate and become fully vested on the date of such Change of Control; (c) The Employee shall be entitled to continue participation in the Company's health and benefit plans (to the extent such equity awards are outstanding allowable in accordance with the administrative provisions of those plans and unvested at applicable federal and state law) for a period of up to three years or until the time of such termination;Employee is covered by a successor employer's benefit plan, whichever is sooner; and (3d) The Employee shall be entitled to receive any applicable Gross-Up Payment (as defined in the Employment Agreement) calculated in accordance with Section XVIII of the Employment Agreement. Notwithstanding anything herein to the contrary, in the event of a termination of employment triggering payments pursuant to this Section 7, the Employee shall no longer be permitted entitled to exercise all vested any payments or benefits pursuant to Section 4 of this Agreement following such termination, except that the Employee shall nevertheless continue to be entitled to his SERP benefits as described in Section 4(c) of this Agreement, shall receive the restricted stock granted under Section 4(f) of this Agreement and shall be paid the special bonus described in Section 4(j) of this Agreement. For purposes of this Agreement, a "Change of Control" occurs when (i) any person (including shares that vest as such term is used in Section 13(d)(2) of the Securities Exchange Act of 1934) becomes the beneficial owner, directly or indirectly, of Company securities representing 20% or more of the combined voting power of the Company's then outstanding securities; or (ii) as a result of this Agreementa proxy contest or contests or other forms of contested shareholder votes (in each case either individually or in the aggregate), a majority of the individuals elected to serve on the Board are different than the individuals who served on the Board at any time within the two years prior to such proxy contest or contests or other forms of contested shareholder votes; or (iii) stock options granted by the Company's shareholders approve a merger or consolidation (where in each case the Company to is not the Employee prior to the Change survivor thereof), or a sale or disposition of Control for a period ending on the earlier of (i) two (2) years following the Termination Date and (ii) the expiration all or substantially all of the term Company's assets or a plan of partial or complete liquidation; or (iv) an offeror (other than the Company) purchases shares of the Company's common stock options specified in the applicable option agreements; and (4) the same level of Company-paid health (i.e., medical, vision and dental) coverage and benefits pursuant to a tender or exchange offer for such coverage as in effect for the Employee (and any eligible dependents) on the day immediately preceding the Employee’s Termination Date; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended (the “Code”); and (ii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with such Company-paid coverage on a monthly basis following the Termination Date until the earlier of (i) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months from the Termination Dateshares.

Termination Following a Change of Control. If In the Employee’s event that Executive's employment with is terminated by the Company without Cause or Executive terminates as his employment for Good Reason within 24 months of a result change of an Involuntary Termination at control of the Company, or if Executive voluntarily terminates his employment within the 30-day period commencing on the first anniversary of a change of control of the Company, in addition to any time within eighteen (18) months after a Change of Control, and the Employee signs and does not revoke the release of claims pursuant to Section 7 hereto, then subject to Section 4(d), Employee shall be amounts that Executive is entitled to receive under Section 5(a) and in lieu of any amounts Executive would been titled to receive under Section 5(b) Executive shall receive: (A) the following severance benefits: Applicable Percentage (1as defined below) Twelve of his Annual Base Salary and annual cash bonus described in Section 3(b) of this Agreement at target level payable in an immediate single lump sum payment; (12B) months a lump sum amount, in cash, equal to the annual cash bonus described in Section 3(b) of Employee’s base salary and any applicable allowances as in effect as this Agreement at target level for the fiscal year of the Company that includes the date of Termination multiplied by a fraction the termination or, if greater, as in effect immediately prior numerator of which shall be the number of days from the beginning of such fiscal year to the Change of Control, plus an amount equal to the full amount of Employee’s target bonus for the calendar year of and including the date of termination plus a pro rata portion (and the denominator of which shall be 365, which calculation shall be based on the number of full weeks during such year) terms of the amount of such bonusCompany's incentive compensation plans, or, if no target bonus has been established, an amount equal to Employee’s target bonus assuming that all performance goals in the prior year plus a pro rata portion (based effect on the number of full weeks during such year) of the amount of such bonus, less applicable withholding, payable in a lump sum within sixty (60) days following the date of termination; termination were met at the target level for such year, such amount to be paid within 10 days of such date of Termination; (2) unless C)continued medical benefits to the Executive and/or the Executive's family for the Applicable Time Period (as defined below), such benefits to be in accordance with the most favorable medical benefit plans, practices, programs or policies of the Company as in effect and applicable to any senior executive officer of the Company and his or her family immediately preceding the date of Termination, provided, however, that if the Executive becomes employed with another employer and is eligible to receive medical benefits under another employer-provided otherwise in the applicable award agreementplan, the benefits under the Company's health insurance plans shall be secondary to those provided under such other plan during such applicable period of eligibility; (D) executive level career transition assistance services by a firm designated by the Executive (up to a maximum of $10,000); (E) full vesting of all equity awards granted by the Company to the Employee prior to the Change of Control shall accelerate and become fully vested to the extent such equity awards are outstanding and any unvested at the time of such termination; (3) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options granted by with such options to be exercisable for the Company to the Employee prior to the Change of Control for a period ending on the earlier of (i) two (2) years following the Termination Date and (ii) the expiration of the remaining term of the stock options specified or one year from the date of Termination, whichever occurs first; and (F) full vesting of any shares of restricted stock and elimination of any restrictions. As used in this Section 5(c): (x) with respect to a change of control occurring prior to the applicable option agreementssecond anniversary of the Effective Date, the "Applicable Percentage" shall be 200 percent and the "Applicable Time Period" shall be 24 months; andand (y) with respect to a change of control occurring on or after the second anniversary of the Effective Date, the "Applicable Percentage" shall be 100 percent and the "Applicable Time Period" shall be 12 months. A "change of control" of the Company shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied: (4) the same level of Company-paid health (i.e., medical, vision and dental) coverage and benefits for such coverage as in effect for the Employee (and any eligible dependents) on the day immediately preceding the Employee’s Termination Date; provided, however, that (i) the Employee constitutes a qualified beneficiaryExcept as provided herein, any person and/or entity (as such term is defined in Section 4980B(g)(1section 3(a)(9) of the Internal Revenue Code of 1986Securities and ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, as amended (the “Code”"Exchange Act"), and used in sections 13(d) and 14(d) thereof, including a "group" as defined in section 13(d) thereof) (a "Person") is or becomes the beneficial owner (as such term is described in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of the Company not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates, other than in connection with the acquisition by the Company or its affiliates of a business, representing thirty percent (30%) or more of either the then outstanding shares or the combined voting power of the Company's then outstanding securities; and or (ii) Employee elects continuation coverage pursuant The consummation (i.e., closing) of an agreement in which the Company agrees to merge or consolidate with any other entity, other than (x) a merger or consolidation which would result in the Consolidated Omnibus Budget Reconciliation Act voting securities of 1985, as amended the Company outstanding immediately prior to such merger or consolidation continuing to represent (“COBRA”either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), within in combination with the time period prescribed pursuant ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, greater than thirty percent (30%) of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or (y) a merger or consolidation effected to COBRAimplement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates, other than in connection with the acquisition by the Company or its affiliates of a business) representing thirty percent (30%) or more of either the then outstanding shares of the Company or the combined voting power of the Company's then outstanding securities; or (iii) The consummation of (x) a plan of complete liquidation or dissolution of the Company; or (y) an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, greater than fifty percent (50%) of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership of the Company immediately prior to such sale or disposition. The Notwithstanding the foregoing, a change of control of the Company shall not be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the voting securities of the Company immediately prior to such transaction or series of transactions continue to provide Employee with have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such Company-paid coverage on a monthly basis following the Termination Date until the earlier transaction or series of (i) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months from the Termination Datetransactions.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time within eighteen (18) months after a Change of Control, and the Employee signs and does not revoke the release of claims pursuant to Section 7 hereto, then subject to Section 4(d), Employee shall be entitled to the following severance benefits: (1) Twelve (12) months of Employee’s base salary and any applicable allowances as in effect as of the date of the termination or, if greater, as in effect immediately prior to in the year in which the Change of Control, plus an amount equal to the full amount of Employee’s target bonus for the calendar year of the date of termination plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, or, if no target bonus has been established, an amount equal to Employee’s target bonus in the prior year plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonusControl occurs, less applicable withholding, payable in a lump sum within sixty thirty (6030) days following of the date of terminationInvoluntary Termination; (2) unless provided otherwise in the applicable award agreement, the vesting of all equity stock options and other awards granted by the Company to the Employee prior to the Change of Control shall accelerate and become fully vested under the applicable option agreements to the extent such equity stock options and other awards are outstanding and unvested unexercisable at the time of such terminationtermination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse; (3) the Employee shall be permitted to exercise all vested (including shares that vest as a result of this Agreement) stock options and other awards granted by the Company to the Employee prior to the Change of Control for a period ending on the earlier of (i) two (2) years following the Termination Date and (ii) the expiration of the term of the stock options specified in the applicable option agreementsDate; and (4) the same level of Company-paid health (i.e., medical, vision and dental) coverage and benefits for such coverage as in effect for the Employee (and any eligible dependents) on the day immediately preceding the Employee’s Termination Date; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended (the “Code”)amended; and (ii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with such Company-paid coverage on a monthly basis following the Termination Date until the earlier of (i) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months from the Termination Date.

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time within eighteen beginning twenty (1820) days before and ending twelve (12) months after a Change of Control, then, subject to Employee executing and the Employee signs and does not revoke the revoking a standard form of mutual release of claims pursuant to Section 7 hereto, then subject to Section 4(d)with the Company, Employee shall be entitled to the following severance benefits: (1i) Twelve (12) months of Employee’s base salary and any applicable allowances as in effect as of the date of such termination, less applicable withholding, payable either (A) in a lump sum at present value (based on the termination orprime rate then published by the Wall Street Journal) within thirty (30) days of the Involuntary Termination or (B) according to normal payroll procedures over such 12-month period, if greaterin the Company’s sole discretion; (ii) Employee’s annual target bonus (i.e., as base salary times target bonus percentage) in effect immediately prior to the Change of Control, plus an amount equal to the full amount of Employee’s target bonus for the calendar year as of the date of termination plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonus, or, if no target bonus has been established, an amount equal to Employee’s target bonus in the prior year plus a pro rata portion (based on the number of full weeks during such year) of the amount of such bonustermination, less applicable withholding, payable in a lump sum within sixty thirty (6030) days following of the date of terminationInvoluntary Termination; (2iii) unless provided otherwise in the applicable award agreement, the vesting of all equity awards stock options granted by the Company to the Employee prior to the Change of Control shall accelerate and become fully vested and exercisable as of the date of the termination to the extent such equity awards stock options are outstanding and unvested unexercisable at the time of such termination; (3) the Employee shall be permitted termination and all stock subject to exercise all vested (including shares that vest as a result right of this Agreement) stock options granted repurchase by the Company to the Employee (or its successor) that was purchased prior to the Change of Control for a period ending on the earlier shall have such right of (i) two (2) years following the Termination Date and (ii) the expiration repurchase lapse with respect to all of the term of the stock options specified in the applicable option agreements; andshares; (4iv) the same level of Company-paid health (i.e., medical, vision and dental) coverage and benefits for such coverage as in effect for the Employee (and any eligible Employee, and, if applicable, Employee’s dependents) , on the day immediately preceding the day of Employee’s Termination Datetermination of employment; provided, however, that (iA) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended (the “Code”)amended; and (iiB) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with such Company-paid health coverage on a monthly basis following the Termination Date until the earlier of (ix) the date Employee (and his/her eligible dependents) is no longer eligible to receive continuation coverage pursuant to COBRA, or (iiy) twelve (12) months from the Termination Datetermination date or (z) until Employee obtains substantially similar coverage under another employer’s group insurance plan.