Common use of Compensation Upon Termination or During Disability Clause in Contracts

Compensation Upon Termination or During Disability. Following a Change in Control of the Company, as defined in subsection 2(a), upon termination of the Executive's employment or during a period of Disability, the Executive shall be entitled to the following benefits: (a) During any period that the Executive fails to perform full-time duties with the Company as a result of a Disability, the Company shall pay the Executive, the Executive's base salary as in effect at the commencement of any such period and the amount of any other form or type of compensation otherwise payable for such period if the Executive were not so disabled, until such time as the Executive is determined to be eligible for long term disability benefits in accordance with the Company's insurance programs then in effect or the Executive is terminated for Disability. (b) If the Executive's employment shall be terminated by the Company for Cause or by the Executive other than for Good Reason or Disability, the Company shall pay to the Executive his or her full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligation to the Executive under this Agreement, except with respect to any benefits to which the Executive is entitled under any Company pension or welfare benefit plan, insurance program or as otherwise required by law. (c) If the Executive's employment shall be terminated by the Company or by the Executive for Disability or Retirement, or by reason of death, the Company shall immediately commence payment to the Executive (or the Executive's designated beneficiaries or estate, if no beneficiary is designated) of any and all benefits to which the Executive is entitled under the Company's retirement and insurance programs then in effect. (d) If the Executive's employment shall be terminated (A) by the Company other than for Cause, Retirement, Disability or the Executive's death or (B) by the Executive for Good Reason, then the Executive shall be entitled to the benefits provided below: (i) The Company shall pay the Executive, through the Date of Termination, the Executive's base salary as in effect at the time the Notice of Termination is given and any other form or type of compensation otherwise payable for such period; (ii) In lieu of any further salary payments for periods subsequent to the Date of Termination, the Company shall pay a severance payment (the "Severance Payment") equal to two times the Executive's Annual Compensation as defined below. For purposes of this Section 4, Annual Compensation shall mean the Executive's annual salary (regardless of whether all or any portion of such salary has Amended and Restated Change in Control Agreement been contributed to a deferred compensation plan), the average annual Management Variable Compensation ("MVC") earned by the Executive during the three (3) fiscal years immediately preceding the Date of Termination or, if less, the actual number of fiscal years the Executive has participated in the MVC plan, and any other type or form of compensation paid to the Executive by the Company (or any corporation (an Affiliate) affiliated with the Company within the meaning of Section 1504 of the Internal Revenue Code of 1986 as it may be amended from time to time (the Code)) and included in the Executive's gross income for federal tax purposes during the 12-month period ending immediately prior to the Date of Termination, but excluding: a) any amount actually paid to the Executive as a cash payment of the target bonus (regardless of whether all or any portion of such Company bonus was contributed to a deferred compensation plan); b) compensation income recognized as a result of the exercise of stock options or sale of the stock so acquired; and c) any payments actually or constructively received from a plan or arrangement of deferred compensation between Company and the Executive. All of the items included in Annual Compensation shall be those in effect on the Date of Termination and shall be calculated without giving effect to any reduction in such compensation which would constitute a breach of this Agreement. The Severance Payment shall be made in a single lump sum within 30 days after the Date of Termination; (iii) For the 24-month period after the Date of Termination, the Company shall arrange to provide, at its sole expense, the Executive with life, disability, accident and health insurance benefits substantially similar to those which the Executive is receiving or entitled to receive immediately prior to the Notice of Termination. The Executive shall be responsible for the payment of his or her portion of the premiums for such benefits, (recognizing that the Executive shall remain responsible for payment of the same relative percentage of total premiums as the Executive paid prior to the Date of Termination). The cost of providing such benefits shall be in addition to (and shall not reduce) the Severance Payment. Benefits otherwise receivable by the Executive pursuant to this paragraph (iii) shall be reduced to the extent comparable benefits are actually received by the Executive during such period, and any such benefits actually received by Executive shall be reported to the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). Amended and Restated Change in Control Agreement (e) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 (except as expressly provided in Section 4(d)(iii)) be reduced by any compensation earned by the Executive as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise. (f) The Executive shall be entitled to receive all benefits payable to the Executive under the Company pension and welfare benefit plans or any successor of such plan and any other plan or agreement relating to retirement benefits which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (g) The Executive shall be entitled to exercise all rights and to receive all benefits accruing to the Executive under any and all Company stock purchase and stock option plans or programs, or any successor to any such plans or programs, which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (h) The Company will indemnify the Executive (and the Executive's legal representative or other successors) to the fullest extent permitted (including payment of expenses in advance of final disposition of the proceeding) by the laws of the State of Minnesota, as in effect at the time of the subject act or omission, or the Articles of Incorporation and By-Laws of the Company as in effect at such time or on the date of this Agreement, whichever affords or afforded greater protection to the Executive; and the Executive shall be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and officers, against all costs, charges and expenses whatsoever incurred or sustained by the Executive or the Executive's legal representatives in connection with any action, suit or proceeding to which the Executive (or the Executive's legal representative or other successors) may be made a party by reason of the Executive's being or having been a director, officer or employee of the Company or any of its subsidiaries or his or her serving or having served any other enterprise as a director, officer or employee at the request of the Company, provided that the Company shall cause to be maintained in effect for not less than six years from the date of a Change in Control (to the extent available) policies of directors' and officers' liability insurance of at least the same coverage as those maintained by the Company on the date of this Agreement and containing terms and conditions which are no less advantageous than such policies. Notwithstanding anything herein to the contrary, if the Executive's employment is governed by a separate written employment agreement that provides benefits upon a termination of Amended and Restated Change in Control Agreement employment, the aggregate of any payments or benefits payable under such employment agreement shall offset and reduce the aggregate of payments and benefits under this Agreement.

Compensation Upon Termination or During Disability. Following Prior to a Change in Control Control, Employee shall not be entitled to any benefits under this agreement upon termination of the Company, as defined Employee’s employment. From and after a Change in subsection 2(a)Control, upon termination of the Executive's Employee’s employment or during a period of Disability, the Executive Employee shall be entitled to the following benefits: (a) During any period that the Executive Employee fails to perform his full-time duties with the Company as a result of a his Disability, the Company Employee shall pay the Executive, the Executive's continue to receive his base salary as at the rate in effect at the commencement of any such period period, together with all compensation payable to Employee under the Company’s disability plan or other plan during such period, and shall be entitled to participate in any additional bonus, incentive compensation or employee benefit arrangement which may be established from time to time by the amount of any other form or type of compensation otherwise payable for such period if Company in its sole discretion until this Agreement is terminated pursuant to Subsection 5(a) hereof. Thereafter, Employee shall be provided with disability benefits that shall be no less than the Executive were not so disabled, until such time as benefits that Employee would have been entitled to pursuant to the Executive is determined to be eligible for long Company’s long-term disability benefits in accordance with the Company's insurance programs then plan as in effect or the Executive is terminated for Disabilityimmediately prior to a Change in Control. (b) If the Executive's Employee’s employment shall be terminated by the Company for Cause or by the Executive Employee other than for Good Reason Reason, Disability, death or DisabilityRetirement, the Company shall pay to the Executive Employee his or her full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and any amounts to be paid to him pursuant to the Company’s retirement and other benefits plans of the Company then in effect, and the Company shall have no further obligation obligations to the Executive Employee under this Agreement, except with respect to any benefits to which the Executive is entitled under any Company pension or welfare benefit plan, insurance program or as otherwise required by law. (c) If the Executive's Employee’s employment shall be terminated by the Company or by the Executive Employee for Disability or Retirement, or by reason of Employee’s death, the Company Employee’s benefits shall immediately commence payment to the Executive (or the Executive's designated beneficiaries or estate, if no beneficiary is designated) of any and all benefits to which the Executive is entitled under be determined in accordance with the Company's retirement ’s retirement, benefit and insurance programs then in effect. (d) If Employee’s employment by the Executive's employment Company shall be terminated (A) by the Company other than for Cause, RetirementCause and other than because of Employee’s death, Disability or the Executive's death Retirement or (B) by the Executive Employee for Good ReasonReason then, then effective as of the Executive Date of Termination, in lieu of any severance benefits which Employee otherwise would be eligible to receive under the Company’s severance plan or policy as in effect immediately prior to the Change in Control, Employee shall be entitled to the benefits provided below: (i) The Company shall pay the Executive, Employee his full base salary through the Date of Termination, Termination at the Executive's base salary as rate in effect at the time the Notice of Termination is given and given, plus all other amounts to which Employee is entitled under any other form compensation or type benefit plan of compensation otherwise payable for the Company (excluding any severance benefits under the Company’s severance plan or policy) at the time such period;payments are due under the terms of such plans. (ii) In lieu of any further salary payments to Employee for periods subsequent to the Date of Termination, the Company shall pay to Employee, not later than the fifth (5th) day following the Date of Termination, a severance lump sum payment (the "Severance Payment") equal to two times the Executive's Annual Compensation as defined below. For purposes remainder of this Section 4his annual base salary for the then current Term. (iii) All outstanding stock options that have been granted to Employee shall become fully vested and immediately exercisable, Annual Compensation and shall mean remain exercisable throughout their entire term and any restriction periods and restrictions imposed on any restricted stock awards shall lapse. (iv) The Company shall provide at its expense for the Executive's annual salary remaining Term, but in no event for less than six (regardless of whether all or any portion of such salary has Amended and Restated Change in Control Agreement been contributed to a deferred compensation plan)6) months, the average annual Management Variable Compensation ("MVC") earned by the Executive during the three (3) fiscal years immediately preceding employee health care benefits beginning on the Date of Termination orcomparable to those provided prior to the Date of Termination. Notwithstanding any other provision of this Agreement, if lessany amount payable hereunder (“Payments”) would, the actual number of fiscal years the Executive has participated in the MVC plan, and individually or together with any other type amounts paid or form of compensation paid to the Executive by the Company (or any corporation (payable, constitute an Affiliate) affiliated with the Company “excess parachute payment,” within the meaning of Section 1504 280G of the Internal Revenue Code of 1986 as it may be amended from time to time and any applicable regulations thereunder (the “Code”) which would require the payment by Employee of the excise tax imposed by Section 4999 of the Code or any interest or penalty (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then he shall be entitled to receive an additional Payment (the “Gross-Up Payment”) in an amount such that after the payment by Employee of all taxes (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income taxes (and any interest and penalties with respect thereto) and included in the Executive's gross income for federal tax purposes during Excise Tax imposed upon the 12Gross-month period ending immediately prior Up Payment, Employee shall retain an amount of the Gross-Up Payment equal to the Date of Termination, but excluding: a) any amount actually paid Excise Tax imposed upon the total Payments to the Executive as a cash payment of the target bonus (regardless be received by Employee pursuant to this Agreement. The determination of whether all or any portion of the Gross-Up Payment shall be paid shall be made by a nationally recognized accounting firm selected by Employee and such Company bonus was contributed to a deferred compensation plan); b) compensation income recognized as a result of the exercise of stock options or sale of the stock so acquired; and c) any payments actually or constructively received from a plan or arrangement of deferred compensation between Company determination shall be binding upon him and the Executive. All of the items included in Annual Compensation shall be those in effect on the Date of Termination and shall be calculated without giving effect to any reduction in such compensation which would constitute a breach Company for purposes of this Agreement. The Severance Payment costs and expenses of such accounting firm shall be made in a single lump sum within 30 days after the Date of Termination; (iii) For the 24-month period after the Date of Termination, the Company shall arrange to provide, at its sole expense, the Executive with life, disability, accident and health insurance benefits substantially similar to those which the Executive is receiving or entitled to receive immediately prior to the Notice of Termination. The Executive shall be responsible for the payment of his or her portion of the premiums for such benefits, (recognizing that the Executive shall remain responsible for payment of the same relative percentage of total premiums as the Executive paid prior to the Date of Termination). The cost of providing such benefits shall be in addition to (and shall not reduce) the Severance Payment. Benefits otherwise receivable by the Executive pursuant to this paragraph (iii) shall be reduced to the extent comparable benefits are actually received by the Executive during such period, and any such benefits actually received by Executive shall be reported to the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). Amended and Restated Change in Control Agreement. (e) The Executive Except as specifically provided in this Section 6, Employee shall not be required to mitigate the amount of any payment provided for in this Section 4 6 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 (except as expressly provided in Section 4(d)(iii)) 6 be reduced by any compensation earned by the Executive him as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise. (f) The Executive shall be entitled to receive all benefits payable to In the Executive under the Company pension and welfare benefit plans or event that any successor of such plan and any other plan or agreement relating to retirement benefits which shall be in addition to, and not reduced by, any other amounts payable to the Executive payments under this Section 46 or elsewhere in this Agreement are determined to be subject to Section 409A of the Code, and Employee is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and Treasury Regulation §1.409A-1(i), no such payments shall be made prior to the date that is six months following the Date of Termination. (g) The Executive shall be entitled to exercise Employee acknowledges and agrees that (i) Employee is solely responsible for all rights and to receive all benefits accruing to obligations arising as a result of the Executive tax consequences associated with payments under this Agreement, including without limitation, any and all Company stock purchase and stock option plans taxes, interest or programspenalties associated with Section 409A of the Code, (ii) Employee is not relying upon any written or oral statement or representation the Company, any of its Affiliates, or any successor to any such plans of their respective employees, directors, officers, attorneys or programsagents (collectively, which shall be in addition to, and not reduced by, any other amounts payable to the Executive under “Company Parties”) regarding the tax effects associated with the execution of the this Section 4. (h) The Company will indemnify the Executive (Agreement and the Executive's legal representative or other successors) to the fullest extent permitted (including payment of expenses in advance of final disposition of the proceeding) by the laws of the State of Minnesota, as in effect at the time of the subject act or omission, or the Articles of Incorporation and By-Laws of the Company as in effect at such time or on the date of under this Agreement, whichever affords or afforded greater protection and (iii) in deciding to the Executive; and the Executive shall be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and officersenter into this Agreement, against all costs, charges and expenses whatsoever incurred or sustained by the Executive or the Executive's legal representatives in connection with any action, suit or proceeding to which the Executive (or the Executive's legal representative or other successors) may be made a party by reason of the Executive's being or having been a director, officer or employee of the Company or any of its subsidiaries or Employee is relying on his or her serving or having served any other enterprise as a director, officer or employee at own judgment and the request judgment of the Companyprofessionals of his or her choice with whom Employee has consulted. Employee hereby releases, provided that acquits and forever discharges the Company shall cause to be maintained Parties from all actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses of any nature whatsoever, known or unknown, on account of, arising out of, or in effect for not less than six years from the date of a Change in Control (any way related to the extent available) policies of directors' and officers' liability insurance of at least tax effects associated with the same coverage as those maintained by the Company on the date execution of this Agreement and containing terms and conditions which are no less advantageous than such policies. Notwithstanding anything herein to any payment under the contrary, if the Executive's employment is governed by a separate written employment agreement that provides benefits upon a termination of Amended and Restated Change in Control Agreement employment, the aggregate of any payments or benefits payable under such employment agreement shall offset and reduce the aggregate of payments and benefits under this Agreement.

Compensation Upon Termination or During Disability. Following a Change in Control of the Company, as defined in subsection 2(a), upon termination of the Executive's ’s employment or during a period of Disability, the Executive shall be entitled to the following benefits: (a) During any period that the Executive fails to perform full-time duties with the Company as a result of a Disability, the Company shall pay the Executive, the Executive's ’s base salary as in effect at the commencement of any such period and the amount of any other form or type of compensation otherwise payable for such period if the Executive were not so disabled, until such time as the Executive is determined to be eligible for long term disability benefits in accordance with the Company's ’s insurance programs then in effect or the Executive is terminated for Disability.” (b) If the Executive's ’s employment shall be terminated by the Company for Cause or by the Executive other than for Good Reason or Disability, the Company shall pay to the Executive his or her full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligation to the Executive under this Agreement, except with respect to any benefits to which the Executive is entitled under any Company pension or welfare benefit plan, insurance program or as otherwise required by law. (c) If the Executive's ’s employment shall be terminated by the Company or by the Executive for Disability or Retirement, or by reason of death, the Company shall immediately commence payment to the Executive (or the Executive's ’s designated beneficiaries or estate, if no beneficiary is designated) of any and all benefits to which the Executive is entitled under the Company's ’s retirement and insurance programs then in effect. (d) If the Executive's ’s employment shall be terminated (A) by the Company other than for Cause, Retirement, Disability or the Executive's ’s death or (B) by the Executive for Good Reason, then the Executive shall be entitled to the benefits provided below: (i) The Company shall pay the Executive, through the Date of Termination, the Executive's ’s base salary as in effect at the time the Notice of Termination is given and any other form or type of compensation otherwise payable for such period; (ii) In lieu of any further salary payments for periods subsequent to the Date of Termination, the Company shall pay a severance payment (the "“Severance Payment"”) equal to two times the Executive's ’s Annual Compensation as defined below. For purposes of this Section 4, “Annual Compensation Compensation” shall mean the Executive's ’s annual salary (regardless of whether all or any portion of such salary has Amended and Restated Change in Control Agreement been contributed to a deferred compensation plan), the average annual Management Variable Compensation ("“MVC"”) earned by the Executive during the three (3) fiscal years immediately preceding the Date of Termination or, if less, the actual number of fiscal years the Executive has participated in the MVC plan, and any other type or form of compensation paid to the Executive by the Company (or any corporation (an “Affiliate”) affiliated with the Company within the meaning of Section 1504 of the Internal Revenue Code of 1986 as it may be amended from time to time (the “Code”)) and included in the Executive's ’s gross income for federal tax purposes during the 12-month period ending immediately prior to the Date of Termination, but excluding: a) any amount actually paid to the Executive as a cash payment of the target bonus (regardless of whether all or any portion of such Company bonus was contributed to a deferred compensation plan); b) compensation income recognized as a result of the exercise of stock options or sale of the stock so acquired; and c) any payments actually or constructively received from a plan or arrangement of deferred compensation between Company and the Executive. All of the items included in Annual Compensation shall be those in effect on the Date of Termination and shall be calculated without giving effect to any reduction in such compensation which that would constitute a breach of this Agreement. The Severance Payment shall be made in a single lump sum within 30 days after the Date of Termination; (iii) For the 24-month period after the Date of Termination, the Company shall arrange to provide, at its sole expense, the Executive with life, disability, accident and health insurance benefits substantially similar to those which the Executive is receiving or entitled to receive immediately prior to the Notice of Termination. The Executive shall be responsible for the payment of his or her portion of the premiums for such benefits, (recognizing that the Executive shall remain responsible for payment of the same relative percentage of total premiums as the Executive paid prior to the Date of Termination). The cost of providing such benefits shall be in addition to (and shall not reduce) the Severance Payment. Benefits otherwise receivable by the Executive pursuant to this paragraph (iii) shall be reduced to the extent comparable benefits are actually received by the Executive during such period, and any such benefits actually received by Executive shall be reported to the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). Amended and Restated Change in Control Agreement (e) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 (except as expressly provided in Section 4(d)(iii)) be reduced by any compensation earned by the Executive as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise. (f) The Executive shall be entitled to receive all benefits payable to the Executive under the Company pension and welfare benefit plans or any successor of such plan and any other plan or agreement relating to retirement benefits which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (g) The Executive shall be entitled to exercise all rights and to receive all benefits accruing to the Executive under any and all Company stock purchase and stock option plans or programs, or any successor to any such plans or programs, which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (h) The Company will indemnify the Executive (and the Executive's legal representative or other successors) to the fullest extent permitted (including payment of expenses in advance of final disposition of the proceeding) by the laws of the State of Minnesota, as in effect at the time of the subject act or omission, or the Articles of Incorporation and By-Laws of the Company as in effect at such time or on the date of this Agreement, whichever affords or afforded greater protection to the Executive; and the Executive shall be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and officers, against all costs, charges and expenses whatsoever incurred or sustained by the Executive or the Executive's legal representatives in connection with any action, suit or proceeding to which the Executive (or the Executive's legal representative or other successors) may be made a party by reason of the Executive's being or having been a director, officer or employee of the Company or any of its subsidiaries or his or her serving or having served any other enterprise as a director, officer or employee at the request of the Company, provided that the Company shall cause to be maintained in effect for not less than six years from the date of a Change in Control (to the extent available) policies of directors' and officers' liability insurance of at least the same coverage as those maintained by the Company on the date of this Agreement and containing terms and conditions which are no less advantageous than such policies. Notwithstanding anything herein to the contrary, if the Executive's employment is governed by a separate written employment agreement that provides benefits upon a termination of Amended and Restated Change in Control Agreement employment, the aggregate of any payments or benefits payable under such employment agreement shall offset and reduce the aggregate of payments and benefits under this Agreement.

Compensation Upon Termination or During Disability. Following a Change change in Control control of the Company, as defined in subsection 2(aby Section 2(i), upon termination Termination of the Executive's your employment or during a period of Disability, the Executive Disability you shall be entitled to the following benefits: (ai) During any period that the Executive fails you fail to perform your full-time duties with the Company as a result of a Disabilityincapacity due to physical or mental illness, but during which you continue to be employed by the Company Company, you shall pay the Executive, the Executive's continue to receive your base salary as at the rate in effect at the commencement of any such period period, together with all compensation payable to you under the Management Incentive Compensation Plan or other plan during such period, until this Agreement is terminated pursuant to Section 3(i) hereof. Thereafter, or in the event your employment shall be Terminated by the Company or by you for Retirement, or by reason of your death, your benefits shall be determined pursuant to agreements between you and the amount of any Company and the Company's insurance and other form or type of compensation otherwise payable for such period if the Executive were not so disabled, until such time as the Executive is determined to be eligible for long term disability benefits programs then in effect in accordance with the Company's insurance programs then in effect or the Executive is terminated for Disabilityterms of such programs. (bii) If the Executive's your employment shall be terminated Terminated by the Company for Cause or by the Executive you other than for Good Reason Reason, Disability, death or DisabilityRetirement, the Company shall pay to the Executive his or her you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given given, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due, and the Company shall have no further obligation obligations to the Executive you under this Agreement, except with respect to any benefits to which the Executive is entitled under any Company pension or welfare benefit plan, insurance program or as otherwise required by law. (ciii) If the Executive's your employment shall be terminated by the Company or by the Executive for Disability or Retirement, or by reason of death, the Company shall immediately commence payment to the Executive (or the Executive's designated beneficiaries or estate, if no beneficiary is designated) of any and all benefits to which the Executive is entitled under the Company's retirement and insurance programs then in effect. (d) If the Executive's employment shall be terminated Terminated (Aa) by the Company other than for Cause, Retirement, Retirement or Disability or the Executive's death or (Bb) by the Executive you for Good Reason, then the Executive you shall be entitled to the benefits provided below: (iA) The the Company shall pay the Executive, you your full base salary through the Date of Termination, Termination at the Executive's base salary as rate in effect at the time the Notice of Termination is given and given, plus all other amounts to which you are entitled under any other form or type compensation plan of compensation the Company, at the time such payments are due, except as otherwise payable for such periodprovided below; (iiB) In in lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Company shall pay you a lump sum severance payment (the "Severance Payment") equal to two 2.5 times the Executive's Annual sum of (x) your annual base salary in effect immediately prior to the occurrence of the circumstance giving rise to the Notice of Termination given in respect thereof and (y) the highest amount paid or payable to you pursuant to the Management Incentive Compensation as defined below. For purposes Plan for any of this Section 4, Annual Compensation shall mean the Executive's annual salary (regardless of whether all or any portion of such salary has Amended and Restated Change in Control Agreement been contributed to a deferred compensation plan), the average annual Management Variable Compensation ("MVC") earned by the Executive during the three (3) fiscal years immediately preceding the Date of Termination or, if less, the actual number of fiscal years the Executive has participated in the MVC plan, and any other type or form of compensation paid to the Executive by the Company (or any corporation (an Affiliate) affiliated with the Company within the meaning of Section 1504 of the Internal Revenue Code of 1986 as it may be amended from time to time (the Code)) and included in the Executive's gross income for federal tax purposes during the 12-month period ending immediately prior to the Date of Termination, but excluding: a) any amount actually paid to the Executive as a cash payment of the target bonus (regardless of whether all or any portion of such Company bonus was contributed to a deferred compensation plan); b) compensation income recognized as a result of the exercise of stock options or sale of the stock so acquired; and c) any payments actually or constructively received from a plan or arrangement of deferred compensation between Company and the Executive. All of the items included in Annual Compensation shall be those in effect on the Date of Termination and shall be calculated without giving effect to any reduction in such compensation which would constitute a breach of this Agreement. The Severance Payment shall be made in a single lump sum within 30 days after the Date of Termination; (iii) For the 24-month period after the Date of Termination, the Company shall arrange to provide, at its sole expense, the Executive with life, disability, accident and health insurance benefits substantially similar to those which the Executive is receiving or entitled to receive immediately prior to the Notice of Termination. The Executive ; provided however, that for purposes of computing the payment under this clause (B), your entitlement to incentive compensation shall be responsible determined solely based on whether the parameters that have been determined by the Board for the payment of his applicable year have been achieved, and without regard to any discretionary or her portion other right of the premiums Board under the terms of any such incentive compensation plan to deny payment notwithstanding that such parameters have been achieved; (C) notwithstanding any provision of any incentive compensation plan applicable to you, the Company shall pay to you a lump sum amount equal to the sum of (x) any incentive compensation paid or payable to you, or that has been allocated or awarded to you, for such benefits, (recognizing that the Executive shall remain responsible for payment of the same relative percentage of total premiums as the Executive paid prior to a fiscal year or other measuring period preceding the Date of Termination but which has not yet been paid, and (y) an allocation under any annual or long-term incentive plan applicable to you for the current fiscal year with all tests for income adjusted pro rata according to the number of calendar months, including the month in which the Date of Termination occurs, that have elapsed in the fiscal year of Termination; provided however, that for purposes of computing the payment under this clause (C). The cost of providing such benefits , your entitlement to incentive compensation shall be in addition determined solely based on whether the parameters that have been determined by the Board for the applicable year have been achieved, and without regard to any discretionary or other right of the Board under the terms of any such incentive compensation plan to deny payment notwithstanding that such parameters have been achieved; (and shall not reduceD) the Severance Payment. Benefits otherwise receivable by the Executive pursuant to this paragraph (iii) shall be reduced to the extent comparable benefits are actually received by the Executive during such period, and any such benefits actually received by Executive shall be reported to the Company; and (iv) The Company shall also pay to the Executive you all legal fees and expenses incurred by the Executive you as a result of such termination Termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination Termination or in seeking to obtain or enforce any right or benefit provided by this AgreementAgreement or in connection with any tax audit or proceeding to the extent attributable to the application of Code Section 4999 to any payment or benefit provided hereunder). Amended The right to reimbursement of legal fees and Restated Change expenses that are not otherwise exempt from Code Section 409A: (i) shall be available to you for as long as you have enforceable rights under this Agreement; (ii) shall be payable without regarding to any amounts that have been reimbursed in Control prior tax years under this Agreement; (iii) shall be paid to you on or before the last day of the tax year following the year in which you incurred the expense; and (iv) shall not be subject to liquidation or exchange for another benefit; (eE) The Executive in the event that you become entitled to payments (the "Severance Payments") provided under paragraphs (B), (C), and (D), above, and Subsection (iv), below, if any of the Severance Payments will be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code, the Company shall pay to you at the time specified in paragraph (F), below, an additional amount (the "Gross-Up Payment") such that the net amount retained by you, after deduction of any Excise Tax on the Severance Payments and any federal and state and local income tax and Excise Tax upon the payment provided for by this paragraph, shall be equal to the Severance Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) any other payments or benefits received or to be received by you in connection with a change in control of the Company or your Termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change in control or any person affiliated with the Company or such person) shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G (b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by the Company's independent auditors and acceptable to you, such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax, (ii) the amount of the Severance Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Severance Payments or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (i), above), and (iii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of Termination of your employment, you shall repay to the Company at the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a reduction in Excise Tax and/or a federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the Termination of your employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess (plus any interest payable with respect to such excess) at the time that the amount of such excess if finally determined; (F) the payments provided for in paragraphs (B), (C) and (E) above, shall be made not later than the fifth day following the Date of Termination, provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Company, shall pay to you on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth day after the Date of Termination. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to you payable on the fifth day after demand by the Company (together with interest at the rate provided in Section 1274 (b) (2) (B) of the Code). In no event shall the Gross-Up Payment be made later than the end of the tax year following the year in which you paid the Excise Tax. (iv) If your employment shall be Terminated (A) by the Company other than for Cause, Retirement or Disability or (B) by you for Good Reason, then for a 24-month period immediately following such Termination of employment, the Company shall pay you on a monthly basis, pursuant to the Company's regular payroll timing, an amount equal to 25% of your monthly Base Salary being paid on your Date of Termination, to assist you in purchasing whatever benefits you choose during such period. (v) You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 (except as expressly provided in Section 4(d)(iii)) be reduced by any compensation earned by the Executive you as the result of employment by another employer or employer, by retirement benefits after benefits, by offset against any amount claimed to be owed by you to the Date of TerminationCompany, or otherwise. (f) The Executive shall be entitled to receive all benefits payable to the Executive under the Company pension and welfare benefit plans or any successor of such plan and any other plan or agreement relating to retirement benefits which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (g) The Executive shall be entitled to exercise all rights and to receive all benefits accruing to the Executive under any and all Company stock purchase and stock option plans or programs, or any successor to any such plans or programs, which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (h) The Company will indemnify the Executive (and the Executive's legal representative or other successors) to the fullest extent permitted (including payment of expenses in advance of final disposition of the proceeding) by the laws of the State of Minnesota, as in effect at the time of the subject act or omission, or the Articles of Incorporation and By-Laws of the Company as in effect at such time or on the date of this Agreement, whichever affords or afforded greater protection to the Executive; and the Executive shall be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and officers, against all costs, charges and expenses whatsoever incurred or sustained by the Executive or the Executive's legal representatives in connection with any action, suit or proceeding to which the Executive (or the Executive's legal representative or other successors) may be made a party by reason of the Executive's being or having been a director, officer or employee of the Company or any of its subsidiaries or his or her serving or having served any other enterprise as a director, officer or employee at the request of the Company, provided that the Company shall cause to be maintained in effect for not less than six years from the date of a Change in Control (to the extent available) policies of directors' and officers' liability insurance of at least the same coverage as those maintained by the Company on the date of this Agreement and containing terms and conditions which are no less advantageous than such policies. Notwithstanding anything herein to the contrary, if the Executive's employment is governed by a separate written employment agreement that provides benefits upon a termination of Amended and Restated Change in Control Agreement employment, the aggregate of any payments or benefits payable under such employment agreement shall offset and reduce the aggregate of payments and benefits under this Agreement.

Compensation Upon Termination or During Disability. Following a Change in Control of the Company, as defined in subsection 2(a), upon termination of the Executive's ’s employment or during a period of Disability, the Executive shall be entitled to the following benefits: (a) During any period that the Executive fails to perform full-time duties with the Company as a result of a Disability, the Company shall pay the Executive, the Executive's ’s base salary as in effect at the commencement of any such period and the amount of any other form or type of compensation otherwise payable for such period if the Executive were not so disabled, until such time as the Executive is determined to be eligible for long term disability benefits in accordance with the Company's ’s insurance programs then in effect or the Executive is terminated for “Disability.” (b) If the Executive's ’s employment shall be terminated by the Company for Cause or by the Executive other than for Good Reason or Disability, the Company shall pay to the Executive his or her full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligation to the Executive under this Agreement, except with respect to any benefits to which the Executive is entitled under any Company pension or welfare benefit plan, insurance program or as otherwise required by law. (c) If the Executive's ’s employment shall be terminated by the Company or by the Executive for Disability or Retirement, or by reason of death, the Company shall immediately commence payment to the Executive (or the Executive's ’s designated beneficiaries or estate, if no beneficiary is designated) of any and all benefits to which the Executive is entitled under the Company's ’s retirement and insurance programs then in effect. (d) If the Executive's ’s employment shall be terminated (A) by the Company other than for Cause, Retirement, Disability or the Executive's ’s death or (B) by the Executive for Good Reason, then the Executive shall be entitled to the benefits provided below: (i) The Company shall pay the Executive, through the Date of Termination, the Executive's ’s base salary as in effect at the time the Notice of Termination is given and any other form or type of compensation otherwise payable for such period;; Change in Control Agreement (ii) In lieu of any further salary payments for periods subsequent to the Date of Termination, the Company shall pay a severance payment (the "“Severance Payment"”) equal to two times the Executive's ’s Annual Compensation as defined below. For purposes of this Section 4, “Annual Compensation Compensation” shall mean the Executive's ’s annual salary (regardless of whether all or any portion of such salary has Amended and Restated Change in Control Agreement been contributed to a deferred compensation plan), the average annual Management Variable Compensation ("“MVC"”) earned by the Executive during the three (3) fiscal years immediately preceding the Date of Termination or, if less, the actual number of fiscal years the Executive has participated in the MVC plan, and any other type or form of compensation paid to the Executive by the Company (or any corporation (an “Affiliate”) affiliated with the Company within the meaning of Section 1504 of the Internal Revenue Code of 1986 as it may be amended from time to time (the “Code”)) and included in the Executive's ’s gross income for federal tax purposes during the 12-month period ending immediately prior to the Date of Termination, but excluding: a) any amount actually paid to the Executive as a cash payment of the target bonus (regardless of whether all or any portion of such Company bonus was contributed to a deferred compensation plan); b) compensation income recognized as a result of the exercise of stock options or sale of the stock so acquired; and c) any payments actually or constructively received from a plan or arrangement of deferred compensation between Company and the Executive. All of the items included in Annual Compensation shall be those in effect on the Date of Termination and shall be calculated without giving effect to any reduction in such compensation which that would constitute a breach of this Agreement. The Severance Payment shall be made in a single lump sum within 30 days after the Date of Termination; (iii) For the 24-month period after the Date of Termination, the Company shall arrange to provide, at its sole expense, the Executive with life, disability, accident and health insurance benefits substantially similar to those which the Executive is receiving or entitled to receive immediately prior to the Notice of Termination. The Executive shall be responsible for the payment of his or her portion of the premiums for such benefits, (recognizing that the Executive shall remain responsible for payment of the same relative percentage of total premiums as the Executive paid prior to the Date of Termination). The cost of providing such benefits shall be in addition to (and shall not reduce) the Severance Payment. Benefits otherwise receivable by the Executive pursuant to this paragraph (iii) shall be reduced to the extent comparable benefits are actually received by the Executive during such period, and any such benefits actually received by Executive shall be reported to the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). Amended and Restated Change in Control Agreement (e) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 (except as expressly provided in Section 4(d)(iii)) be reduced by any compensation earned by the Executive as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise. (f) The Executive shall be entitled to receive all benefits payable to the Executive under the Company pension and welfare benefit plans or any successor of such plan and any other plan or agreement relating to retirement benefits which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (g) The Executive shall be entitled to exercise all rights and to receive all benefits accruing to the Executive under any and all Company stock purchase and stock option plans or programs, or any successor to any such plans or programs, which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (h) The Company will indemnify the Executive (and the Executive's legal representative or other successors) to the fullest extent permitted (including payment of expenses in advance of final disposition of the proceeding) by the laws of the State of Minnesota, as in effect at the time of the subject act or omission, or the Articles of Incorporation and By-Laws of the Company as in effect at such time or on the date of this Agreement, whichever affords or afforded greater protection to the Executive; and the Executive shall be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and officers, against all costs, charges and expenses whatsoever incurred or sustained by the Executive or the Executive's legal representatives in connection with any action, suit or proceeding to which the Executive (or the Executive's legal representative or other successors) may be made a party by reason of the Executive's being or having been a director, officer or employee of the Company or any of its subsidiaries or his or her serving or having served any other enterprise as a director, officer or employee at the request of the Company, provided that the Company shall cause to be maintained in effect for not less than six years from the date of a Change in Control (to the extent available) policies of directors' and officers' liability insurance of at least the same coverage as those maintained by the Company on the date of this Agreement and containing terms and conditions which are no less advantageous than such policies. Notwithstanding anything herein to the contrary, if the Executive's employment is governed by a separate written employment agreement that provides benefits upon a termination of Amended and Restated Change in Control Agreement employment, the aggregate of any payments or benefits payable under such employment agreement shall offset and reduce the aggregate of payments and benefits under this Agreement.

Compensation Upon Termination or During Disability. Following a Change in Control of the Company, as defined in subsection 2(a), upon termination of the Executive's employment or during a period of Disability, the Executive shall be entitled to the following benefits: (a) During any period that the Executive fails to perform full-time duties with the Company as a result of a Disability, the Company shall pay the Executive, the Executive's base salary as in effect at the commencement of any such period and the amount of any other form or type of compensation otherwise payable for such period if the Executive were not so disabled, until such time as the Executive is determined to be eligible for long term disability benefits in accordance with the Company's insurance programs then in effect or the Executive is terminated for Disability. (b) If the Executive's employment shall be terminated by the Company for Cause or by the Executive other than for Good Reason Reason, Disability or DisabilityRetirement, the Company shall pay to the Executive his or her full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligation to the Executive under this Agreement, except with respect to any benefits to which the Executive is entitled under any Company pension or welfare benefit plan, insurance program or as otherwise required by law. (c) If the Executive's employment shall be terminated by the Company or by the Executive for Disability or Retirement, or by reason of death, the Company shall immediately commence payment to the Executive (or the Executive's designated beneficiaries or estate, if no beneficiary is designated) of any and all benefits to which the Executive is entitled under the Company's retirement and insurance programs then in effect. (d) If the Executive's employment shall be terminated (A) by the Company other than for Cause, Retirement, Disability or the Executive's death or (B) by the Executive for Good Reason, then the Executive shall be entitled to the benefits provided below: (i) The Company shall pay the Executive, through the Date of Termination, the Executive's base salary as in effect at the time the Notice of Termination is given and any other form or type of compensation otherwise payable for such period; (ii) In lieu of any further salary payments for periods subsequent to the Date of Termination, the Company shall pay a severance payment (the "Severance Payment") equal to two times the Executive's Annual Compensation as defined below. For purposes of this Section 4, "Annual Compensation Compensation" shall mean the Executive's annual salary (regardless of whether all or any portion of such salary has Amended and Restated Change in Control Agreement been contributed to a deferred compensation plan), the average annual Management Variable Compensation ("MVC") earned by amount of the Company bonus for which the Executive during is eligible upon attainment of 100% of the three target (3) fiscal years immediately preceding the Date regardless of Termination or, if less, the actual number whether such target bonus has been achieved or whether conditions of fiscal years the Executive has participated in the MVC plansuch target bonus are actually fulfilled), and any other type or form of compensation paid to the Executive by the Company (or any corporation (an "Affiliate") affiliated with the Company within the meaning of Section 1504 of the Internal Revenue Code of 1986 as it may be amended from time to time (the "Code")) and included in the Executive's gross income for federal tax purposes during the 12-month period ending immediately prior to the Date of Termination, but excluding: a) any amount actually paid to the Executive as a cash payment of the target bonus (regardless of whether all or any portion of such the Company bonus was contributed to a deferred compensation plan); b) compensation income recognized as a result of the exercise of stock options or sale of the stock so acquired; and c) any payments actually or constructively received from a plan or arrangement of deferred compensation between the Company and the Executive. All of the items included in Annual Compensation shall be those in effect on the Date of Termination and shall be calculated without giving effect to any reduction in such compensation which would constitute a breach of this Agreement. The Severance Payment shall be made in a single lump sum within 30 60 days after the Date of Termination; (iii) For the 24-month period after the Date of Termination, the Company shall arrange to provide, at its sole expense, the Executive with life, disability, accident and health insurance benefits substantially similar to those which the Executive is receiving or entitled to receive immediately prior to the Notice of Termination. The Executive shall be responsible for the payment of his or her portion of the premiums for such benefits, (recognizing that the Executive shall remain responsible for payment of the same relative percentage of total premiums as the Executive paid prior to the Date of Termination). The cost of providing such benefits shall be in addition to (and shall not reduce) the Severance Payment. Benefits otherwise receivable by the Executive pursuant to this paragraph (iii) shall be reduced to the extent comparable benefits are actually received by the Executive during such period, and any such benefits actually received by Executive shall be reported to the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). Amended and Restated Change in Control Agreement (e) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 (except as expressly provided in Section 4(d)(iii)) be reduced by any compensation earned by the Executive as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise. (f) The Executive shall be entitled to receive all benefits payable to the Executive under the Company pension and welfare benefit plans or any successor of such plan and any other plan or agreement relating to retirement benefits which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (g) The Executive shall be entitled to exercise all rights and to receive all benefits accruing to the Executive under any and all Company stock purchase and stock option plans or programs, or any successor to any such plans or programs, which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (h) The Company will indemnify the Executive (and the Executive's legal representative or other successors) to the fullest extent permitted (including payment of expenses in advance of final disposition of the proceeding) by the laws of the State of Minnesota, as in effect at the time of the subject act or omission, or the Articles of Incorporation and By-Laws of the Company as in effect at such time or on the date of this Agreement, whichever affords or afforded greater protection to the Executive; and the Executive shall be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and officers, against all costs, charges and expenses whatsoever incurred or sustained by the Executive or the Executive's legal representatives in connection with any action, suit or proceeding to which the Executive (or the Executive's legal representative or other successors) may be made a party by reason of the Executive's being or having been a director, officer or employee of the Company or any of its subsidiaries or his or her serving or having served any other enterprise as a director, officer or employee at the request of the Company, provided that the Company shall cause to be maintained in effect for not less than six years from the date of a Change in Control (to the extent available) policies of directors' and officers' liability insurance of at least the same coverage as those maintained by the Company on the date of this Agreement and containing terms and conditions which are no less advantageous than such policies. Notwithstanding anything herein to the contrary, if the Executive's employment is governed by a separate written employment agreement that provides benefits upon a termination of Amended and Restated Change in Control Agreement employment, the aggregate of any payments or benefits payable under such employment agreement shall offset and reduce the aggregate of payments and benefits under this Agreement.

Compensation Upon Termination or During Disability. Following a Change change in Control control of the Company, as defined in subsection 2(a), upon termination of the Executive's employment or during a period of Disability, the Executive shall be entitled to the following benefits:benefits during a period of disability or upon termination of the Executive's employment, as the case may be, provided that such period or termination occurs during the term of this Agreement. (a) During any period that the Executive fails to perform full-his full time duties with the Company as a result of a Disabilityincapacity due to physical or mental illness, the Company Executive shall pay the Executive, the Executive's continue to receive his base salary as at the rate in effect at the commencement of any such period and the amount of any other form or type of period, together with all compensation otherwise payable for such period if to the Executive were not so disabledunder the Company's disability plan or program or other similar plan during such period, until such time as this Agreement is terminated pursuant to Section 3(b) hereof. Thereafter, or in the event the Executive's employment shall be terminated by the Company or by the Executive is for Retirement, or by reason of the Executive's death, the Executive's benefits shall be determined to be eligible for long term disability benefits under the Company's retirement, insurance, other compensation programs or any employment contract then in effect in accordance with the Company's insurance terms of such programs then in effect or the Executive is terminated for Disabilitycontract. (b) If the Executive's employment shall be terminated by the Company for Cause or by the Executive other than for Good Reason Reason, Disability, death, or DisabilityRetirement, the Company shall pay to the Executive his or her Executive's full base salary through the Date date of Termination termination as determined by the Company at the rate in effect at the time the Notice of Termination is given and the Company shall have no further obligation to the Executive under this Agreementgiven, except with respect to any benefits plus all other amounts to which the Executive is entitled under any compensation plan of the Company pension or welfare benefit planat the time such payments are due, insurance program or as otherwise required by lawand the Company shall have no further obligations to the Executive under this Agreement. (c) If the Executive's employment shall be terminated by the Company or by the Executive for Disability or Retirement, or by reason of death, the Company shall immediately commence payment to the Executive (or the Executive's designated beneficiaries or estate, if no beneficiary is designated) of any and all benefits to which the Executive is entitled under the Company's retirement and insurance programs then in effect. (d) If the Executive's employment shall be terminated (A) by the Company reasons other than for Cause, Retirement, Disability Disability, or the Executive's death death, or (B) by if the Executive should terminate employment for Good Reason, then the Executive shall be entitled to the benefits provided below:. (i1) The Company shall pay the Executive, 's full base salary through the Date date of Termination, termination as determined by the Executive's base salary as Company at the rate in effect at the time the Notice of Termination is given and given, plus all other amounts to which the Executive is entitled under any other form or type compensation plan of compensation the Company at the time such payments are due, except as otherwise payable for such period;provided below. (ii2) In lieu of any further salary payments for periods subsequent to the Date date of Terminationtermination, the Company shall pay to the Executive a lump sum severance payment (the "Severance Payment") equal to the compensation, defined as current base salary plus annual bonus, that would have otherwise been payable over the two times (2) years subsequent to such termination. The annual bonus amount shall be deemed equal to the Executive's Annual Compensation as defined below. For purposes of this Section 4, Annual Compensation shall mean the Executive's annual salary (regardless of whether all or any portion average of such salary has Amended and Restated Change in Control Agreement been contributed to a deferred compensation plan), the average annual Management Variable Compensation ("MVC") earned by the Executive during over the three (3) fiscal years immediately preceding the Date of Termination or, if less, the actual number of fiscal years the Executive has participated in the MVC plan, and any other type or form of compensation paid to the Executive by the Company (or any corporation (an Affiliate) affiliated with the Company within the meaning of Section 1504 of the Internal Revenue Code of 1986 as it may be amended from time to time (the Code)) and included in the Executive's gross income for federal tax purposes during the 12-month year period ending immediately prior to the Date of Termination, but excluding: a) any amount actually paid to the Executive as a cash payment of the target bonus (regardless of whether all or any portion of such Company bonus was contributed to a deferred compensation plan); b) compensation income recognized as a result of the exercise of stock options or sale of the stock so acquired; and c) any payments actually or constructively received from a plan or arrangement of deferred compensation between Company and the Executive. All of the items included in Annual Compensation shall be those in effect on the Date of Termination and shall be calculated without occurrence giving effect to any reduction in such compensation which would constitute a breach of this Agreement. The Severance Payment shall be made in a single lump sum within 30 days after the Date of Termination; (iii) For the 24-month period after the Date of Termination, the Company shall arrange to provide, at its sole expense, the Executive with life, disability, accident and health insurance benefits substantially similar to those which the Executive is receiving or entitled to receive immediately prior rise to the Notice of Termination. The Executive shall be responsible for the payment of his or her portion of the premiums for such benefits, (recognizing that the Executive shall remain responsible for payment of the same relative percentage of total premiums as the Executive paid prior to the Date of Termination). The cost of providing such benefits shall be in addition to (and shall not reduce) the Severance Payment. Benefits otherwise receivable by the Executive pursuant to this paragraph (iii) shall be reduced to the extent comparable benefits are actually received by the Executive during such period, and any such benefits actually received by Executive shall be reported to the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). Amended and Restated Change in Control Agreement (e) The Executive shall not be required to mitigate the amount of any severance payment provided for in this Section 4 by seeking other employment or otherwise, nor 4(iii)(b) shall be made no later than the amount sixty (60) days following the date of any payment or benefit provided for in this Section 4 (except as expressly provided in Section 4(d)(iii)) be reduced by any compensation earned by the Executive as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwisetermination. (f3) The Executive shall be entitled to receive all the continuation of basic benefits payable coverage and continuing perquisites for two (2) years subsequent to the Executive under the Company pension and welfare benefit plans or any successor of such plan and any other plan or agreement relating to retirement benefits which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (g) The Executive shall be entitled to exercise all rights and to receive all benefits accruing to the Executive under any and all Company stock purchase and stock option plans or programs, or any successor to any such plans or programs, which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (h) The Company will indemnify the Executive (and the Executive's legal representative or other successors) to the fullest extent permitted (including payment of expenses in advance of final disposition of the proceeding) by the laws of the State of Minnesota, as in effect at the time of the subject act or omission, or the Articles of Incorporation and By-Laws of the Company as in effect at such time or on the date of this Agreementtermination. Such benefits consist of those benefits generally provided to executives and may include health insurance, whichever affords disability insurance, and retirement benefits, but shall not include life insurance or afforded greater protection to the Executive; and the Executive shall be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and officers, against all costs, charges and expenses whatsoever incurred or sustained by the Executive or the Executive's legal representatives in connection with any action, suit or proceeding to which the Executive (or the Executive's legal representative or other successors) may be made a party by reason of the Executive's being or having been a director, officer or employee of the Company or any of its subsidiaries or his or her serving or having served any other enterprise as a director, officer or employee at the request of the Company, provided that the Company shall cause to be maintained in effect for not less than six years from the date of a Change in Control (to the extent available) policies of directors' and officers' liability insurance of at least the same coverage as those maintained by the Company on the date of this Agreement and containing terms and conditions which are no less advantageous than such policies. Notwithstanding anything herein to the contrary, if the Executive's employment is governed by a separate written employment agreement that provides benefits upon a termination of Amended and Restated Change in Control Agreement employment, the aggregate of any payments or benefits payable under such employment agreement shall offset and reduce the aggregate of payments and benefits under this Agreementclub dues.

Compensation Upon Termination or During Disability. Following a Change in Control of the Company, as defined in subsection 2(a)Control, upon termination of the Executive's ’s employment or during a period of Disability, the Executive shall be entitled to the following benefits: (a) During any period that the Executive fails to perform full-time duties with the Company as a result of a DisabilityDisability as defined by any Company-sponsored disability insurance policy, the Company shall pay Executive the Executive, the Executive's base salary as of Executive at the rate in effect at the commencement of any such period and plus a pro rata portion of an amount equal to the amount of any other form or type of compensation otherwise payable year-end bonus paid to Executive for such period if the Executive were not so disabledfiscal year immediately preceding the Change in Control in accordance with the Company’s regular payroll practices, until such time as the Executive is determined to be eligible for long term disability benefits in accordance with the any Company's -sponsored disability insurance programs policy then in effect or the Executive is terminated for Disabilityeffect. (b) If the Executive's ’s employment shall be terminated by the Company for Cause or by the Executive other than for Good Reason or Disability, the Company shall pay to the Executive his or her full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligation to the Executive under this Agreement, except with respect to any accrued benefits to which the Executive is entitled under any Company pension or welfare benefit plan, insurance program or as may otherwise be required by law. (c) If the Executive's ’s employment shall be terminated by the Company or by the Executive for Disability or RetirementDisability, or by reason of death, the Company shall immediately commence payment pay to the Executive (or the Executive's ’s designated beneficiaries or estate, if no beneficiary is designated) of any and all benefits to which the Executive is entitled under the any Company's retirement and -sponsored insurance programs program then in effect.effect within thirty (30) days of such Disability or death. Any payment made to Executive in excess of those provided by any Company-sponsored disability insurance policy shall be paid in accordance with the requirements of and subject to the applicable definitions of Code Section 409A. (d) If Executive’s employment by the Executive's employment Company shall be terminated (A) by the Company other than for Cause, Retirement, Cause or Disability or the Executive's death or (B) by the Executive for Good Reason, then the Executive shall be entitled to each of the benefits provided by (i), (ii), (iii) and (iv) below:, subject to the provisions of (v) and (vi) below. All payments pursuant to this Section 4(d) shall be paid six (6) months after the Date of Termination or over the course of a specified period of time with respect to and as provided in subsection (iii); provided that an amount of such payments permitted by Section 409A of the Code, inclusive of Section 401(a)(17) of the Code, shall be paid to Executive in equal portions over the course of the first six (6) months after the Date of Termination in accordance with the Company’s normal payroll practices. (i) The the Company shall pay the Executive Executive, ’s full base salary through the Date of Termination, Termination at the Executive's base salary as rate in effect at the time the Notice of Termination is given and any other form or type of compensation otherwise payable for such period; (ii) In in lieu of any further salary payments for periods subsequent to the Date of Termination, the Company shall pay as a severance payment (the "“Severance Payment"”) an amount equal to two 2.99 times the Executive's Annual Compensation as defined below. For purposes average of this Section 4, Annual Compensation shall mean the Executive's annual salary (regardless of whether all or any portion of such salary has Amended and Restated Change in Control Agreement been contributed to a deferred compensation plan), the average annual Management Variable Compensation ("MVC") earned by the Executive during the three (3) fiscal years immediately preceding the Date of Termination or, if less, the actual number of fiscal years the Executive has participated in the MVC plan, and any other type or form of compensation which was paid to the Executive by the Company (or any corporation (an “Affiliate”) affiliated with the Company within the meaning of Section section 1504 of the Internal Revenue Code of 1986 as it may be amended from time to time (the “Code”)) and included in the Executive's ’s gross income for federal Federal income tax purposes during for the 12-month period ending immediately prior to five calendar years (or, if Executive has been employed by the Company for less than five, the number of complete calendar years of employment) (the “Base Period”) preceding the earlier of the calendar year in which a Change in Control of the Company occurred or the calendar year of the Date of Termination, but excluding: a. Such average shall be determined in accordance with regulations promulgated under section 280G(d) any amount actually of the Code. Compensation paid to Executive by the Executive as a cash payment Company (or an Affiliate) shall include every type and form of compensation included in Executive’s gross income in respect of Executive’s employment by the target bonus Company (regardless of whether all or any portion of such Company bonus was contributed to a deferred compensation planan Affiliate); b) , including compensation income recognized as a result of the exercise of stock options or sale of the stock so acquired; and c, except to the extent otherwise provided in regulations promulgated under section 280G(d) any payments actually or constructively received from a plan or arrangement of deferred compensation between Company and the Executive. All of the items included in Annual Compensation shall be those in effect on the Date of Termination and shall be calculated without giving effect to any reduction in such compensation which would constitute a breach of this Agreement. The Severance Payment shall be made in a single lump sum within 30 days after the Date of Termination;Code. (iii) For the 24-a 36 month period after the Date of Termination, the Company shall arrange to provide, at its sole expense, the provide Executive with life, disability, accident and health insurance benefits substantially similar to those which the Executive is receiving or entitled to receive immediately prior to the Notice of Termination. The Executive shall be responsible for the payment of his or her portion of the premiums for such benefits, benefits (recognizing that the Executive shall remain responsible for payment of the same relative percentage of total premiums as the Executive paid prior to the Date of Termination). The cost of providing such benefits shall be in addition to (and shall not reduce) the Severance Payment. Benefits otherwise receivable by the Executive pursuant to this paragraph (iii) shall be reduced to the extent comparable benefits are actually received by the Executive during such 36 month period, and any such benefits actually received by Executive shall be reported to the Company; and. (iv) The Except to the extent such payment would constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code as determined under subsection (d)(v) hereof, the Company shall also pay to the Executive all legal fees and expenses incurred by Executive in the event Executive as has a result of such bona fide claim for wrongful termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). Amended . (v) The Severance Payment shall be reduced by the value of benefits actually provided in (iii) above and Restated by the amount of any other payment or the value of any benefit received or to be received by Executive in connection with the termination of employment or contingent upon a Change in Control of the Company (whether payable pursuant to the terms of this Agreement, any other plan, agreement or arrangement with the Company or an Affiliate) unless (1) Executive shall have effectively waived receipt or enjoyment of such payment or benefit prior to the date of payment of the Severance Payment, (2) in the opinion of tax counsel selected by the Company and acceptable to Executive, such other payment or benefit does not constitute a “parachute payment” within the meaning of section 280G(b)(2) of the Code, or (3) in the opinion of such tax counsel, the Severance Payment (in its full amount or as partially reduced, as the case may be) plus all other payments or benefits which constitute “parachute payments” within the meaning of section 280G(b)(2) of the Code are reasonable compensation for services actually rendered, within the meaning of section 280G(b)(4) of the Code, and such payments are deductible by the Company. The value of any non-cash benefit or any deferred cash payment shall be determined by the Company in accordance with the principles of sections 280G(d)(3) and (4) of the Code. (vi) If it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding that, notwithstanding the good faith of Executive and the Company in applying the terms of this Subsection 4(d), the aggregate “parachute payments” paid to or for Executive’s benefit are in an amount that would result in any portion of such “parachute payments” not being deductible by the Company or its Affiliates by reason of section 280G of the Code, then Executive shall have an obligation to pay the Company upon demand an amount equal to the sum of (1) the excess of the aggregate “parachute payments” paid to or for Executive’s benefit over the aggregate “parachute payments” that would have been paid to or for Executive’s benefit without any portion of such “parachute payments” not being deductible by reason of section 280G of the Code; and (2) interest on the amount set forth in clause (1) of this sentence at the applicable Federal rate (as defined in section 1274(d) of the Code) from the date of Executive’s receipt of such excess until the date of such payment. (e) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 (except as expressly provided in Section 4(d)(iii)) be reduced by any compensation earned by the Executive as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise. (f) The Executive shall be entitled to receive all benefits payable to the Executive under the Company pension and welfare benefit plans or any successor of such plan and any other plan or agreement relating to retirement benefits which shall be otherwise except as specifically provided in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (g) The Executive shall be entitled to exercise all rights and to receive all benefits accruing to the Executive under any and all Company stock purchase and stock option plans or programs, or any successor to any such plans or programs, which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (h) The Company will indemnify the Executive (and the Executive's legal representative or other successors) to the fullest extent permitted (including payment of expenses in advance of final disposition of the proceeding) by the laws of the State of Minnesota, as in effect at the time of the subject act or omission, or the Articles of Incorporation and By-Laws of the Company as in effect at such time or on the date of this Agreement, whichever affords or afforded greater protection to the Executive; and the Executive shall be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and officers, against all costs, charges and expenses whatsoever incurred or sustained by the Executive or the Executive's legal representatives in connection with any action, suit or proceeding to which the Executive (or the Executive's legal representative or other successors) may be made a party by reason of the Executive's being or having been a director, officer or employee of the Company or any of its subsidiaries or his or her serving or having served any other enterprise as a director, officer or employee at the request of the Company, provided that the Company shall cause to be maintained in effect for not less than six years from the date of a Change in Control (to the extent available) policies of directors' and officers' liability insurance of at least the same coverage as those maintained by the Company on the date of this Agreement and containing terms and conditions which are no less advantageous than such policies. Notwithstanding anything herein to the contrary, if the Executive's employment is governed by a separate written employment agreement that provides benefits upon a termination of Amended and Restated Change in Control Agreement employment, the aggregate of any payments or benefits payable under such employment agreement shall offset and reduce the aggregate of payments and benefits under this Agreement.

Compensation Upon Termination or During Disability. Following a Change in Control of the Company, as defined in subsection 2(a), upon Upon termination of the Executive's employment or during a period of Disability, disability the Executive shall be entitled to the following compensation and benefits: (a) During any period that the Executive fails to perform full-time his duties with the Company hereunder as a result of a Disabilityincapacity due to physical or mental illness, the Company Executive shall pay the Executive, the Executive's continue to receive his base salary as at the annual rate in effect at the commencement of any such period and the amount of any other form or type of compensation otherwise payable for such period if the Executive were not so disabled, until such time as the Executive is determined to be eligible for long term disability benefits in accordance with the Company's insurance programs then in effect or the Executive his employment is terminated pursuant to subsection 6(a) hereof. The Employers shall also be jointly and severally obligated to pay Executive for Disabilitythe year in which he is terminated as a result of his disability any bonus that the Board determines to pay to Executive pursuant to subsection 3(c) hereof for the year in which Executive's employment is terminated. Any such bonus shall be paid as soon as practicable practicable following the first date such amounts can be paid without incurring additional tax under Section 409A of the Code. (b) If the Executive's employment shall be terminated terminated, at any time prior to a change in control, by the Company Employers for Cause proper cause or by the Executive him other than for Good Reason, the Executive shall be paid the Executive's base salary payable pursuant to subsection 3(a) hereof through the Date of Termination. (c) If the Executive's employment shall be terminated by reason of the Executive's death, the base salary at the annual rate then in effect shall be paid to the person designated from time to time in writing by the Executive and, if not so designated, to the Executive's estate for the period up to and including the date of Executive's death. The Employers shall also be jointly and severally obligated to pay such person or the estate, as the case may be, any bonus that the Board determines to pay to Executive pursuant to subsection 3(c) hereof for the year in which Executive's employment is terminated. Any such bonus shall be paid within 30 days of the Date of Termination. (d) If (i) the Executive's employment is terminated at any time (A) by the Employers other than for proper cause or (B) by the Executive for any Good Reason other than a change in control, or Disability(ii) either Employer is liquidated or the assets of either Employer are distributed to a liquidating trust, the Employers shall be jointly and severally obligated to pay the Executive no later than thirty days after the Date of Termination an amount equal to the greater of (x) the aggregate amount of base salary that would have become payable to the Executive pursuant to Section 3(a) from the Date of Termination through the expiration of the Employment Period and (y) $375,000, plus in each of clause (x) or (y) above, a pro rata portion (based on the number of days that Executive was employed by the Employers during the Contract Year in which employment terminated), of any annual bonus paid or payable for the immediately preceding Contract Year (or calendar year if there has not been a previous Contract Year). Notwithstanding the foregoing, such amounts shall be paid as soon as practicable following the first date such amounts can be paid without incurring additional tax under Section 409A of the Code. (e) If the Executive's employment shall be terminated by the Executive for Good Reason solely as a result of a change in control, the Employers shall be jointly and severally obligated to pay to Executive, within 30 days from the Date of the Termination an amount equal to, (1) 2.5 times the annual base salary payable to Executive pursuant to Section 3(a) hereof, plus (2) a pro rata portion (based on the number of days that Executive was employed by the Employers during the Contract Year in which employment terminated) of any annual bonus paid or payable for the immediately preceding Contract Year (or calendar year if there has not been a previous Contract Year). Notwithstanding the foregoing, such amounts shall be paid as soon as practicable following the first date such amounts can be paid without incurring additional tax under Section 409A of the Code. (f) Notwithstanding the foregoing, to the extent any of the payments payable under Section 9(d) and/or Section 9(e), as the case may be, would constitute an "excess" parachute payment under Section 280G of the Code and by reason of such excess parachute payment Executive would be subject to an excise tax under Section 4999(a) of the Code (as determined by Executive's tax advisor), then the payments shall be reduced to the largest amount that can be received by Executive without incurring an excise tax under Section 4999(a) of the Code (as determined by Executive's tax advisor); provided, however, that such reduction shall occur only if the after-tax value of the benefits to Executive calculated with the foregoing reduction exceed those calculated without the foregoing reduction. It is the Executive's preference that all amounts not paid to Executive by reason of a reduction hereunder shall be paid by the Employers in equal amounts to Princeton University'sWoodrow ▇▇▇▇▇▇ School of Public, International Affairs and the National Trust for Historic Preservation; and the Weill Medical College of Cornell University (to be applied for student scholarships for international study), provided that the Executive is not a director or trustee of such charities; further, provided, that the Employers shall not be under any obligation to make any such payments to such charities. (g) Notwithstanding anything contained in the Agreement, Executive hereby waives the right to receive any payments under the Second Restatement or this Agreement solely as a result of a change in control of the Company arising out of the Merger. (h) Executive shall have the right to defer receipt of all payments to be made pursuant to this Agreement, including, without limitation, Section 9(d) and/or Section 9(e) hereof, as the case may be, provided such deferrals do not subject the Executive to additional tax under Section 409A of the Code. (i) If the Executive's employment is terminated for any reason whatsoever (other than by the Employers for proper cause), including by reason of expiration of its term, the Company shall assign to Executive, without the payment of any consideration by the Executive, all of the Company's right, title and interest in and to that certain Split Dollar Life Insurance Agreement dated November 18, 1993 between Wellsford Residential Property Trust and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as modified by the Split Dollar Life Insurance Agreement dated December 11, 1995 and the related insurance policies referred to therein, and in connection therewith the Company shall be deemed to have automatically waived repayment of any paid or accrued premiums with respect to such policy. These benefits shall be administered in a manner that does not subject the Executive to additional tax under Section 409A of the Code. (j) If the Executive's employment is terminated for any reason whatsoever (other than by the Employers for proper cause), all theretofore unvested stock options, restricted options, restricted stock, restricted stock units and other awards issued to Executive shall vest immediately prior to such termination. (k) If the Executive's employment is terminated at any time following a change in control, for proper cause, the Employers shall be jointly and severally obligated to pay to the Executive his or her full base salary through the Date of Termination at the higher of the rate in effect at the time Notice of Termination is given and the Company shall have no further obligation rate in effect immediately prior to the change in control. (l) In addition to all other amounts payable to the Executive under this AgreementSection 9, except with respect to any benefits to which the Executive is entitled under any Company pension or welfare benefit plan, insurance program or as otherwise required by law. (c) If the Executive's employment shall be terminated by the Company or by the Executive for Disability or Retirement, or by reason of death, the Company shall immediately commence payment to the Executive (or the Executive's designated beneficiaries or estate, if no beneficiary is designated) of any and all benefits to which the Executive is entitled under the Company's retirement and insurance programs then in effect. (d) If the Executive's employment shall be terminated (A) by the Company other than for Cause, Retirement, Disability or the Executive's death or (B) by the Executive for Good Reason, then the Executive shall be entitled to receive all benefits payable to him under the Employers' pension plans applicable to him and any other plan or agreement relating to retirement benefits provided below: including, without limitation, any deferred compensation arrangements (i) The Company shall pay but subject to any then existing deferral elections of Executive), as in effect upon the Executive, through the Date occurrence of Termination, a change in control or the Executive's base salary as in effect at employment with either Employer being terminated for any reason whatsoever (other than by the time the Notice Employers for proper cause), including by reason of Termination is given and any other form or type expiration of compensation otherwise payable for such period;its term. (ii) In lieu of any further salary payments for periods subsequent to the Date of Termination, the Company shall pay a severance payment (the "Severance Payment") equal to two times the Executive's Annual Compensation as defined below. For purposes of this Section 4, Annual Compensation shall mean the Executive's annual salary (regardless of whether all or any portion of such salary has Amended and Restated Change in Control Agreement been contributed to a deferred compensation plan), the average annual Management Variable Compensation ("MVC") earned by the Executive during the three (3) fiscal years immediately preceding the Date of Termination or, if less, the actual number of fiscal years the Executive has participated in the MVC plan, and any other type or form of compensation paid to the Executive by the Company (or any corporation (an Affiliate) affiliated with the Company within the meaning of Section 1504 of the Internal Revenue Code of 1986 as it may be amended from time to time (the Code)) and included in the Executive's gross income for federal tax purposes during the 12-month period ending immediately prior to the Date of Termination, but excluding: a) any amount actually paid to the Executive as a cash payment of the target bonus (regardless of whether all or any portion of such Company bonus was contributed to a deferred compensation plan); b) compensation income recognized as a result of the exercise of stock options or sale of the stock so acquired; and c) any payments actually or constructively received from a plan or arrangement of deferred compensation between Company and the Executive. All of the items included in Annual Compensation shall be those in effect on the Date of Termination and shall be calculated without giving effect to any reduction in such compensation which would constitute a breach of this Agreement. The Severance Payment shall be made in a single lump sum within 30 days after the Date of Termination; (iii) For the 24-month period after the Date of Termination, the Company shall arrange to provide, at its sole expense, the Executive with life, disability, accident and health insurance benefits substantially similar to those which the Executive is receiving or entitled to receive immediately prior to the Notice of Termination. The Executive shall be responsible for the payment of his or her portion of the premiums for such benefits, (recognizing that the Executive shall remain responsible for payment of the same relative percentage of total premiums as the Executive paid prior to the Date of Termination). The cost of providing such benefits shall be in addition to (and shall not reduce) the Severance Payment. Benefits otherwise receivable by the Executive pursuant to this paragraph (iii) shall be reduced to the extent comparable benefits are actually received by the Executive during such period, and any such benefits actually received by Executive shall be reported to the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). Amended and Restated Change in Control Agreement (em) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 4 9 or elsewhere in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 (except as expressly provided 9 or elsewhere in Section 4(d)(iii)) this Agreement be reduced by any compensation earned by the Executive him as the result of employment by another employer or by retirement benefits after the Date of Termination, or as a result of services performed by him as permitted under subsection 1(b) hereof, or otherwise, except as specifically provided in this Section 9. (fn) The In the event the Executive's employment hereunder is terminated for any reason whatsoever (except by the Employers for proper cause), the Employers agree to continue, at their own cost and expense, the medical, hospitalization, dental and life insurance benefits available to the Executive shall be entitled to receive all benefits payable (and any of his dependents who as on such date of termination were covered thereunder) at the time his employment is terminated from such date of termination through the later of (i) the Termination Date and (ii) 18 months from such date of termination; provided, however, that if such continued participation would result in additional tax to the Executive under Section 409A of the Company pension Code, the Executive will be required to pay his own premiums for such benefits coverage and welfare benefit plans or any successor then, as soon as practicable following the first date such payment can be made without incurring additional tax under Section 409A of the Code, the Executive will be paid an amount such that, after payment of income taxes, the Executive is fully reimbursed for the cost of such plan premiums. If the terms of the Employers' health, dental and any other plan or agreement relating to retirement benefits which shall be in addition to, and life insurance plans do not reduced by, any other amounts payable to the Executive under this Section 4. (g) The Executive shall be entitled to exercise all rights and to receive all benefits accruing to the Executive under any and all Company stock purchase and stock option plans or programs, or any successor to any such plans or programs, which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (h) The Company will indemnify permit the Executive (and the Executive's legal representative or other successorsany of his dependents who as on such date of termination were covered thereunder) to be insured thereunder when he is no longer an employee, then the fullest extent permitted (including payment of expenses in advance of final disposition of the proceeding) by the laws of the State of Minnesota, as in effect at the time of the subject act or omission, or the Articles of Incorporation Employers will be jointly and By-Laws of the Company as in effect at such time or on the date of this Agreement, whichever affords or afforded greater protection severally obligated to pay to the Executive; and , as soon as practicable, following the first date such payment can be made without incurring additional tax under Section 409A of the Code, an amount such that after payment of income taxes, the Executive shall be entitled to the protection is fully reimbursed for his cost of any insurance policies the Company may elect to maintain generally for the benefit of its directors and officersproviding such benefits. In addition, against all costs, charges and expenses whatsoever incurred or sustained by the Executive or the Executive's legal representatives in connection with any action, suit or proceeding to which the Executive (or the Executive's legal representative or other successors) may be made a party by reason of the Executive's being or having been a director, officer or employee of the Company or any of its subsidiaries or his or her serving or having served any other enterprise as a director, officer or employee at the request of the Company, provided that the Company shall cause to be maintained in effect for not less than six years from the date of a Change in Control (to the extent available) policies he remains eligible (provided the Executive may at any time supplement any cost necessary to allow for continued eligibility as provided under the terms of directorsthe applicable policy), the Executive may continue participation in the Employers' and officers' liability insurance of at least long-term disability plan on the same coverage basis as those maintained by the Company on the date of this Agreement and containing terms and conditions which are no less advantageous than such policies. Notwithstanding anything herein provided prior to the contrary, if the Executive's employment is governed by a separate written employment agreement that provides benefits upon a his termination of Amended and Restated Change in Control Agreement employment, at his own cost and expense, through the aggregate of any payments or benefits payable under such employment agreement shall offset and reduce the aggregate of payments and benefits under this AgreementTermination Date.

Compensation Upon Termination or During Disability. Following a Change in Control of the Company, as defined in subsection 2(a), upon termination of the Executive's employment or during a period of Disability, the Executive shall be entitled to the following benefits: (a) During any period that the Executive fails to perform full-time duties with the Company as a result of a Disability, the Company shall pay the Executive, the Executive's base salary as in effect at the commencement of any such period and the amount of any other form or type of compensation otherwise payable for such period if the Executive were not so disabled, until such time as the Executive is determined to be eligible for long term disability benefits in accordance with the Company's insurance programs then in effect or the Executive is terminated for Disability.” (b) If the Executive's employment shall be terminated by the Company for Cause or by the Executive other than for Good Reason or Disability, the Company shall pay to the Executive his or her full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligation to the Executive under this Agreement, except with respect to any benefits to which the Executive is entitled under any Company pension or welfare benefit plan, insurance program or as otherwise required by law.. Change in Control Agreement (c) If the Executive's employment shall be terminated by the Company or by the Executive for Disability or RetirementRetire­ment, or by reason of death, the Company shall immediately commence payment to the Executive (or the Executive's designated beneficiaries or estate, if no beneficiary is designated) of any and all benefits to which the Executive is entitled under the Company's retirement and insurance programs then in effect. (d) If the Executive's employment shall be terminated (A) by the Company other than for Cause, Retirement, Disability or the Executive's ’s death or (B) by the Executive for Good Reason, then the Executive shall be entitled to the benefits provided below: (i) The Company shall pay the Executive, through the Date of Termination, the Executive's base salary as in effect at the time the Notice of Termination is given and any other form or type of compensation otherwise payable for such period; (ii) In lieu of any further salary payments for periods subsequent to the Date of Termination, the Company shall pay a severance payment (the "“Severance Payment"”) equal to two times the Executive's Annual Compensation as defined below. For purposes of this Section 4, “Annual Compensation Compensation” shall mean the Executive's ’s annual salary (regardless of whether all or any portion of such salary has Amended and Restated Change in Control Agreement been contributed to a deferred compensation plan), the average annual Management Executive Variable Compensation ("MVC"“EVC”) earned by the Executive during the three (3) fiscal years immediately preceding the Date of Termination or, if less, the actual number of fiscal years the Executive has participated in the MVC EVC plan, and any other type or form of compensation paid to the Executive by the Company (or any corporation (an “Affiliate”) affiliated with the Company within the meaning of Section 1504 of the Internal Revenue Code of 1986 as it may be amended from time to time (the “Code”)) and included in the Executive's ’s gross income for federal tax purposes during the 12-month period ending immediately prior to the Date of Termination, but excluding: a) any amount actually paid to the Executive as a cash payment of the target bonus (regardless of whether all or any portion of such Company bonus was contributed to a deferred compensation plan); b) compensation income recognized as a result of the exercise of stock options or sale of the stock so acquired; and c) any payments actually or constructively received from a plan or arrangement of deferred compensation between Company and the Executive. All of the items included in Annual Compensation shall be those in effect on the Date of Termination and shall be calculated without giving effect to any reduction in such compensation which that would constitute a breach of this Agreement. The Severance Payment shall be made in a single lump sum within 30 days after the Date of Termination; (iii) For the 24-month period after the Date of Termination, the Company shall arrange to provide, at its sole expense, the Executive with life, disability, accident and health insurance benefits substantially similar to those which the Executive is receiving or entitled to receive immediately prior to the Notice of Termination. The Executive shall be responsible for the payment of his or her portion of the premiums for such benefits, (recognizing that the Executive shall remain responsible for payment of the same relative percentage of total premiums as the Executive paid prior to the Date of Termination). The cost of providing such benefits shall be in addition to (and shall not reduce) the Severance Payment. Benefits otherwise receivable by the Executive pursuant to this paragraph (iii) shall be reduced to the extent comparable benefits are actually received by the Executive during such period, and any such benefits actually received by Executive shall be reported to the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). Amended and Restated Change in Control Agreement (e) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 (except as expressly provided in Section 4(d)(iii)) be reduced by any compensation earned by the Executive as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise. (f) The Executive shall be entitled to receive all benefits payable to the Executive under the Company pension and welfare benefit plans or any successor of such plan and any other plan or agreement relating to retirement benefits which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (g) The Executive shall be entitled to exercise all rights and to receive all benefits accruing to the Executive under any and all Company stock purchase and stock option plans or programs, or any successor to any such plans or programs, which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (h) The Company will indemnify the Executive (and the Executive's legal representative or other successors) to the fullest extent permitted (including payment of expenses in advance of final disposition of the proceeding) by the laws of the State of Minnesota, as in effect at the time of the subject act or omission, or the Articles of Incorporation and By-Laws of the Company as in effect at such time or on the date of this Agreement, whichever affords or afforded greater protection to the Executive; and the Executive shall be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and officers, against all costs, charges and expenses whatsoever incurred or sustained by the Executive or the Executive's legal representatives in connection with any action, suit or proceeding to which the Executive (or the Executive's legal representative or other successors) may be made a party by reason of the Executive's being or having been a director, officer or employee of the Company or any of its subsidiaries or his or her serving or having served any other enterprise as a director, officer or employee at the request of the Company, provided that the Company shall cause to be maintained in effect for not less than six years from the date of a Change in Control (to the extent available) policies of directors' and officers' liability insurance of at least the same coverage as those maintained by the Company on the date of this Agreement and containing terms and conditions which are no less advantageous than such policies. Notwithstanding anything herein to the contrary, if the Executive's employment is governed by a separate written employment agreement that provides benefits upon a termination of Amended and Restated Change in Control Agreement employment, the aggregate of any payments or benefits payable under such employment agreement shall offset and reduce the aggregate of payments and benefits under this Agreement.

Compensation Upon Termination or During Disability. Following a Change in Control of the Company, as defined in subsection 2(a), upon termination of the Executive's ’s employment or during a period of Disability, the Executive shall be entitled to the following benefits: (a) During any period that the Executive fails to perform full-time duties with the Company as a result of a Disability, the Company shall pay the Executive, the Executive's ’s base salary as in effect at the commencement of any such period and the amount of any other form or type of compensation otherwise payable for such period if the Executive were not so disabled, until such time as the Executive is determined to be eligible for long term disability benefits in accordance with the Company's ’s insurance programs then in effect or the Executive is terminated for Disability. (b) If the Executive's ’s employment shall be terminated by the Company for Cause or by the Executive other than for Good Reason or Disability, the Company shall pay to the Executive his or her full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligation to the Executive under this Agreement, except with respect to any benefits to which the Executive is entitled under any Company pension or welfare benefit plan, insurance program or as otherwise required by law. (c) If the Executive's ’s employment shall be terminated by the Company or by the Executive for Disability or Retirement, or by reason of death, the Company shall immediately commence payment to the Executive (or the Executive's ’s designated beneficiaries or estate, if no beneficiary is designated) of any and all benefits to which the Executive is entitled under the Company's ’s retirement and insurance programs then in effect. (d) If the Executive's ’s employment shall be terminated (A) by the Company other than for Cause, Retirement, Disability or the Executive's ’s death or (B) by the Executive for Good Reason, then the Executive shall be entitled to the benefits provided below: (i) The Company shall pay the Executive, through the Date of Termination, the Executive's ’s base salary as in effect at the time the Notice of Termination is given and any other form or type of compensation otherwise payable for such period; (ii) In lieu of any further salary payments for periods subsequent to the Date of Termination, the Company shall pay a severance payment (the "“Severance Change in Control Agreement Payment"”) equal to two times the Executive's ’s Annual Compensation as defined below. For purposes of this Section 4, Annual Compensation shall mean the Executive's ’s annual salary (regardless of whether all or any portion of such salary has Amended and Restated Change in Control Agreement been contributed to a deferred compensation plan), the average annual Management Variable Compensation ("“MVC"”) earned by the Executive during the three (3) fiscal years immediately preceding the Date of Termination or, if less, the actual number of fiscal years the Executive has participated in the MVC plan, and any other type or form of compensation paid to the Executive by the Company (or any corporation (an Affiliate) affiliated with the Company within the meaning of Section 1504 of the Internal Revenue Code of 1986 as it may be amended from time to time (the Code)) and included in the Executive's ’s gross income for federal tax purposes during the 12-month period ending immediately prior to the Date of Termination, but excluding: a) any amount actually paid to the Executive as a cash payment of the target bonus (regardless of whether all or any portion of such Company bonus was contributed to a deferred compensation plan); b) compensation income recognized as a result of the exercise of stock options or sale of the stock so acquired; and c) any payments actually or constructively received from a plan or arrangement of deferred compensation between Company and the Executive. All of the items included in Annual Compensation shall be those in effect on the Date of Termination and shall be calculated without giving effect to any reduction in such compensation which would constitute a breach of this Agreement. The Severance Payment shall be made in a single lump sum within 30 days after the Date of Termination; (iii) For the 24-month period after the Date of Termination, the Company shall arrange to provide, at its sole expense, the Executive with life, disability, accident and health insurance benefits substantially similar to those which the Executive is receiving or entitled to receive immediately prior to the Notice of Termination. The Executive shall be responsible for the payment of his or her portion of the premiums for such benefits, (recognizing that the Executive shall remain responsible for payment of the same relative percentage of total premiums as the Executive paid prior to the Date of Termination). The cost of providing such benefits shall be in addition to (and shall not reduce) the Severance Payment. Benefits otherwise receivable by the Executive pursuant to this paragraph (iii) shall be reduced to the extent comparable benefits are actually received by the Executive during such period, and any such benefits actually received by Executive shall be reported to the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such Change in Control Agreement fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). Amended and Restated Change in Control Agreement. (e) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 (except as expressly provided in Section 4(d)(iii)) be reduced by any compensation earned by the Executive as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise. (f) The Executive shall be entitled to receive all benefits payable to the Executive under the Company pension and welfare benefit plans or any successor of such plan and any other plan or agreement relating to retirement benefits which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (g) The Executive shall be entitled to exercise all rights and to receive all benefits accruing to the Executive under any and all Company stock purchase and stock option plans or programs, or any successor to any such plans or programs, which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (h) The Company will indemnify the Executive (and the Executive's ’s legal representative or other successors) to the fullest extent permitted (including payment of expenses in advance of final disposition of the proceeding) by the laws of the State of Minnesota, as in effect at the time of the subject act or omission, or the Articles of Incorporation and By-Laws of the Company as in effect at such time or on the date of this Agreement, whichever affords or afforded greater protection to the Executive; and the Executive shall be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and officers, against all costs, charges and expenses whatsoever incurred or sustained by the Executive or the Executive's ’s legal representatives in connection with any action, suit or proceeding to which the Executive (or the Executive's ’s legal representative or other successors) may be made a party by reason of the Executive's ’s being or having been a director, officer or employee of the Company or any of its subsidiaries or his or her serving or having served any other enterprise as a director, officer or employee at the request of the Company, provided that the Company shall cause to be maintained in effect for not less than six years from the date of a Change in Control (to the extent available) policies of directors' ’ and officers' ’ liability insurance of at least the same coverage as those maintained by the Company on the date of this Agreement and containing terms and conditions which are no less advantageous than such policies. Notwithstanding anything herein to the contrary, if the Executive's employment is governed by a separate written employment agreement that provides benefits upon a termination of Amended and Restated Change in Control Agreement employment, the aggregate of any payments or benefits payable under such employment agreement shall offset and reduce the aggregate of payments and benefits under this Agreement.

Compensation Upon Termination or During Disability. Following a -------------------------------------------------- Change in Control of the Company, as defined in subsection 2(a), upon termination of the Executive's employment or during a period of Disability, the Executive shall be entitled to the following benefits: (a) During any period that the Executive fails to perform full-time duties with the Company as a result of a Disability, the Company shall pay the Executive, the Executive's base salary as in effect at the commencement of any such period and the amount of any other form or type of compensation otherwise payable for such period if the Executive were not so disabled, until such time as the Executive is determined to be eligible for long term disability benefits in accordance with the Company's insurance programs then in effect or the Executive is terminated for Disability. (b) If the Executive's employment shall be terminated by the Company for Cause or by the Executive other than for Good Reason or Disability, the Company shall pay to the Executive his or her full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligation to the Executive under this Agreement, except with respect to any benefits to which the Executive is entitled under any Company pension or welfare benefit plan, insurance program or as otherwise required by law. (c) If the Executive's employment shall be terminated by the Company or by the Executive for Disability or RetirementDisability, or by reason of death, the Company shall immediately commence payment to the Executive (or the Executive's designated beneficiaries or estate, if no beneficiary is designated) of any and all benefits to which the Executive is entitled under the Company's retirement and insurance programs then in effect. (d) If the Executive's employment shall be terminated (A) by the Company other than for Cause, Retirement, Disability or the Executive's death or (B) by the Executive for Good Reason, then the Executive shall be entitled to the benefits provided below: (i) The Company shall pay the Executive, through the Date of Termination, the Executive's base salary as in effect at the time the Notice of Termination is given and any other form or type of compensation otherwise payable for such period; (ii) In lieu of any further salary payments for periods subsequent to the Date of Termination, the Company shall pay a severance payment (the "Severance Payment") equal to two times the Executive's Annual Compensation as defined below. For purposes of this Section 4, "Annual Compensation Compensation" shall mean the Executive's annual salary (regardless of whether all or any portion of such salary has Amended and Restated Change in Control Agreement been contributed to a deferred compensation plan), the average annual Management Variable Compensation amount of the Company bonus for which the Executive is eligible upon attainment of 100% of the target ("MVC") earned regardless of whether such target bonus has been achieved or whether conditions of such target bonus are actually fulfilled), the amount contributed on behalf of the Executive by the Executive during Company as a profit sharing contribution to the three (3) fiscal years Company's qualified retirement plan for the plan year ended immediately preceding prior to the Date of Termination or, if less, the actual number of fiscal years the Executive has participated Change in the MVC planControl, and any other type or form of compensation paid to the Executive by the Company (or any corporation (an "Affiliate") affiliated with the Company within the meaning of Section 1504 of the Internal Revenue Code of 1986 as it may be amended from time to time (the "Code")) and included in the Executive's gross income for federal tax purposes during the 12-month period ending immediately prior to the Date of Termination, but excluding: a) any amount actually paid to the Executive as a cash payment of the target bonus (regardless of whether all or any portion of such the Company bonus was contributed to a deferred compensation plan); b) compensation income recognized as a result of the exercise of stock options or sale of the stock so acquired; and c) any payments actually or constructively received from a plan or arrangement of deferred compensation between the Company and the Executive. All of the items included in Annual Compensation shall be those in effect on the Date of Termination and shall be calculated without giving effect to any reduction in such compensation which would constitute a breach of this Agreement. The Severance Payment shall be made in a single lump sum within 30 60 days after the Date of Termination; (iii) For the 24-month period after the Date of Termination, the Company shall arrange to provide, at its sole expense, the Executive with life, disability, accident and health insurance benefits substantially similar to those which the Executive is receiving or entitled to receive immediately prior to the Notice of Termination. The Executive shall be responsible for the payment of his or her portion of the premiums for such benefits, (recognizing that the Executive shall remain responsible for payment of the same relative percentage of total premiums as the Executive paid prior to the Date of Termination). The cost of providing such benefits shall be in addition to (and shall not reduce) the Severance Payment. Benefits otherwise receivable by the Executive pursuant to this paragraph (iii) shall be reduced to the extent comparable benefits are actually received by the Executive during such period, and any such benefits actually received by Executive shall be reported to the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). Amended and Restated Change in Control Agreement (e) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 (except as expressly provided in Section 4(d)(iii)) be reduced by any compensation earned by the Executive as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise. (f) The Executive shall be entitled to receive all benefits payable to the Executive under the Company pension and welfare benefit plans or any successor of such plan and any other plan or agreement relating to retirement benefits which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (g) The Executive shall be entitled to exercise all rights and to receive all benefits accruing to the Executive under any and all Company stock purchase and stock option plans or programs, or any successor to any such plans or programs, which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (h) The Company will indemnify the Executive (and the Executive's legal representative or other successors) to the fullest extent permitted (including payment of expenses in advance of final disposition of the proceeding) by the laws of the State of Minnesota, as in effect at the time of the subject act or omission, or the Articles of Incorporation and By-Laws of the Company as in effect at such time or on the date of this Agreement, whichever affords or afforded greater protection to the Executive; and the Executive shall be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and officers, against all costs, charges and expenses whatsoever incurred or sustained by the Executive or the Executive's legal representatives in connection with any action, suit or proceeding to which the Executive (or the Executive's legal representative or other successors) may be made a party by reason of the Executive's being or having been a director, officer or employee of the Company or any of its subsidiaries or his or her serving or having served any other enterprise as a director, officer or employee at the request of the Company, provided that the Company shall cause to be maintained in effect for not less than six years from the date of a Change in Control (to the extent available) policies of directors' and officers' liability insurance of at least the same coverage as those maintained by the Company on the date of this Agreement and containing terms and conditions which are no less advantageous than such policies. Notwithstanding anything herein to the contrary, if the Executive's employment is governed by a separate written employment agreement that provides benefits upon a termination of Amended and Restated Change in Control Agreement employment, the aggregate of any payments or benefits payable under such employment agreement shall offset and reduce the aggregate of payments and benefits under this Agreement.

Compensation Upon Termination or During Disability. Following a Change in Control of the Company, as defined in subsection 2(a), upon termination of the Executive's employment or during a period of Disability, the Executive shall be entitled to the following benefits: (a) During any period that the Executive fails to perform full-time duties with the Company as a result of a Disability, the Company shall pay the Executive, the Executive's base salary as in effect at the commencement of any such period and the amount of any other form or type of compensation otherwise payable for such period if the Executive were not so disabled, until such time as the Executive is determined to be eligible for long term disability benefits in accordance with the Company's insurance programs then in effect or the Executive is terminated for Disability. (b) If the Executive's employment shall be terminated by the Company for Cause or by the Executive other than for Good Reason or Disability, the Company shall pay to the Executive his or her full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligation to the Executive under this Agreement, except with respect to any benefits to which the Executive is entitled under any Company pension or welfare benefit plan, insurance program or as otherwise required by law. (c) If the Executive's employment shall be terminated by the Company or by the Executive for Disability or Retirement, or by reason of death, the Company shall immediately commence payment to the Executive (or the Executive's designated beneficiaries or estate, if no beneficiary is designated) of any and all benefits to which the Executive is entitled under the Company's retirement and insurance programs then in effect. (d) If the Executive's employment shall be terminated (A) by the Company other than for Cause, Retirement, Disability or the Executive's death or (B) by the Executive for Good Reason, then the Executive shall be entitled to the benefits provided below: (i) The Company shall pay the Executive, through the Date of Termination, the Executive's base salary as in effect at the time the Notice of Termination is given and any other form or type of compensation otherwise payable for such period; (ii) In lieu of any further salary payments for periods subsequent to the Date of Termination, the Company shall pay a severance payment (the "Severance Payment") equal to two times the Executive's Annual Compensation as defined below. For purposes of this Section 4, Annual Compensation shall mean the Amended and Restated Change in Control Agreement Executive's annual salary (regardless of whether all or any portion of such salary has Amended and Restated Change in Control Agreement been contributed to a deferred compensation plan), the average annual Management Variable Compensation ("MVC") earned by the Executive during the three (3) fiscal years immediately preceding the Date of Termination or, if less, the actual number of fiscal years the Executive has participated in the MVC plan, and any other type or form of compensation paid to the Executive by the Company (or any corporation (an Affiliate) affiliated with the Company within the meaning of Section 1504 of the Internal Revenue Code of 1986 as it may be amended from time to time (the Code)) and included in the Executive's gross income for federal tax purposes during the 12-month period ending immediately prior to the Date of Termination, but excluding: a) any amount actually paid to the Executive as a cash payment of the target bonus (regardless of whether all or any portion of such Company bonus was contributed to a deferred compensation plan); b) compensation income recognized as a result of the exercise of stock options or sale of the stock so acquired; and c) any payments actually or constructively received from a plan or arrangement of deferred compensation between Company and the Executive. All of the items included in Annual Compensation shall be those in effect on the Date of Termination and shall be calculated without giving effect to any reduction in such compensation which would constitute a breach of this Agreement. The Severance Payment shall be made in a single lump sum within 30 days after the Date of Termination; (iii) For the 24-month period after the Date of Termination, the Company shall arrange to provide, at its sole expense, the Executive with life, disability, accident and health insurance benefits substantially similar to those which the Executive is receiving or entitled to receive immediately prior to the Notice of Termination. The Executive shall be responsible for the payment of his or her portion of the premiums for such benefits, (recognizing that the Executive shall remain responsible for payment of the same relative percentage of total premiums as the Executive paid prior to the Date of Termination). The cost of providing such benefits shall be in addition to (and shall not reduce) the Severance Payment. Benefits otherwise receivable by the Executive pursuant to this paragraph (iii) shall be reduced to the extent comparable benefits are actually received by the Executive during such period, and any such benefits actually received by Executive shall be reported to the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). Amended and Restated Change in Control Agreement (e) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 (except as expressly provided in Section 4(d)(iii)) be reduced by any compensation earned by the Executive as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise. (f) The Executive shall be entitled to receive all benefits payable to the Executive under the Company pension and welfare benefit plans or any successor of such plan and any other plan or agreement relating to retirement benefits which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (g) The Executive shall be entitled to exercise all rights and to receive all benefits accruing to the Executive under any and all Company stock purchase and stock option plans or programs, or any successor to any such plans or programs, which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (h) The Company will indemnify the Executive (and the Executive's legal representative or other successors) to the fullest extent permitted (including payment of expenses in advance of final disposition of the proceeding) by the laws of the State of Minnesota, as in effect at the time of the subject act or omission, or the Articles of Incorporation and By-Laws of the Company as in effect at such time or on the date of this Agreement, whichever affords or afforded greater protection to the Executive; and the Executive shall be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and officers, against all costs, charges and expenses whatsoever incurred or sustained by the Executive or the Executive's legal representatives in connection with any action, suit or proceeding to which the Executive (or the Executive's legal representative or other successors) may be made a party by reason of the Executive's being or having been a director, officer or employee of the Company or any of its subsidiaries or his or her serving or having served any other enterprise as a director, officer or employee at the request of the Company, provided that the Company shall cause to be maintained in effect for not less than six years from the date of a Change in Control (to the extent available) policies of directors' and officers' liability insurance of at least the same coverage as those maintained by the Company on the date of this Agreement and containing terms and conditions which are no less advantageous than such policies. Notwithstanding anything herein to the contrary, if the Executive's employment is governed by a separate written employment agreement that provides benefits upon a termination of Amended and Restated Change in Control Agreement employment, the aggregate of any payments or benefits payable under such employment agreement shall offset and reduce the aggregate of payments and benefits under this Agreement.

Compensation Upon Termination or During Disability. Following a -------------------------------------------------- Change in Control of the Company, as defined in subsection 2(a), upon termination of the Executive's employment or during a period of Disability, the Executive shall be entitled to the following benefits: (a) During any period that the Executive fails to perform full-time duties with the Company as a result of a Disability, the Company shall pay the Executive, the Executive's base salary as in effect at the commencement of any such period and the amount of any other form or type of compensation otherwise payable for such period if the Executive were not so disabled, until such time as the Executive is determined to be eligible for long term disability benefits in accordance with the Company's insurance programs then in effect or the Executive is terminated for Disability. (b) If the Executive's employment shall be terminated by the Company for Cause or by the Executive other than for Good Reason Reason, Disability or DisabilityRetirement, the Company shall pay to the Executive his or her full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligation to the Executive under this Agreement, except with respect to any benefits to which the Executive is entitled under any Company pension or welfare benefit plan, insurance program or as otherwise required by law. (c) If the Executive's employment shall be terminated by the Company or by the Executive for Disability or Retirement, or by reason of death, the Company shall immediately commence payment to the Executive (or the Executive's designated beneficiaries or estate, if no beneficiary is designated) of any and all benefits to which the Executive is entitled under the Company's retirement and insurance programs then in effect. (d) If the Executive's employment shall be terminated (A) by the Company other than for Cause, Retirement, Disability or the Executive's death or (B) by the Executive for Good Reason, then the Executive shall be entitled to the benefits provided below: (i) The Company shall pay the Executive, through the Date of Termination, the Executive's base salary as in effect at the time the Notice of Termination is given and any other form or type of compensation otherwise payable for such period; (ii) In lieu of any further salary payments for periods subsequent to the Date of Termination, the Company shall pay a severance payment (the "Severance Payment") equal to two times the Executive's Annual Compensation as defined below. For purposes of this Section 4, "Annual Compensation Compensation" shall mean the Executive's annual salary (regardless of whether all or any portion of such salary has Amended and Restated Change in Control Agreement been contributed to a deferred compensation plan), the average annual Management Variable Compensation ("MVC") earned by amount of the Company bonus for which the Executive during is eligible upon attainment of 100% of the three target (3) fiscal years immediately preceding the Date regardless of Termination or, if less, the actual number whether such target bonus has been achieved or whether conditions of fiscal years the Executive has participated in the MVC plansuch target bonus are actually fulfilled), and any other type or form of compensation paid to the Executive by the Company (or any corporation (an "Affiliate") affiliated with the Company within the meaning of Section 1504 of the Internal Revenue Code of 1986 as it may be amended from time to time (the "Code")) and included in the Executive's gross income for federal tax purposes during the 12-month period ending immediately prior to the Date of Termination, but excluding: a) any amount actually paid to the Executive as a cash payment of the target bonus (regardless of whether all or any portion of such the Company bonus was contributed to a deferred compensation plan); b) compensation income recognized as a result of the exercise of stock options or sale of the stock so acquired; and c) any payments actually or constructively received from a plan or arrangement of deferred compensation between the Company and the Executive. All of the items included in Annual Compensation shall be those in effect on the Date of Termination and shall be calculated without giving effect to any reduction in such compensation which would constitute a breach of this Agreement. The Severance Payment shall be made in a single lump sum within 30 60 days after the Date of Termination; (iii) For the 24-month period after the Date of Termination, the Company shall arrange to provide, at its sole expense, the Executive with life, disability, accident and health insurance benefits substantially similar to those which the Executive is receiving or entitled to receive immediately prior to the Notice of Termination. The Executive shall be responsible for the payment of his or her portion of the premiums for such benefits, (recognizing that the Executive shall remain responsible for payment of the same relative percentage of total premiums as the Executive paid prior to the Date of Termination). The cost of providing such benefits shall be in addition to (and shall not reduce) the Severance Payment. Benefits otherwise receivable by the Executive pursuant to this paragraph (iii) shall be reduced to the extent comparable benefits are actually received by the Executive during such period, and any such benefits actually received by Executive shall be reported to the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). Amended and Restated Change in Control Agreement (e) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 (except as expressly provided in Section 4(d)(iii)) be reduced by any compensation earned by the Executive as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise. (f) The Executive shall be entitled to receive all benefits payable to the Executive under the Company pension and welfare benefit plans or any successor of such plan and any other plan or agreement relating to retirement benefits which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (g) The Executive shall be entitled to exercise all rights and to receive all benefits accruing to the Executive under any and all Company stock purchase and stock option plans or programs, or any successor to any such plans or programs, which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (h) The Company will indemnify the Executive (and the Executive's legal representative or other successors) to the fullest extent permitted (including payment of expenses in advance of final disposition of the proceeding) by the laws of the State of Minnesota, as in effect at the time of the subject act or omission, or the Articles of Incorporation and By-Laws of the Company as in effect at such time or on the date of this Agreement, whichever affords or afforded greater protection to the Executive; and the Executive shall be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and officers, against all costs, charges and expenses whatsoever incurred or sustained by the Executive or the Executive's legal representatives in connection with any action, suit or proceeding to which the Executive (or the Executive's legal representative or other successors) may be made a party by reason of the Executive's being or having been a director, officer or employee of the Company or any of its subsidiaries or his or her serving or having served any other enterprise as a director, officer or employee at the request of the Company, provided that the Company shall cause to be maintained in effect for not less than six years from the date of a Change in Control (to the extent available) policies of directors' and officers' liability insurance of at least the same coverage as those maintained by the Company on the date of this Agreement and containing terms and conditions which are no less advantageous than such policies. Notwithstanding anything herein to the contrary, if the Executive's employment is governed by a separate written employment agreement that provides benefits upon a termination of Amended and Restated Change in Control Agreement employment, the aggregate of any payments or benefits payable under such employment agreement shall offset and reduce the aggregate of payments and benefits under this Agreement.

Compensation Upon Termination or During Disability. Following a Change in Control of the Company, as defined in subsection 2(a), upon termination of the Executive's employment or during a period of Disability, the Executive The Employee shall be entitled to the following benefitsbenefits during a period of disability, or upon termination of her employment, as the case may be, if such period or termination occurs during the Term of this Agreement: (a) During any period that the Executive Employee fails to perform her full-time duties with the Company as a result of a Disabilityincapacity due to physical or mental illness, injury or similar incapacity, she shall continue to receive her compensation and other benefits payable to her under this Agreement at the Company shall pay the Executive, the Executive's base salary as rate in effect at the commencement of any such period and period, together with all compensation payable to her under the amount of any Company's disability plan or program or other form or type of compensation otherwise payable for similar plan during such period if the Executive were not so disabledperiod, until such time as her employment is terminated pursuant to Section 9(a) hereof. Thereafter, or in the Executive is event the Employee's employment shall be terminated by reason of her death, her benefits shall be determined to be eligible for long term disability benefits under the Company's retirement, insurance and other compensation programs then in effect in accordance with the Company's insurance programs then in effect or terms of such programs, and the Executive is terminated for DisabilityCompany shall have no further obligations to her under this Agreement. (b) If at any time the ExecutiveEmployee's employment shall be terminated (i) by reason of her death, (ii) by the Company for Cause or Disability or (iii) by the Executive her (other than for Good Reason or Disabilityby reason of a constructive termination pursuant to Section 9(c) hereof), the Company shall pay to the Executive his her (or her appropriate payee, as determined in accordance with Section 12 (c) hereof) her full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given given, plus all other amounts to which she is entitled under any compensation plan of the Company at the time such payments are due, and the Company shall have no further obligation obligations to the Executive her under this Agreement. In addition, except in the event the Employee's employment is terminated by reason of the Employee's death or Disability, the Employee (or her appropriate payee) shall be entitled to receive a pro rata portion of any bonus that would otherwise have been payable to the Employee with respect to any benefits to the year in which the Executive Employee's employment is terminated. For purposes of this provision, if the Employee's bonus for such year has not been determined, the Employee shall be deemed to have been entitled under any Company pension to a bonus equal to the highest annual bonus paid or welfare benefit plan, insurance program or as otherwise required by lawpayable to the Employee during the three consecutive years immediately preceding her termination. (c) If the ExecutiveEmployee's employment shall should be terminated by the Company or by the Executive for Disability or Retirement, or by reason of death, the Company shall immediately commence payment to the Executive (or the Executive's designated beneficiaries or estate, if no beneficiary is designated) of any and all benefits to which the Executive is entitled under the Company's retirement and insurance programs then in effect. (d) If the Executive's employment shall be terminated (A) by the Company other than for Cause, Retirement, Cause or Disability or the Executive's death or (B) by the Executive for Good ReasonEmployee by reason of a constructive termination pursuant to Section 9(c) hereof, then the Executive she shall be entitled to the benefits provided below:below ("Severance Payments"): (i) The Company shall pay to the Executive, Employee her full base salary through the Date of Termination, at the Executive's base salary as rate in effect at the time the Notice of Termination is given and given, plus all other amounts to which she is entitled under any other form or type compensation plan of compensation otherwise payable for the Company, in each case at the time such periodpayments are due; (ii) In lieu Company shall pay to Employee a cash lump sum payment, no later than the fifteenth day following the effective date of any further salary payments for periods subsequent to the Date Notice of Termination, equal to the Company shall pay a severance payment greater of (a) two times the sum of (x) her Base Salary at the rate in effect as of the effective date of the Notice of Termination and (y) the highest annual bonus paid or payable to Employee during the three consecutive years immediately preceding her termination of employment, or (b) the "actuarial equivalent" of all Base Salary and bonus payments that would have been payable to Employee pursuant to Paragraphs 3 and 4 of this Agreement had Employee continued to be employed through the Expiration Date (the "Severance PaymentPeriod") ), assuming, for purposes of this Paragraph, that the annual bonus payable to Employee pursuant to Paragraph 4 of this Agreement for each year of such remaining term is equal to two times the Executive's Annual Compensation as defined belowhighest annual bonus paid or payable to Employee during the three consecutive years immediately preceding her termination of employment. For purposes of this Section 4, Annual Compensation shall mean the Executive's annual salary (regardless of whether all or any portion of such salary has Amended and Restated Change in Control Agreement been contributed to a deferred compensation plansubparagraph 10(c)(ii), "actuarial equivalent" shall be determined by an actuary selected by Company, subject to approval by Employee, and calculated in accordance with the average annual Management Variable Compensation ("MVC") earned actuarial assumptions used by the Executive during Pension Benefit Guaranty Corporation to value liabilities for pension plans terminating as of the three effective date of Employee's or Company's Notice of Termination; (3iii) fiscal years immediately preceding the Date of Termination orAll stock option rights, if less, the actual number of fiscal years the Executive has participated in the MVC planstock appreciation rights, and any and all other type or form of compensation paid similar rights theretofore granted to the Executive by Employee, including, but not limited to, the Company (or any corporation (an Affiliate) affiliated with the Company within the meaning Employee's right to receive cash in lieu of Section 1504 of the Internal Revenue Code of 1986 exercising stock options, as it may be amended from time provided in her stock option agreements, shall vest and shall then be exercisable in full, and the Employee shall have 90 days following her termination within which to time (exercise any and all such rights and the Code)) restrictions on any and included in the Executive's gross income for federal tax purposes during the 12-month period ending immediately prior all shares of restricted stock granted to the Date of Termination, but excluding: a) any amount actually paid to the Executive as a cash payment of the target bonus (regardless of whether all or any portion of such Company bonus was contributed to a deferred compensation plan); b) compensation income recognized as a result of the exercise of stock options or sale of the stock so acquired; and c) any payments actually or constructively received from a plan or arrangement of deferred compensation between Company and the Executive. All of the items included in Annual Compensation shall be those in effect Employee that are outstanding on the Date of Termination and shall be calculated without giving effect to any reduction in such compensation which would constitute a breach lapse as of this Agreement. The Severance Payment shall be made in a single lump sum within 30 days after the Date of Termination; (iiiiv) For During the 24-month period after the Date of Termination, Severance Period the Company shall arrange to provideshall, at its sole expensecost, arrange to provide the Executive Employee with life, disability, dental, accident and group health insurance benefits substantially similar to those which the Executive is that she was receiving or entitled to receive immediately prior to the Notice of Termination. The Executive shall be responsible Termination plus an additional amount necessary to reimburse the Employee for the payment any taxes imposed solely by reason of his or her portion receipt of the premiums for such benefits, (recognizing that the Executive shall remain responsible for payment of the same relative percentage of total premiums as the Executive paid prior to the Date of Termination). The cost of providing such benefits shall be in addition to (and following her termination of employment. Notwithstanding the foregoing, the Company shall not reduce) the Severance Payment. Benefits provide any benefit otherwise receivable by the Executive Employee pursuant to this paragraph (iii) shall be reduced to the extent comparable benefits are subparagraph if an equivalent benefit is actually received by her at any time during the Executive during such period, Severance Period and any such benefits benefit actually received by Executive her shall be reported to the Company; and. (ivd) The Company shall also pay continue in effect for the benefit of the Employee all insurance or other provisions for indemnification, defense or hold- harmless of officers or directors of the Company that are in effect on the date the Notice of Termination is sent to the Executive Employee or the Company with respect to all legal fees of her acts and expenses incurred by the Executive omissions while an officer or director as a result of fully and completely as if such termination (including had not occurred, and until the final expiration or running of all periods of limitation against actions that may be applicable to such fees and expenses, if any, incurred in contesting acts or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). Amended and Restated Change in Control Agreementomissions. (e) The Executive Employee shall not be required have the right to mitigate terminate her employment under this Agreement upon thirty (30) days notice to the amount Company without liability to the Company for damages incurred solely by reason of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 (except as expressly provided in Section 4(d)(iii)) be reduced by any compensation earned by the Executive as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwisesuch termination. (f) The Executive Nothwithstanding anything to the contrary in this Agreement, in the event that Employee becomes entitled to the Severance Payments, if any of the Severance Payments will be subject to the tax (the "Excise Tax") imposed by section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), Company shall pay to Employee an additional amount (the "Gross-Up Payment") such that the net amount retained by Employee, after deduction of any Excise Tax on the Total Payments (as hereinafter defined) and any federal, state and local income and other tax and Excise Tax upon the payment provided for by this Paragraph 10(f), shall be entitled to receive all benefits payable equal to the Executive under Total Payments. For purposes of determining whether any of the Company pension Total Payments will be subject to the Excise Tax and welfare benefit plans the amount of such Excise Tax, (i) any other payments or benefits received or to be received by Employee in connection with a Change in Control or Employee's termination of employment (whether pursuant to the terms of this Agreement or any successor of such plan and any other plan plan, arrangement or agreement relating with Company, any person whose actions result in a change in control or any person affiliated with Company or such person (which, together with Severance Payments, shall constitute "Total Payments"), shall be treated as "parachute payments" within the meaning of section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of section 280G(b)(1) shall be treated as subject to retirement the Excise Tax, unless in the opinion of tax counsel selected by Company's independent auditors and acceptable to Employee, such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of section 280G(b)(4) of the Code in excess of the base amount, within the meaning of section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax, (ii) the amount of the Total Payments which shall be in addition totreated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments or (B) the amount of excess parachute payments within the meaning of section 280G(b)(1) (after applying clause (i), above), and not reduced by(iii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by Company's independent auditors in accordance with the principles of sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, any other amounts payable Employee shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Employee's residence on the date of termination of employment, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of termination of Employee's employment, Employee shall repay to Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Executive under this Section 4. (g) The Executive shall be entitled to exercise all rights Excise Tax and to receive all benefits accruing federal, state and local income tax imposed on the Gross-Up Payment being repaid by the Employee to the Executive under any and all Company stock purchase and stock option plans extent that such repayment results in a reduction in Excise Tax and/or a federal, state or programs, or any successor to any local income tax deduction) plus interest on the amount of such plans or programs, which shall be repayment at the rate provided in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (hsection 1274(b)(2)(B) The Company will indemnify the Executive (and the Executive's legal representative or other successors) to the fullest extent permitted (including payment of expenses in advance of final disposition of the proceeding) by Code. In the laws of event that the State of Minnesota, as in effect Excise Tax is determined to exceed the amount taken into account hereunder at the time of the subject act or omission, or the Articles termination of Incorporation and By-Laws of the Company as in effect at such time or on the date of this Agreement, whichever affords or afforded greater protection to the Executive; and the Executive shall be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and officers, against all costs, charges and expenses whatsoever incurred or sustained by the Executive or the ExecutiveEmployee's legal representatives in connection with any action, suit or proceeding to which the Executive employment (or the Executive's legal representative or other successors) may be made a party including by reason of any payment the Executive's being existence or having been a director, officer or employee amount of which cannot be determined at the time of the Gross-Up Payment), Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or any of its subsidiaries or his or her serving or having served any other enterprise as a director, officer or employee additions payable by the Employee with respect to such excess) at the request of the Company, provided time that the Company shall cause to be maintained in effect for not less than six years from the date amount of a Change in Control (to the extent available) policies of directors' and officers' liability insurance of at least the same coverage as those maintained by the Company on the date of this Agreement and containing terms and conditions which are no less advantageous than such policies. Notwithstanding anything herein to the contrary, if the Executive's employment excess is governed by a separate written employment agreement that provides benefits upon a termination of Amended and Restated Change in Control Agreement employment, the aggregate of any payments or benefits payable under such employment agreement shall offset and reduce the aggregate of payments and benefits under this Agreementfinally determined.

Compensation Upon Termination or During Disability. Following a Change in Control of the Company, as defined in subsection 2(a), upon termination of the Executive's ’s employment or during a period of Disability, the Executive shall be entitled to the following benefits: (a) During any period that the Executive fails to perform full-time duties with the Company as a result of a Disability, the Company shall pay the Executive, the Executive's ’s base salary as in effect at the commencement of any such period and the amount of any other form or type of compensation otherwise payable for such period if the Executive were not so disabled, until such time as the Executive is determined to be eligible for long term disability benefits in accordance with the Company's ’s insurance programs then in effect or the Executive is terminated for Disability.” (b) If the Executive's ’s employment shall be terminated by the Company for Cause or by the Executive other than for Good Reason or Disability, the Company shall pay to the Executive his or her full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligation to Change in Control Agreement the Executive under this Agreement, except with respect to any benefits to which the Executive is entitled under any Company pension or welfare benefit plan, insurance program or as otherwise required by law. (c) If the Executive's ’s employment shall be terminated by the Company or by the Executive for Disability or RetirementRetire­ment, or by reason of death, the Company shall immediately commence payment to the Executive (or the Executive's ’s designated beneficiaries or estate, if no beneficiary is designated) of any and all benefits to which the Executive is entitled under the Company's ’s retirement and insurance programs then in effect. (d) If the Executive's ’s employment shall be terminated (A) by the Company other than for Cause, Retirement, Disability or the Executive's ’s death or (B) by the Executive for Good Reason, then the Executive shall be entitled to the benefits provided below: (i) The Company shall pay the Executive, through the Date of Termination, the Executive's ’s base salary as in effect at the time the Notice of Termination is given and any other form or type of compensation otherwise payable for such period; (ii) In lieu of any further salary payments for periods subsequent to the Date of Termination, the Company shall pay a severance payment (the "“Severance Payment"”) equal to two times the Executive's ’s Annual Compensation as defined below. For purposes of this Section 4, “Annual Compensation Compensation” shall mean the Executive's ’s annual salary (regardless of whether all or any portion of such salary has Amended and Restated Change in Control Agreement been contributed to a deferred compensation plan), the average annual Management Variable Compensation ("“MVC"”) earned by the Executive during the three (3) fiscal years immediately preceding the Date of Termination or, if less, the actual number of fiscal years the Executive has participated in the MVC plan, and any other type or form of compensation paid to the Executive by the Company (or any corporation (an “Affiliate”) affiliated with the Company within the meaning of Section 1504 of the Internal Revenue Code of 1986 as it may be amended from time to time (the “Code”)) and included in the Executive's ’s gross income for federal tax purposes during the 12-month period ending immediately prior to the Date of Termination, but excluding: a) any amount actually paid to the Executive as a cash payment of the target bonus (regardless of whether all or any portion of such Company bonus was contributed to a deferred compensation plan); b) compensation income recognized as a result of the exercise of stock options or sale of the stock so acquired; and c) any payments actually or constructively received from a plan or arrangement of deferred compensation between Company and the Executive. All of the items included in Annual Compensation shall be those in effect on the Date of Termination and shall Change in Control Agreement be calculated without giving effect to any reduction in such compensation which that would constitute a breach of this Agreement. The Severance Payment shall be made in a single lump sum within 30 days after the Date of Termination; (iii) For the 24-month period after the Date of Termination, the Company shall arrange to provide, at its sole expense, the Executive with life, disability, accident and health insurance benefits substantially similar to those which the Executive is receiving or entitled to receive immediately prior to the Notice of Termination. The Executive shall be responsible for the payment of his or her portion of the premiums for such benefits, (recognizing that the Executive shall remain responsible for payment of the same relative percentage of total premiums as the Executive paid prior to the Date of Termination). The cost of providing such benefits shall be in addition to (and shall not reduce) the Severance Payment. Benefits otherwise receivable by the Executive pursuant to this paragraph (iii) shall be reduced to the extent comparable benefits are actually received by the Executive during such period, and any such benefits actually received by Executive shall be reported to the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). Amended and Restated Change in Control Agreement (e) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 (except as expressly provided in Section 4(d)(iii)) be reduced by any compensation earned by the Executive as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise. (f) The Executive shall be entitled to receive all benefits payable to the Executive under the Company pension and welfare benefit plans or any successor of such plan and any other plan or agreement relating to retirement benefits which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (g) The Executive shall be entitled to exercise all rights and to receive all benefits accruing to the Executive under any and all Company stock purchase and stock option plans or programs, or any successor to any such plans or programs, which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (h) The Company will indemnify the Executive (and the Executive's legal representative or other successors) to the fullest extent permitted (including payment of expenses in advance of final disposition of the proceeding) by the laws of the State of Minnesota, as in effect at the time of the subject act or omission, or the Articles of Incorporation and By-Laws of the Company as in effect at such time or on the date of this Agreement, whichever affords or afforded greater protection to the Executive; and the Executive shall be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and officers, against all costs, charges and expenses whatsoever incurred or sustained by the Executive or the Executive's legal representatives in connection with any action, suit or proceeding to which the Executive (or the Executive's legal representative or other successors) may be made a party by reason of the Executive's being or having been a director, officer or employee of the Company or any of its subsidiaries or his or her serving or having served any other enterprise as a director, officer or employee at the request of the Company, provided that the Company shall cause to be maintained in effect for not less than six years from the date of a Change in Control (to the extent available) policies of directors' and officers' liability insurance of at least the same coverage as those maintained by the Company on the date of this Agreement and containing terms and conditions which are no less advantageous than such policies. Notwithstanding anything herein to the contrary, if the Executive's employment is governed by a separate written employment agreement that provides benefits upon a termination of Amended and Restated Change in Control Agreement employment, the aggregate of any payments or benefits payable under such employment agreement shall offset and reduce the aggregate of payments and benefits under this Agreement.

Compensation Upon Termination or During Disability. Following a Change in Control of the Company, as defined in subsection 2(a)by Section 2, upon termination of the Executive's ’s employment or during a period of Disability, which, in either event, occurs during the term of this Agreement, Executive shall be entitled to the following benefits: (ai) During any period that the Executive fails to perform Executive’s full-time duties with the Company and its subsidiaries as a result of a the Disability, the Company Executive shall pay the continue to receive an amount equal to Executive, the Executive's ’s base salary as at the rate in effect at the commencement of any such period period, and Bonus, through the amount Date of Termination for Disability; provided, however, that if any other form or type of compensation otherwise payable for such period if of Disability ends during the term of this Agreement, Executive were not so disabledshall have the right to resume active employment with the Company immediately following the end of such period of Disability, until unless, prior to the end of such time as period of Disability, the Executive is Company has terminated Executive’s employment. Thereafter, Executive’s benefits shall be determined to be eligible for long term disability benefits in accordance with the Company's insurance employee benefit programs of the Company and its subsidiaries then in effect or the Executive is terminated for Disabilityeffect. (bii) If the Executive's ’s employment shall be terminated by the Company or any of its subsidiaries for Cause or by the Executive other than for without Good Reason (excluding death, Disability or Disability, Retirement) the Company (or one of its subsidiaries, if applicable) shall pay to the Executive his or her full base salary through the Date of Termination Executive’s full base salary at the rate in effect at the time Notice of Termination is given and shall pay any amounts otherwise payable to Executive on or immediately prior to the Date of Termination pursuant to any other compensation plans, programs or employment agreements then in effect, and the Company shall have no further obligation obligations to the Executive under this Agreement, except with respect to any benefits to which the Executive is entitled under any Company pension or welfare benefit plan, insurance program or as otherwise required by law. (ciii) If the Executive's ’s employment shall be terminated by the Company or by the Executive for Disability reason of Executive’s death or Retirement, or by reason Executive’s benefits shall be determined in accordance with the retirement and other benefit programs of death, the Company shall immediately commence payment to the Executive (or the Executive's designated beneficiaries or estate, if no beneficiary is designated) of any and all benefits to which the Executive is entitled under the Company's retirement and insurance programs its subsidiaries then in effect, except as otherwise provided in Section 3(i). (div) If Executive’s employment by the Executive's employment Company and its subsidiaries shall be terminated (A) by the Company other than for Cause, Retirement, Disability or the Executive's death or (BDisability) by (a) the Company and its subsidiaries other than for Cause or (b) Executive for with Good Reason, then the Executive shall be entitled to the benefits provided below: (iA) The Company (or one of its subsidiaries, if applicable) shall pay the Executive’s full base salary, through the Date of Termination, the Executive's base salary as in effect at the time the Notice of Termination is given and any other form or type of compensation otherwise payable for such period; (ii) In lieu of any further salary payments for periods subsequent to the Date of Termination, the Company shall pay a severance payment (the "Severance Payment") equal to two times the Executive's Annual Compensation as defined below. For purposes of this Section 4, Annual Compensation shall mean the Executive's annual salary (regardless of whether all or any portion of such salary has Amended and Restated Change in Control Agreement been contributed to a deferred compensation plan), the average annual Management Variable Compensation ("MVC") earned by the Executive during the three (3) fiscal years immediately preceding the Date of Termination or, if less, the actual number of fiscal years the Executive has participated in the MVC plan, and any other type or form of compensation paid to the Executive by the Company (or any corporation (an Affiliate) affiliated with the Company within the meaning of Section 1504 of the Internal Revenue Code of 1986 as it may be amended from time to time (the Code)) and included in the Executive's gross income for federal tax purposes during the 12-month period ending immediately prior to the Date of Termination, but excluding: a) any amount actually paid to the Executive as a cash payment of the target bonus (regardless of whether all or any portion of such Company bonus was contributed to a deferred compensation plan); b) compensation income recognized as a result of the exercise of stock options or sale of the stock so acquired; and c) any payments actually or constructively received from a plan or arrangement of deferred compensation between Company and the Executive. All of the items included in Annual Compensation shall be those in effect on the Date of Termination and shall be calculated without giving effect to any reduction in such compensation which would constitute a breach of this Agreement. The Severance Payment shall be made in a single lump sum within 30 days after the Date of Termination; (iii) For the 24-month period after the Date of Termination, the Company shall arrange to provide, at its sole expense, the Executive with life, disability, accident and health insurance benefits substantially similar to those which the Executive is receiving or entitled to receive immediately prior to the Notice of Termination. The Executive shall be responsible for the payment of his or her portion of the premiums for such benefits, (recognizing that the Executive shall remain responsible for payment of the same relative percentage of total premiums as the Executive paid prior to the Date of Termination). The cost of providing such benefits shall be in addition to (and shall not reduce) the Severance Payment. Benefits otherwise receivable by the Executive pursuant to this paragraph (iii) shall be reduced to the extent comparable benefits are actually received by the Executive during such period, and any such benefits actually received by Executive shall be reported to the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). Amended and Restated Change in Control Agreement (e) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 (except as expressly provided in Section 4(d)(iii)) be reduced by any compensation earned by the Executive as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise. (f) The Executive shall be entitled to receive all benefits payable to the Executive under the Company pension and welfare benefit plans or any successor of such plan and any other plan or agreement relating to retirement benefits which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (g) The Executive shall be entitled to exercise all rights and to receive all benefits accruing to the Executive under any and all Company stock purchase and stock option plans or programs, or any successor to any such plans or programs, which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (h) The Company will indemnify the Executive (and the Executive's legal representative or other successors) to the fullest extent permitted (including payment of expenses in advance of final disposition of the proceeding) by the laws of the State of Minnesota, as rate in effect at the time of the subject act or omissionChange in Control and increased to reflect any subsequent increases in such base salary (the “Base Salary”), or and a pro-rated Bonus calculated through the Articles Date of Incorporation and By-Laws Termination, no later than the thirtieth day following the Date of Termination, plus all other amounts to which Executive is entitled under any compensation plan of the Company as in effect applicable to Executive, at the time such time or on the date payments are due. For purposes of this Agreement, whichever affords the “Bonus” shall mean the highest three (3) years average annual cash bonus paid (or afforded greater protection to awarded, if different) in respect of each of the Executive; and the Executive shall be entitled to the protection five (5) prior bonus years (exclusive of any insurance policies special or prorated bonuses). If Executive has less than three (3) years of bonus history, Bonus shall mean the Company may elect to maintain generally for the benefit of its directors and officers, against all costs, charges and expenses whatsoever incurred or sustained by the Executive or the Executive's legal representatives in connection with any action, suit or proceeding to which the Executive (or the Executive's legal representative or other successors) may be made a party by reason average annual bonus of the Executive's being actual years; provided, however, that if Executive has not had an opportunity to earn or having been a director, officer or employee of the Company or any of its subsidiaries or his or her serving or having served any other enterprise as a director, officer or employee at the request of the Company, provided that the Company shall cause to be maintained in effect for not less than six years from the date of a Change in Control (to the extent available) policies of directors' and officers' liability insurance of at least the same coverage as those maintained by the Company on the date of this Agreement and containing terms and conditions which are no less advantageous than such policies. Notwithstanding anything herein to the contrary, if the Executive's employment is governed by a separate written employment agreement that provides benefits upon a termination of Amended and Restated Change in Control Agreement employment, the aggregate of any payments or benefits payable under such employment agreement shall offset and reduce the aggregate of payments and benefits under this Agreement.be

Compensation Upon Termination or During Disability. Following a Change in Control of the Company, as defined in subsection 2(a), upon termination of the Executive's employment or during a period of Disability, the Executive shall be entitled to the following benefits: (a) During any period that the Executive fails to perform full-time duties with the Company as a result of a Disability, the Company shall pay the Executive, the Executive's base salary as in effect at the commencement of any such period and the amount of any other form or type of compensation otherwise payable for such period if the Executive were not so disabled, until such time as the Executive is determined to be eligible for long term disability benefits in accordance with the Company's insurance programs then in effect or the Executive is terminated for "Disability." (b) If the Executive's employment shall be terminated by the Company for Cause or by the Executive other than for Good Reason or Disability, the Company shall pay to the Executive his or her full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligation to the Executive under this Agreement, except with respect to any benefits to which the Executive is entitled under any Company pension or welfare benefit plan, insurance program or as otherwise required by law. (c) If the Executive's employment shall be terminated by the Company or by the Executive for Disability or Retirement, or by reason of death, the Company shall immediately commence payment to the Executive (or the Executive's designated beneficiaries or estate, if no beneficiary is designated) of any and all benefits to which the Executive is entitled under the Company's retirement and insurance programs then in effect. (d) If the Executive's employment shall be terminated (A) by the Company other than for Cause, Retirement, Disability or the Executive's death or (B) by the Executive for Good Reason, then the Executive shall be entitled to the benefits provided below: (i) The Company shall pay the Executive, through the Date of Termination, the Executive's base salary as in effect at the time the Notice of Termination is given and any other form or type of compensation otherwise payable for such period; (ii) In lieu of any further salary payments for periods subsequent to the Date of Termination, the Company shall pay a severance payment (the "Severance Payment") equal to two [___] times the Executive's Annual Compensation as defined below. For purposes of this Section 4, "Annual Compensation Compensation" shall mean the Executive's annual salary (regardless of whether all or any portion of such salary has Amended and Restated Change in Control Agreement been contributed to a deferred compensation plan), the average annual Management Variable Compensation ("MVC") earned by amount of the Company bonus for which the Executive during is eligible upon attainment of 100% of the three target (3) fiscal years immediately preceding the Date regardless of Termination or, if less, the actual number whether such target bonus has been achieved or whether conditions of fiscal years the Executive has participated in the MVC plansuch target bonus are actually fulfilled), and any other type or form of compensation paid to the Executive by the Company (or any corporation (an "Affiliate") affiliated with the Company within the meaning of Section 1504 of the Internal Revenue Code of 1986 as it may be amended from time to time (the "Code")) and included in the Executive's gross income for federal tax purposes during the 12-month period ending immediately prior to the Date of Termination, but excluding: a) any amount actually paid to the Executive as a cash payment of the target bonus (regardless of whether all or any portion of such Company bonus was contributed to a deferred compensation plan); b) compensation income recognized as a result of the exercise of stock options or sale of the stock so acquired; and c) any payments actually or constructively received from a plan or arrangement of deferred compensation between Company and the Executive. All of the items included in Annual Compensation shall be those in effect on the Date of Termination and shall be calculated without giving effect to any reduction in such compensation which would constitute a breach of this Agreement. The Severance Payment shall be made in a single lump sum within 30 60 days after the Date of Termination; (iii) For the 24-month period after the Date of Termination, the Company shall arrange to provide, at its sole expense, the Executive with life, disability, accident and health insurance benefits substantially similar to those which the Executive is receiving or entitled to receive immediately prior to the Notice of Termination. The Executive shall be responsible for the payment of his or her portion of the premiums for such benefits, (recognizing that the Executive shall remain responsible for payment of the same relative percentage of total premiums as the Executive paid prior to the Date of Termination). The cost of providing such benefits shall be in addition to (and shall not reduce) the Severance Payment. Benefits otherwise receivable by the Executive pursuant to this paragraph (iii) shall be reduced to the extent comparable benefits are actually received by the Executive during such period, and any such benefits actually received by Executive shall be reported to the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). Amended and Restated Change in Control Agreement (e) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 (except as expressly provided in Section 4(d)(iii)) be reduced by any compensation earned by the Executive as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise. (f) The Executive shall be entitled to receive all benefits payable to the Executive under the Company pension and welfare benefit plans or any successor of such plan and any other plan or agreement relating to retirement benefits which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (g) The Executive shall be entitled to exercise all rights and to receive all benefits accruing to the Executive under any and all Company stock purchase and stock option plans or programs, or any successor to any such plans or programs, which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (h) The Company will indemnify the Executive (and the Executive's legal representative or other successors) to the fullest extent permitted (including payment of expenses in advance of final disposition of the proceeding) by the laws of the State of Minnesota, as in effect at the time of the subject act or omission, or the Articles of Incorporation and By-Laws of the Company as in effect at such time or on the date of this Agreement, whichever affords or afforded greater protection to the Executive; and the Executive shall be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and officers, against all costs, charges and expenses whatsoever incurred or sustained by the Executive or the Executive's legal representatives in connection with any action, suit or proceeding to which the Executive (or the Executive's legal representative or other successors) may be made a party by reason of the Executive's being or having been a director, officer or employee of the Company or any of its subsidiaries or his or her serving or having served any other enterprise as a director, officer or employee at the request of the Company, provided that the Company shall cause to be maintained in effect for not less than six years from the date of a Change in Control (to the extent available) policies of directors' and officers' liability insurance of at least the same coverage as those maintained by the Company on the date of this Agreement and containing terms and conditions which are no less advantageous than such policies. Notwithstanding anything herein to the contrary, if the Executive's employment is governed by a separate written employment agreement that provides benefits upon a termination of Amended and Restated Change in Control Agreement employment, the aggregate of any payments or benefits payable under such employment agreement shall offset and reduce the aggregate of payments and benefits under this Agreement.

Compensation Upon Termination or During Disability. Following (A) If Executive's employment terminates by reason of his death or disability, the Company shall, within ninety (90) days of death or such disability termination, pay in a Change lump sum amount to the Executive (or his surviving spouse in Control the case of the Company, as defined in subsection 2(a), upon termination of death) an amount equal to the Executive's employment or during accrued and unpaid Base Salary. In the case of termination due to death, the Company shall also continue payment of Executive's Base Salary and target bonus at the rates in effect at the Date of Termination to Executive's surviving spouse for one (1) year. In either case, for a period of Disabilityone (1) year following the Date of Termination, the Company shall provide medical and dental insurance coverage to Executive shall (in the case of disability), Executive's spouse and dependents, on the same terms and conditions as though Executive had remained employed. In addition to the foregoing, any payments to which Executive (or his spouse, beneficiaries, or estate, in the case of death) may be entitled to under any employee benefit plan shall also be paid in accordance with the following benefits:terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (aB) During any period that the Executive fails to perform full-time his duties with the Company hereunder as a result of a Disabilitypermanent incapacity due to physical or mental illness or disability, Executive shall receive the Company shall pay the Executive, the Executive's base salary as in effect at the commencement of any such period and the amount of any other form or type of compensation otherwise payable for such period if the Executive were not so disabled, until such time as the Executive is determined to be eligible for long term disability benefits in accordance with provided under the Company's then-existing long-term disability insurance programs then in effect or the Executive is terminated policy for Disabilitysenior executive officers. (bC) If the Executive's employment shall be is terminated by the Company for Cause as provided in Subparagraph 6(c) or by the Executive other than for terminates his employment hereunder without Good Reason or Disabilityas provided in Subparagraph 6(e), then the Company shall pay to the Executive his or her full base salary shall, through the Date of Termination Termination, pay Executive in a lump sum amount his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given and given. Thereafter, the Company shall have no further obligation obligations to the Executive except as otherwise expressly provided under this Agreement, except with respect to provided any benefits to which the Executive is entitled such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company pension in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or welfare benefit plan, insurance program any agreement or as otherwise required by lawother instrument attendant thereto. (cD) If the Executive's employment shall be is terminated by the Company without Cause as provided in Subparagraph 6(d), if Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment with the Company terminates as a result of the expiration of the initial Period of Employment without extension, then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Payment of all amounts under this Subparagraph 7(d) is agreed to by the parties hereto to be in full satisfaction, compromise and release of any claims arising out of Executive's employment or termination thereof pursuant to Subparagraph 6(d) or 6(e). In any case, the payment of all such amounts under this Subparagraph 7(d) shall be contingent upon the Employee's compliance with Paragraphs 4 and 5 above and the Executive's delivery of a general release upon termination of employment covering all matters arising under or in connection with this Agreement. Such release shall be in a form reasonably satisfactory to the Company, it being understood that no severance benefits shall be provided unless and until the Executive for Disability or Retirement, or by reason of deathdetermines to execute and deliver such release. Subject to the foregoing, the Company shall immediately commence payment to also provide Executive with the Executive (or the Executive's designated beneficiaries or estate, if no beneficiary is designated) of any and all benefits to which the Executive is entitled under the Company's retirement and insurance programs then in effect. (d) If the Executive's employment shall be terminated (A) by the Company other than for Cause, Retirement, Disability or the Executive's death or (B) by the Executive for Good Reason, then the Executive shall be entitled to the benefits provided belowfollowing "Severance Benefits:" (i) The Company shall pay the ExecutiveExecutive in a lump sum, through on the Date of Termination, an amount equal to two (2) times the sum of (A) Executive's base salary as in effect at current Base Salary and (B) his most recently paid Annual Bonus, or target bonus for the time the Notice year of Termination is given and any other form or type of compensation otherwise payable for such period;termination, if higher. (ii) In lieu addition to any other benefits to which Executive may be entitled in accordance with the Company's then existing severance policies, the Company shall, for a period of any further salary payments for periods subsequent to two (2) years commencing on the Date of Termination, the Company shall pay a severance payment (the "Severance Payment") equal continue to two times the provide family medical and dental insurance coverage to Executive, Executive's Annual Compensation spouse and dependents, on the same terms and conditions as defined belowthough Executive had remained employed. For purposes of this Section 4, Annual Compensation shall mean In the event Executive's annual salary (regardless of whether all participation in any medical or any portion of such salary has Amended and Restated Change in Control Agreement been contributed to a deferred compensation plan), the average annual Management Variable Compensation ("MVC") earned by the Executive during the three (3) fiscal years immediately preceding the Date of Termination or, if less, the actual number of fiscal years the Executive has participated in the MVC plan, and any other type or form of compensation paid to the Executive by the Company (or any corporation (an Affiliate) affiliated with the Company within the meaning of Section 1504 of the Internal Revenue Code of 1986 as it may be amended from time to time (the Code)) and included in the Executive's gross income for federal tax purposes during the 12-month period ending immediately prior to the Date of Termination, but excluding: a) any amount actually paid to the Executive as a cash payment of the target bonus (regardless of whether all or any portion of such Company bonus was contributed to a deferred compensation plan); b) compensation income recognized as a result of the exercise of stock options or sale of the stock so acquired; and c) any payments actually or constructively received from a dental insurance plan or arrangement of deferred compensation between Company and the Executive. All of the items included in Annual Compensation shall be those in effect on the Date of Termination and shall be calculated without giving effect to any reduction in such compensation which would constitute a breach of this Agreement. The Severance Payment shall be made in a single lump sum within 30 days after the Date of Termination; (iii) For the 24-month period after the Date of Terminationis barred, the Company shall arrange to provide, at its sole expense, the provide Executive with life, disability, accident and health insurance benefits substantially similar equivalent to those which the Executive is receiving or entitled to receive immediately prior to the Notice of Termination. The Executive shall be responsible for the payment of would otherwise have received had his or her portion of the premiums for such benefits, (recognizing that the Executive shall remain responsible for payment of the same relative percentage of total premiums as the Executive paid prior to the Date of Termination). The cost of providing such benefits shall be in addition to (and shall participation not reduce) the Severance Payment. Benefits otherwise receivable by the Executive pursuant to this paragraph been barred; (iii) Executive shall receive all the rights and benefits granted or in effect with respect to Executive under the Company's employee stock option or incentive plans and agreements with Executive pursuant thereto. In addition to the foregoing, all stock options and restricted stock awards shall be reduced to deemed fully vested as of the extent comparable benefits are actually received by the Executive during such perioddate of termination, and any such benefits actually received by Executive all outstanding option agreements shall be reported deemed amended to the Companyso provide; and (iv) The Company Executive shall also pay be entitled to the Executive all receive reimbursement of any reasonable legal fees and expenses or costs incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred him in contesting obtaining or disputing any such termination or in seeking to obtain or enforce enforcing any right or benefit provided by this Agreement). Amended and Restated Change , except in Control Agreementcases involving frivolous or bad faith litigation initiated by Executive. (e) The Executive shall not be required to mitigate Nothing contained in the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 (except as expressly provided in Section 4(d)(iii)foregoing Subparagraphs 7(a) be reduced by any compensation earned by the Executive as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise. (fthrough 7(d) The Executive shall be entitled construed so as to receive all benefits payable to affect Executive's rights or the Executive under the Company pension and welfare benefit plans or any successor of such plan and any other plan or agreement Company's obligations relating to retirement agreements or benefits which shall be in addition to, and not reduced by, any other amounts payable are unrelated to the Executive under this Section 4. (g) The Executive shall be entitled to exercise all rights and to receive all benefits accruing to the Executive under any and all Company stock purchase and stock option plans or programs, or any successor to any such plans or programs, which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (h) The Company will indemnify the Executive (and the Executive's legal representative or other successors) to the fullest extent permitted (including payment of expenses in advance of final disposition of the proceeding) by the laws of the State of Minnesota, as in effect at the time of the subject act or omission, or the Articles of Incorporation and By-Laws of the Company as in effect at such time or on the date of this Agreement, whichever affords or afforded greater protection to the Executive; and the Executive shall be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and officers, against all costs, charges and expenses whatsoever incurred or sustained by the Executive or the Executive's legal representatives in connection with any action, suit or proceeding to which the Executive (or the Executive's legal representative or other successors) may be made a party by reason of the Executive's being or having been a director, officer or employee of the Company or any of its subsidiaries or his or her serving or having served any other enterprise as a director, officer or employee at the request of the Company, provided that the Company shall cause to be maintained in effect for not less than six years from the date of a Change in Control (to the extent available) policies of directors' and officers' liability insurance of at least the same coverage as those maintained by the Company on the date of this Agreement and containing terms and conditions which are no less advantageous than such policies. Notwithstanding anything herein to the contrary, if the Executive's employment is governed by a separate written employment agreement that provides benefits upon a termination of Amended and Restated Change in Control Agreement employment, the aggregate of any payments or benefits payable under such employment agreement shall offset and reduce the aggregate of payments and benefits under this Agreement.

Compensation Upon Termination or During Disability. Following a Change in Control of the Company, as defined in subsection 2(a), upon termination of the (a) If Executive's employment terminates by reason of his death, the Company shall, within ninety (90) days of the Date of Termination, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary and accrued vacation to the date of his death, plus his accrued and unpaid incentive compensation (including any bonus payment if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or during any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). Upon the Date of Termination, all stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall be canceled upon the death of Executive in accordance with their terms. For a period of Disabilityone (1) year following the Date of Termination, the Executive Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled to under any Employee Benefit Plan shall also be paid in accordance with the following benefits:terms of such plan. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (ab) During any period that the Executive fails to perform full-time his duties with the Company hereunder as a result of a Disabilityincapacity due to physical or mental illness, the Company Executive shall pay the Executive, the Executive's base salary as in effect at the commencement of any such period continue to receive his Base Salary and the amount of any other form or type of compensation otherwise payable for such period if the Executive were not so disabled, until such time as the Executive is determined to be eligible for long term disability and benefits in accordance with the Company's insurance programs then in effect or the Executive is terminated for Disability. (b) provided hereunder. If the Executive's employment shall be is terminated by the Company for Cause or by the Executive other than for Good Reason or Disabilitypursuant to Paragraph 4(b), then the Company shall pay to the Executive his or her full base salary shall, through the Date of Termination Termination, pay Executive his accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given given, plus accrued and unpaid incentive compensation (including any bonus payment if any, under Subparagraph 3(a), that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof which shall be paid if and when it is so authorized by the Board of Directors). Upon the Date of Termination, all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any Employee Benefit Plan shall also be paid in accordance with the terms of such plan. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (c) If Executive's employment is terminated by Executive as provided in Subparagraph 4(e) (including where Executive provides notice to the Company under Paragraph 1 that he does not wish to extend the Period of Employment), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligation obligations to the Executive except as otherwise expressly provided under this Agreement. In addition, except all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with respect to any benefits to which their terms. Notwithstanding the foregoing, if the Company determines that the Executive is entitled under in breach of any Company pension of the provisions contained in Paragraph 7 of this Agreement or welfare benefit planany of the provisions contained in Section 5.2 of the Purchase Agreement during the three (3) month period from the Date of Termination, insurance program or as otherwise required by law. (c) If the Executive's employment shall be terminated by the Company or then all stock options held by the Executive for Disability or Retirement, or by reason of death, the Company shall immediately commence payment to the Executive (or the Executive's designated beneficiaries or estate, if terminate and be of no beneficiary is designated) of any further force and all benefits to which the Executive is entitled under the Company's retirement and insurance programs then in effect. (d) If the Executive's employment shall be is terminated (A) by the Company other than for Cause, Retirement, Disability or the Executive's death or (B) by the Executive for Good Reasonwithout Cause as provided in Subparagraph 4(d), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given, and his accrued and unpaid incentive compensation (including any bonus payment if any, under Subparagraph 3(a), that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof which shall be entitled paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, the Company shall provide the following benefits provided belowto Executive: (i) The Company shall pay Executive an amount equal to one (1) times the Executive, through the Date sum of Termination, (A) the Executive's base salary as in effect at the time the Notice of Termination is given and any other form or type of compensation otherwise payable for such period; (ii) In lieu of any further salary payments for periods subsequent to the Date of Termination, the Company shall pay a severance payment (the "Severance Payment") equal to two times the Executive's Annual Compensation as defined below. For purposes of this Section 4, Annual Compensation shall mean the Executive's annual salary (regardless of whether all or any portion of such salary has Amended and Restated Change in Control Agreement been contributed to a deferred compensation plan), the average annual Management Variable Compensation ("MVC") earned by the Executive during the three (3) fiscal years immediately preceding the Date of Termination or, if less, the actual number of fiscal years the Executive has participated in the MVC plan, and any other type or form of compensation paid to the Executive by the Company (or any corporation (an Affiliate) affiliated with the Company within the meaning of Section 1504 of the Internal Revenue Code of 1986 as it may be amended from time to time (the Code)) and included in the Executive's gross income for federal tax purposes during the 12-month period ending immediately prior to the Date of Termination, but excluding: a) any amount actually paid to the Executive as a cash payment of the target bonus (regardless of whether all or any portion of such Company bonus was contributed to a deferred compensation plan); b) compensation income recognized as a result of the exercise of stock options or sale of the stock so acquired; and c) any payments actually or constructively received from a plan or arrangement of deferred compensation between Company and the Executive. All of the items included in Annual Compensation shall be those Base Salary in effect on the Date of Termination, and (B) the Executive's average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Termination and Amount"). Notwithstanding the foregoing, in the event that the Executive shall have been employed with the Company (not to include the Executive's previous employment with AMSI, prior to the date of this Agreement) for less than five (5) fiscal years immediately prior to the year of termination, then in such case the Termination Amount shall be calculated without giving effect as the average annual bonus or other variable cash compensation (including commissions) over the number of full fiscal years that Executive was employed by the Company prior to any reduction in such compensation which would constitute a breach the year of this Agreementtermination. The Severance Payment Termination Amount shall be made calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in a single lump sum within 30 days after writing and shall then be paid out in accordance with the Company's standard payroll practices, in equal installments over twelve (12) months following the Date of Termination;. Notwithstanding the foregoing, if the Company determines that the Executive is in breach of any of the provisions contained in Paragraph 7 of this Agreement or any of the provisions contained in Section 5.2 of the Purchase Agreement during the period over which the Termination Amount is being paid, then all further payments of the Termination Amount shall immediately cease. (iiiii) For the 24-month period after Upon the Date of Termination, all stock options which would otherwise vest over the Company next twelve (12) months shall arrange to provideimmediately vest and become exercisable, at its sole expense, the Executive with life, disability, accident and health insurance benefits substantially similar to those which the Executive is receiving or entitled to receive immediately prior to the Notice of Termination. The Executive shall be responsible for the payment of his or her portion of the premiums for such benefits, have twelve (recognizing that the Executive shall remain responsible for payment of the same relative percentage of total premiums as the Executive paid prior to 12) months from the Date of Termination). The cost of providing such benefits shall be in addition to (and shall not reduce) Termination or the Severance Payment. Benefits otherwise receivable by the Executive pursuant to this paragraph (iii) shall be reduced to the extent comparable benefits are actually received by the Executive during such period, and any such benefits actually received by Executive shall be reported to the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expensesremaining option term, if anyearlier, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). Amended and Restated Change in Control Agreement (e) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 (except as expressly provided in Section 4(d)(iii)) be reduced by any compensation earned by the Executive as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise. (f) The Executive shall be entitled to receive all benefits payable to the Executive under the Company pension and welfare benefit plans or any successor of such plan and any other plan or agreement relating to retirement benefits which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (g) The Executive shall be entitled to exercise all rights and to receive all benefits accruing to the Executive under any and all Company such stock purchase and stock option plans or programs, or any successor to any such plans or programs, which shall be in addition options granted to, and not reduced by, any other amounts payable to the Executive under this Section 4. (h) The Company will indemnify the Executive (and the Executive's legal representative or other successors) to the fullest extent permitted (including payment of expenses in advance of final disposition of the proceeding) by the laws of the State of Minnesota, as in effect at the time of the subject act or omission, or the Articles of Incorporation and By-Laws of the Company as in effect at such time or on the date of this Agreement, whichever affords or afforded greater protection to the Executive; and the Executive shall be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and officers, against all costs, charges and expenses whatsoever incurred or sustained by the Executive or the Executive's legal representatives in connection with any action, suit or proceeding to which the Executive (or the Executive's legal representative or other successors) may be made a party by reason of the Executive's being or having been a director, officer or employee of the Company or any of its subsidiaries or his or her serving or having served any other enterprise as a director, officer or employee at the request of the Company, provided that the Company shall cause to be maintained in effect for not less than six years from the date of a Change in Control (to the extent available) policies of directors' and officers' liability insurance of at least the same coverage as those maintained by the Company on the date of this Agreement and containing terms and conditions which are no less advantageous than such policies. Notwithstanding anything herein to the contrary, if the Executive's employment is governed by a separate written employment agreement that provides benefits upon a termination of Amended and Restated Change in Control Agreement employment, the aggregate of any payments or benefits payable under such employment agreement shall offset and reduce the aggregate of payments and benefits under this Agreement.

Compensation Upon Termination or During Disability. Following a Change in Control of the Company, as defined in subsection 2(a), upon termination of the Executive's employment or during a period of Disability, the Executive shall be entitled to the following benefits:: Change in Control Agreement (a) During any period that the Executive fails to perform full-time duties with the Company as a result of a Disability, the Company shall pay the Executive, the Executive's base salary as in effect at the commencement of any such period and the amount of any other form or type of compensation otherwise payable for such period if the Executive were not so disabled, until such time as the Executive is determined to be eligible for long term disability benefits in accordance with the Company's insurance programs then in effect or the Executive is terminated for Disability.” (b) If the Executive's employment shall be terminated by the Company for Cause or by the Executive other than for Good Reason or Disability, the Company shall pay to the Executive his or her full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligation to the Executive under this Agreement, except with respect to any benefits to which the Executive is entitled under any Company pension or welfare benefit plan, insurance program or as otherwise required by law. (c) If the Executive's employment shall be terminated by the Company or by the Executive for Disability or RetirementRetire­ment, or by reason of death, the Company shall immediately commence payment to the Executive (or the Executive's designated beneficiaries or estate, if no beneficiary is designated) of any and all benefits to which the Executive is entitled under the Company's retirement and insurance programs then in effect. (d) If the Executive's employment shall be terminated (A) by the Company other than for Cause, Retirement, Disability or the Executive's ’s death or (B) by the Executive for Good Reason, then the Executive shall be entitled to the benefits provided below: (i) The Company shall pay the Executive, through the Date of Termination, the Executive's base salary as in effect at the time the Notice of Termination is given and any other form or type of compensation otherwise payable for such period;; Change in Control Agreement (ii) In lieu of any further salary payments for periods subsequent to the Date of Termination, the Company shall pay a severance payment (the "“Severance Payment"”) equal to two times the Executive's Annual Compensation as defined below. For purposes of this Section 4, “Annual Compensation Compensation” shall mean the Executive's ’s annual salary (regardless of whether all or any portion of such salary has Amended and Restated Change in Control Agreement been contributed to a deferred compensation plan), the average annual Management Variable Compensation ("“MVC"”) earned by the Executive during the three (3) fiscal years immediately preceding the Date of Termination or, if less, the actual number of fiscal years the Executive has participated in the MVC plan, and any other type or form of compensation paid to the Executive by the Company (or any corporation (an “Affiliate”) affiliated with the Company within the meaning of Section 1504 of the Internal Revenue Code of 1986 as it may be amended from time to time (the “Code”)) and included in the Executive's ’s gross income for federal tax purposes during the 12-month period ending immediately prior to the Date of Termination, but excluding: a) any amount actually paid to the Executive as a cash payment of the target bonus (regardless of whether all or any portion of such Company bonus was contributed to a deferred compensation plan); b) compensation income recognized as a result of the exercise of stock options or sale of the stock so acquired; and c) any payments actually or constructively received from a plan or arrangement of deferred compensation between Company and the Executive. All of the items included in Annual Compensation shall be those in effect on the Date of Termination and shall be calculated without giving effect to any reduction in such compensation which that would constitute a breach of this Agreement. The Severance Payment shall be made in a single lump sum within 30 days after the Date of Termination; (iii) For the 24-month period after the Date of Termination, the Company shall arrange to provide, at its sole expense, the Executive with life, disability, accident and health insurance benefits substantially similar to those which the Executive is receiving or entitled to receive immediately prior to the Notice of Termination. The Executive shall be responsible for the payment of his or her portion of the premiums for such benefits, (recognizing that the Executive shall remain responsible for payment of the same relative percentage of total premiums as the Executive paid prior to the Date of Termination). The cost of providing such benefits shall be in addition to (and shall not reduce) the Severance Payment. Benefits otherwise receivable by the Executive pursuant to this paragraph (iii) shall be reduced to the extent comparable benefits are actually received by the Executive during such period, and any such benefits actually received by Executive shall be reported to the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). Amended and Restated Change in Control Agreement (e) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 (except as expressly provided in Section 4(d)(iii)) be reduced by any compensation earned by the Executive as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise. (f) The Executive shall be entitled to receive all benefits payable to the Executive under the Company pension and welfare benefit plans or any successor of such plan and any other plan or agreement relating to retirement benefits which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (g) The Executive shall be entitled to exercise all rights and to receive all benefits accruing to the Executive under any and all Company stock purchase and stock option plans or programs, or any successor to any such plans or programs, which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (h) The Company will indemnify the Executive (and the Executive's legal representative or other successors) to the fullest extent permitted (including payment of expenses in advance of final disposition of the proceeding) by the laws of the State of Minnesota, as in effect at the time of the subject act or omission, or the Articles of Incorporation and By-Laws of the Company as in effect at such time or on the date of this Agreement, whichever affords or afforded greater protection to the Executive; and the Executive shall be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and officers, against all costs, charges and expenses whatsoever incurred or sustained by the Executive or the Executive's legal representatives in connection with any action, suit or proceeding to which the Executive (or the Executive's legal representative or other successors) may be made a party by reason of the Executive's being or having been a director, officer or employee of the Company or any of its subsidiaries or his or her serving or having served any other enterprise as a director, officer or employee at the request of the Company, provided that the Company shall cause to be maintained in effect for not less than six years from the date of a Change in Control (to the extent available) policies of directors' and officers' liability insurance of at least the same coverage as those maintained by the Company on the date of this Agreement and containing terms and conditions which are no less advantageous than such policies. Notwithstanding anything herein to the contrary, if the Executive's employment is governed by a separate written employment agreement that provides benefits upon a termination of Amended and Restated Change in Control Agreement employment, the aggregate of any payments or benefits payable under such employment agreement shall offset and reduce the aggregate of payments and benefits under this Agreement.

Compensation Upon Termination or During Disability. Following a Change change in Control control of the Company, as defined in subsection 2(aby Subsection 2(i), upon termination of the Executive's your employment or during a period of Disability, the Executive Disability you shall be entitled to the following benefits: (ai) During any period that the Executive fails you fail to perform your full-time duties with the Company as a result of a Disabilityincapacity due to physical or mental illness, the Company you shall pay the Executive, the Executive's continue to receive your base salary as at the rate in effect at the commencement of any such period period, together with all compensation payable to you under the Pension Plan, Supplemental Plan, Annual Incentive Plan, Savings Plan and the amount of any other form or type of compensation otherwise payable for Nonqualified Savings Plan during such period if the Executive were not so disabledperiod, until such time as this Agreement is terminated pursuant to Subsection 3(i) hereof. Thereafter, in the Executive is event your employment shall be terminated, your benefits shall be determined to be eligible for long term disability benefits under the Company’s retirement, insurance and other compensation plans and programs then in effect in accordance with the Company's insurance programs then in effect or the Executive is terminated for Disabilityterms of such plans and programs. (bii) If the Executive's your employment shall be terminated by the Company for Cause or by the Executive you other than for Good Reason Reason, Disability, death or DisabilityRetirement, the Company shall pay to the Executive his or her you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given given, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due, and the Company shall have no further obligation obligations to the Executive you under this Agreement, except with respect to any benefits to which the Executive is entitled under any Company pension or welfare benefit plan, insurance program or as otherwise required by law. (ciii) If the Executive's your employment shall be terminated by the Company or by the Executive for Disability or Retirement, or by reason of death, the Company shall immediately commence payment to the Executive (or the Executive's designated beneficiaries or estate, if no beneficiary is designated) of any and all benefits to which the Executive is entitled under the Company's retirement and insurance programs then in effect. (d) If the Executive's employment shall be terminated (Aa) by the Company other than for Cause, RetirementRetirement or Disability, Disability or the Executive's death or (Bb) by the Executive you for Good Reason, then the Executive you shall be entitled to the compensation and benefits provided below:below subject to the terms and conditions of this Agreement, including without limitation, paragraph (K) below and Section 7 hereof. (iA) The Company shall pay the Executive, you your full base salary through the Date of Termination, Termination at the Executive's base salary as rate in effect at the time the Notice of Termination is given and given, plus all other amounts to which you are entitled under any other form compensation plan or type program of compensation the Company, at the time such payments are due, except as otherwise payable for such period;provided below. (iiB) In lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Company shall pay a as severance payment (the "Severance Payment") pay to you severance payments equal to two three times the Executive's sum of (x) your annual base salary in effect immediately prior to the occurrence of the circumstance giving rise to the Notice of Termination given in respect thereof, and (y) the greater of (I) your target award under the Annual Compensation as defined below. For purposes Incentive Plan or similar successor plan for the year in which the Date of this Section 4Termination occurs, Annual Compensation shall mean the Executive's annual salary or (regardless of whether all or any portion of such salary has Amended and Restated Change in Control Agreement been contributed to a deferred compensation plan), II) the average annual Management Variable Compensation ("MVC") earned amount of the Award paid to you pursuant to the Annual Incentive Plan or similar successor plan with respect to the five years immediately preceding that in which the Date of Termination occurs, such average annual amount being calculated by aggregating all such Awards paid with respect to such five years and dividing such aggregate amount by the Executive during number of years for which such an Award was actually paid to you. You acknowledge that an amount equal to one times the three sum of (3x) plus (y) above is in consideration of your agreement to the terms of Sections 5 through 7 below and shall be paid in a lump sum in accordance with paragraph (J) below. (C) Notwithstanding any provision of the Annual Incentive Plan, the Company shall pay to you a lump sum amount under that plan at least equal to the sum of (x) any incentive compensation under the Annual Incentive Plan which has been allocated or awarded to you for a completed fiscal years immediately year or other measuring period preceding the Date of Termination orbut has not yet been paid, if lessand (y) a pro rata portion to the Date of Termination for the current fiscal year or other measuring period of the amount equal to the Target Award percentage applicable to you under the Annual Incentive Plan or similar successor plan on the Date of Termination times your annual base salary then in effect. (D) The Compensation Committee shall determine, in its sole discretion, the actual number method of fiscal years settling the Executive has participated value of all shares of common stock of RYERSON (“RYERSON Shares”) issuable upon exercise of outstanding stock options granted to you under ▇▇▇▇▇▇▇’▇ stock option plans (“Options”) (which Options shall be cancelled upon the making of the settlement referred to in (1) or (2) below). (1) If the Compensation Committee determines to settle such Options in cash, you shall receive an amount in cash equal to the product of (i) the excess of (x) in the MVC plan, and any other type or form case of compensation paid to the Executive by the Company incentive stock options (or any corporation (an Affiliate) affiliated with the Company within the meaning of Section 1504 as defined in section 422A of the Internal Revenue Code of 1986 1986, as it may be amended from time to time (the “Code”)) and included in the Executive's gross income for federal tax purposes during the 12-month period ending immediately (“ISOs”), granted prior to the Date date of Terminationthis Agreement (without regard to any renewal hereof), but excluding: a) any amount actually paid to the Executive closing price of ▇▇▇▇▇▇▇’▇ shares as a cash payment of the target bonus (regardless of whether all or any portion of such Company bonus was contributed to a deferred compensation plan); b) compensation income recognized as a result of the exercise of stock options or sale of the stock so acquired; and c) any payments actually or constructively received from a plan or arrangement of deferred compensation between Company and the Executive. All of the items included in Annual Compensation shall be those in effect reported on the Date of Termination and shall be calculated without giving effect to any reduction in such compensation which would constitute a breach of this Agreement. The Severance Payment shall be made in a single lump sum within 30 days after the Date of Termination; (iii) For the 24-month period after the Date of Termination, the Company shall arrange to provide, at its sole expense, the Executive with life, disability, accident and health insurance benefits substantially similar to those which the Executive is receiving New York Stock Exchange Composite Transactions on or entitled to receive immediately prior to the Notice of Termination. The Executive shall be responsible for the payment of his or her portion of the premiums for such benefits, (recognizing that the Executive shall remain responsible for payment of the same relative percentage of total premiums as the Executive paid prior to the Date of Termination). The cost of providing such benefits shall be in addition to (and shall not reduce) the Severance Payment. Benefits otherwise receivable by the Executive pursuant to this paragraph (iii) shall be reduced to the extent comparable benefits are actually received by the Executive during such period, and any such benefits actually received by Executive shall be reported to the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). Amended and Restated Change in Control Agreement (e) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 (except as expressly provided in Section 4(d)(iii)) be reduced by any compensation earned by the Executive as the result of employment by another employer or by retirement benefits after nearest the Date of Termination, or otherwise. in the case of all other Options (f) The Executive shall be entitled other than ISOs granted prior to receive all benefits payable to the Executive under the Company pension and welfare benefit plans or any successor of such plan and any other plan or agreement relating to retirement benefits which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (g) The Executive shall be entitled to exercise all rights and to receive all benefits accruing to the Executive under any and all Company stock purchase and stock option plans or programs, or any successor to any such plans or programs, which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (h) The Company will indemnify the Executive (and the Executive's legal representative or other successors) to the fullest extent permitted (including payment of expenses in advance of final disposition of the proceeding) by the laws of the State of Minnesota, as in effect at the time of the subject act or omission, or the Articles of Incorporation and By-Laws of the Company as in effect at such time or on the date of this Agreement, whichever affords or afforded greater protection to the Executive; and the Executive shall be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and officers, against all costs, charges and expenses whatsoever incurred or sustained by the Executive or the Executive's legal representatives in connection with any action, suit or proceeding to which the Executive (or the Executive's legal representative or other successors) may be made a party by reason of the Executive's being or having been a director, officer or employee of the Company or any of its subsidiaries or his or her serving or having served any other enterprise as a director, officer or employee at the request of the Company, provided that the Company shall cause to be maintained in effect for not less than six years from the date of a Change in Control (to the extent available) policies of directors' and officers' liability insurance of at least the same coverage as those maintained by the Company on the date of this Agreement and containing terms and conditions which are no less advantageous than such policies. Notwithstanding anything herein (without regard to any renewal hereof)), the contrary, if the Executive's employment is governed by a separate written employment agreement that provides benefits upon a termination of Amended and Restated Change in Control Price (as defined below), over (y) the per share exercise price of each Option then held by you (whether or not then fully exercisable), times (ii) the number of RYERSON Shares covered by each such Option. (2) If the Compensation Committee determines to settle such Options in shares, you shall receive shares equal to the amount of cash determined pursuant to paragraph (1) above, divided by (x) in the case of ISOA granted after the date of this Agreement employment(without regard to any renewal hereof), the aggregate closing price of Ryerson’s shares as reported on the New York Stock Exchange Composite Transactions on or nearest the Date of Termination, or in the case of all other Options (other than ISOA granted prior to the date of this Agreement (without regard to any payments or benefits payable under such employment agreement shall offset and reduce renewal hereof), the aggregate of payments and benefits under this AgreementChange in Control Price, with any fractional shares paid in cash.

Compensation Upon Termination or During Disability. Following a Change in Control of the Company, as defined in subsection 2(a)Corporation, upon termination of the Executive's your employment or during a period of Disabilitydisability, the Executive you shall be entitled to the following benefits: (a) i. During any period that the Executive fails you fail to perform your full-time duties with the Company Corporation as a result of a Disabilityincapacity due to physical or mental illness, the Company you shall pay the Executive, the Executive's continue to receive your base salary as at the rate in effect at the commencement of any such period and period, together with all amounts payable to you under any compensation plan of the amount of any other form or type of compensation otherwise payable for Corporation during such period if the Executive were not so disabledperiod, until such time as the Executive is determined to be eligible for long term disability benefits in accordance with the Company's insurance programs then in effect or the Executive this Agreement is terminated for Disability. (bpursuant to Section 3(i) If above. Thereafter, or in the Executive's event your employment shall be terminated by the Company Corporation or by you for Retirement, or by reason of your death, your benefits shall be determined under the Corporation's retirement, insurance and other compensation programs then in effect in accordance with the terms of such programs. ii. If your employment shall be terminated after a Change in Control by the Corporation for Cause or by the Executive you other than for Good Reason or Reason, Disability, death or Retirement, the Company Corporation shall pay to the Executive his or her you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given given, plus all other amounts and benefits to which you are entitled under any compensation plan of the Corporation at the time such payments are due, and the Company Corporation shall have no further obligation obligations to the Executive you under this Agreement, except with respect to any benefits to which the Executive is entitled under any Company pension or welfare benefit plan, insurance program or as otherwise required by law. (c) iii. If the Executive's your employment shall be terminated by the Company or by the Executive for Disability or Retirement, or by reason of death, the Company shall immediately commence payment to the Executive after a Change in Control (or the Executive's designated beneficiaries or estate, if no beneficiary is designated) of any and all benefits to which the Executive is entitled under the Company's retirement and insurance programs then in effect. (d) If the Executive's employment shall be terminated (Aa) by the Company Corporation other than for Cause, RetirementRetirement or Disability, Disability or the Executive's death or (Bb) by the Executive you for Good Reason, then the Executive you shall be entitled to the benefits provided below: (i) A. All prior stock awards shall immediately be considered fully vested. B. The Company Corporation shall continue to pay the Executive, through the Date of Termination, the Executive's base salary as any medical or dental benefits in effect at the time the Notice of Termination is given for two years following the Date of Termination. C. The Corporation shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts and benefits to which you are entitled under any other form or type compensation plan of compensation the Corporation, at the time such payments are due, except as otherwise payable for such period;provided below. (ii) D. In lieu of any further salary or performance bonus compensation payments to you for periods subsequent to the Date of Termination, the Company Corporation shall pay to you a lump sum severance payment (together with the payments provided in paragraph (E) below, the "Severance PaymentPayments") equal to two times the Executive's Annual Compensation as defined below. For purposes sum of this Section 4, Annual Compensation shall mean the Executive's annual salary (regardless of whether all or any i) a prorated portion of such salary has Amended and Restated Change in Control Agreement been contributed any unpaid quarterly performance bonus compensation estimated to a deferred compensation plan), be due for the average annual Management Variable Compensation ("MVC") earned by the Executive quarter during the three (3) fiscal years immediately preceding which the Date of Termination oroccurs through the Date of Termination, (ii) two times the sum of the annual base salary in effect immediately prior to the occurrence of the circumstance(s) giving rise to the Notice of Termination given in respect of them, (iii) eight times the sum of the quarterly performance bonus compensation, if lessany, due to you for the actual number of fiscal years the Executive has participated in the MVC plan, and any other type or form of compensation paid to the Executive by the Company (or any corporation (an Affiliate) affiliated with the Company within the meaning of Section 1504 of the Internal Revenue Code of 1986 as it may be amended from time to time (the Code)) and included in the Executive's gross income for federal tax purposes during the 12-month period ending most recently completed quarter immediately prior to the Date of Termination, and (iv) an amount based on the acquisition price of the Corporation, if any, in the Change in Control as follows: 1. $1,500,000 if the acquisition price is at least $8,000,000 and at least one times sales but excluding: a) any less than two times sales; 2. $3,000,000 if the acquisition price is at least $15,000,000 and at least two times sales but less than three times sales; 3. $5,000,000 if the acquisition price is at least $20,000,000 and at least three times sales but less than five times sales; or 4. $5,000,000 plus an amount actually paid equal to $500,000 multiplied by an amount equal to the Executive acquisition price divided by sales minus five, but only if the acquisition price is at least $40,000,000 and at least five times sales (i.e., $7,500,000 if the acquisition price were $100,000,000 and sales were $10,000,000). E. The Corporation shall pay to you any deferred compensation, including, but not limited to deferred bonuses, allocated or credited to you or your account as a cash payment of the target bonus (regardless of whether all or any portion of such Company bonus was contributed to a deferred compensation plan); b) compensation income recognized as a result of the exercise of stock options or sale of the stock so acquired; and c) any payments actually or constructively received from a plan or arrangement of deferred compensation between Company and the Executive. All of the items included in Annual Compensation shall be those in effect on the Date of Termination and shall be calculated without giving effect to any reduction in such compensation which would constitute a breach of this Agreement. The Severance Payment shall be made in a single lump sum within 30 days after the Date of Termination;. (iii) For the 24-month period after the Date of Termination, the Company shall arrange to provide, at its sole expense, the Executive with life, disability, accident and health insurance benefits substantially similar to those which the Executive is receiving or entitled to receive immediately prior to the Notice of Termination. F. The Executive shall be responsible for the payment of his or her portion of the premiums for such benefits, (recognizing that the Executive shall remain responsible for payment of the same relative percentage of total premiums as the Executive paid prior to the Date of Termination). The cost of providing such benefits shall be in addition to (and shall not reduce) the Severance Payment. Benefits otherwise receivable by the Executive pursuant to this paragraph (iii) shall be reduced to the extent comparable benefits are actually received by the Executive during such period, and any such benefits actually received by Executive shall be reported to the Company; and (iv) The Company Corporation shall also pay to the Executive you all legal fees and expenses incurred by the Executive you as a result of such termination including all such fees and expenses incurred by you as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") to any payment or benefit provided under this Agreement)). G. The payments provided for in paragraphs (C), (D), and (E) above, shall be made no later than the fifth day following the Date of Termination, provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Corporation shall pay to you on such day an estimate, as determined in good faith by the Corporation, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount can be determined but in no event later than the 30th day after the Date of Termination. Amended In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Corporation to you payable on the fifth day after demand by the Corporation (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). iv. In the event that you are a "disqualified individual" within the meaning of Section 280G of the Code, the parties expressly agree that the payments described in this Section 4 and Restated Change all other payments to you under any other agreements or arrangements with any persons which constitute "parachute payments" within the meaning of Section 280G of the Code are collectively subject to an overall maximum limit. Such maximum limit shall be $1 less than the aggregate amount which would otherwise cause any such payments to be considered a "parachute payment" within the meaning of Section 280G of the Code, as determined by the Corporation. Accordingly, to the extent that such payments would be considered a "parachute payment" with respect to you, then the portions of such payments shall be reduced or eliminated in Control Agreementthe following order until the remaining change of control termination payments with respect to you is within the maximum described in this subsection (iv): 1. First, any cash payment to you; 2. Second, any change of control termination payments not described herein; and 3. Third, any forgiveness of indebtedness of yours to the Corporation. You expressly and irrevocably waive any and all rights to receive any change of control termination payments, which exceed the maximum limit described in this subsection (e) The Executive iv). v. You shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 (except as expressly provided in Section 4(d)(iii)) be reduced by any compensation earned by the Executive you as the result of employment by another employer or employer, by retirement benefits after benefits, by offset against any amount claimed to be owed by you to the Date of TerminationCorporation, or otherwise. otherwise except as specifically provided in this Section 4. (f) The Executive vi). In addition to all other amounts payable to you under this Section 4, you shall be entitled to receive all benefits payable to the Executive you under the Company pension and welfare benefit plans or any successor of such plan Corporation's 401(k) Pre-Tax Retirement Savings Plan and any other plan or agreement relating to retirement benefits which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4benefits. (g) The Executive shall be entitled to exercise all rights and to receive all benefits accruing to the Executive under any and all Company stock purchase and stock option plans or programs, or any successor to any such plans or programs, which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (h) The Company will indemnify the Executive (and the Executive's legal representative or other successors) to the fullest extent permitted (including payment of expenses in advance of final disposition of the proceeding) by the laws of the State of Minnesota, as in effect at the time of the subject act or omission, or the Articles of Incorporation and By-Laws of the Company as in effect at such time or on the date of this Agreement, whichever affords or afforded greater protection to the Executive; and the Executive shall be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and officers, against all costs, charges and expenses whatsoever incurred or sustained by the Executive or the Executive's legal representatives in connection with any action, suit or proceeding to which the Executive (or the Executive's legal representative or other successors) may be made a party by reason of the Executive's being or having been a director, officer or employee of the Company or any of its subsidiaries or his or her serving or having served any other enterprise as a director, officer or employee at the request of the Company, provided that the Company shall cause to be maintained in effect for not less than six years from the date of a Change in Control (to the extent available) policies of directors' and officers' liability insurance of at least the same coverage as those maintained by the Company on the date of this Agreement and containing terms and conditions which are no less advantageous than such policies. Notwithstanding anything herein to the contrary, if the Executive's employment is governed by a separate written employment agreement that provides benefits upon a termination of Amended and Restated Change in Control Agreement employment, the aggregate of any payments or benefits payable under such employment agreement shall offset and reduce the aggregate of payments and benefits under this Agreement.

Compensation Upon Termination or During Disability. Following a Change in Control of the Company, as defined in subsection 2(a), upon termination of the Executive's ’s employment or during a period of Disability, the Executive shall be entitled to the following benefits: (a) During any period that the Executive fails to perform full-time duties with the Company as a result of a Disability, the Company shall pay the Executive, the Executive's ’s base salary as in effect at the commencement of any such period and the amount of any other form or type of compensation otherwise payable for such period if the Executive were not so disabled, until such time as the Executive is determined to be eligible for long term disability benefits in accordance with the Company's ’s insurance programs then in effect or the Executive is terminated for Disability.” (b) If the Executive's ’s employment shall be terminated by the Company for Cause or by the Executive other than for Good Reason or Disability, the Company shall pay to the Executive his or her full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligation to the Executive under this Agreement, except with respect to any benefits to which the Executive is entitled under any Company pension or welfare benefit plan, insurance program or as otherwise required by law. (c) If the Executive's ’s employment shall be terminated by the Company or by the Executive for Disability or Retirement, or by reason of death, the Company shall immediately commence payment to the Executive (or the Executive's ’s designated beneficiaries or estate, if no beneficiary is designated) of any and all benefits to which the Executive is entitled under the Company's ’s retirement and insurance programs then in effect. (d) If the Executive's ’s employment shall be terminated (A) by the Company other than for Cause, Retirement, Disability or the Executive's ’s death or (B) by the Executive for Good Reason, then the Executive shall be entitled to the benefits provided below: (i) The Company shall pay the Executive, through the Date of Termination, the Executive's ’s base salary as in effect at the time the Notice of Termination is given and any other form or type of compensation otherwise payable for such period;; Change in Control Agreement (ii) In lieu of any further salary payments for periods subsequent to the Date of Termination, the Company shall pay a severance payment (the "“Severance Payment"”) equal to two times the Executive's ’s Annual Compensation as defined below. For purposes of this Section 4, “Annual Compensation Compensation” shall mean the Executive's ’s annual salary (regardless of whether all or any portion of such salary has Amended and Restated Change in Control Agreement been contributed to a deferred compensation plan), the average annual Management Variable Compensation ("“MVC"”) earned by the Executive during the three (3) fiscal years immediately preceding the Date of Termination or, if less, the actual number of fiscal years the Executive has participated in the MVC plan, and any other type or form of compensation paid to the Executive by the Company (or any corporation (an “Affiliate”) affiliated with the Company within the meaning of Section 1504 of the Internal Revenue Code of 1986 as it may be amended from time to time (the “Code”)) and included in the Executive's ’s gross income for federal tax purposes during the 12-month period ending immediately prior to the Date of Termination, but excluding: a) any amount actually paid to the Executive as a cash payment of the target bonus (regardless of whether all or any portion of such Company bonus was contributed to a deferred compensation plan); b) compensation income recognized as a result of the exercise of stock options or sale of the stock so acquired; and c) any payments actually or constructively received from a plan or arrangement of deferred compensation between Company and the Executive. All of the items included in Annual Compensation shall be those in effect on the Date of Termination and shall be calculated without giving effect to any reduction in such compensation which that would constitute a breach of this Agreement. The Severance Payment shall be made in a single lump sum within 30 days after the Date of Termination; (iii) For the 24-month period after the Date of Termination, the Company shall arrange to provide, at its sole expense, the Executive with life, disability, accident and health insurance benefits substantially similar to those which the Executive is receiving or entitled to receive immediately prior to the Notice of Termination. The Executive shall be responsible for the payment of his or her portion of the premiums for such benefits, (recognizing that the Executive shall remain responsible for payment of the same relative percentage of total premiums as the Executive paid prior to the Date of Termination). The cost of providing such benefits shall be in addition to (and shall not reduce) the Severance Payment. Benefits otherwise receivable by the Executive pursuant to this paragraph (iii) shall be reduced to the extent comparable benefits are actually received by the Executive during such period, and any such benefits actually received by Executive shall be reported to the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). Amended and Restated Change in Control Agreement (e) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 (except as expressly provided in Section 4(d)(iii)) be reduced by any compensation earned by the Executive as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise. (f) The Executive shall be entitled to receive all benefits payable to the Executive under the Company pension and welfare benefit plans or any successor of such plan and any other plan or agreement relating to retirement benefits which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (g) The Executive shall be entitled to exercise all rights and to receive all benefits accruing to the Executive under any and all Company stock purchase and stock option plans or programs, or any successor to any such plans or programs, which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (h) The Company will indemnify the Executive (and the Executive's legal representative or other successors) to the fullest extent permitted (including payment of expenses in advance of final disposition of the proceeding) by the laws of the State of Minnesota, as in effect at the time of the subject act or omission, or the Articles of Incorporation and By-Laws of the Company as in effect at such time or on the date of this Agreement, whichever affords or afforded greater protection to the Executive; and the Executive shall be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and officers, against all costs, charges and expenses whatsoever incurred or sustained by the Executive or the Executive's legal representatives in connection with any action, suit or proceeding to which the Executive (or the Executive's legal representative or other successors) may be made a party by reason of the Executive's being or having been a director, officer or employee of the Company or any of its subsidiaries or his or her serving or having served any other enterprise as a director, officer or employee at the request of the Company, provided that the Company shall cause to be maintained in effect for not less than six years from the date of a Change in Control (to the extent available) policies of directors' and officers' liability insurance of at least the same coverage as those maintained by the Company on the date of this Agreement and containing terms and conditions which are no less advantageous than such policies. Notwithstanding anything herein to the contrary, if the Executive's employment is governed by a separate written employment agreement that provides benefits upon a termination of Amended and Restated Change in Control Agreement employment, the aggregate of any payments or benefits payable under such employment agreement shall offset and reduce the aggregate of payments and benefits under this Agreement.

Compensation Upon Termination or During Disability. Following a Change in Control of the Company, as defined in subsection 2(a), upon termination of the Executive's employment or during a period of Disability, the Executive shall be entitled to the following benefits: (a) During any period that the Executive fails to perform full-time duties with the Company as a result of a Disability, the Company shall pay the Executive, the Executive's base salary as in effect at the commencement of any such period and the amount of any other form or type of compensation otherwise payable for such period if the Executive were not so disabled, until such time as the Executive is determined to be eligible for long term disability benefits in accordance with the Company's insurance programs then in effect or the Executive is terminated for Disability.” (b) If the Executive's employment shall be terminated by the Company for Cause or by the Executive other than for Good Reason or Disability, the Company shall pay to the Executive his or her full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligation to the Executive under this Agreement, except with respect to any benefits to which the Executive is entitled under any Company pension or welfare benefit plan, insurance program or as otherwise required by law. (c) If the Executive's employment shall be terminated by the Company or by the Executive for Disability or RetirementRetire­ment, or by reason of death, the Company shall immediately commence payment to the Executive (or the Executive's designated beneficiaries or estate, if no beneficiary is designated) of any and all benefits to which the Executive is entitled under the Company's retirement and insurance programs then in effect. (d) If the Executive's employment shall be terminated (A) by the Company other than for Cause, Retirement, Disability or the Executive's ’s death or (B) by the Executive for Good Reason, then the Executive shall be entitled to the benefits provided below:: Change in Control Agreement (i) The Company shall pay the Executive, through the Date of Termination, the Executive's base salary as in effect at the time the Notice of Termination is given and any other form or type of compensation otherwise payable for such period; (ii) In lieu of any further salary payments for periods subsequent to the Date of Termination, the Company shall pay a severance payment (the "“Severance Payment"”) equal to two times the Executive's Annual Compensation as defined below. For purposes of this Section 4, “Annual Compensation Compensation” shall mean the Executive's ’s annual salary (regardless of whether all or any portion of such salary has Amended and Restated Change in Control Agreement been contributed to a deferred compensation plan), the average annual Management Variable Compensation ("“MVC"”) earned by the Executive during the three (3) fiscal years immediately preceding the Date of Termination or, if less, the actual number of fiscal years the Executive has participated in the MVC plan, and any other type or form of compensation paid to the Executive by the Company (or any corporation (an “Affiliate”) affiliated with the Company within the meaning of Section 1504 of the Internal Revenue Code of 1986 as it may be amended from time to time (the “Code”)) and included in the Executive's ’s gross income for federal tax purposes during the 12-month period ending immediately prior to the Date of Termination, but excluding: a) any amount actually paid to the Executive as a cash payment of the target bonus (regardless of whether all or any portion of such Company bonus was contributed to a deferred compensation plan); b) compensation income recognized as a result of the exercise of stock options or sale of the stock so acquired; and c) any payments actually or constructively received from a plan or arrangement of deferred compensation between Company and the Executive. All of the items included in Annual Compensation shall be those in effect on the Date of Termination and shall be calculated without giving effect to any reduction in such compensation which that would constitute a breach of this Agreement. The Severance Payment shall be made in a single lump sum within 30 days after the Date of Termination; (iii) For the 24-month period after the Date of Termination, the Company shall arrange to provide, at its sole expense, the Executive with life, disability, accident and health insurance benefits substantially similar to those which the Executive is receiving or entitled to receive immediately prior to the Notice of Termination. The Executive shall be responsible for the payment of his or her portion of the premiums for such benefits, (recognizing that the Executive shall remain responsible for payment of the same relative percentage of total premiums as the Executive paid prior to the Date of Termination). The cost of providing such benefits shall be in addition to (and shall not reduce) the Severance Payment. Benefits otherwise receivable by the Executive pursuant to this paragraph (iii) shall be reduced to the extent comparable benefits are actually received by the Executive during such period, and any such benefits actually received by Executive shall be reported to the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). Amended and Restated Change in Control Agreement (e) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 (except as expressly provided in Section 4(d)(iii)) be reduced by any compensation earned by the Executive as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise. (f) The Executive shall be entitled to receive all benefits payable to the Executive under the Company pension and welfare benefit plans or any successor of such plan and any other plan or agreement relating to retirement benefits which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (g) The Executive shall be entitled to exercise all rights and to receive all benefits accruing to the Executive under any and all Company stock purchase and stock option plans or programs, or any successor to any such plans or programs, which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (h) The Company will indemnify the Executive (and the Executive's legal representative or other successors) to the fullest extent permitted (including payment of expenses in advance of final disposition of the proceeding) by the laws of the State of Minnesota, as in effect at the time of the subject act or omission, or the Articles of Incorporation and By-Laws of the Company as in effect at such time or on the date of this Agreement, whichever affords or afforded greater protection to the Executive; and the Executive shall be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and officers, against all costs, charges and expenses whatsoever incurred or sustained by the Executive or the Executive's legal representatives in connection with any action, suit or proceeding to which the Executive (or the Executive's legal representative or other successors) may be made a party by reason of the Executive's being or having been a director, officer or employee of the Company or any of its subsidiaries or his or her serving or having served any other enterprise as a director, officer or employee at the request of the Company, provided that the Company shall cause to be maintained in effect for not less than six years from the date of a Change in Control (to the extent available) policies of directors' and officers' liability insurance of at least the same coverage as those maintained by the Company on the date of this Agreement and containing terms and conditions which are no less advantageous than such policies. Notwithstanding anything herein to the contrary, if the Executive's employment is governed by a separate written employment agreement that provides benefits upon a termination of Amended and Restated Change in Control Agreement employment, the aggregate of any payments or benefits payable under such employment agreement shall offset and reduce the aggregate of payments and benefits under this Agreement.

Compensation Upon Termination or During Disability. Following a Change in Control of the Company, as defined in subsection 2(a), upon termination of the Executive's employment or during a period of Disability, the Executive shall be entitled to the following benefits: (a) During any period that the Executive fails to perform full-time duties with the Company as a result of a Disability, the Company shall pay the Executive, the Executive's base salary as in effect at the commencement of any such period and the amount of any other form or type of compensation otherwise payable for such period if the Executive were not so disabled, until such time as the Executive is determined to be eligible for long term disability benefits in accordance with the Company's insurance programs then in effect or the Executive is terminated for Disability. (b) If the Executive's employment shall be terminated by the Company for Cause or by the Executive other than for Good Reason or Disability, the Company shall pay to the Executive his or her full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligation to the Executive under this Agreement, except with respect to any benefits to which the Executive is entitled under any Company pension or welfare benefit plan, insurance program or as otherwise required by law. (c) If the Executive's employment shall be terminated by the Company or by the Executive for Disability or Retirement, or by reason of death, the Company shall immediately commence payment to the Executive (or the Executive's designated beneficiaries or estate, if no beneficiary is designated) of any and all benefits to which the Executive is entitled under the Company's retirement and insurance programs then in effect. (d) If the Executive's employment shall be terminated (A) by the Company other than for Cause, Retirement, Disability or the Executive's death or (B) by the Executive for Good Reason, then the Executive shall be entitled to the benefits provided below: (i) The Company shall pay the Executive, through the Date of Termination, the Executive's base salary as in effect at the time the Notice of Termination is given and any other form or type of compensation otherwise payable for such period; (ii) In lieu of any further salary payments for periods subsequent to the Date of Termination, the Company shall pay a severance payment (the "Severance Payment") equal to two times the Executive's Annual Compensation as defined below. For purposes of this Section 4, Annual Compensation shall mean the Amended and Restated Change in Control Agreement Executive's annual salary (regardless of whether all or any portion of such salary has Amended and Restated Change in Control Agreement been contributed to a deferred compensation plan), the average annual Management Variable Compensation ("MVC") earned by the Executive during the three (3) fiscal years immediately preceding the Date of Termination or, if less, the actual number of fiscal years the Executive has participated in the MVC plan, and any other type or form of compensation paid to the Executive by the Company (or any corporation (an Affiliate) affiliated with the Company within the meaning of Section 1504 of the Internal Revenue Code of 1986 as it may be amended from time to time (the Code)) and included in the Executive's gross income for federal tax purposes during the 12-month period ending immediately prior to the Date of Termination, but excluding: a) any amount actually paid to the Executive as a cash payment of the target bonus (regardless of whether all or any portion of such Company bonus was contributed to a deferred compensation plan); b) compensation income recognized as a result of the exercise of stock options or sale of the stock so acquired; and c) any payments actually or constructively received from a plan or arrangement of deferred compensation between Company and the Executive. All of the items included in Annual Compensation shall be those in effect on the Date of Termination and shall be calculated without giving effect to any reduction in such compensation which would constitute a breach of this Agreement. The Severance Payment shall be made in a single lump sum within 30 days after the Date of Termination; (iii) For the 24-month period after the Date of Termination, the Company shall arrange to provide, at its sole expense, the Executive with life, disability, accident and health insurance benefits substantially similar to those which the Executive is receiving or entitled to receive immediately prior to the Notice of Termination. The Executive shall be responsible for the payment of his or her portion of the premiums for such benefits, (recognizing that the Executive shall remain responsible for payment of the same relative percentage of total premiums as the Executive paid prior to the Date of Termination). The cost of providing such benefits shall be in addition to (and shall not reduce) the Severance Payment. Benefits otherwise receivable by the Executive pursuant to this paragraph (iii) shall be reduced to the extent comparable benefits are actually received by the Executive during such period, and any such benefits actually received by Executive shall be reported to the Company; and (iv) The Company shall also pay to the Executive all legal fees and expenses incurred by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). Amended and Restated Change in Control Agreement (e) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 (except as expressly provided in Section 4(d)(iii)) be reduced by any compensation earned by the Executive as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise. (f) The Executive shall be entitled to receive all benefits payable to the Executive under the Company pension and welfare benefit plans or any successor of such plan and any other plan or agreement relating to retirement benefits which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (g) The Executive shall be entitled to exercise all rights and to receive all benefits accruing to the Executive under any and all Company stock purchase and stock option plans or programs, or any successor to any such plans or programs, which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (h) The Company will indemnify the Executive (and the Executive's legal representative or other successors) to the fullest extent permitted (including payment of expenses in advance of final disposition of the proceeding) by the laws of the State of Minnesota, as in effect at the time of the subject act or omission, or the Articles of Incorporation and By-Laws of the Company as in effect at such time or on the date of this Agreement, whichever affords or afforded greater protection to the Executive; and the Executive shall be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and officers, against all costs, charges and expenses whatsoever incurred or sustained by the Executive or the Executive's legal representatives in connection with any action, suit or proceeding to which the Executive (or the Executive's legal representative or other successors) may be made a party by reason of the Executive's being or having been a director, officer or employee of the Company or any of its subsidiaries or his or her serving or having served any other enterprise as a director, officer or employee at the request of the Company, provided that the Company shall cause to be maintained in effect for not less than six years from the date of a Change in Control (to the extent available) policies of directors' and officers' liability insurance of at least the same coverage as those maintained by the Company on the date of this Agreement and containing terms and conditions which are no less advantageous than such policies. Notwithstanding anything herein to the contrary, if the Executive's employment is governed by a separate written employment agreement that provides benefits upon a termination of Amended and Restated Change in Control Agreement employment, the aggregate of any payments or benefits payable under such employment agreement shall offset and reduce the aggregate of payments and benefits under this Agreement.

Compensation Upon Termination or During Disability. Following a Change in Control of the Company, as defined in subsection 2(a), upon termination of the Executive's employment or during a period of Disability, the Executive The Employee shall be entitled to the following benefitsbenefits during a period of disability, or upon termination of her employment, as the case may be, provided that such period or termination occurs during the Term of this Agreement: (a) During any period that the Executive Employee fails to perform her full-time duties with the Company as a result of a Disabilityincapacity due to physical or mental illness, the Company she shall pay the Executive, the Executive's continue to receive her base salary as at the rate in effect at the commencement of any such period and period, together with all compensation payable to her under the amount of any Company’s disability plan or program or other form or type of compensation otherwise payable for similar plan during such period if the Executive were not so disabledperiod, until such time as her employment is terminated pursuant to Section 11 hereof. Thereafter, or in the Executive is event the Employee’s employment shall be terminated by reason of her death, her benefits shall be determined to be eligible for long term disability benefits under the Company’s retirement, insurance and other compensation programs then in effect in accordance with the Company's insurance programs then in effect or the Executive is terminated for Disabilityterms of such programs. (b) If at any time the Executive's Employee’s employment shall be terminated terminated: (i) by the Company for Cause or Disability or (ii) by the Executive her for any reason (other than in a Voluntary Termination or for Good Reason or Disabilityfollowing the occurrence of a Change in Control), the Company shall pay to the Executive his or Employee her full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given given, plus all other amounts to which she is entitled through the Date of Termination under any compensation plan of the Company at the time such payments are due, and the Company shall have no further obligation obligations to the Executive her under this Agreement, except with respect to any benefits to which the Executive is entitled under any Company pension or welfare benefit plan, insurance program or as otherwise required by law. (c) If the Executive's Employee’s employment shall should be terminated by the Company or by the Executive for Disability or Retirement, or terminated: (1) by reason of her death, the Company shall immediately commence payment to the Executive (or the Executive's designated beneficiaries or estate, if no beneficiary is designated) of any and all benefits to which the Executive is entitled under the Company's retirement and insurance programs then in effect. (d) If the Executive's employment shall be terminated (A2) by the Company other than for CauseCause or Disability, Retirement, Disability or the Executive's death or (B3) by the Executive for Good ReasonCompany giving notice to Employee of its election not to extend this Agreement pursuant to paragraph 2 hereof, then or (4) by the Executive Employee in a Voluntary Termination, she shall be entitled to the benefits provided below: (i) The the Company shall pay to the Executive, Employee or the appropriate payee (as determined in accordance with Section 13(c)) (A) her full base salary through the Date of Termination, Termination at the Executive's base salary as rate in effect at the time the Notice of Termination is given given; plus (B)(x) in the case of death or a Voluntary Termination all salary and any bonus payments that would have been payable to the Employee pursuant to this Agreement for the remaining Term of this Agreement, or (y) in all other form or type cases, all salary and bonus payments that would have been payable to the Employee had the Employee continued to be employed for a period of compensation otherwise payable 12 months, assuming for the purpose of such payments that her salary for such period; (ii) In lieu of any further salary payments for periods subsequent to the Date of Termination, the Company shall pay a severance payment (the "Severance Payment") remaining period is equal to two times the Executive's Annual Compensation as defined below. For purposes of this Section 4, Annual Compensation shall mean the Executive's annual her salary (regardless of whether all or any portion of such salary has Amended and Restated Change in Control Agreement been contributed to a deferred compensation plan), the average annual Management Variable Compensation ("MVC") earned by the Executive during the three (3) fiscal years immediately preceding the Date of Termination or, if less, the actual number of fiscal years the Executive has participated in the MVC plan, and any other type or form of compensation paid to the Executive by the Company (or any corporation (an Affiliate) affiliated with the Company within the meaning of Section 1504 of the Internal Revenue Code of 1986 as it may be amended from time to time (the Code)) and included in the Executive's gross income for federal tax purposes during the 12-month period ending immediately prior to the Date of Termination, but excluding: a) any amount actually paid to the Executive as a cash payment of the target bonus (regardless of whether all or any portion of such Company bonus was contributed to a deferred compensation plan); b) compensation income recognized as a result of the exercise of stock options or sale of the stock so acquired; and c) any payments actually or constructively received from a plan or arrangement of deferred compensation between Company and the Executive. All of the items included in Annual Compensation shall be those in effect on at the Date of Termination and shall be calculated without giving effect that her annual bonus for such remaining Term is equal to the average of the annual bonuses paid to her by the Company with respect to the three fiscal years ended immediately prior to the fiscal year in which the Date of termination occurs; plus (C) all other amounts to which she is entitled under any reduction compensation plan of the Company, in such compensation which would constitute a breach of this Agreement. The Severance Payment shall be made cash in a single lump sum within 30 days after no later than the 15th day following the Date of Termination; (iiiii) For the 24for a 12-month period after the Date of Termination, the Company shall arrange to provide, at its sole expense, provide the Executive Employee with life, disability, accident and health insurance benefits substantially similar to those which the Executive is Employee and her covered family members are receiving or entitled to receive immediately prior to the Notice of Termination. The Executive shall be responsible for the payment of his or her portion of the premiums for such benefits, Termination (recognizing that the Executive shall remain responsible for payment of the same relative percentage of total premiums as the Executive paid prior without giving effect to the Date of Termination). The cost of providing any reduction in such benefits shall be subsequent to a Change in addition to (and shall not reduce) the Severance Payment. Benefits otherwise receivable by the Executive pursuant to this paragraph (iii) Control); provided, however, that such continued benefits shall be reduced to the extent comparable benefits are actually received by or made available to the Executive Employee without cost during such period, the 12-month period following the Employee’s termination of employment (and the Employee agrees that she shall promptly report any such benefits actually received by Executive shall be reported to the Company); and (iii) the Company shall continue in effect for the benefit of the Employee all insurance or other provisions for indemnification and defense of officers or directors of the Company which are in effect on the date the Notice of Termination is sent to the Employee with respect to all of her acts and omissions while an officer or director as fully and completely as if such termination had not occurred, and until the final expiration or running of all periods of limitation against actions which may be applicable to such acts or omissions. (iv) The the stock options referred to in shall automatically become fully-vested and exercisable. (d) If the Employee’s employment should be terminated by the Employee for Good Reason following a Change in Control, she shall be entitled to the benefits provided below: (i) the Company shall also pay to the Executive Employee or the appropriate payee (as determined in accordance with Section 13(c)) (A) her full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given; plus (B)(x) in the case of death or a Voluntary Termination all legal fees salary and expenses incurred bonus payments that would have been payable to the Employee pursuant to this Agreement for the remaining Term of this Agreement, or (y) in all other cases, all salary and bonus payments that would have been payable to the Employee had the Employee continued to be employed for a period of 24 months, assuming for the purpose of such payments that her salary for such remaining period is equal to her salary at the Date of Termination and that her annual bonus for such remaining Term is equal to the average of the annual bonuses paid to her by the Executive Company with respect to the three fiscal years ended immediately prior to the fiscal year in which the Date of termination occurs; plus (C) all other amounts to which she is entitled under any compensation plan of the Company, in cash in a lump sum no later than the 15th day following the Date of Termination; (ii) for a 24-month period after the Date of Termination, the Company shall arrange to provide the Employee with life, disability, accident and health insurance benefits substantially similar to those which the Employee and her covered family members are receiving immediately prior to the Notice of Termination (without giving effect to any reduction in such benefits subsequent to a Change in Control); provided, however, that such continued benefits shall be reduced to the extent comparable benefits are actually received by or made available to the Employee without cost during the 24-month period following the Employee’s termination of employment (and the Employee agrees that she shall promptly report any such benefits actually received to the Company); and (iii) the Company shall continue in effect for the benefit of the Employee all insurance or other provisions for indemnification and defense of officers or directors of the Company which are in effect on the date the Notice of Termination is sent to the Employee with respect to all of her acts and omissions while an officer or director as fully and completely as if such termination had not occurred, and until the final expiration or running of all periods of limitation against actions which may be applicable to such acts or omissions. (e) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Employee in connection with the termination of the Employee’s employment (whether such benefit is pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, and all such payments and benefits being hereinafter called “Total Payments”) would not be deductible (in whole or part), by the Company as a result of such termination the application of Section 280G of the Internal Revenue Code of 1986, as amended (including “Code”), then, to the extent necessary to make the nondeductible portion of the Total Payments deductible, (i) the cash payments under this Agreement shall first be reduced (if necessary, to zero), and (ii) all such fees and expensesother non-cash payments under this Agreement shall next be reduced (if necessary, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreementzero). Amended and Restated Change in Control Agreement. (ef) If it is established as described in the preceding subsection (d) that the aggregate benefits paid to or for the Employee’s benefit are in an amount that would result in any portion of such “parachute payments” not being deductible by reason of Section 280G of the Code, then the Employee shall have an obligation to pay the Company upon demand an amount equal to the sum of: (i) the excess of the aggregate “parachute payments” paid to or for the Employee’s benefit over the aggregate “parachute payments” that could have been paid to or for the Employee’s benefit without any portion of such “parachute payments” not being deductible by reason of Section 280G of the Code; and (ii) interest on the amount set forth in clause (i) of this sentence at the rate provided in Section 1274(b)(2)(B) of the Code from the date of the Employee’s receipt of such excess until the date of such payment. (g) The Executive Employee shall not be required to mitigate the amount of any payment provided for in this Section 4 Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 (except as expressly provided in Section 4(d)(iii)) be reduced by any compensation earned by the Executive as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise. (f) The Executive shall be entitled to receive all benefits payable to the Executive under the Company pension and welfare benefit plans or any successor of such plan and any other plan or agreement relating to retirement benefits which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (g) The Executive shall be entitled to exercise all rights and to receive all benefits accruing to the Executive under any and all Company stock purchase and stock option plans or programs, or any successor to any such plans or programs, which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (h) The If the employment of the Employee is terminated by the Company will indemnify without Cause or the Executive (Employee’s employment is terminated by the Employee under conditions entitling her to payment hereunder and the Executive's legal representative or other successors) Company fails to make timely payment of the amounts then owed to the fullest extent permitted (including payment of expenses in advance of final disposition of the proceeding) by the laws of the State of Minnesota, as in effect at the time of the subject act or omission, or the Articles of Incorporation and By-Laws of the Company as in effect at such time or on the date of Employee under this Agreement, whichever affords or afforded greater protection to the Executive; and the Executive Employee shall be entitled to interest on such amounts at the protection rate of any insurance policies 1% above the Company may elect to maintain generally prime rate (defined as the base rate on corporate loans at large U.S. money center commercial banks as published by the Wall Street Journal), compounded monthly, for the benefit of its directors and officers, against all costs, charges and expenses whatsoever incurred or sustained by the Executive or the Executive's legal representatives in connection with any action, suit or proceeding to which the Executive (or the Executive's legal representative or other successors) may be made a party by reason of the Executive's being or having been a director, officer or employee of the Company or any of its subsidiaries or his or her serving or having served any other enterprise as a director, officer or employee at the request of the Company, provided that the Company shall cause to be maintained in effect for not less than six years period from the date of a Change in Control (such amounts were otherwise due until payment is made to the extent available) policies of directors' and officers' liability insurance of at least Employee (which interest shall be in addition to all rights which the same coverage as those maintained by the Company on the date of this Agreement and containing terms and conditions which are no less advantageous than such policies. Notwithstanding anything herein Employee is otherwise entitled to the contrary, if the Executive's employment is governed by a separate written employment agreement that provides benefits upon a termination of Amended and Restated Change in Control Agreement employment, the aggregate of any payments or benefits payable under such employment agreement shall offset and reduce the aggregate of payments and benefits under this Agreement).

Compensation Upon Termination or During Disability. Following a Change in Control of the Company, as defined in subsection 2(a), upon termination of the Executive's employment or during a period of Disability, the The Executive shall be entitled to the following benefitsbenefits during a period of disability, or upon termination of her employment, as the case may be, if such period or termination occurs during the Term of this Agreement: (a) During any period that the Executive fails to perform her full-time duties with the Company as a result of a Disabilityincapacity due to physical or mental illness, injury or similar incapacity, she shall continue to receive her compensation and other benefits payable to her under this Agreement at the Company shall pay the Executive, the Executive's base salary as rate in effect at the commencement of any such period and period, less amounts payable to her under the amount of Company’s disability plan or program or other similar plan during such period, or under any other form or type of compensation otherwise payable for such period if the Executive were not so disabledgovernmental program, until such time as her employment is terminated pursuant to Section 8(a) hereof. If, during any period of disability, the Executive is Executive’s employment shall be terminated by reason of her death, disability or the expiration of this Agreement, notwithstanding the provisions of this section, her pay shall cease and her benefits, if any, shall be determined to be eligible for long term disability benefits solely under the Company’s retirement, insurance and other compensation programs then in effect in accordance with the Company's insurance programs then in effect or terms of such programs, and the Executive is terminated for DisabilityCompany shall have no further obligations to her under this Agreement. (b) If at any time the Executive's ’s employment shall be terminated (i) by reason of her death, (ii) by the Company for Cause or Disability, or (iii) by the Executive her (other than for Good Reason or Disabilityby reason of a constructive termination pursuant to Section 8(c) hereof), the Company shall pay to the Executive his her (or her appropriate payee, as determined in accordance with Section 11(c) hereof) her full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given given, plus all other amounts to which she is entitled from the Company through the Date of Termination under any compensation plan in each case at the time such payments are due, and the Company shall have no further obligation obligations to her under this Agreement. In addition, in the event the Executive’s employment is terminated by reason of the Executive’s death or Disability, the Executive (or her appropriate payee) shall be entitled to receive a pro rata portion of any bonus that would otherwise have been payable to the Executive under this Agreement, except with respect to any benefits to the year in which the Executive’s employment is terminated. For purposes of this provision, if the Executive’s bonus for such year has not been determined, the Executive is shall be deemed to have been entitled under any Company pension to a bonus equal to the bonus paid or welfare benefit plan, insurance program or as otherwise required by lawpayable to the Executive with respect to the immediately preceding year. (c) If the Executive's ’s employment shall should be terminated by the Company or by the Executive for Disability or Retirement, or by reason of death, the Company shall immediately commence payment to the Executive (or the Executive's designated beneficiaries or estate, if no beneficiary is designated) of any and all benefits to which the Executive is entitled under the Company's retirement and insurance programs then in effect. (d) If the Executive's employment shall be terminated (A) by the Company other than for Cause, Retirement, Cause or Disability or the Executive's death or (B) by the Executive for Good Reasonby reason of a constructive termination pursuant to Section 8(c) hereof, then she shall receive the Executive shall payments and benefits provided below (“Severance Payments”); provided, however, in order to be entitled to any payments or benefits other than those specified in subparagraph (i) below Executive must execute a release, in a form acceptable to the benefits provided belowCompany, of the Company and any subsidiaries and affiliates of the Company and their respective officers, directors, stockholders, employees and agents: (i) The Company shall pay to the Executive, Executive her full base salary through the Date of Termination, at the Executive's base salary as rate in effect at the time the Notice of Termination is given and given, plus all other amounts to which she is entitled under any other form or type compensation plan of compensation otherwise payable for the Company, in each case at the time such periodpayments are due; (ii) In lieu addition: (A) in the event of either (1) a termination by the Company other than for Cause or Disability or (2) a constructive termination pursuant to Section 8(c) pursuant to any further salary payments for periods subsequent to the Date of Terminationsubsection other than (iii) (Change in Control), the Company shall pay a severance payment the Executive, at the time such payments would have been made had the Executive’s employment not been terminated hereunder, all salary payments that would have been payable to the Executive pursuant to this Agreement had the Executive continued to be employed for the greater of (x) the remaining Term of this Agreement or (y) six months (the "“Severance Payment"Period”) equal to two times (assuming for the purpose of such continuing payments that the Executive's Annual Compensation as defined below. For purposes ’s salary for such period is to be based on her rate of this Section 4salary at the Date of Termination), Annual Compensation shall mean plus any bonus that would otherwise have been payable to the Executive with respect to the Severance Period; provided, however, that to the extent the Executive's annual salary (regardless of whether all or ’s bonus for any portion of such salary has Amended and Restated Change in Control Agreement Severance Period had not been contributed determined, the Executive shall be deemed to have been entitled to a deferred compensation plan), bonus equal to the average annual Management Variable Compensation ("MVC") earned by the Executive during the three (3) fiscal years immediately preceding the Date of Termination or, if less, the actual number of fiscal years the Executive has participated in the MVC plan, and any other type bonus paid or form of compensation paid payable to the Executive by with respect to the Company (or any corporation (an Affiliate) affiliated with the Company within the meaning of Section 1504 of the Internal Revenue Code of 1986 as it may be amended from time to time (the Code)) and included in the Executive's gross income for federal tax purposes during the 12-month period ending calendar year ended immediately prior to the Date of TerminationTermination OR (B) in the event of a constructive termination pursuant to Section 8(c)(iii) (Change in Control), but excluding: a) any amount actually paid the Company shall pay the Executive in a lump sum, all salary payments that would have been payable to the Executive as a cash payment pursuant to this Agreement had the Executive continued to be employed for the greater of (x) the target remaining Term of this Agreement or (y) two years (the “Severance Period”) (assuming for the purpose of such continuing payments that the Executive’s salary for such period is to be based on her rate of salary at the Date of Termination), plus any bonus (regardless of whether all or that would otherwise have been payable to the Executive with respect to the Severance Period; provided, however, that to the extent the Executive’s bonus for any portion of such Company bonus was contributed Severance Period had not been determined, the Executive shall be deemed to have been entitled to a deferred compensation plan); b) compensation income recognized as a result of bonus equal to the exercise of stock options bonus paid or sale of payable to the stock so acquired; and c) any payments actually or constructively received from a plan or arrangement of deferred compensation between Company and Executive with respect to the Executive. All of the items included in Annual Compensation shall be those in effect on the Date of Termination and shall be calculated without giving effect calendar year ended immediately prior to any reduction in such compensation which would constitute a breach of this Agreement. The Severance Payment shall be made in a single lump sum within 30 days after the Date of Termination; (iii) For Notwithstanding any provisions in the 24-month period after applicable plans governing them, all stock option rights, stock appreciation rights and any and all other similar rights theretofore granted to the Executive, including, but not limited to, the Executive’s right to receive cash in lieu of exercising stock options, as may be provided in her stock option agreements, shall vest and shall then be exercisable in full, and the Executive shall have 90 days following her termination within which to exercise any and all such rights and the restrictions on any and all shares of restricted stock granted to the Executive that are outstanding on the Date of Termination shall lapse as of the Date of Termination, the Company shall arrange to provide, at its sole expense, the Executive with life, disability, accident and health insurance benefits substantially similar to those which the Executive is receiving or entitled to receive immediately prior to the Notice of Termination. The Executive shall be responsible for the payment of his or her portion of the premiums for such benefits, (recognizing that the Executive shall remain responsible for payment of the same relative percentage of total premiums as the Executive paid prior to the Date of Termination). The cost of providing such benefits shall be in addition to (and shall not reduce) the Severance Payment. Benefits otherwise receivable by the Executive pursuant to this paragraph (iii) shall be reduced to the extent comparable benefits are actually received by the Executive during such period, and any such benefits actually received by Executive shall be reported to the Company; and; (iv) The Company’s group health plans allow for benefits to extend beyond employment, under certain circumstances and for a specified length of time, as defined by the federal law called the Consolidated Omnibus Budget Reconciliation Act of 1985 (commonly known as “COBRA”). During the Severance Period, if the Executive and her family are eligible for COBRA coverage, the Company shall, at its cost, pay the Executive’s COBRA premium for her and her family’s coverage, as applicable, under the medical, dental, vision and the employee assistance plan, up until the Executive is no longer eligible for COBRA, or the end of the Severance Period, whichever occurs first. If upon completion of federal COBRA, the Executive and her family are then eligible for the corresponding California COBRA law, AB 1401 (“Cal-COBRA”), which applies to medical coverage only, the Company shall, at its cost, pay the Executive’s Cal-COBRA premium for her and her family’s coverage, as applicable, up until the Executive is no longer eligible for Cal-COBRA, or the end of the Severance Period, whichever occurs first. During the Severance Period, the Company shall, at its cost, arrange to provide the Executive with life insurance (excluding accidental death and dismemberment). The amount of life insurance coverage will be equal to that in effect for the Executive on the Date of Termination under the Company’s group life insurance program (subject to the age reduction schedule). The Company agrees to pay an additional amount necessary to reimburse the Executive for any taxes imposed solely by reason of her receipt of such benefits following termination of her employment as stated herein. (d) The Company shall also continue in effect for the benefit of the Executive all insurance or other provisions for the indemnification, defense or hold-harmless of officers or directors of the Company that are in effect on the date the Notice of Termination is given by the Executive or by the Company with respect to all of her acts and omissions while an officer as fully and completely as if such termination had not occurred, and until the final expiration or running of all periods of limitation against actions that may be applicable to such acts or omissions. (e) Notwithstanding anything to the contrary in this Agreement, in the event that the Executive becomes entitled to the Severance Payments, if any of the Severance Payments will be subject to the tax (the “Excise Tax”) imposed by section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall pay to the Executive all legal fees an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive, after payment of any Excise Tax on the Total Payments (as hereinafter defined) and expenses incurred any federal, state and local income and other tax and Excise Tax upon the Gross-Up Payment provided for by this Section 9(e), shall be equal to the Total Payments. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) any other payments or benefits received or to be received by the Executive as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). Amended and Restated Change in Control Agreement (e) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 4 (except as expressly provided in Section 4(d)(iii)) be reduced by any compensation earned by the Executive as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise. (f) The Executive shall be entitled to receive all benefits payable to the Executive under the Company pension and welfare benefit plans or any successor of such plan and any other plan or agreement relating to retirement benefits which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (g) The Executive shall be entitled to exercise all rights and to receive all benefits accruing to the Executive under any and all Company stock purchase and stock option plans or programs, or any successor to any such plans or programs, which shall be in addition to, and not reduced by, any other amounts payable to the Executive under this Section 4. (h) The Company will indemnify the Executive (and the Executive's legal representative or other successors) to the fullest extent permitted (including payment of expenses in advance of final disposition of the proceeding) by the laws of the State of Minnesota, as in effect at the time of the subject act or omission, or the Articles of Incorporation and By-Laws of the Company as in effect at such time or on the date of this Agreement, whichever affords or afforded greater protection to the Executive; and the Executive shall be entitled to the protection of any insurance policies the Company may elect to maintain generally for the benefit of its directors and officers, against all costs, charges and expenses whatsoever incurred or sustained by the Executive or the Executive's legal representatives in connection with any action, suit or proceeding to which the Executive (or the Executive's legal representative or other successors) may be made a party by reason of the Executive's being or having been a director, officer or employee of the Company or any of its subsidiaries or his or her serving or having served any other enterprise as a director, officer or employee at the request of the Company, provided that the Company shall cause to be maintained in effect for not less than six years from the date of a Change in Control or the Executive’s termination of employment (whether pursuant to the extent availableterms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change in Control or any person affiliated with the Company or such person (which, together with Severance Payments, shall constitute “Total Payments”)), shall be treated as “parachute payments” within the meaning of section 280G(b)(2) policies of directors' the Code, and officers' liability insurance all “excess parachute payments” within the meaning of at least section 280G(b)(1) shall be treated as subject to the same coverage as those maintained Excise Tax, unless in the opinion of tax counsel selected by the Company on the date of this Agreement and containing terms and conditions which are no less advantageous than such policies. Notwithstanding anything herein acceptable to the contraryExecutive, if the Executive's employment is governed by a separate written employment agreement that provides benefits upon a termination of Amended and Restated Change in Control Agreement employment, the aggregate of any such other payments or benefits payable under (in whole or in part) do not constitute parachute payments, or such employment agreement excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of section 280G(b)(4) of the Code, within the meaning of section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax, (ii) the amount of the Total Payments which shall offset and reduce be treated as subject to the aggregate Excise Tax shall be equal to the lesser of payments and benefits under this Agreement.(A) the total amount of the Total Payments or