Involuntary Termination in Connection with a Change of Control. If Executive’s employment with the Company terminates as a result of an Involuntary Termination on or at any time within three (3) months before or twelve months (12) months after a Change of Control, and Executive signs and does not revoke a standard release of claims with the Company in a form reasonably acceptable to the Company which becomes effective no later than the 30th day after the later of the Termination Date or the Change of Control, then Executive shall be entitled to the following severance benefits (it being understood that no such benefits shall accrue and be payable (or take effect, as the case may be) unless and until a Change of Control occurs):

Involuntary Termination in Connection with a Change of Control. If Executive’s employment with the Company terminates as a result of an Involuntary Termination on or at any time within twelve (12) months after a Change of Control, or within three (3) months prior to a Change of Control, and Executive signs and does not revoke a standard release of claims with the Company in a form acceptable to the Company (the “Release”) within fifty (50) days following the later of the Change of Control or the Termination Date (or such shorter period as the Company may require), then Executive shall be entitled to the following severance benefits:

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Involuntary Termination in Connection with a Change of Control. If during the Change of Control Period, (A) the Company (or any parent or subsidiary of the Company) terminates Executive’s employment without Cause (and not due to Executive’s Disability or death), or (B) Executive resigns his or her employment as a result of a Constructive Termination (each, a “Qualifying Termination”), then, subject to Section 4, Executive will receive the following severance from the Company: Infinera Confidential

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Involuntary Termination in Connection with a Change of Control. If the Employee's employment with the Company terminates in an Involuntary Termination within [TWELVE (12) MONTHS] of a Change of Control, then, subject to Section 9, the Employee shall be entitled to receive a lump-sum cash severance payment equal to the Employee's Current Compensation.

Involuntary Termination in Connection with a Change of Control. If the Employee's employment with the Company terminates as a result of an Involuntary Termination at any time within twenty-four (24) months after a Change of Control or within three (3) months on or before a Change of Control, and the Employee signs and does not revoke a standard release of claims with the Company in a form acceptable to the Company, then the Employee shall be entitled to the following severance benefits:

Involuntary Termination in Connection with a Change of Control. If the Employee’s employment terminates as a result of Involuntary Termination (as defined below) at any time prior to October 30, 2008 following a Change of Control, then the Employee shall be entitled to receive the following severance benefits:

Involuntary Termination in Connection with a Change of Control. If the Involuntary Termination occurs within the twelve (12) month period following a Change of Control, then (i) if the Employment Term as of the date of such termination is less than one year from the Start Date, then 50% of the unvested portion of Executive’s then outstanding Equity Awards will immediately vest prior to Executive’s termination, and (ii) if the Employment Term as of the date of such termination is one year or more from the Start Date, then the unvested portion of Executive’s then outstanding Equity Awards will immediately vest prior to Executive’s termination. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for Executive and Executive’s eligible dependents within the time period prescribed pursuant to COBRA, the Company will reimburse Executive for the monthly premiums under COBRA necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents (at the coverage levels in effect -3- 9063751 immediately prior to Executive’s termination) until the earlier of (A) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (B) the date upon which Executive ceases to be eligible for coverage under COBRA(such reimbursements, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to six (6) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to contin...

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