Common use of Termination in Connection with a Change of Control Clause in Contracts

Termination in Connection with a Change of Control. Notwithstanding any provision to the contrary in Paragraph 6(a) above, if Employee is terminated by Company pursuant to Paragraph 10 above or if Employee resigns pursuant to Paragraph 11(b) above within the eighteen (18) month period following a Change of Control (as defined in Company’s 2006 Equity Compensation Plan, as in effect on the date hereof and as it may be amended from time to time, or in any successor plan of comparable intent) (the “Change of Control Severance Period”), Company shall pay to Employee a lump sum severance payment in an amount equal to 1.33 times the severance payment that Employee would receive under Paragraph 6(a) above had Employee’s employment been terminated by Company for any reason other than Cause, less applicable taxes and other deductions required by law, within 30 days following Employee’s date of termination of employment; provided, that Employee executes and does not revoke at the time of Employee’s termination of employment a General Release satisfactory to Company of any and all claims which Employee may have arising out of or relating to Employee’s employment with Company and/or termination thereof. To the extent any portion of the severance payment payable under this Paragraph 12 is deemed as deferred compensation, Company shall pay such portion in a lump sum as described in this Paragraph 12 if the Change of Control meets the definition of a “change in control event” within the meaning of section 409A of the Code, but in the form of installments as described in Paragraph 6 above if the Change of Control does not meet the definition of a “change in control event” within the meaning of section 409A of the Code. In addition, Company shall maintain Employee in its group health plan on the same basis as if Employee had remained employed by Company during the Change of Control Severance Period for the duration of the Change of Control Severance Period or until Employee becomes covered under another group health plan, whichever occurs first; provided, that in order to receive such continued coverage, Employee shall be required to pay to Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage and Company shall reimburse to Employee the Health Payment no later than the next payroll date of Company that occurs after the date the premium for the month is paid by Employee. In addition, on each date on which the monthly Health Payments are made, Company shall pay to Employee an additional amount equal to the federal, state and local income and payroll taxes that Employee incurs on each monthly Health Payment (the “Health Gross-up Payment on Change of Control Termination”). The Health Payment and the Health Gross-up Payment on Change of Control Termination shall be reimbursed to Employee in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). The COBRA healthcare continuation coverage period under section 4980B of the Code shall run concurrently with the foregoing Change of Control Severance Period.

Termination in Connection with a Change of Control. Notwithstanding any provision to the contrary in Paragraph 6(a) above, if Employee If Officer’s employment is terminated by the Company pursuant without Cause or due to Paragraph 10 above death or if Employee Disability, Officer resigns pursuant for Good Reason, or by expiration of the Term, in any such case within ninety (90) days prior to Paragraph 11(b) above within the eighteen (18) month period following consummation of a Change of Control or within twenty-four (as defined in Company’s 2006 Equity Compensation Plan24) months following the consummation of a Change of Control, as in effect on Officer shall be entitled to receive the date hereof following subject to the Release Conditions and as it may be amended from time to time, or in any successor plan the terms of comparable intentSection 6(c)(vii): (i) (the “Change of Control Severance Period”), Company shall pay to Employee A) a lump sum severance payment in an amount equal to 1.33 times the severance payment that Employee would receive under Paragraph 6(aSeverance Payment, payable within sixty (60) above had Employee’s employment been terminated by Company for any reason other than Cause, less applicable taxes and other deductions required by law, within 30 days following Employee’s date such termination, and (B) the Pro-Rata Bonus Payment, payable on the Pro-Rata Bonus Payment Date; (ii) payment of termination of employmentCOBRA premiums pursuant to Section 6(c)(vi); provided, that Employee executes and does not revoke at the time of Employee’s termination of employment a General Release satisfactory to Company of (iii) any and all claims which Employee may have arising out of or relating then unvested equity awards granted to Employee’s employment with Company and/or termination thereof. To the extent any portion of the severance payment payable under this Paragraph 12 is deemed as deferred compensation, Officer by Company shall be immediately vested and exercisable on the Termination Date. Officer shall have no entitlement to any separation pay such portion or termination benefits in a lump sum as connection with any termination described in this Paragraph 12 Section 6(e) as may be provided under any other Company plan, program or arrangement (including, without limitation, Section 6(c)). Notwithstanding anything herein to the contrary, if the Change of Control meets the definition of a any payments or benefits received or to be received by Officer under this Section 6(e), this Agreement or any other plan, arrangement or agreement (all such payments referred to herein as “change in control eventParachute Payments”) constitute “parachute payments” within the meaning of section 409A Code Section 280G and would, but for this Section, be subject to the excise tax imposed under Code Section 4999 (the “Excise Tax”), then prior to making the Parachute Payments, a calculation shall be made comparing (x) the Net Benefit (defined below) to Officer of the Code, but in Parachute Payments after payment of the form of installments as described in Paragraph 6 above Excise Tax to (y) the Net Benefit to Officer if the Change of Control does not meet Parachute Payments are limited to the definition of a “change in control event” within extent necessary to avoid being subject to the meaning of section 409A Excise Tax. Only if the amount calculated under (x) above is less than the amount under (y) above will the Parachute Payments be reduced to the minimum extent necessary to ensure that no portion of the CodeParachute Payments is subject to the Excise Tax. In addition, Company “Net Benefit” shall maintain Employee in its group health plan on mean the same basis as if Employee had remained employed by Company during the Change of Control Severance Period for the duration present value of the Change Parachute Payments net of Control Severance Period all federal, state, local, foreign income, employment, and excise taxes. Any reduction made pursuant to this Section 6(e) shall be made in a manner determined solely by the Bank that is consistent with the requirements under Section 409A. All calculations and determinations under this Section shall be made by an independent accounting firm or until Employee becomes covered under another group health planindependent tax counsel appointed by Bank (“Tax Counsel”) whose determinations shall be conclusive and binding on Company and Officer for these purposes. For purposes of making the calculations and determinations required by this Section 6(e), whichever occurs first; providedTax Counsel may rely on reasonable, that good faith assumptions and approximations concerning the application of Code Sections 280G and 4999. Bank and Officer shall furnish to Tax Counsel with such information and documents as Tax Counsel may reasonably request in order to receive such continued coverage, Employee make its determinations under this Section. Bank shall be required to pay to Company at bear all costs the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage and Company shall reimburse to Employee the Health Payment no later than the next payroll date of Company that occurs after the date the premium for the month is paid by Employee. In addition, on each date on which the monthly Health Payments are made, Company shall pay to Employee an additional amount equal to the federal, state and local income and payroll taxes that Employee incurs on each monthly Health Payment (the “Health Gross-up Payment on Change of Control Termination”). The Health Payment and the Health Gross-up Payment on Change of Control Termination shall be reimbursed to Employee Tax Counsel may reasonably incur in a manner that complies connection with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). The COBRA healthcare continuation coverage period under section 4980B of the Code shall run concurrently with the foregoing Change of Control Severance Periodits services.

Termination in Connection with a Change of Control. Notwithstanding any provision to the contrary in Paragraph 6(a) above, if Employee is terminated by Company pursuant to Paragraph 10 above or if Employee resigns pursuant to Paragraph 11(b) above within the eighteen (18) month period following If a Change of Control occurs during the Term and, within twelve (as defined 12) months following the Change of Control, Executive’s employment hereunder is terminated by the Company without Cause or if Executive resigns for Good Reason, then Executive shall be entitled to receive the following severance benefits in Companylieu of the severance benefits set forth in Section 5(b)(i): (i) severance pay equal to the sum of (A) Executive’s 2006 Equity Compensation Plan, as Base Salary in effect on the effective date hereof of termination or resignation, as applicable, plus (B) Executive’s Target Bonus, payable in a single lump sum subject to standard deductions and withholdings; (ii) the Bonus earned for the prior year (if not previously paid); (iii) a pro rata portion of the Bonus Executive would have earned for the year of termination, which Bonus shall be determined based on Company financial performance results against Executive’s Company financial performance objectives for such year, payable in a lump sum at the same time bonuses are paid to Company senior executives generally (but in no event later than March 15 of the year following the year in which the termination occurs), (iv) all unvested equity or equity-based awards granted to Executive under any equity compensation plans of the Company shall become immediately vested as it may be amended to time and any such awards that are subject to performance-based vesting will remain eligible to vest to the extent the performance conditions are thereafter satisfied (provided that nothing herein shall operate to extend the term, if any, of an award beyond the final expiration date provided in the applicable award agreement or prohibit the award from time to time, or being treated in any successor plan substantially the same manner as awards held by the Company’s other senior executives in the context of comparable intent) (the “a Change of Control Severance Period”or other corporate transaction), ; (v) the Company shall pay continue Executive’s group life insurance coverage (provided that Executive shall reimburse the Company for any incremental cost of continuing such group life insurance coverage) in effect on the termination or resignation date for a period of twelve (12) months following Executive’s termination or resignation; and (vi) if Executive timely elects continued medical, dental or vision coverage under one or more of the Company’s group medical, dental or vision plans pursuant to Employee COBRA, then the Company shall directly pay, or reimburse Executive for, the COBRA premiums for Executive and Executive’s covered dependents under such plans during the period commencing on Executive’s termination or resignation and ending upon the earliest of (A) 12 months following Executive’s termination or resignation, (B) the date that Executive and/or Executive’s covered dependents become no longer eligible for COBRA or (C) the date Executive becomes eligible to receive healthcare coverage from a lump sum severance subsequent employer (and Executive agrees to promptly notify the Company of such eligibility). Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the benefits required under clause (vi) of the immediately preceding sentence without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or incurring an excise tax, the Company shall in lieu thereof provide to Executive a taxable monthly payment in an amount equal to 1.33 times the severance payment monthly COBRA premium that Employee Executive would receive under Paragraph 6(a) above had Employee’s employment been terminated by Company for any reason other than Cause, less applicable taxes and other deductions required by law, within 30 days following Employee’s date of termination of employment; provided, that Employee executes and does not revoke at the time of Employee’s termination of employment a General Release satisfactory to Company of any and all claims which Employee may have arising out of or relating to Employee’s employment with Company and/or termination thereof. To the extent any portion of the severance payment payable under this Paragraph 12 is deemed as deferred compensation, Company shall pay such portion in a lump sum as described in this Paragraph 12 if the Change of Control meets the definition of a “change in control event” within the meaning of section 409A of the Code, but in the form of installments as described in Paragraph 6 above if the Change of Control does not meet the definition of a “change in control event” within the meaning of section 409A of the Code. In addition, Company shall maintain Employee in its group health plan on the same basis as if Employee had remained employed by Company during the Change of Control Severance Period for the duration of the Change of Control Severance Period or until Employee becomes covered under another group health plan, whichever occurs first; provided, that in order to receive such continued coverage, Employee shall be required to pay to Company at continue Executive’s and Executive’s covered dependents’ group health coverage in effect on the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage and Company shall reimburse to Employee the Health Payment no later than the next payroll date of Company that occurs after the date termination or resignation, which amount shall be based on the premium for the first month is paid by Employee. In additionof COBRA coverage, on each date on shall be made regardless of whether Executive elects COBRA continuation coverage and shall commence in the month following the month in which the monthly Health Payments are madedate of termination or resignation occurs and end on the earliest of (X) 12 months following Executive’s termination or resignation, (Y) the date that Executive and/or Executive’s covered dependents become no longer eligible for COBRA and (Z) the date Executive becomes eligible to receive healthcare coverage from a subsequent employer (and Executive agrees to promptly notify the Company shall pay to Employee an additional amount equal to the federal, state and local income and payroll taxes that Employee incurs on each monthly Health Payment (the “Health Gross-up Payment on Change of Control Termination”such eligibility). The Health Payment and the Health Gross-up Payment on Change of Control Termination shall be reimbursed to Employee in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). The COBRA healthcare continuation coverage period under section 4980B of the Code shall run concurrently with the foregoing Change of Control Severance Period.

Termination in Connection with a Change of Control. Notwithstanding any provision anything to the contrary in Paragraph 6(a) abovethis Agreement, if Employee is employee’s employment shall be terminated (1) by the Company pursuant to Paragraph 10 above or if Employee resigns pursuant to Paragraph 11(b(other than for cause) above within the eighteen six (186) month period months following a Change of Control (as defined below), (2) by the Company prior to a Change of Control, and Employee reasonably demonstrates that his termination was at the request of a third party who indicated an intention or took steps reasonably calculated to effect a Change of Control, or (3) by Employee within six (6) months following a Change of Control, then Employee’s employment and rights to compensation hereunder shall terminate immediately, and in Company’s 2006 Equity Compensation Planlieu of any other salary, bonus or compensation provided in this Agreement, the Company shall pay Employee (a) such portion of his Base Annual Salary provided for in Section 3A(1) hereof, as in effect may be accrued but unpaid on the date hereof of his termination, and as it may (b) an amount equal to (x) the average aggregate annual compensation paid to the Employee and includable in the Employee’s gross income for federal income tax purposes during the five calendar years preceding the taxable year in which the date of termination occurs (or such lesser amount of time if the Employee has not been employed by Company for five years at the time of termination) by Company subject to United States income tax, multiplied by (y) 2.99, such payment to be amended from time to timemade in a lump sum on or before the fifth day following the date of termination; provided, or in any successor plan of comparable intent) (however, that if the “Change of Control Severance Period”), Company shall pay to Employee a lump sum severance payment under this Section 5G, either along or together with other payments which the Employee has the right receive from the Company, would constitute a “parachute payment” (as defined in an amount equal to 1.33 times Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), such lump sum severance payment that Employee would receive under Paragraph 6(a) above had Employee’s employment been terminated by Company for any reason other than Cause, less applicable taxes and other deductions required by law, within 30 days following Employee’s date of termination of employment; provided, that Employee executes and does not revoke at shall be reduced to the time of Employee’s termination of employment a General Release satisfactory to Company of any and all claims which Employee may have arising out of or relating to Employee’s employment with Company and/or termination thereof. To the extent any largest amount as will result in no portion of the lump sum severance payment payable under this Paragraph 12 is deemed as deferred compensationSection 5G being subject to the excise tax imposed by Section 4999 of the Code. The determination of any reduction in the lump sum severance payment under this Section 5G pursuant to the foregoing provision shall be made by independent counsel to Company in consultation with the independent certified public accountants of Company. For purposes of this Agreement, a “Change of Control” of the Company shall pay such portion in a lump sum as described in this Paragraph 12 if the be deemed to occur (i) upon any Change of Control meets the definition of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A or Item 5.01 of Form 8-K promulgated under the Securities Exchange Act of 1934, as amended and the regulations thereunder (“change in control event” Exchange Act”); (ii) upon the acquisition by any person or group of beneficial ownership (within the meaning of section 409A Rule 13d-3 under the Exchange Act) of twenty-five percent (25%) or more of the Code, but combined voting power of the Company’s outstanding securities then entitled to vote generally in the form election of installments as directors, excluding however acquisitions by the Company or any of its Affiliates, or any employee benefit plan sponsored or maintained by the Company, or by a corporation pursuant to a reorganization, merger, consolidation, division or issuance of securities if the conditions described in Paragraph 6 above clauses (v) (A) and (B) below are satisfied; (iii) if individuals who constitute the Change Board of Control does not meet the definition of a “change in control event” within the meaning of section 409A Directors as of the Code. In additiondate of this Agreement (“Incumbent Board”), Company shall maintain Employee in its group health plan on the same basis as if Employee had remained employed by Company during the Change of Control Severance Period cease for the duration any reason to constitute at least a majority of the Change Board of Control Severance Period or until Employee becomes covered under another group health plan, whichever occurs firstDirectors during any twenty-four (24) month period; provided, however, that in order any individual becoming a director subsequent to receive such continued coveragethe date of this Agreement whose election, Employee or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Board of Directors shall be required considered as though such individual were a member of the Incumbent Board, but excluding for this purpose any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Incumbent Board; (iv) the consummation of a sale of all or substantially all of the assets of the Company or the complete liquidation or dissolution of the Company; or (v) upon a reorganization, merger, consolidation, division or issuance of securities of the Company, in each case unless following such transaction (A) not less than sixty percent (60%) of the outstanding equity securities of the corporation resulting from or surviving such transaction and of the combined voting power of the outstanding voting securities of such corporation entitled to pay vote generally in the election of directors is then beneficially owned by the holders of the Company common stock immediately prior to Company at such transaction in substantially the same time that premium payments are due for the month an amount equal proportions as their ownership immediately prior to the full monthly premium payments required for such coverage transaction, and Company shall reimburse to Employee the Health Payment no later than the next payroll date of Company that occurs after the date the premium for the month is paid by Employee. In addition, on each date on which the monthly Health Payments are made, Company shall pay to Employee an additional amount equal to the federal, state and local income and payroll taxes that Employee incurs on each monthly Health Payment (the “Health Gross-up Payment on Change of Control Termination”). The Health Payment and the Health Gross-up Payment on Change of Control Termination shall be reimbursed to Employee in B) at least a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). The COBRA healthcare continuation coverage period under section 4980B majority of the Code shall run concurrently with members of the foregoing Change board of Control Severance Perioddirectors of the resulting or surviving corporation were members of the Incumbent Board.

Termination in Connection with a Change of Control. Notwithstanding any provision to the contrary For purposes of this Agreement, “Termination in Paragraph 6(a) above, if Employee is terminated by Company pursuant to Paragraph 10 above or if Employee resigns pursuant to Paragraph 11(b) above within the eighteen (18) month period following Connection With a Change of Control Control” means, at any time during the Protection Period, the Change Entity: [a] Involuntarily terminates the Executive without Cause (as defined in Company’s 2006 Equity Compensation PlanSection 5.06), as in effect which case, the termination will be deemed to have occurred on the date hereof and the notice of termination is delivered to the executive; [b] Breaches any term of this Agreement, in which case the termination will be deemed to have occurred on the date of the breach, even if the breach became apparent at a later date; [c] Unsuccessfully attempts to terminate the Executive for Cause (as it may be amended from time to time, or defined in any successor plan of comparable intent) (the “Change of Control Severance Period”Section 5.04), Company shall pay in which case the termination will be deemed to Employee a lump sum severance payment have occurred on the date the Change Entity gives the notice of termination for Cause described in an amount equal Section 5.04 even if the date on which it is determined that the Change Entity had no basis for terminating the executive for Cause is beyond the Protection Period; [d] Attempts to 1.33 times terminate the severance payment that Employee would receive under Paragraph 6(a) above had Employee’s employment been terminated by Company Executive for any reason other than Cause, less applicable taxes and other deductions required by law, within 30 days without following Employee’s date of termination of employment; provided, that Employee executes and does not revoke at the time of Employee’s termination of employment a General Release satisfactory to Company of any and all claims which Employee may have arising out of or relating to Employee’s employment with Company and/or termination thereof. To the extent any portion of the severance payment payable under this Paragraph 12 is deemed as deferred compensation, Company shall pay such portion in a lump sum as procedures described in this Paragraph 12 if Agreement (including an acceleration of the periods described in Section 5.03[4] and 5.04[b]), in which case the termination will be deemed to have occurred on the date the Change of Control meets the definition of a “change in control event” within the meaning of section 409A of the Code, but in the form of installments as described in Paragraph 6 above if the Change of Control does not meet the definition of a “change in control event” within the meaning of section 409A of the Code. In addition, Company shall maintain Employee in its group health plan on the same basis as if Employee had remained employed by Company during the Change of Control Severance Period for Entity first failed to comply with those procedures; [e] Revokes or attempts to revoke or accelerate the duration of any leave of absence protected by law or authorized by the Company before the Protection Period or by the Change Entity at any time during the Protection Period, in which case the termination will be deemed to have occurred on the day the Company or the Change Entity revoked or attempted to revoke or accelerate the leave of Control Severance absence even if the date on which it is determined that the Change Entity had no basis for revoking or acceleration the leaves of absence is beyond the Protection Period; or [f] Refuses to allow the Executive to return to active employment at the end of any leave of absence protected by law or authorized by the Company before the Protection Period or until Employee becomes covered under another group health planthe Change Entity at any time during the Protection Period, whichever occurs first; provided, that in order which case the termination will be deemed to receive such continued coverage, Employee shall be required to pay to Company at have occurred on the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage and Company shall reimburse to Employee the Health Payment no later than the next payroll date earlier of Company that occurs after [i] the date the premium for Executive attempts to return to active employment or [ii] the month is paid by Employee. In addition, on each date on which last day or the monthly Health Payments are made, Company shall pay to Employee an additional amount equal to the federal, state and local income and payroll taxes that Employee incurs on each monthly Health Payment (the “Health Gross-up Payment on Change leave of Control Termination”). The Health Payment and the Health Gross-up Payment on Change of Control Termination shall be reimbursed to Employee in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). The COBRA healthcare continuation coverage period under section 4980B of the Code shall run concurrently with the foregoing Change of Control Severance Periodabsence.

Termination in Connection with a Change of Control. Notwithstanding any provision to the contrary For purposes of this Agreement, “Termination in Paragraph 6(a) above, if Employee is terminated by Company pursuant to Paragraph 10 above or if Employee resigns pursuant to Paragraph 11(b) above within the eighteen (18) month period following Connection With a Change of Control Control” means, at any time during the Protection Period, the Change Entity: [a] Involuntarily terminates the Executive without Cause (as defined in Company’s 2006 Equity Compensation PlanSection 5.06), as in effect which case, the termination will be deemed to have occurred on the date hereof and the notice of termination is delivered to the executive; [b] Breaches any term of this Agreement, in which case the termination will be deemed to have occurred on the date of the breach, even if the breach became apparent at a later date; [c] Unsuccessfully attempts to terminate the Executive for Cause (as it may be amended from time to time, or defined in any successor plan of comparable intent) (the “Change of Control Severance Period”Section 5.04), Company shall pay in which case the termination will be deemed to Employee a lump sum severance payment have occurred 14 Initials JRC Date June 6, 2005 on the date the Change Entity gives the notice of termination for Cause described in an amount equal Section 5.04 even if the date on which it is determined that the Change Entity had no basis for terminating the executive for Cause is beyond the Protection Period; [d] Attempts to 1.33 times terminate the severance payment that Employee would receive under Paragraph 6(a) above had Employee’s employment been terminated by Company Executive for any reason other than Causewithout following the procedures described in this Agreement (including an acceleration of the periods described in Section 5.03[4] and 5.04[b]), less applicable taxes and other deductions required in which case the termination will be deemed to have occurred on the date the Change Entity first failed to comply with those procedures; [e] Revokes or attempts to revoke or accelerate the duration of any leave of absence protected by lawlaw or authorized by the Company before the Protection Period or by the Change Entity at any time during the Protection Period, within 30 days following Employeein which case the termination will be deemed to have occurred on the day the Company or the Change Entity revoked or attempted to revoke or accelerate the leave of absence even if the date on which it is determined that the Change Entity had no basis for revoking or acceleration the leaves of absence is beyond the Protection Period; [f] Refuses to allow the Executive to return to active employment at the end of any leave of absence protected by law or authorized by the Company before the Protection Period or the Change Entity at any time during the Protection Period, in which case the termination will be deemed to have occurred on the earlier of [i] the date the Executive attempts to return to active employment or [ii] the last day or the leave of absence; or [g] Causes the Executive to resign because of a material adverse change or material diminution in the Executive’s date reporting relationships, job description, duties, responsibilities, compensation, perquisites, office or location of termination of employmentemployment (as reasonably determined by the Executive is his good faith discretion); provided, however, that Employee executes and does not revoke the Executive shall notify the Company in writing at the time of Employee’s termination of employment a General Release satisfactory to Company least forty five (45) days in advance of any and all claims which Employee may have arising out of or relating election by the Executive to Employee’s terminate his employment with Company and/or termination thereof. To hereunder, specifying the extent any portion nature of the severance payment payable under this Paragraph 12 is deemed as deferred compensationalleged adverse change or diminution, and the Company shall pay have a period of ten (10) business days after the receipt of such portion in a lump sum as described in this Paragraph 12 if notice to cure such alleged adverse change or diminution before the Change of Control meets the definition of a “change in control event” within the meaning of section 409A of the Code, but in the form of installments as described in Paragraph 6 above if the Change of Control does not meet the definition of a “change in control event” within the meaning of section 409A of the Code. In addition, Company shall maintain Employee in its group health plan on the same basis as if Employee had remained employed by Company during the Change of Control Severance Period for the duration of the Change of Control Severance Period or until Employee becomes covered under another group health plan, whichever occurs first; provided, that in order to receive such continued coverage, Employee Executive shall be required entitled to pay to Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for exercise any such coverage rights and Company shall reimburse to Employee the Health Payment no later than the next payroll date of Company that occurs after the date the premium for the month is paid by Employee. In addition, on each date on which the monthly Health Payments are made, Company shall pay to Employee an additional amount equal to the federal, state and local income and payroll taxes that Employee incurs on each monthly Health Payment (the “Health Gross-up Payment on Change of Control Termination”). The Health Payment and the Health Gross-up Payment on Change of Control Termination shall be reimbursed to Employee in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). The COBRA healthcare continuation coverage period under section 4980B of the Code shall run concurrently with the foregoing Change of Control Severance Periodremedies.

Termination in Connection with a Change of Control. Notwithstanding any provision to the contrary For purposes of this Agreement, “Termination in Paragraph 6(a) above, if Employee is terminated by Company pursuant to Paragraph 10 above or if Employee resigns pursuant to Paragraph 11(b) above within the eighteen (18) month period following Connection With a Change of Control Control” means, at any time during the Protection Period, the Change Entity: [a] Involuntarily terminates the Executive without Cause (as defined in Company’s 2006 Equity Compensation PlanSection 5.06), as in effect which case, the termination will be deemed to have occurred on the date hereof and the notice of termination is delivered to the executive; [b] Breaches any term of this Agreement, in which case the termination will be deemed to have occurred on the date of the breach, even if the breach became apparent at a later date; [c] Unsuccessfully attempts to terminate the Executive for Cause (as it may be amended from time to time, or defined in any successor plan of comparable intent) (the “Change of Control Severance Period”Section 5.04), Company shall pay in which case the termination will be deemed to Employee a lump sum severance payment have occurred 14 Initials CWH Date June 6, 2005 on the date the Change Entity gives the notice of termination for Cause described in an amount equal Section 5.04 even if the date on which it is determined that the Change Entity had no basis for terminating the executive for Cause is beyond the Protection Period; [d] Attempts to 1.33 times terminate the severance payment that Employee would receive under Paragraph 6(a) above had Employee’s employment been terminated by Company Executive for any reason other than Causewithout following the procedures described in this Agreement (including an acceleration of the periods described in Section 5.03[4] and 5.04[b]), less applicable taxes and other deductions required in which case the termination will be deemed to have occurred on the date the Change Entity first failed to comply with those procedures; [e] Revokes or attempts to revoke or accelerate the duration of any leave of absence protected by lawlaw or authorized by the Company before the Protection Period or by the Change Entity at any time during the Protection Period, within 30 days following Employeein which case the termination will be deemed to have occurred on the day the Company or the Change Entity revoked or attempted to revoke or accelerate the leave of absence even if the date on which it is determined that the Change Entity had no basis for revoking or acceleration the leaves of absence is beyond the Protection Period; [f] Refuses to allow the Executive to return to active employment at the end of any leave of absence protected by law or authorized by the Company before the Protection Period or the Change Entity at any time during the Protection Period, in which case the termination will be deemed to have occurred on the earlier of [i] the date the Executive attempts to return to active employment or [ii] the last day or the leave of absence; or [g] Causes the Executive to resign because of a material adverse change or material diminution in the Executive’s date reporting relationships, job description, duties, responsibilities, compensation, perquisites, office or location of termination of employmentemployment (as reasonably determined by the Executive is his good faith discretion); provided, however, that Employee executes and does not revoke the Executive shall notify the Company in writing at the time of Employee’s termination of employment a General Release satisfactory to Company least forty five (45) days in advance of any and all claims which Employee may have arising out of or relating election by the Executive to Employee’s terminate his employment with Company and/or termination thereof. To hereunder, specifying the extent any portion nature of the severance payment payable under this Paragraph 12 is deemed as deferred compensationalleged adverse change or diminution, and the Company shall pay have a period of ten (10) business days after the receipt of such portion in a lump sum as described in this Paragraph 12 if notice to cure such alleged adverse change or diminution before the Change of Control meets the definition of a “change in control event” within the meaning of section 409A of the Code, but in the form of installments as described in Paragraph 6 above if the Change of Control does not meet the definition of a “change in control event” within the meaning of section 409A of the Code. In addition, Company shall maintain Employee in its group health plan on the same basis as if Employee had remained employed by Company during the Change of Control Severance Period for the duration of the Change of Control Severance Period or until Employee becomes covered under another group health plan, whichever occurs first; provided, that in order to receive such continued coverage, Employee Executive shall be required entitled to pay to Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for exercise any such coverage rights and Company shall reimburse to Employee the Health Payment no later than the next payroll date of Company that occurs after the date the premium for the month is paid by Employee. In addition, on each date on which the monthly Health Payments are made, Company shall pay to Employee an additional amount equal to the federal, state and local income and payroll taxes that Employee incurs on each monthly Health Payment (the “Health Gross-up Payment on Change of Control Termination”). The Health Payment and the Health Gross-up Payment on Change of Control Termination shall be reimbursed to Employee in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). The COBRA healthcare continuation coverage period under section 4980B of the Code shall run concurrently with the foregoing Change of Control Severance Periodremedies.

Termination in Connection with a Change of Control. Notwithstanding any provision to If a Change of Control occurs during the contrary in Paragraph 6(aTerm and, within twelve (12) abovemonths following the Change of Control, if Employee Executive’s employment hereunder is terminated by the Company pursuant to Paragraph 10 above without Cause or if Employee Executive resigns pursuant for Good Reason, then Executive shall be entitled to Paragraph 11(breceive the following severance benefits in lieu of the severance benefits set forth in Section 5(b)(i): (i) above within severance pay equal to the sum of (A)150% of Executive’s Base Salary in effect on the effective date of termination or resignation, as applicable, plus (B) 150% of Executive’s Target Bonus, payable in a single lump sum subject to standard deductions and withholdings; (ii) the Bonus earned for the prior year (if not previously paid); (iii) a pro rata portion of the Bonus Executive would have earned for the year of termination, which Bonus shall be determined based on Company financial performance results against Executive’s Company financial performance objectives for such year, payable in a lump sum at the same time bonuses are paid to Company senior executives generally (but in no event later than March 15 of the year following the year in which the termination occurs), (iv) all unvested equity or equity-based awards granted to Executive under any equity compensation plans of the Company shall become immediately vested as to time and any such awards that are subject to performance-based vesting will remain eligible to vest to the extent the performance conditions are thereafter satisfied (provided that nothing herein shall operate to extend the term, if any, of an award beyond the final expiration date provided in the applicable award agreement or prohibit the award from being treated in substantially the same manner as awards held by the Company’s other senior executives in the context of a Change of Control or other corporate transaction); (v) the Company shall continue Executive’s group life insurance coverage (provided that Executive shall reimburse the Company for any incremental cost of continuing such group life insurance coverage) in effect on the termination or resignation date for a period of eighteen (18) month period months following a Change Executive’s termination or resignation; and (vi) if Executive timely elects continued medical, dental or vision coverage under one or more of Control (as defined in the Company’s 2006 Equity Compensation Plangroup medical, as in effect dental or vision plans pursuant to COBRA, then the Company shall directly pay, or reimburse Executive for, the COBRA premiums for Executive and Executive’s covered dependents under such plans during the period commencing on Executive’s termination or resignation and ending upon the earliest of (A) eighteen (18) months following Executive’s termination or resignation, (B) the date hereof that Executive and/or Executive’s covered dependents become no longer eligible for COBRA or (C) the date Executive becomes eligible to receive healthcare coverage from a subsequent employer (and as Executive agrees to promptly notify the Company of such eligibility). Notwithstanding the foregoing, if the Company determines in its sole discretion that it may be amended from time to timecannot provide the benefits required under clause (vi) of the immediately preceding sentence without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or in any successor plan of comparable intent) (incurring an excise tax, the “Change of Control Severance Period”), Company shall pay in lieu thereof provide to Employee Executive a lump sum severance taxable monthly payment in an amount equal to 1.33 times the severance payment monthly COBRA premium that Employee Executive would receive under Paragraph 6(a) above had Employee’s employment been terminated by Company for any reason other than Cause, less applicable taxes and other deductions required by law, within 30 days following Employee’s date of termination of employment; provided, that Employee executes and does not revoke at the time of Employee’s termination of employment a General Release satisfactory to Company of any and all claims which Employee may have arising out of or relating to Employee’s employment with Company and/or termination thereof. To the extent any portion of the severance payment payable under this Paragraph 12 is deemed as deferred compensation, Company shall pay such portion in a lump sum as described in this Paragraph 12 if the Change of Control meets the definition of a “change in control event” within the meaning of section 409A of the Code, but in the form of installments as described in Paragraph 6 above if the Change of Control does not meet the definition of a “change in control event” within the meaning of section 409A of the Code. In addition, Company shall maintain Employee in its group health plan on the same basis as if Employee had remained employed by Company during the Change of Control Severance Period for the duration of the Change of Control Severance Period or until Employee becomes covered under another group health plan, whichever occurs first; provided, that in order to receive such continued coverage, Employee shall be required to pay to Company at continue Executive’s and Executive’s covered dependents’ group health coverage in effect on the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage and Company shall reimburse to Employee the Health Payment no later than the next payroll date of Company that occurs after the date termination or resignation, which amount shall be based on the premium for the first month is paid by Employee. In additionof COBRA coverage, on each date on shall be made regardless of whether Executive elects COBRA continuation coverage and shall commence in the month following the month in which the monthly Health Payments are madedate of termination or resignation occurs and end on the earliest of (X) eighteen (18) months following Executive’s termination or resignation, (Y) the date that Executive and/or Executive’s covered dependents become no longer eligible for COBRA and (Z) the date Executive becomes eligible to receive healthcare coverage from a subsequent employer (and Executive agrees to promptly notify the Company shall pay to Employee an additional amount equal to the federal, state and local income and payroll taxes that Employee incurs on each monthly Health Payment (the “Health Gross-up Payment on Change of Control Termination”such eligibility). The Health Payment and the Health Gross-up Payment on Change of Control Termination shall be reimbursed to Employee in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). The COBRA healthcare continuation coverage period under section 4980B of the Code shall run concurrently with the foregoing Change of Control Severance Period.

Termination in Connection with a Change of Control. Notwithstanding any provision to the contrary in Paragraph 6(a) above, if Employee is terminated by Company pursuant to Paragraph 10 above or if Employee resigns pursuant to Paragraph 11(b) above within the eighteen (18) month period following a Change of Control (as defined in Company’s 2006 Equity Compensation Plan, as in effect on the date hereof and as it may be amended from time to time, or in any successor plan of comparable intent) (the “Change of Control Severance Period”), Company shall pay to Employee a lump sum severance payment in an amount equal to 1.33 times the severance payment that Employee would receive under Paragraph 6(a) above had Employee’s employment been terminated by Company for any reason other than Cause, less applicable taxes and other deductions required by law, within 30 days following Employee’s date of termination of employment; provided, that Employee executes and does not revoke at the time of Employee’s termination of employment a General Release satisfactory to Company of any and all claims which Employee may have arising out of or relating to Employee’s employment with Company and/or termination thereof. To the extent any portion of the severance payment payable under this Paragraph 12 is deemed as deferred compensation, Company shall pay such portion in a lump sum as described in this Paragraph 12 if the Change of Control meets the definition of a “change in control event” within the meaning of section 409A of the Code, but in the form of installments as described in Paragraph 6 above if the Change of Control does not meet the definition of a “change in control event” within the meaning of section 409A of the Code. In addition, Company shall maintain Employee in its group supplemental health insurance plan on the same basis as if Employee had remained employed by Company during the Change of Control Severance Period for the duration of the Change of Control Severance Period or until Employee becomes covered under another group health plan, whichever occurs first; provided, that in order to receive such continued coverage, Employee shall be required to pay to Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage and Company shall reimburse to Employee the Health Payment no later than the next payroll date of Company that occurs after the date the premium for the month is paid by Employee. In addition, on each date on which the monthly Health Payments are made, Company shall pay to Employee an additional amount equal to the federal, state provincial and local income and payroll taxes that Employee incurs on each monthly Health Payment (the “Health Gross-up Payment on Change of Control Termination”). The Health Payment and the Health Gross-up Payment on Change of Control Termination shall be reimbursed to Employee in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). The COBRA healthcare continuation coverage period under section 4980B of the Code shall run concurrently with the foregoing Change of Control Severance Period.

Termination in Connection with a Change of Control. Notwithstanding If the Employee’s employment terminates as a result of Involuntary Termination at any provision time during the period (the “Designated Period”) commencing two (2) months prior to the contrary in Paragraph 6(a) above, if Employee is terminated by Company pursuant to Paragraph 10 above or if Employee resigns pursuant to Paragraph 11(b) above within the a Change of Control and ending eighteen (18) month period months following a Change of Control Control, then after the later of (as defined i) five (5) business days after the Employee’s last date of employment with the Company and (ii) seven (7) calendar days after execution and delivery of (A) an effective release of claims in Companysubstantially the form of Exhibit A hereto against the Company and related parties that releases the Company and such parties from any claims whatsoever arising from or related to the Employee’s 2006 Equity Compensation Planemployment relationship with the Company and (B) a non-compete agreement in substantially the form of Exhibit B hereto, as in effect on the date hereof Employee shall receive the following payments and as it may be amended from time to time, or in any successor plan of comparable intentbenefits: (1) (the “Change of Control Severance Period”), Company shall pay to Employee a lump sum severance cash payment in an amount or salary continuation equal to 1.33 times the severance payment that Employee would receive under Paragraph 6(a) above had Employee’s employment been terminated by Company then current annual base salary prorated for the period of six (6) months (without taking into account any reason other than Causereduction in base salary that could trigger an Involuntary Termination), less applicable withholding taxes and or other deductions required by law, within 30 days following Employee’s date of termination of employment; provided, that Employee executes and does not revoke at the time of Employee’s termination of employment a General Release satisfactory to Company of any and all claims which Employee may have arising out of or relating to Employee’s employment with Company and/or termination thereof. To the extent any portion withholding obligations of the severance payment payable under this Paragraph 12 is deemed as deferred compensationCompany, Company shall pay such portion in a lump sum as described in this Paragraph 12 (2) extension of medical and dental benefits (if the Change of Control meets the definition of a “change in control event” within the meaning of section 409A of the Code, but in the form of installments as described in Paragraph 6 above if the Change of Control does not meet the definition of a “change in control event” within the meaning of section 409A of the Code. In addition, Company shall maintain Employee in its group health plan on the same basis as if Employee had remained employed by Company during the Change of Control Severance Period applicable) for the duration of the Change applicable severance period (or, if not permissible under the terms of Control Severance Period the relevant plan or until Employee becomes covered under another group health planapplicable law, whichever occurs first; provideda cash payment equal to the applicable COBRA premium grossed up for taxes, that if applicable), (3) a prorated Annual Incentive Plan bonus for the year in order to receive such continued coveragewhich the Employee’s termination occurs, Employee payment of which shall be required to pay to Company made at the same time and under the same terms and conditions as bonuses are paid to employees of the Company (provided that premium payments are due such bonus shall equal no less than the average of the bonuses awarded to the Employee for the month an amount equal three (3) years (or lesser number of years for which Employee was employed by the Company) preceding the year in which the Employee’s termination occurs), (4) if the time period following termination of employment available to the full monthly premium payments required employee for exercise of all or any portion of the outstanding stock options granted to such coverage employee is less than one year, then an extension of that exercise time period to the date that is one year following the Employee’s Termination Date, and (5) executive outplacement services, from a provider appointed by the Company in its reasonable discretion, having a value not to exceed $20,000, with a provider of the Company’s choosing. In the event that the Employee’s employment terminates two (2) months or less prior to a Change of Control, for purposes of this Section 3(a) and elsewhere in this Agreement, the benefits described in this Section 3(a) shall reimburse to Employee the Health Payment no later than the next payroll date of Company that occurs after become payable upon the date the premium for the month is paid by Employee. In addition, on each date on which the monthly Health Payments are made, Company shall pay to Employee an additional amount equal to the federal, state and local income and payroll taxes that Employee incurs on each monthly Health Payment (the “Health Gross-up Payment on Change of Control Termination”). The Health Payment occurs (and the Health Gross-up Payment extended exercise period shall commence on Change of Control Termination shall be reimbursed to Employee in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(ivsame date). The COBRA healthcare continuation coverage period under section 4980B of the Code shall run concurrently with the foregoing Change of Control Severance Period.

Termination in Connection with a Change of Control. Notwithstanding any provision to the contrary in Paragraph 6(a) above, if Employee is terminated by Company pursuant to Paragraph 10 above or if Employee resigns pursuant to Paragraph 11(b) above within the eighteen (18) month period following a Change of Control (as defined in Company’s 2006 Equity Compensation Plan, as in effect on the date hereof and as it may be amended from time to time, or in any successor plan of comparable intent) (the “Change of Control Severance Period”), Company shall pay to Employee a lump sum severance payment in an amount equal to 1.33 to1.33 times the severance payment that Employee would receive under Paragraph 6(a) above had Employee’s employment been terminated by Company for any reason other than Cause, less applicable taxes and other deductions required by law, within 30 days following Employee’s date of termination of employment; provided, that Employee executes and does not revoke at the time of Employee’s termination of employment a General Release satisfactory to Company of any and all claims which Employee may have arising out of or relating to Employee’s employment with Company and/or termination thereof. To the extent any portion of the severance payment payable under this Paragraph 12 is deemed as deferred compensation, Company shall pay such portion in a lump sum as described in this Paragraph 12 if the Change of Control meets the definition of a “change in control event” within the meaning of section 409A of the Code, but in the form of installments as described in Paragraph 6 above if the Change of Control does not meet the definition of a “change in control event” within the meaning of section 409A of the Code. In addition, Company shall maintain Employee in its group health plan on the same basis as if Employee had remained employed by Company during the Change of Control Severance Period for the duration of the Change of Control Severance Period or until Employee becomes covered under another group health plan, whichever occurs first; provided, that in order to receive such continued coverage, Employee shall be required to pay to Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage and Company shall reimburse to Employee the Health Payment no later than the next payroll date of Company that occurs after the date the premium for the month is paid by Employee. In addition, on each date on which the monthly Health Payments are made, Company shall pay to Employee an additional amount equal to the federal, state and local income and payroll taxes that Employee incurs on each monthly Health Payment (the “Health Gross-up Payment on Change of Control Termination”). The Health Payment and the Health Gross-up Payment on Change of Control Termination shall be reimbursed to Employee in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). The COBRA healthcare continuation coverage period under section 4980B of the Code shall run concurrently with the foregoing Change of Control Severance Period.

Termination in Connection with a Change of Control. Notwithstanding any provision to the contrary in Paragraph 6(a) above, if Employee is terminated by Company pursuant to Paragraph 10 above or if Employee resigns pursuant to Paragraph 11(b11(c) above within the eighteen (18) month period following a Change of Control (as defined in Company’s 2006 Equity Compensation Plan, as in effect on the date hereof and as it may be amended from time to time, or in any successor plan of comparable intent) (the “Change of Control Severance Period”), Company shall pay to Employee a lump sum severance payment in an amount equal to 1.33 times the severance payment that Employee would receive under Paragraph 6(a) above had Employee’s employment been terminated by Company for any reason other than Cause, less applicable taxes and other deductions required by law, within 30 days following Employee’s date of termination of employment; provided, that Employee executes and does not revoke at the time of Employee’s termination of employment a General Release satisfactory to Company of any and all claims which Employee may have arising out of or relating to Employee’s employment with Company and/or termination thereof. To the extent any portion of the severance payment payable under this Paragraph 12 is deemed as deferred compensation, Company shall pay such portion in a lump sum as described in this Paragraph 12 if the Change of Control meets the definition of a “change in control event” within the meaning of section 409A of the Code, but in the form of installments as described in Paragraph 6 above if the Change of Control does not meet the definition of a “change in control event” within the meaning of section 409A of the Code. In addition, Company shall maintain Employee in its group health plan on the same basis as if Employee had remained employed by Company during the Change of Control Severance Period for the duration of the Change of Control Severance Period or until Employee becomes covered under another group health plan, whichever occurs first; provided, that in order to receive such continued coverage, Employee shall be required to pay to Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage and Company shall reimburse to Employee the Health Payment no later than the next payroll date of Company that occurs after the date the premium for the month is paid by Employee. In addition, on each date on which the monthly Health Payments are made, Company shall pay to Employee an additional amount equal to the federal, state and local income and payroll taxes that Employee incurs on each monthly Health Payment (the “Health Gross-up Payment on Change of Control Termination”). The Health Payment and the Health Gross-up Payment on Change of Control Termination shall be reimbursed to Employee in a manner that complies with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv). The COBRA healthcare continuation coverage period under section 4980B of the Code shall run concurrently with the foregoing Change of Control Severance Period.