Archipelago Holdings Inc Sample Contracts

AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • July 9th, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • Illinois

THIS AMENDED AND RESTATED AGREEMENT is entered into as of the 15th day of June, 2004, by and between Archipelago Holdings, L.L.C., a Delaware limited liability company, and its successors (the “Company”), and Michael A. Cormack (“Executive”).

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FULLY DISCLOSED CLEARING AGREEMENT BETWEEN SPEAR, LEEDS & KELLOGG, L.P. AND GlobeNet Securities, Inc.
Agreement • June 14th, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • New York

This AGREEMENT is made and entered into as of this day of December 2002 by and between Spear, Leeds & Kellogg, L.P. ("SLK") and GlobeNet Securities ("Broker").

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FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • August 5th, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • New York

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of the 10th day of February 2004, by and between Archipelago Holdings, L.L.C., a Delaware limited liability company (“Archipelago LLC”) and each of the Indemnitees listed on the signature pages to this agreement (each, an “Indemnitee”, and collectively, the “Indemnitees”) as such signature pages may be amended and supplemented from time to time.

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APPLICATION SERVICE PROVIDER AGREEMENT
Service Provider Agreement • June 14th, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • New York

This Application Service Provider Agreement (the "Agreement") is made as of February 1, 2001 (the "Effective Date") by and between TransactTools, Inc., together with its Affiliates ("TransactTools"), a corporation organized and existing under the laws of the State of Delaware having its principal place of business at 135 W. 29tb St., 9th Floor, New York, New York 10001, and Archipelago, LLC ("Customer"), a limited liability company having its principal place of business at 100 South Wacker Drive, Chicago, IL 60606.

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OFFICE LEASE 100 South Wacker Drive Chicago, Illinois 60606 between MJH WACKER LLC, as Landlord and
Office Lease • June 14th, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • Illinois

This Lease is made this day of October, 2003 between MJH WACKER LLC, a Delaware limited liability company, hereinafter referred to as “Landlord,” and ARCHIPELAGO HOLDINGS, L.L.C., an Illinois limited liability company, hereinafter referred to as “Tenant.” Set forth in Section 1 below are certain basic terms, provisions and definitions of this Lease (hereinafter referred to as the “Basic Provisions”) which Basic Provisions form part of and are an integral part of this Lease. Any conflict or inconsistency between the Basic Provisions and the other provisions of this Lease shall be resolved in favor of such other provisions.

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ELECTRONIC TRADE EXECUTION AGREEMENT
Electronic Trade Execution Agreement • June 14th, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • New York

THIS AGREEMENT, made this 12th day of November, 1999, is by and between J.P. MORGAN SECURITIES INC. (“JPMSI”), a New York corporation, having its principal place of business at 60 Wall Street, New York, NY 10260, and Archipelago L.L.C. (“ARCA”), an Illinois limited liability company, having its principal place of business at 100 South Wacker Drive, Suite 2012, Chicago, IL 60606.

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BNP PARIBAS BROKERAGE SERVICES, Inc. Order Routing Services Agreement
Services Agreement • August 5th, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • New York

This Agreement sets forth the terms and conditions under which BNP Paribas Brokerage Services, Inc. (“BNPPBS”) will provide order routing services to Archipelago LLC (“ARCA”) and is made as of this 8th day of February, 2001

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GENERAL TERMS
General Terms • June 14th, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • Illinois

These Sun Terms and Conditions (“General Terms”) are made as of 2/1/03 (“Effective Date”) between SUN MICROSYSTEMS, INC., a Delaware corporation with its address at 901 San Antonio Road, Palo Alto, CA 94303 and Archipelago Holdings, L.L.C. with its address at 100 S. Wacker Drive, Suite 2000, Chicago, Illinois 60606.

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AGREEMENT FOR PROFESSIONAL SERVICES
Archipelago Holdings L L C • June 14th, 2004 • Security & commodity brokers, dealers, exchanges & services • New York

This Agreement for Professional Services (the "Agreement"), with an effective date of August 14, 2000 is by and between TransactTools, Inc. ("TransactTools"), a Delaware corporation with its principal office at 135 W. 29th St., 9th Floor, New York, New York 10001, and Archipelago, LLC ("Customer"), a limited liability company having its principal place of business at 100 South Wacker Drive, Chicago, IL 60606.

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EMPLOYMENT AGREEMENT
Employment Agreement • July 9th, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • Illinois

AGREEMENT, dated as of the 19th day of December, 2001, between Archipelago Holdings, L.L.C., a Delaware limited liability company having its principal executive offices in Chicago, Illinois (including any successor thereto, the “Company”), and Gerald D. Putnam (the “Executive”).

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LICENSE AND DISTRIBUTION AGREEMENT
License and Distribution Agreement • June 14th, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • Illinois

AGREEMENT, dated as of January 7, 1999 (the “Effective Date”), by and between ARCHIPELAGO HOLDINGS, L.L.C., a Delaware limited liability company with its principal offices at 100 South Wacker Drive, Suite 2060, Chicago, IL 60606 (“Archipelago”), and TOWNSEND ANALYTICS, LTD., an Illinois corporation with its principal offices at 100 South Wacker Drive, Suite 2040, Chicago, Illinois 60606 (“TAL”).

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ARCHIPELAGO HOLDINGS, L.L.C. SHARE OPTION AWARD AGREEMENT
Share Option Award Agreement • July 9th, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • Delaware

THIS AWARD AGREEMENT, made this day of , 200 (the “Grant Date”), by and between Archipelago Holdings, L.L.C., a Delaware limited liability company (the “Company”), and (the “Employee”) pursuant to the Archipelago Holdings, L.L.C. 200 Long-Term Incentive Plan (the “Plan”).

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • July 9th, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services

THIS AMENDMENT, dated as of May 4, 2004, between Archipelago Holdings, L.L.C., a Delaware limited liability company having its principal executive offices in Chicago, Illinois (including any successor thereto, the “Company”), and Gerald D. Putnam (the “Executive”) amends the Employment Agreement between the Company and the Executive dated as of December 19, 2001 (the “Employment Agreement”).

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EXCHANGE AGREEMENT
Exchange Agreement • March 31st, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • Delaware

This EXCHANGE AGREEMENT (“Agreement”) is made and entered into as of this 17th day of January, 2002 by and among Archipelago Holdings, L.L.C., a Delaware limited liability company (the “Company”), REDIBook ECN LLC, a Delaware limited liability company (“REDI”), the entities listed on Annex A to this Agreement (collectively, the “Contributors”) and the Current ARCA Members (as defined in the recitals hereto).

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LICENSE AND DISTRIBUTION AGREEMENT
License and Distribution Agreement • August 5th, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • Illinois

TOWNSEND ANALYTICS, LTD., an Illinois corporation (“TAL”), hereby grants to Wave Securities, L.L.C., a professional subscriber pursuant to applicable exchange requirements in effect from time to time (“Subscriber”), and Subscriber hereby agrees to and accepts from TAL, a personal, non-exclusive, non-transferable license (i) to use the machine readable version of the software selected by Subscriber as identified in Schedule A attached hereto and any corresponding user manual(s) or other user documentation (collectively, the “Licensed Product”); (ii) to use the Licensed Product to receive, access and/or display over Subscriber’s computer and/or equipment, fixed or portable, the market information consisting of securities and commodity prices, other information and other data (collectively “TAL DataÔ“) that is provided by stock exchanges, commodity exchanges, news and other information sources (collectively “Sources”), which includes, but is not limited to, those Sources selected by Subsc

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TOWNSEND ANALYTICS ASSISTANCE AGREEMENT
Townsend Analytics Assistance Agreement • March 31st, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • Delaware
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AMENDED AND RESTATED INDEMNITY AGREEMENT
Indemnity Agreement • November 7th, 2005 • Archipelago Holdings Inc • Security & commodity brokers, dealers, exchanges & services • Illinois

THIS AMENDED AND RESTATED INDEMNITY AGREEMENT (“Agreement”), dated this 2nd day of November, 2005, is entered into between The Options Clearing Corporation, a Delaware corporation (the “Clearing Corporation”) and Pacific Exchange, Inc., a Delaware corporation (“Exchange”).

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FULLY DISCLOSED CLEARING AGREEMENT BETWEEN SPEAR, LEEDS & KELLOGG, L.P. AND REDIBOOK ECN LLC
Archipelago Holdings L L C • March 31st, 2004 • Security & commodity brokers, dealers, exchanges & services • New York

This AGREEMENT is made and entered into as of this 7th day of January 2002 by and between Spear, Leeds & Kellogg, L.P. ("SLK") and REDIBook ECN LLC ("Broker").

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 31st, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • Delaware

AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of February 27, 2004, pursuant to Section 18-209 of the Delaware Limited Liability Company Act (the “LLC Act”) and Section 251 of the General Corporation Law of the State of Delaware (the “DGCL”), between ARCHIPELAGO HOLDINGS, L.L.C., a Delaware limited liability company (“Archipelago LLC”), and GAP ARCHA HOLDINGS, INC., a Delaware corporation (“GAP”).

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CLEARING AGREEMENT
Archipelago Holdings L L C • March 31st, 2004 • Security & commodity brokers, dealers, exchanges & services

This agreement, made as of the date indicated on the signature page hereof (the "Agreement") between Broadcort Capital Corp. (hereinafter referred to as the "Clearing Firm") and Archipelago LLC (hereinafter referred to as the "Introducing Firm"),

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FIRST AMENDMENT TO SUBLEASE Suites 1710, 1720, 1722, 1725, 1730, 1732, LL2-005, LL2-34 and Storage Spaces 1717, 1723, 1733, 1747, 2017 100 South Wacker Drive Chicago, Illinois 60606
Archipelago Holdings L L C • April 20th, 2004 • Security & commodity brokers, dealers, exchanges & services

THIS FIRST AMENDMENT TO SUBLEASE is made and entered into as of the first day of April, 2000, by and between TOWNSEND ANALYTICS, LTD. (hereinafter "Sublandlord"), an Illinois corporation, and ARCHIPELAGE, L.L.C. (hereinafter "Subtenant"), an Illinois limited liability company, for the uses and purposes hereinafter set forth.

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Form of Underwriting Agreement
Exchange Agreement • August 5th, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • New York

Archipelago Holdings, Inc., a Delaware corporation (“Arca Inc.”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares of Common Stock, $.01 par value (“Stock”) of Arca Inc. and the stockholders of Arca Inc. named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of shares and, at the election of the Underwriters, up to additional shares of Stock. The aggregate of shares to be sold by Arca Inc. and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.

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AGREEMENT AND PLAN OF MERGER by and among NEW YORK STOCK EXCHANGE, INC., ARCHIPELAGO HOLDINGS, INC. and SUCH OTHER PERSONS THAT BECOME SIGNATORIES HERETO PURSUANT TO THE TERMS HEREOF Dated as of April 20, 2005
Support and Lock-Up Agreement • April 26th, 2005 • Archipelago Holdings Inc • Security & commodity brokers, dealers, exchanges & services • Delaware

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of April 20, 2005, is by and among New York Stock Exchange, Inc., a New York Type A not-for-profit corporation ("NYSE"), Archipelago Holdings, Inc., a Delaware corporation ("Archipelago"), and such other Persons that become signatories hereto pursuant to the terms hereof.

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SOFTWARE LICENSE AND SERVICES AGREEMENT
License and Services Agreement • March 31st, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • Illinois

This is a Software License and Services Agreement ("this Agreement"), made as of November 1, between SHADOW FINANCIAL SERVICES CORP., a New Jersey corporation with an address at Raritan Plaza II, Edison, NJ 08837 ("Shadow"); and ARCHIPELAGO HOLDINGS, LLC with offices at 100 South Wacker Drive, Suite 2000, Chicago, IL 60606 ("Licensee").

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AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • November 7th, 2005 • Archipelago Holdings Inc • Security & commodity brokers, dealers, exchanges & services

This AMENDMENT NO. 2, dated as of November 2, 2005 (this “Amendment”), to the Amended and Restated Agreement and Plan of Merger, dated as of July 20, 2005, as amended as of October 20, 2005 (the “Merger Agreement”), is by and among New York Stock Exchange, Inc., a New York Type A not-for-profit corporation (“NYSE”), Archipelago Holdings, Inc., a Delaware corporation (“Archipelago”), NYSE Group, Inc., a Delaware corporation (“NYSE Group”), NYSE Merger Sub LLC, a New York limited liability company (“NYSE Merger Sub LLC”), NYSE Merger Corporation Sub, Inc., a Delaware corporation (“NYSE Merger Corporation Sub”), and Archipelago Merger Sub, Inc., a Delaware corporation (“Archipelago Merger Sub”).

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SUBLEASE Suites 2000, 2010, 2012, 2015 and 2020 100 South Wacker Drive Chicago, Illinois 60606
Archipelago Holdings L L C • April 20th, 2004 • Security & commodity brokers, dealers, exchanges & services

THIS SUBLEASE is made and entered into as of the first day of February, 1999, by and between TOWNSEND ANALYTICS, LTD. (hereinafter "Sublandlord"), an Illinois corporation, and ARCHIPELAGO, L.L.C. (hereinafter "Subtenant"), an Illinois limited liability company, for the uses and purposes hereinafter set forth.

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AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER Among PCX HOLDINGS, INC., ARCHIPELAGO HOLDINGS, INC. and NEW APPLE ACQUISITIONS CORPORATION Dated as of July 22, 2005
And Restated Agreement and Plan of Merger • July 22nd, 2005 • Archipelago Holdings Inc • Security & commodity brokers, dealers, exchanges & services • Delaware

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of July 22, 2005, among PCX Holdings, Inc., a Delaware corporation (the “Company”), Archipelago Holdings, Inc., a Delaware corporation (“Parent”), and New Apple Acquisitions Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”, the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”).

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FORM OF AGREEMENT
Form of Agreement • December 30th, 2005 • Archipelago Holdings Inc • Security & commodity brokers, dealers, exchanges & services • Illinois

THIS AGREEMENT, dated as of December 30, 2005, between Archipelago Holdings, Inc., a Delaware corporation (including any successor thereto, the “Company”), and the undersigned executive (the “Executive”) pertains to the Amended and Restated Change in Control Severance Agreement between the Company and the Executive dated as of June 15, 2004 (the “CIC Agreement”), Executive’s Restricted Stock Units issued under the Company 2004 Stock Incentive Plan (each an “RSU”) and Executive’s unvested stock options issued under various Company equity compensation plans (each a “Stock Option”), effective as of December 30, 2005.

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LICENSE AGREEMENT
License Agreement • March 31st, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • Illinois

LICENSE AGREEMENT, dated as of January 7, 1999 (the “Effective Date”), by and between ARCHIPELAGO HOLDINGS, L.L.C., a Delaware limited liability company with its principal offices located at 100 South Wacker Drive, Suite 2060, Chicago, IL 60606, and TOWNSEND ANALYTICS, LTD., an Illinois corporation with its principal offices located at 100 South Wacker Drive, Suite 2040, Chicago, Illinois 60606 (“TAL”).

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CLEARING AGREEMENT
Agreement • June 14th, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services

This agreement, made as of the date indicated on the signature page hereof (the "Agreement") between Broadcort Capital Corp. (hereinafter referred to as the "Clearing Firm") and Archipelago LLC (hereinafter referred to as the "Introducing Firm"),

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AGREEMENT AND PLAN OF MERGER Among PCX HOLDINGS, INC., ARCHIPELAGO HOLDINGS, INC. and NEW APPLE ACQUISITIONS CORPORATION Dated as of January 3, 2005
Agreement and Plan of Merger • March 4th, 2005 • Archipelago Holdings Inc • Security & commodity brokers, dealers, exchanges & services

AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of January 3, 2005, among PCX Holdings, Inc., a Delaware corporation (the “Company”), Archipelago Holdings, Inc., a Delaware corporation (“Parent”), and New Apple Acquisitions Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”, the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”).

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THIRD AMENDMENT TO SUBLEASE 100 South Wacker Drive Chicago, Illinois 60606
Archipelago Holdings L L C • August 5th, 2004 • Security & commodity brokers, dealers, exchanges & services

THIS THIRD AMENDMENT TO SUBLEASE is made and entered into as of the 15th day of May, 2004, by and between TOWNSEND ANALYTICS, LTD. (hereinafter "Sublandlord"), an Illinois corporation, and ARCHIPELAGO HOLDINGS, L.L.C. (hereinafter "Subtenant"), an Illinois limited liability company, for the uses and purposes hereinafter set forth.

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ASSUMPTION AND ATTORNMENT AGREEMENT
Office Lease • April 20th, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services

THIS AMENDMENT, dated as of the 20th day of December, 1996, between RREEF USA FUND-I HARTFORD PLAZA, INC., a Delaware corporation, (“Landlord”) and TOWNSEND ANALYTICS, LTD., an Illinois corporation, (“Tenant”) for the premises located in the City of Chicago, County of Cook, State of Illinois, commonly known as Suite 2040, 100 South Wacker Drive.

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SUPPORT, DEVELOPMENT AND ENHANCEMENT AGREEMENT
Development and Enhancement Agreement • March 31st, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • Illinois

AGREEMENT, dated as of January 7, 1999 (the “Effective Date”), by and between ARCHIPELAGO HOLDINGS, L.L.C., a Delaware limited liability company with its principal offices located at 100 South Wacker Drive, Suite 2060, Chicago, IL 60606, and TOWNSEND ANALYTICS, LTD., an Illinois corporation with its principal offices located at 100 South Wacker Drive, Suite 2040, Chicago, Illinois 60606 (“TAL”).

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AGREEMENT
Agreement • December 30th, 2005 • Archipelago Holdings Inc • Security & commodity brokers, dealers, exchanges & services • Illinois

THIS AGREEMENT, dated as of December 30, 2005, between Archipelago Holdings, Inc., a Delaware corporation (including any successor thereto, the “Company”), and Gerald D. Putnam (the “Executive”) pertains to the Employment Agreement between the Company and the Executive dated as of December 19, 2001, as amended (the “Employment Agreement”), Executive’s Restricted Stock Units issued under the Company 2004 Stock Incentive Plan (each an “RSU”) and Executive’s unvested stock options issued under various Company equity compensation plans (each a “Stock Option”), is effective as of December 30, 2005.

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