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

Termination Following a Change of Control. In the event that Employee’s employment is terminated as a result of an involuntary termination other than for Cause or if Employee resigns for Good Reason at any time within 12 months following the effective date of a Change of Control, then Employee will be entitled to receive severance benefits as follows: (i) severance payments during the period from the date of Employee’s termination until the date 18 months after the effective date of the termination (the “Severance Period”) equal to the base salary which Employee was receiving immediately prior to the Change of Control, which payments shall be paid during the Severance Period in accordance with the Company’s standard payroll practices, (ii) a lump sum payment as soon as practicable after the date of termination of employment equal to 150% of the bonus payment made to Employee for the Company’s fiscal year prior to the Company’s fiscal year in which the termination occurs, (iii) a lump sum payment as soon as practicable after the date of termination of employment equal to a pro-rata portion of the bonus payment made to Employee for the Company’s fiscal year prior to the Company’s fiscal year in which the termination occurs based on the number of completed months of Employee’s employment during such fiscal year; (iv) continuation of the health insurance benefits provided to Employee immediately prior to the Change of Control at Company expense pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law; and (v) each stock option and equity award to purchase the Company’s Common Stock granted to Employee over the course of his employment with the Company and held by Employee on the date of termination of employment shall become immediately vested on such date as to that number of shares that would have vested in accordance with the terms of such option or equity award as of the date 12 months after the date of termination of employment (assuming that Employee had remained an employee of the Company for 12 months after the date of termination of employment). Each such option and equity award shall be exercisable in accordance with the provisions of the agreement and plan pursuant to which such option or award was granted, provided however that the vested shares underlying an equity award granted on or after July 23, 2004, shall remain exercisable for a period of eighteen (18) months following Employee’s termination date (but not later than the expiration date of the award as set forth in the applicable award agreement). In addition, Employee will receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of Employee’s termination of employment.

Termination Following a Change of Control. In the event that Employee’s employment is terminated as a result of an involuntary termination other than for Cause or if Employee resigns for Good Reason at any time within 12 months following the effective date of a Change of Control, then Employee will be entitled to receive severance benefits as follows: (i) severance payments during the period from the date of Employee’s termination until the date 18 months after the effective date of the termination (the “Severance Period”) equal to the base salary which Employee was receiving immediately prior to the Change of Control, which payments shall be paid during the Severance Period in accordance with the Company’s standard payroll practices, (ii) a lump sum payment as soon as practicable after the date of termination of employment equal to 150% of the bonus payment made to Employee for the Company’s fiscal year prior to the Company’s fiscal year in which the termination occurs, (iii) a lump sum payment as soon as practicable after the date of termination of employment equal to a pro-rata portion of the bonus payment made to Employee for the Company’s fiscal year prior to the Company’s fiscal year in which the termination occurs based on the number of completed months of Employee’s employment during such fiscal year; (iv) continuation of the health insurance benefits provided to Employee immediately prior to the Change of Control at Company expense pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law; and (v) each stock option and equity award to purchase the Company’s Common Stock granted to Employee over the course of his her employment with the Company and held by Employee on the date of termination of employment shall become immediately vested on such date as to that number of shares that would have vested in accordance with the terms of such option or equity award as of the date 12 months after the date of termination of employment (assuming that Employee had remained an employee of the Company for 12 months after the date of termination of employment). Each such option and equity award shall be exercisable in accordance with the provisions of the agreement and plan pursuant to which such option or award was granted, provided however that the vested shares underlying an equity award granted on or after July 23, 2004, shall remain exercisable for a period of eighteen (18) months following Employee’s termination date (but not later than the expiration date of the award as set forth in the applicable award agreement). In addition, Employee will receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of Employee’s termination of employment.

Termination Following a Change of Control. In the event that Employee’s employment is terminated as a result of an involuntary termination other than for Cause or if Employee resigns for Good Reason at any time within 12 months following the effective date of a Change of Control, then Employee will be entitled to receive severance benefits as follows: (i) severance payments during the period from the date of Employee’s termination until the date 18 months after the effective date of the termination (the “Severance Period”) equal to the base salary which Employee was receiving immediately prior to the Change of Control, which payments shall be paid during the Severance Period in accordance with the Company’s standard payroll practices, (ii) a lump sum payment as soon as practicable after the date of termination of employment equal to 150% of the bonus payment made to Employee for the Company’s fiscal year prior to the Company’s fiscal year in which the termination occurs, (iii) a lump sum payment as soon as practicable after the date of termination of employment equal to a pro-rata portion of the bonus payment made to Employee for the Company’s fiscal year prior to the Company’s fiscal year in which the termination occurs based on the number of completed months of Employee’s employment during such fiscal year; (iv) continuation of the health insurance benefits provided to Employee immediately prior to the Change of Control at Company expense pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law; and (v) each stock option and equity award to purchase the Company’s Common Stock granted to Employee over the course of his employment with the Company and held by Employee on the date of termination of employment shall become immediately vested on such date as to that number of shares that would have vested in accordance with the terms of such option or equity award as 100% of the date 12 months after the date of termination of employment then unvested option shares; and (assuming that Employee had remained an employee of the Company for 12 months after the date of termination of employment). Each such option and equity award shall be exercisable in accordance with the provisions of the agreement and plan pursuant to which such option or award was granted, provided however that the vested shares underlying an vi) each equity award granted on or after July 23, 2004, shall remain exercisable for a period of eighteen (18) months following Employee’s termination date (but not later than the expiration date of the an award as set forth in the applicable award agreement). Each such option and equity award shall otherwise be exercisable in accordance with the provisions of the agreement and plan pursuant to which such option or award was granted. In addition, Employee will receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of Employee’s termination of employment.

Termination Following a Change of Control. In the event that Employee’s employment is terminated as a result of an involuntary termination other than for Cause or if Employee resigns for Good Reason at any time within 12 months following the effective date of a Change of Control, then Employee will be entitled to receive severance benefits as follows: (i) severance payments during the period from the date of Employee’s termination until the date 18 24 months after the effective date of the termination (the “Severance Period”) equal to the base salary which Employee was receiving immediately prior to the Change of Control, which payments shall be paid during the Severance Period in accordance with the Company’s standard payroll practices, (ii) a lump sum payment as soon as practicable after the date of termination of employment equal to 150200% of the bonus payment made to Employee for the Company’s fiscal year prior to the Company’s fiscal year in which the termination occurs, (iii) a lump sum payment as soon as practicable after the date of termination of employment equal to a pro-rata portion of the bonus payment made to Employee for the Company’s fiscal year prior to the Company’s fiscal year in which the termination occurs based on the number of completed months of Employee’s employment during such fiscal year; (iv) continuation of the health insurance benefits provided to Employee immediately prior to the Change of Control at Company expense pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law; and (v) each stock option and equity award to purchase the Company’s Common Stock granted to Employee over the course of his employment with the Company and held by Employee on the date of termination of employment shall become immediately vested on such date as to that number of shares that would have vested in accordance with the terms of such option or equity award as 100% of the date 12 months after the date of termination of employment then unvested option shares; and (assuming that Employee had remained an employee of the Company for 12 months after the date of termination of employment). Each such option and equity award shall be exercisable in accordance with the provisions of the agreement and plan pursuant to which such option or award was granted, provided however that the vested shares underlying an vi) each equity award granted on or after July 23, 2004, 2004 shall remain exercisable for a period of eighteen (18) months following Employee’s termination date (but not later than the expiration date of the award as set forth in the applicable award agreement). Each such option and equity award shall otherwise be exercisable in accordance with the provisions of the agreement and plan pursuant to which such option or award was granted. In addition, Employee will receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of Employee’s termination of employment.

Termination Following a Change of Control. In If the event that EmployeeCovered Person’s employment is terminated as a result of an involuntary termination other than for Cause or if Employee resigns for Good Reason at any time within 12 months following the effective date of terminates after a Change of Control, then Employee will then, subject to Section 5 below, the Covered Person shall be entitled to receive severance benefits as follows: (i) Involuntary Termination If the Covered Person’s employment is terminated within twelve (12) months following a Change of Control as a result of Involuntary Termination, then the Covered Person shall be entitled to receive a lump sum severance payments during payment in an amount equal to fifteen (15) months of the Covered Person’s annual Target Compensation; and in addition, for a period from the date of Employee’s termination until the date 18 fifteen (15) months after such termination, the effective date of Company shall be obligated to provide the termination (the “Severance Period”) equal Covered Person with benefits that are substantially equivalent to the base salary which Employee was receiving Covered Person’s benefits (medical, dental, vision and life insurance) that were in effect immediately prior to the Change of Control. In addition, each outstanding stock option held by the Covered Person which had been granted prior to the date of the Change of Control under the Company’s stock option plans shall accelerate and become fully exercisable and all shares of restricted equity held by the Covered Person which had been granted prior to the date of the Change of Control under the Company’s stock option plans shall become nonforfeitable and all restrictions shall lapse. Any severance payments to which the Covered Person is entitled pursuant to this section shall be paid during the Severance Period in accordance with the Company’s standard payroll practices, (ii) a lump sum payment as soon as practicable after within thirty (30) days of the effective date of termination the Covered Person’s termination. For purposes of employment equal to 150% this Paragraph 3(a)(i), the term “Target 2 Compensation” shall mean the highest level of the bonus payment made to Employee for the Company’s fiscal year prior Target Compensation applicable to the Company’s fiscal year in which Covered Person from the termination occurs, (iii) a lump sum payment as soon as practicable after the date period of termination of employment equal to a pro-rata portion of the bonus payment made to Employee for the Company’s fiscal year prior to the Company’s fiscal year in which the termination occurs based on the number of completed months of Employee’s employment during such fiscal year; (iv) continuation of the health insurance benefits provided to Employee time immediately prior to the Change of Control at through the effective date of the Covered Person’s termination. With respect to any taxable income that the Covered Person is deemed to have received for federal income tax purposes by virtue of the Company expense pursuant providing continued employee benefits to the terms Covered Person, the Company shall make a cash payment to the Covered Person such that the net economic result to the Covered Person will be as if such benefits were provided on a tax-free basis to the same extent as would have been applicable had the Covered Person’s employment not been terminated. Such cash payment shall be made no later than April 1 following each calendar year in which such benefits are taxable to the Covered Person. Anything in this Agreement to the contrary notwithstanding, if at the time of the Consolidated Omnibus Budget Reconciliation Act Covered Person’s separation from service (within the meaning of 1985Section 409A of the Internal Revenue Code of 1986, as amended (the “COBRACode”), the Covered Person is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) or other applicable law through the earlier of the end Code, and if any payment that the Covered Person becomes entitled to under this Agreement is considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Severance Period or Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date upon which Employee that is no longer eligible for such COBRA or other benefits under applicable law; and the earliest of (vA) each stock option and equity award to purchase the Company’s Common Stock granted to Employee over the course of his employment with the Company and held by Employee on the date of termination of employment shall become immediately vested on such date as to that number of shares that would have vested in accordance with the terms of such option or equity award as of the date 12 six months after the Covered Person’s date of termination of employment termination, (assuming B) the Covered Person’s death, or (C) such other date as will cause such payment not to be subject to such interest and additional tax. The parties agree that Employee had remained an employee this Agreement may be amended, as reasonably requested by either party and as may be necessary to comply fully with Section 409A of the Company for 12 months after Code and all related rules and regulations in order to preserve the date of termination of employmentpayments and benefits provided hereunder without additional cost to either party. (ii). Each such option and equity award shall be exercisable in accordance with the provisions of the agreement and plan pursuant to which such option or award was granted, provided however that the vested shares underlying an equity award granted on or after July 23, 2004, shall remain exercisable for a period of eighteen (18) months following Employee’s termination date (but not later than the expiration date of the award as set forth in the applicable award agreement). In addition, Employee will receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of Employee’s termination of employment.

Termination Following a Change of Control. In the event that Employee’s that, during the Term, Executive's employment hereunder is terminated as a result of an involuntary termination other than for by the Company or its successor without Cause or if Employee Executive resigns for with Good Reason at any time within 12 twelve (12) months following the effective date of a Change of Control, then Employee will Executive shall be entitled to receive severance benefits as follows: (a) the Accrued Rights, (b) any Accrued Bonus, and (c) the sum of (i) severance payments during the period from the date of Employee’s termination until the date 18 months after the effective date of the termination (the “Severance Period”) an amount equal to three (3) times Executive's annual Base Salary at the base salary which Employee was receiving immediately time of termination and (ii) an amount equal to (A) three (3) times Executive's Target Cash Bonus for calendar year 2013 if termination occurs prior to the Change payment date of ControlExecutive's Cash Bonus for 2013, or (B) three (3) times Executive's average Target Cash Bonus for the three (3) calendar years (or such lesser number of years during which Executive was employed hereunder) immediately preceding the year of termination if termination occurs after the payment date of Executive's Cash Bonus for 2013, which payments amounts shall be paid during the Severance Period payable in accordance with the Company’s standard payroll practices, (ii) a lump sum payment (subject to Section 6.1) as soon as practicable after following the date Release Effective Date. In addition, in the event of a termination of employment pursuant to this Section 4.5 during the Term and upon the Compensation Committee's determination, in its reasonable discretion, that the performance goals, conditions or metrics related to the Current Year LTIP Award have been achieved (which performance goals, conditions or metrics may be pro-rated in the sole discretion of the Compensation Committee to reflect the period during the then current Performance Period that Executive was actually employed by the Company or any Subsidiary) and, if so, at what level, Executive shall be entitled to receive an amount equal to 150% of the bonus payment made to Employee for the Company’s fiscal year prior to the Company’s fiscal year in which the termination occurs, (iii) a lump sum payment as soon as practicable after the date of termination of employment equal to a pro-rata portion of the bonus payment made Current Year LTIP Award corresponding to Employee for such level of achievement determined by the Company’s fiscal year prior to the Company’s fiscal year in Compensation Committee, which the termination occurs pro-rata portion shall be based on a fraction, the numerator of which is the number of completed months days during the then current Performance Period that the Executive was actually employed by the Company or any Subsidiary, and the denominator of Employee’s employment during such fiscal year; (iv) continuation which is the total number of days in the health insurance benefits provided to Employee immediately prior to the Change of Control at Company expense then current Performance Period. The amount payable pursuant to the terms preceding sentence, if any, shall be payable in a lump sum no earlier than the Release Effective Date and no later than thirty (30) days following the determination of the Consolidated Omnibus Budget Reconciliation Act Compensation Committee of 1985Executive's entitlement to receive a Current Year LTIP Award, as amended (“COBRA”) or other applicable law through the earlier but no later than March 15th of the end calendar year following the date of the Severance Period or termination of Executive's employment. In addition, in the date upon which Employee is no longer eligible event of a termination of employment pursuant to this Section 4.5 during the Term, if Executive timely and properly elects continuation coverage under COBRA, then the Company shall reimburse Executive for the difference between the monthly COBRA premium paid by Executive for himself and his dependents and the monthly premium amount for such COBRA or other benefits under applicable law; and group health plan coverage paid by similarly situated active executives. Executive shall be eligible to receive such reimbursement until the earliest of: (vI) each stock option and equity award to purchase the Company’s Common Stock granted to Employee over the course eighteen (18) month anniversary of his employment with the Company and held by Employee on the date of termination of employment shall become immediately vested on such date as to that number of shares that would have vested in accordance with the terms of such option or equity award as of Executive's employment; (II) the date 12 months after Executive is no longer eligible to receive COBRA continuation coverage; and (III) the date of termination of employment (assuming that Employee had remained an employee of on which the Company for 12 months after the date of termination of employment). Each such option and equity award shall be exercisable in accordance with the provisions of the agreement and plan pursuant Executive becomes eligible to which such option or award was granted, provided however that the vested shares underlying an equity award granted on or after July 23, 2004, shall remain exercisable for a period of eighteen (18) months following Employee’s termination date (but not later than the expiration date of the award as set forth in the applicable award agreement)receive substantially similar coverage from another employer. In addition, Employee will receive payment(s) for all salary, bonuses and unpaid vacation accrued as in the event of the date of Employee’s a termination of employmentemployment pursuant to this Section 4.5 during the Term, any unvested Long Term Incentive Award (X) that is subject solely to a time-based vesting condition will become vested immediately, and (Y) that is subject to subsequent performance-based vesting conditions will vest, if at all, based on Pro-Rata Acceleration. Executive shall have ninety (90) days or the period specified in the grant or award, whichever is greater, to exercise any rights contained in any such grant or award that are subject to exercise by Executive. To the extent Executive is entitled to any payments, benefits and vesting conditions set forth in this Section 4.5, Executive shall not be entitled to any payments, benefits or vesting conditions set forth in Section 4.4 or Section 4.6.

Termination Following a Change of Control. In If during the event that Employee’s employment is terminated as a result of an involuntary termination other than for Cause or if Employee resigns for Good Reason at any time within 12 months one-year period following the effective date of a “Change of Control” (as defined below), then Employer terminates Employee’s employment under this Agreement for any reason other than Cause or Employee will terminates his employment under this Agreement for Good Reason and, in either case, Employee executes a Release, Employee shall be entitled paid an amount equal to receive severance benefits as follows: the greater of (i) severance payments during his monthly base salary through the period from the date of Employee’s termination until the date 18 months after the effective date last day of the termination (the “Severance Period”) initial term or renewal term then in effect, plus an amount equal to the base salary which Employee was receiving immediately prior to the Change of Controlhis accrued, which payments shall be paid during the Severance Period in accordance with the Company’s standard payroll practices, unused PTO or (ii) his monthly base salary for a lump sum payment period of twelve (12) months, increased by two weeks for each “Year of Service” (as soon defined in Section 9(h)) performed by Employee prior to his termination date, as practicable after severance pay following the date of termination payable, in each case, in accordance with Employer’s customary payroll practices and commencing, unless otherwise required by Section 10(b), on the first payroll date of employment Employer following the Release Date, plus an amount equal to 150% of the bonus payment made to Employee for the Company’s fiscal year prior to the Company’s fiscal year his accrued, unused PTO paid in which the termination occurs, (iii) a single lump sum payment as soon as practicable after on the first payroll date of termination of employment equal to a pro-rata portion of Employer following the bonus payment made to Employee for Release Date. Any unvested stock options awarded during the Company’s fiscal year prior to the Company’s fiscal year in which the termination occurs based on the number of completed months of Employee’s employment during such fiscal year; (iv) continuation of the health insurance benefits provided to Employee immediately prior to the Change of Control at Company expense pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law; and (v) each stock option and equity award to purchase the Company’s Common Stock granted to Employee over the course of his employment with the Company and held by Employee on the date of termination term of employment shall become immediately vested on such date as to that number of shares that would have vested in accordance with the terms of such option or equity award as of the date 12 months after the date of termination of employment (assuming that Employee had remained an employee of the Company for 12 months after the date of termination of employment). Each such option and equity award shall be exercisable in accordance with the provisions of the agreement and plan pursuant to which such option or award was granted, provided however that the vested shares underlying an equity award granted on or after July 23, 2004, shall remain exercisable for a period of eighteen (18) months following Employee’s termination date (but not later than the expiration date of the award as set forth in the applicable award agreement). In addition, Employee will receive payment(s) for all salary, bonuses and unpaid vacation accrued vest as of the date of Employee’s termination termination. The amounts paid shall be reduced by all amounts withheld and deducted pursuant to Section 20. In addition, if at the end of employmentthe year in which employment is terminated, Employee would have received a bonus as described in Exhibit A or the then current bonus program adopted by the Compensation Committee, Employee will be paid a pro rata share of such bonus for the full months of actual employment in that year payable as provided in Section 3(b). No benefits, bonuses, PTO, or other forms of compensation, except for the severance payments and pro rata bonus payment, if any, will be paid to Employee or accrued during the severance period. Payments under this Section 9(e) shall cease if during the term of the payments Employee violates the provisions of Section 7 or Section 13. Employer and Employee intend that no portion of the compensation required by this Section 9(e), either alone or together with other payments or benefits, either cash or non-cash, that Employee has the right to receive from Employer, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to Employee under any plan for the benefit of employees, be deemed to constitute an “excess parachute payment” as defined in Section 280G of the Code and as a result, notwithstanding any other provision of this Section 9(e) to the contrary, the compensation payable under this Section 9(e) shall be reduced to the amount necessary to an amount (or to no amount) to prevent such compensation from being considered an excess parachute payment.

Termination Following a Change of Control. In the event that Employee’s that, after a Change of Control (as defined below), (i) you are terminated by the Company without Cause or (ii) you terminate your employment is terminated with the Company as a result of an involuntary termination other than for Cause or a Constructive Termination (as defined below), and if Employee resigns for Good Reason at any time within 12 months you execute and do not revoke a Release by the Release Deadline Date, you will receive the following the effective date of a Change of Control, then Employee will be entitled to receive severance benefits as followsbenefits: (ia) severance payments during the period from the date continuing payment of Employee’s termination until the date 18 your last base salary for eighteen (18) months after the effective date of the termination (the “Severance Period”) equal to the base salary which Employee was receiving immediately prior to the Change of Controlyour employment terminates, which payments shall be paid during the Severance Period payable in accordance with the Company’s standard normal payroll practicesprocedures; (b) provided you timely elect to continue your health insurance benefits under the applicable COBRA laws, the Company will reimburse you for the premiums necessary to maintain your health insurance coverage for a period of twenty-four (ii24) months following termination of your employment payable in accordance with the Company’s normal reimbursement policies; provided, however, that if the Company, in its sole and reasonable discretion, determines that it cannot reimburse you for 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 you a lump sum taxable monthly payment in an amount equal to the monthly COBRA premium that you would be required to pay to continue your group health coverage in effect on the date of such termination, which payments will be made regardless of whether you elect COBRA continuation coverage, and will be payable in accordance with the Company’s normal payroll procedures; and (c) full vesting acceleration and exercisability of any outstanding Company equity awards that are not otherwise accelerated in accordance with Section 8 below. Notwithstanding the foregoing, in no event shall you continue to receive any benefits under this Section if you resign, are terminated for Cause (as soon as practicable defined below), or if your employment ends because of your death or disability, nor shall you receive any severance benefit under this Section on or after the date on which you begin employment with another employer. If you terminate your employment with XXX or the acquiring company and you are or could receive in the future severance payments or benefits pursuant to this Section 7, you shall promptly give notice to the Chairman of the Board of XXX or the acquiring company of any new employment you begin on or after the date of termination of employment equal to 150% of the bonus payment made to Employee for the Company’s fiscal year prior to the Company’s fiscal year in which the termination occurs, (iii) a lump sum payment as soon as practicable after the date of termination of employment equal to a pro-rata portion of the bonus payment made to Employee for the Company’s fiscal year prior to the Company’s fiscal year in which the termination occurs based on the number of completed months of Employee’s employment during such fiscal year; (iv) continuation of the health insurance benefits provided to Employee immediately prior to the Change of Control at Company expense pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law; and (v) each stock option and equity award to purchase the Company’s Common Stock granted to Employee over the course of his employment with the Company and held by Employee on the date of termination of employment shall become immediately vested on such date as to that number of shares that would have vested in accordance with the terms of such option or equity award as of the date 12 months after the date of termination of employment (assuming that Employee had remained an employee of the Company for 12 months after the date of termination of employment). Each such option and equity award shall be exercisable in accordance with the provisions of the agreement and plan pursuant to which such option or award was granted, provided however that the vested shares underlying an equity award granted on or after July 23, 2004, shall remain exercisable for a period of eighteen (18) months following Employee’s termination date (but not later than the expiration date of the award as set forth in the applicable award agreement). In addition, Employee will receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of Employee’s termination of employmenttermination.

Termination Following a Change of Control. In the event that Employee’s 's employment is terminated as a result of an involuntary termination other than for Cause or if Employee resigns for Good Reason at any time within 12 months following the effective date of a Change of Control, then Employee will be entitled to receive severance benefits as follows: (i) severance payments during the period from the date of Employee’s 's termination until the date 18 12 months after the effective date of the termination (the “"Severance Period”") equal to the base salary which Employee was receiving immediately prior to the Change of Control, which payments shall be paid during the Severance Period in accordance with the Company’s 's standard payroll practices, (ii) a lump sum payment as soon as practicable after the date of termination of employment equal to 15050% of the bonus payment made to Employee for the Company’s 's fiscal year prior to the Company’s 's fiscal year in which the termination occurs, (iii) a lump sum payment as soon as practicable after the date of termination of employment equal to a pro-rata portion of the bonus payment made to Employee for the Company’s fiscal year prior to the Company’s fiscal year in which the termination occurs based on the number of completed months of Employee’s employment during such fiscal year; (iv) continuation of the health insurance benefits provided to Employee immediately prior to the Change of Control at Company expense pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”") or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law; and (viv) each stock option and equity award to purchase the Company’s 's Common Stock granted to Employee over the course of his employment with the Company and held by Employee on the date of termination of employment shall become immediately vested on such date as to that number of shares that would have vested in accordance with the terms of such option or equity award as 100% of the date 12 months after the date of termination of employment then unvested option shares; and (assuming that Employee had remained an employee of the Company for 12 months after the date of termination of employment). Each such option and equity award shall be exercisable in accordance with the provisions of the agreement and plan pursuant to which such option or award was granted, provided however that the vested shares underlying an v) each equity award granted on or after July 23, 2004, shall remain exercisable for a period of eighteen (18) months following Employee’s 's termination date (but not later than the expiration date of the an award as set forth in the applicable award agreement). Each such option and equity award shall otherwise be exercisable in accordance with the provisions of the agreement and plan pursuant to which such option or award was granted. In addition, Employee will receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of Employee’s 's termination of employment.

Termination Following a Change of Control. In If a Change of Control occurs hereafter and, within twelve months following such Change of Control, the event that Company terminates the Employee’s employment is terminated as a result of an involuntary termination other than for Cause or if the Employee resigns terminates his employment for Good Reason at Reason, then, in lieu of any time payments to or on behalf of the Employee under Section 5.2 or Section 5.3 hereof, and provided that the Employee signs a timely and effective Employee Release of Claims following termination of employment, within 12 months ten business days following the effective date later of a Change of Control, then Employee will be entitled to receive severance benefits as follows: (i) severance payments during the period from the date of Employee’s termination until the date 18 months after the effective date of the Employee Release of Claims or the date the Employee Release of Claims, signed by the Employee, is received by the Chairman of the Board, the Company shall pay: (A) the Base Salary earned but not paid through the date of termination; (B) any bonus compensation awarded for the fiscal year preceding that in which termination (occurs, but unpaid as of the “Severance Period”) equal to the base salary which Employee was receiving immediately prior to the Change date of Control, which payments shall be paid during the Severance Period in accordance with the Company’s standard payroll practicestermination, (iiC) a lump sum payment as soon as practicable after to the date of termination of employment Employee equal to 150% of the bonus payment made to Employee for the Company’s fiscal year prior to the Company’s fiscal year in which the termination occurscurrent annual Base Salary, (iiiD) a lump sum payment as soon as practicable after to the date of termination of employment Employee equal to a pro-rata portion the Termination Bonus, and (E) the full cost of the bonus payment made to Employee for Employee’s continued participation in the Company’s fiscal year prior group health and dental insurance plans for so long as Employee remains entitled to continue such participation under applicable law, to a maximum of twelve (12) months. In addition, to the Companyextent that Employee has been granted any options to purchase LifeCare’s fiscal year in which common stock, the termination occurs based Board shall cause the unvested portion of such options to immediately vest on the number of completed months of date the Employee’s employment during such fiscal year; (iv) continuation of terminates, and the health insurance benefits provided to Employee immediately prior to may exercise the Change of Control at Company expense pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law; and (v) each stock option and equity award to purchase the Company’s Common Stock granted to Employee over the course of his employment with the Company and held by Employee on the date of termination of employment shall become immediately vested on such date as to that number of shares that would have vested in accordance with the terms of such option or equity award options as of the date 12 months after immediately following the later of (i) the effective date of the Employee Release of Claims or (ii) the date that the Chairman of the Board receives the Employee Release of Claims, signed by the Employee. In the EMPLOYMENT AGREEMENT PAGE 43 event of termination hereunder, payment by the Company of employment (assuming any amounts that may be due the Employee had remained an employee under this Section shall constitute the entire obligation of the Company for 12 months after to the date of termination of employment). Each such option and equity award shall be exercisable in accordance with the provisions Employee and, any obligation of the agreement Company to the Employee hereunder is conditioned upon the Employee signing a timely and plan pursuant to which such option or award was granted, provided however that the vested shares underlying an equity award granted on or after July 23, 2004, shall remain exercisable for a period effective Employee Release of eighteen (18) months following Employee’s termination date (but not later than the expiration date of the award as set forth in the applicable award agreement). In addition, Employee will receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of Employee’s termination of employmentClaims.

Termination Following a Change of Control. In the event that Employee’s that, during the Term, Executive's employment hereunder is terminated as a result of an involuntary termination other than for by the Company or its successor without Cause or if Employee Executive resigns for with Good Reason at any time within 12 twelve (12) months following the effective date of a Change of Control, then Employee will Executive shall be entitled to receive severance benefits as follows: (a) the Accrued Rights, (b) any Accrued Bonus, and (c) the sum of (i) severance payments during the period from the date of Employee’s termination until the date 18 months after the effective date of the termination (the “Severance Period”) an amount equal to two (2) times Executive's annual Base Salary at the base salary time of termination and (ii) an amount equal to (A) two (2) times Executive's Target Cash Bonus for calendar year 2013 (which Employee was receiving immediately Target Cash Bonus for 2013 shall be $382,500 for purposes of this Section 4.5) if termination occurs prior to the Change payment date of ControlExecutive's Cash Bonus for 2013, or (B) two (2) times Executive's average Target Cash Bonus for the three (3) calendar years (or such lesser number of years during which Executive was employed hereunder) immediately preceding the year of termination if the termination occurs after the payment date of Executive's Cash Bonus for 2013, which payments amounts shall be paid during the Severance Period payable in accordance with the Company’s standard payroll practices, (ii) a lump sum payment (subject to Section 6.1) as soon as practicable after following the date Release Effective Date. In addition, in the event of a termination of employment pursuant to this Section 4.5 during the Term and upon the Compensation Committee's determination, in its reasonable discretion, that the performance goals, conditions or metrics related to the Current Year LTIP Award have been achieved (which performance goals, conditions or metrics may be pro-rated in the sole discretion of the Compensation Committee to reflect the period during the then current Performance Period that Executive was actually employed by the Company or any Subsidiary), and, if so, at what level, Executive shall be entitled to receive an amount equal to 150% of the bonus payment made to Employee for the Company’s fiscal year prior to the Company’s fiscal year in which the termination occurs, (iii) a lump sum payment as soon as practicable after the date of termination of employment equal to a pro-rata portion of the bonus payment made Current Year LTIP Award corresponding to Employee for such level of achievement determined by the Company’s fiscal year prior to the Company’s fiscal year in Compensation Committee, which the termination occurs pro-rata portion shall be based on a fraction, the numerator of which is the number of completed months days during the then current Performance Period that the Executive was actually employed by the Company or any Subsidiary, and the denominator of Employee’s employment during such fiscal year; (iv) continuation which is the total number of days in the health insurance benefits provided to Employee immediately prior to the Change of Control at Company expense then current Performance Period. The amount payable pursuant to the terms preceding sentence, if any, shall be payable in a lump sum no earlier than the Release Effective Date and no later than thirty (30) days following the determination of the Consolidated Omnibus Budget Reconciliation Act Compensation Committee of 1985Executive's entitlement to receive a Current Year LTIP Award, as amended (“COBRA”) or other applicable law through the earlier but no later than March 15th of the end calendar year following the date of the Severance Period or termination of Executive's employment. In addition, in the date upon which Employee is no longer eligible event of a termination of employment pursuant to this Section 4.5 during the Term, if Executive timely and properly elects continuation coverage under COBRA, then the Company shall reimburse Executive for the difference between the monthly COBRA premium paid by Executive for himself and his dependents and the monthly premium amount for such COBRA or other benefits under applicable law; and group health plan coverage paid by similarly situated active executives. Executive shall be eligible to receive such reimbursement until the earliest of: (vI) each stock option and equity award to purchase the Company’s Common Stock granted to Employee over the course eighteen (18) month anniversary of his employment with the Company and held by Employee on the date of termination of employment shall become immediately vested on such date as to that number of shares that would have vested in accordance with the terms of such option or equity award as of Executive's employment; (II) the date 12 months after Executive is no longer eligible to receive COBRA continuation coverage; and (III) the date of termination of employment (assuming that Employee had remained an employee of on which the Company for 12 months after the date of termination of employment). Each such option and equity award shall be exercisable in accordance with the provisions of the agreement and plan pursuant Executive becomes eligible to which such option or award was granted, provided however that the vested shares underlying an equity award granted on or after July 23, 2004, shall remain exercisable for a period of eighteen (18) months following Employee’s termination date (but not later than the expiration date of the award as set forth in the applicable award agreement)receive substantially similar coverage from another employer. In addition, Employee will receive payment(s) for all salary, bonuses and unpaid vacation accrued as in the event of the date of Employee’s a termination of employmentemployment pursuant to this Section 4.5 during the Term, any unvested Long Term Incentive Award (X) that is subject solely to a time-based vesting condition will become vested immediately, and (Y) that is subject to subsequent performance-based vesting conditions will vest, if at all, based on Pro-Rata Acceleration. Executive shall have ninety (90) days or the period specified in the grant or award, whichever is greater, to exercise any rights contained in any such grant or award that are subject to exercise by Executive. To the extent Executive is entitled to any payments, benefits and vesting conditions set forth in this Section 4.5, Executive shall not be entitled to any payments, benefits or vesting conditions set forth in Section 4.4 or Section 4.6.

Termination Following a Change of Control. In the event that Employee’s 's employment is terminated as a result of an involuntary termination other than for Cause or if Employee resigns for Good Reason at any time within 12 months following the effective date of a Change of Control, then Employee will be entitled to receive severance benefits as follows: (i) severance payments during the period from the date of Employee’s 's termination until the date 18 months after the effective date of the termination (the “"Severance Period”") equal to the base salary which Employee was receiving immediately prior to the Change of Control, which payments shall be paid during the Severance Period in accordance with the Company’s 's standard payroll practices, (ii) a lump sum payment as soon as practicable after the date of termination of employment equal to 15075% of the bonus payment made to Employee for the Company’s 's fiscal year prior to the Company’s 's fiscal year in which the termination occurs, (iii) a lump sum payment as soon as practicable after the date of termination of employment equal to a pro-rata portion of the bonus payment made to Employee for the Company’s fiscal year prior to the Company’s fiscal year in which the termination occurs based on the number of completed months of Employee’s employment during such fiscal year; (iv) continuation of the health insurance benefits provided to Employee immediately prior to the Change of Control at Company expense pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”") or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law; and (viv) each stock option and equity award to purchase the Company’s 's Common Stock granted to Employee over the course of his employment with the Company and held by Employee on the date of termination of employment shall become immediately vested on such date as to that number of shares that would have vested in accordance with the terms of such option or equity award as 100% of the date 12 months after the date of termination of employment then unvested option shares; and (assuming that Employee had remained an employee of the Company for 12 months after the date of termination of employment). Each such option and equity award shall be exercisable in accordance with the provisions of the agreement and plan pursuant to which such option or award was granted, provided however that the vested shares underlying an v) each equity award granted on or after July 23, 2004, 2004 shall remain exercisable for a period of eighteen (18) months following Employee’s 's termination date (but not later than the expiration date of the award as set forth in the applicable award agreement). Each such option and equity award shall otherwise be exercisable in accordance with the provisions of the agreement and plan pursuant to which such option or award was granted. In addition, Employee will receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of Employee’s 's termination of employment.

Termination Following a Change of Control. In the event that Employee’s Executive's employment is terminated as a result of an involuntary termination other than for by the Company without Cause or if Employee resigns Executive terminates his employment for Good Reason at any time within 12 24 months following the effective date of a Change change of Controlcontrol of the Company, then Employee will or if Executive voluntarily terminates his employment within the 30-day period commencing on the first anniversary of a change of control of the Company, in addition to any amounts that Executive is entitled to receive under Section 5(a) and in lieu of any amounts Executive would be entitled to receive severance benefits as followsunder Section 5(b) or under the Company's Change in Control Severance Plan, Executive shall receive: (iA) severance payments during the period from the date Applicable Percentage (as defined below) of Employee’s termination until the date 18 months after the effective date his Annual Base Salary and annual cash bonus described in Section 3(b) of the termination this Agreement at target level payable in an immediate single lump sum payment; (the “Severance Period”) equal to the base salary which Employee was receiving immediately prior to the Change of Control, which payments shall be paid during the Severance Period in accordance with the Company’s standard payroll practices, (iiB) a lump sum payment as soon as practicable after amount, in cash, equal to the annual cash bonus described in Section 3(b) of this Agreement at target level for the fiscal year of the Company that includes the date of Termination multiplied by a fraction the numerator of which shall be the number of days from the beginning of such fiscal year to and including the date of termination and the denominator of employment equal to 150% of the bonus payment made to Employee for the Company’s fiscal year prior to the Company’s fiscal year in which the termination occursshall be 365, (iii) a lump sum payment as soon as practicable after the date of termination of employment equal to a pro-rata portion of the bonus payment made to Employee for the Company’s fiscal year prior to the Company’s fiscal year in which the termination occurs calculation shall be based on the number of completed months of Employee’s employment during such fiscal year; (iv) continuation of the health insurance benefits provided to Employee immediately prior to the Change of Control at Company expense pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985Company's incentive compensation plans, as amended (“COBRA”) or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law; and (v) each stock option and equity award to purchase the Company’s Common Stock granted to Employee over the course of his employment with the Company and held by Employee assuming that all performance goals in effect on the date of termination were met at the target level for such year, such amount to be paid within 30 days of employment shall become immediately vested on such date of Termination; (C) continued medical benefits to the Executive and/or the Executive's family for the Applicable Time Period (as defined below), such benefits to that number of shares that would have vested be in accordance with the terms most favorable medical benefit plans, practices, programs or policies of the Company as in effect and applicable to any senior executive officer of the Company and his or her family immediately preceding the date of Termination, provided, however, that if the Executive becomes employed with another employer and is eligible to receive medical benefits under another employer-provided plan, the benefits under the Company's health insurance plans shall be secondary to those provided under such other plan during such applicable period of eligibility; (D) executive level career transition assistance services by a firm designated by the Executive (up to a maximum of $10,000); (E) full vesting of any unvested options with such options to be exercisable for the remaining term of the option or equity award one year from the date of Termination, whichever occurs first; and (F) full vesting of any shares of restricted stock and elimination of any restrictions. As used in this Section 5(c): (x) with respect to a change of control occurring prior to the second anniversary of the Effective Date, the "Applicable Percentage" shall be 200 percent and the "Applicable Time Period" shall be 24 months; and (y) with respect to a change of control occurring on or after the second anniversary of the Effective Date, the "Applicable Percentage" shall be 100 percent and the "Applicable Time Period" shall be 12 months. A "change of control" of the Company shall be deemed to have occurred as of the date 12 months after the date of termination of employment (assuming first day that Employee had remained an employee any one or more of the Company for 12 months after the date of termination of employment). Each such option and equity award following conditions shall be exercisable in accordance with the provisions of the agreement and plan pursuant to which such option or award was granted, provided however that the vested shares underlying an equity award granted on or after July 23, 2004, shall remain exercisable for a period of eighteen (18) months following Employee’s termination date (but not later than the expiration date of the award as set forth in the applicable award agreement). In addition, Employee will receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of Employee’s termination of employment.have been satisfied:

Termination Following a Change of Control. In the event that Employee’s employment is terminated as a result of an involuntary termination other than for Cause or if Employee resigns for Good Reason at any time within 12 months following the effective date of a Change of Control, then Employee will You shall be entitled to receive severance benefits as follows: (i) severance the payments during the period from the date of Employee’s termination until the date 18 months after the effective date of described in this Section 2 upon the termination (the “Severance Period”) equal to the base salary which Employee was receiving immediately prior to the Change of Control, which payments shall be paid during the Severance Period in accordance with the Company’s standard payroll practices, (ii) a lump sum payment as soon as practicable after the date of termination of your employment equal to 150% of the bonus payment made to Employee for the Company’s fiscal year prior to the Company’s fiscal year in which the termination occurs, (iii) a lump sum payment as soon as practicable after the date of termination of employment equal to a pro-rata portion of the bonus payment made to Employee for the Company’s fiscal year prior to the Company’s fiscal year in which the termination occurs based on the number of completed months of Employee’s employment during such fiscal year; (iv) continuation of the health insurance benefits provided to Employee immediately prior to the Change of Control at Company expense pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law; and (v) each stock option and equity award to purchase the Company’s Common Stock granted to Employee over the course of his employment with the Company and held by Employee on the date of termination of employment shall become immediately vested on such date as to that number of shares that would have vested in accordance with the terms of such option or equity award as of the date 12 months after the date of termination of employment (assuming that Employee had remained an employee of the Company for 12 months after the date of termination of employment). Each such option and equity award shall be exercisable in accordance with the provisions of the agreement and plan pursuant to which such option or award was granted, provided however that the vested shares underlying an equity award granted on or after July 23, 2004, shall remain exercisable for a period of within eighteen (18) months following Employee’s a Change in Control provided, that you execute and do not revoke a general release reasonably acceptable to the Company prior to the thirtieth (30th) day following the Date of Termination, unless such termination date is (but not later than i) for Cause, (ii) by reason of death or Disability, or (iii) by you without Good Reason. In lieu of any further salary payments to you for periods subsequent to the expiration date Date of the award as set forth Termination and in lieu of any severance benefit otherwise payable to you, you shall be entitled to receive, (i) within thirty (30) days after the applicable award agreement). In additionDate of Termination, Employee will receive payment(sa cash lump sum payment equal to the sum of (A) for all salaryany accrued but unpaid salary as payable through such Date of Termination, bonuses and unpaid vacation accrued (B) two times the sum of (1) your annual base salary as of the date Date of Employee’s Termination, and (2) the most recent annual bonus earned by you or, if higher, the target bonus amount as of the Date of Termination, provided, however, that if the thirty (30) day period set forth herein begins in one taxable year and ends in a later taxable year, the foregoing payment will be made in the second taxable year, (ii) a prorated portion your annual bonus (as described in the Company's proxy statement) through the Date of Termination, payable when and if it otherwise would have been payable, (iii) full and immediate vesting of any equity or equity-based awards (including stock options) then held by you, (iv) should you elect continuation of the medical and dental benefits under COBRA, payment of your costs for such coverage for a period of up to one year following the applicable Date of Termination; and (v) any other amounts or benefits required to be paid or provided, or which you are entitled to receive, as of the applicable Date of Termination, as provided for under any plan, program, policy, contract or agreement of the Company, including any severance plan or policy which is then applicable to you; provided further, however, that if you are employed by an employer that is not an affiliate of the Company during the period provided for under Subsection (iv) above and are eligible to receive medical or dental benefits under such employer's plans or is otherwise eligible to receive benefits under any governmental plan, then you shall no longer be entitled to such payments. For purposes of this letter agreement, your employment shall be deemed to have been terminated without Cause following a Change in Control or by you with Good Reason following a Change in Control if (x) your employment is terminated without Cause prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of employmenta person or entity who has entered into an agreement with the Company the consummation of which would constitute a Change in Control (y) your employment is terminated without Cause in the ninety (90) day period prior to or in anticipation of a Change in Control (whether or not a Change in Control ever occurs) or (z) if you terminate your employment for Good Reason prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such person or entity.

Termination Following a Change of Control. In If, within the event that Employeethree (3) month period preceding or the twelve (12) month period following a Change of Control (as defined below), the Company terminates Executive’s employment is terminated as a result of an involuntary termination for other than for Cause or if Employee resigns disability or Executive terminates his employment for Good Reason at (as defined below), then (i) seventy-five percent (75%) of Executive’s then unvested equity awards granted under the Company’s stock incentive plans after the Executive became an employee of the Company shall become vested and, with respect to any time within 12 options that are exercisable or become exercisable, such options shall remain exercisable for twelve (12) months following the effective date Termination Date, subject to such longer period as may be provided by the Company’s 2004 Incentive Stock Plan (notwithstanding the foregoing, in the event of a Change of Control, then Employee the Board of Directors will be entitled review and consider increasing the vesting percentage of Executive’s unvested equity awards from seventy-five percent (75%) to receive severance benefits as follows: one hundred percent (i) severance payments during the period from the date of Employee’s termination until the date 18 months after the effective date of the termination (the “Severance Period”) equal to the base salary which Employee was receiving immediately prior to the Change of Control, which payments shall be paid during the Severance Period in accordance with the Company’s standard payroll practices100%)), (ii) a lump sum payment as soon as practicable after the date of termination of employment Executive shall be entitled to an amount equal to 150% eighteen (18) months of his then Base Salary, less standard withholdings for tax and social security purposes, payable over such eighteen (18) month term in monthly pro rata payments commencing as of the bonus payment made to Employee for the Company’s fiscal year prior to the Company’s fiscal year in which the termination occursTermination Date, (iii) a lump sum payment as soon as practicable after the date of termination of employment Executive shall be entitled to an amount equal to a pro-pro rata portion of the his target bonus payment made to Employee for under the Company’s fiscal year prior to the Company’s fiscal year in which the termination occurs annual incentive plan based on the number of completed months days worked in the year of Employee’s employment during such fiscal year; termination, and (iv) continuation of the health insurance benefits provided to Employee immediately prior to Company will pay the Change of Control at Company expense pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible premiums for such COBRA or other benefits under applicable law; and (v) each stock option and equity award to purchase continued coverage in the Company’s Common Stock granted to Employee over health and welfare plans under the course of his employment with the Company and held by Employee on the date of termination of employment shall become immediately vested on such date as to that number of shares that would have vested in accordance with the terms of such option or equity award as of the date 12 months after the date of termination of employment (assuming that Employee had remained an employee of the Company for 12 months after the date of termination of employment). Each such option and equity award shall be exercisable in accordance with the continuation coverage provisions of the agreement and plan pursuant to which such option or award was granted, provided however that the vested shares underlying an equity award granted on or after July 23, 2004, shall remain exercisable COBRA for a period of eighteen (18) months following Employee’s termination date the Termination Date (but not later than or the expiration date cash equivalent of the award as set forth in the applicable award agreementsuch amount). In addition, Employee will receive payment(sorder to terminate his employment for Good Reason the Executive must give the Company notice of termination within sixty (60) for all salary, bonuses and unpaid vacation accrued as days of the occurrence of one of the events included in the definition of Good Reason, following which notice the Company will have a period of thirty (30) days to cure the circumstances constituting Good Reason. Unless the Company cures the circumstances constituting Good Reason within such thirty (30) day period, Executive’s employment will be deemed to terminate on the thirtieth (30th) day following the date of Employee’s termination of employment.such notice is delivered to the Company. In all other respects Section 6(d) shall remain applicable. The following definitions shall apply:

Termination Following a Change of Control. In the event that Employee’s 's employment is terminated as a result of an involuntary termination other than for Cause or if Employee resigns for Good Reason at any time within 12 months following the effective date of a Change of Control, then Employee will be entitled to receive severance benefits as follows: (i) severance payments during the period from the date of Employee’s 's termination until the date 18 9 months after the effective date of the termination (the “"Severance Period”") equal to the base salary which Employee was receiving immediately prior to the Change of Control, which payments shall be paid during the Severance Period in accordance with the Company’s 's standard payroll practices, (ii) a lump sum payment as soon as practicable after the date of termination of employment equal to 15037.5% of the bonus payment made to Employee for the Company’s 's fiscal year prior to the Company’s 's fiscal year in which the termination occurs, (iii) a lump sum payment as soon as practicable after the date of termination of employment equal to a pro-rata portion of the bonus payment made to Employee for the Company’s fiscal year prior to the Company’s fiscal year in which the termination occurs based on the number of completed months of Employee’s employment during such fiscal year; (iv) continuation of the health insurance benefits provided to Employee immediately prior to the Change of Control at Company expense pursuant to the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”") or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law; and (viv) each stock option and equity award to purchase the Company’s 's Common Stock granted to Employee over the course of his employment with the Company and held by Employee on the date of termination of employment shall become immediately vested on such date as to that number of shares that would have vested in accordance with the terms of such option or equity award as of the date 12 months after the date of termination of employment (assuming that Employee had remained an employee of the Company for 12 months after the date of termination of employment). Each such option and equity award shall be exercisable in accordance with the provisions of the agreement and plan pursuant to which such option or award was granted, provided however that the vested shares underlying an equity award granted on or after July 23, 2004, shall remain exercisable for a period of eighteen (18) months following Employee’s 's termination date (but not later than the expiration date of the award as set forth in the applicable award agreement). In addition, Employee will receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of Employee’s 's termination of employment.

Termination Following a Change of Control. In Notwithstanding Section 4.1 of this Agreement, in the event that Employee’s the Executive incurs a Termination of employment is terminated as a result of an involuntary termination other than for Cause or if Employee resigns for Good Reason at any time within 12 twelve months following the effective date of after a Change of Control, then Employee will be entitled to receive severance benefits as follows: Control either (ia) severance payments during by the period from Company or the date of Employee’s termination until the date 18 months after the effective date of the termination Employer (the “Severance Period”) equal or any successor to the base salary which Employee was receiving immediately prior to Company or the Employer after the Change of Control) without Cause (but determined without regard to Section 1.2(e) of this Agreement) or (b) by the Executive with Good Reason, this Section 4.2 shall apply and Section 4.1 above shall not apply. For avoidance of doubt, it is understood that any payment pursuant to this Section 4.2 is in lieu of, and not in addition to, any payments pursuant to Section 4.1 above. Subject to the Release Requirement being met and the Executive’s compliance with the provisions of Section 5 of this Agreement, in the event that the Executive incurs a Termination of employment pursuant to this Section 4.2, the Employer (or any successor thereto) shall pay to the Executive (i) thirty (30) days after such termination of employment, Executive’s accrued but unpaid base salary, any unreimbursed businesses expenses and any unused vacation time which payments shall be paid has accrued during the Severance Period in accordance with the Company’s standard payroll practices, (ii) a lump sum payment as soon as practicable after the date of termination of employment equal to 150% of the bonus payment made to Employee for the Company’s fiscal year prior to the Company’s fiscal year in which the termination occursExecutive's employment is terminated, (iii) a lump sum payment in each case as soon as practicable after of the date of termination of employment equal termination; (ii) any accrued and unpaid annual bonus under the Executive Bonus Plan with respect to a pro-rata portion the any prior year at such time as provided under the Executive Bonus Plan but in no event later than the March 15 of the bonus payment made to Employee for calendar year following the Company’s fiscal year prior to the Company’s fiscal calendar year in which the termination occurs based on the number of completed months of EmployeeExecutive’s employment during such fiscal yearis terminated; (iii) any other amounts or benefits owing to the Executive under the terms of any employee benefit plan of the Company or, in the case of equity-based compensation awards, under the terms of the equity award plan or applicable award agreement; (iv) continuation of any amounts the health insurance benefits provided Executive may be entitled to Employee immediately prior pursuant to the Change of Control Deferred Compensation Plan at Company expense pursuant to such times as provided under the terms of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable lawDeferred Compensation Plan; and (v) each stock option a single lump sum cash payment equal to the Special Severance Payment and equity award the Special Severance Bonus. The Special Severance Payment shall be paid to purchase the Company’s Common Stock granted Executive on the fifth (5th) business day following the six (6) month anniversary of the Termination of employment (or on the fifth (5th) business day following the death of the Executive, if sooner). The Special Severance Bonus shall be paid to Employee over the course of his employment with the Company and held by Employee Executive in a single lump sum cash payment on the date of termination of employment shall become immediately vested on such date as to that number of shares that would have vested bonuses are paid under the Executive Bonus Plan, but in accordance with the terms of such option or equity award as no event later than March 15th of the date 12 months after calendar year following the date of termination of calendar year in which the Executive’s employment (assuming that Employee had remained an employee of the Company for 12 months after the date of termination of employment). Each such option and equity award shall be exercisable in accordance with the provisions of the agreement and plan pursuant to which such option or award was granted, provided however that the vested shares underlying an equity award granted on or after July 23, 2004, shall remain exercisable for a period of eighteen (18) months following Employee’s termination date (but not later than the expiration date of the award as set forth in the applicable award agreement). In addition, Employee will receive payment(s) for all salary, bonuses and unpaid vacation accrued as of the date of Employee’s termination of employmentterminates.