Termination Following Change of Control Provision

Termination Following a Change in Control. In the event, within two years following a change in control, the executives employment is terminated by the company without cause or there is a construct of termination without cause, the executive shall be entitled to:

(i) base salary through the date of termination of his employment;

(ii) a lump sum cash payment equal to the sum of:

(A) three times the base salary, at the rate in effect on the date of termination of his employment;

(B) three times the average of the annual bonuses awarded to him under the company’s bonus plans for the three years immediately preceding the year in which the termination of his employment occurs; and

(C) any amounts earned, accrued or owing but not yet paid provided that (x) any amounts to which the executive is entitled under this clause shall be paid to the executive within 30 days following the termination of his employment, and (y) any amounts to which the executive is entitled under clause (A) above shall be offset by any amounts to him under the company’s severance plan;

(iii) continued participation in all employee benefit plans or programs as permitted by their terms in which he was participating on the date of the termination of the employment until the earlier of:

(A) the date which is 36 months following the end of the month in which the termination of employment occurs; or

(B) the date he receives equivalent coverage and benefits under the plans and programs of the subsequent employer;

provided that (x) if the executive is precluded from continuing his participation in, or if he elects (within 30 days of such termination of employment) not to continue participation in, any employee benefit plan or programs as provided in this clause, he shall be paid in a lump sum, within 30 days following the date it is determined he is unable to participate in any employee benefit plan or program or the date he makes such election, as the case may be, the after tax economic equivalent of the benefits provided under the plan or program in which the executive is unable or elects not to participate for the period specified in this clause, (y) the economic equivalent of any benefit forgone shall be deemed to be the lowest cost that would be incurred by the executive and obtaining such benefit himself on an individual basis, and (z) the executive shall be under no obligation to repay any amounts paid him pursuant to this provision notwithstanding any coverage or benefit provided to him as a result of subsequent employment; and

(iv) other benefits in accordance with applicable plans and programs of the company.

Section 409A compliance. This agreement is intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code, and shall be interpreted consistently with that intent. If the Company's stock is publicly traded, and the executive is a "specified employee" under Section 409A at the time of separation from service, any payment that constitutes deferred compensation subject to Section 409A shall not be paid until the earlier of (i) six months after the date of separation from service, or (ii) the executive's death, to the extent required to avoid additional tax under Section 409A. The parties should also confirm the change-in-control event described above independently meets the definition of a "change in control event" under Treasury Regulation Section 1.409A-3(i)(5) before treating it as a permissible payment-acceleration trigger.