Change in Control Related Termination. If, during the ninety (90) day period prior to the date of the Company’s consummation of a Change in Control (a “Pre-Change in Control Termination”) or the period commencing on the date of a Change in Control and ending twelve (12) months thereafter (a “Post-Change in Control Termination”), the employment of a Participant is terminated by the Employer without Cause or by the Participant for Good Reason, then the Employer shall pay or provide the Participant with the Severance Payment, the Continued Health Coverage, the Equity Vesting, and the Pro-Rata Bonus pursuant to the terms set forth herein, and in the event of a Pre-Change in Control Termination, the foregoing Severance Benefits shall be in lieu of any Severance Benefits the Participant is entitled to under [Section 2.1(a)(i)].

Upon the occurrence of a Change of Control, in addition to the severance benefits described in Section 9, Executive shall be entitled to receive a tax gross up payment from the Company as set forth herein.

Covered Termination Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination that occurs within three (3) months prior to a Change in Control or during the twelve (12) month period commencing on a Change in Control, Executive shall receive the following:

Upon the occurrence of a Change of Control and termination of the Executive, in addition to the severance benefits described in Section 9, Executive shall be entitled to receive a tax gross up payment from the Company as set forth herein.

Covered Termination Not Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination which occurs more than three (3) months prior to a Change in Control or more than twelve (12) months after a Change in Control, Executive shall receive the following:

Following a Change in Control. The Executive may terminate his employment for any reason within the 90-day period following a Change in Control.

Covered Termination Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination that occurs within three (3) months prior to a Change in Control or during the twelve (12) month period commencing on a Change in Control, Executive shall receive the following:

Notwithstanding the foregoing, if a Performance- Hurdled Restricted Stock Unit constitutes a “nonqualified deferred compensation arrangement” subject to Section 409A of the Code, then # the settlement of such Performance- Hurdled Restricted Stock Unit upon the Grantee’s Termination of Employment, other than due to the Grantee’s death, shall be delayed if the Grantee is a “Specified Employee” until the earlier of # the first day of the seventh month following the Grantee’s Termination of Employment and # the Grantee’s death; and # in the event that a Change in Control does not constitute a “change in control event” within the meaning of Section 409A of the Code and the regulations thereunder, the Performance- Hurdled Restricted Stock Units shall be settled upon the first to occur of the events or dates set forth in clauses (i) and (ii) of this Paragraph 3(f) (but shall not be subject to the forfeiture provisions of Paragraph 3(b) following such Change in Control).

Change in Control Related Termination. In the event of a Change in Control Related Termination, the Employer shall pay the Participant a lump sum amount in cash equal to the sum of Participant’s Base Salary plus Bonus (but for the Chief Executive Officer, such sum multiplied by two (2)). Notwithstanding the foregoing or anything in the Plan to the contrary, # to the extent required by Code [Section 409A], the payment of the Severance Payments under this [Section 2.2(a)(ii)] shall be subject to the Delay Period as provided in [Section 7.8(b)] hereof, and # to the extent Code [Section 409A] would not permit a lump sum payment pursuant to this [Section 2.2(a)(ii)] with respect to amounts set forth in [Section 2.2(a)(i)], such amounts shall be paid pursuant to the schedule set forth in [Section 2.2(a)(i)].

Covered Termination Not Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination which occurs more than three (3) months prior to a Change in Control or more than twelve (12) months after a Change in Control, Executive shall receive the following: