Certain Pre-Change-in-Control Terminations. Notwithstanding any other provision of this Agreement, the Executive’s employment will be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if # the Executive’s employment is terminated by the Company without Cause prior to a Change in Control (regardless of whether a Change in Control actually occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control; # the Executive terminates his or her employment for Good Reason prior to a Change in Control (regardless of whether a Change in Control actually occurs) and the act, circumstance, or event that constitutes Good Reason occurs at the request or direction of such Person; or # the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the act, circumstance, or event constituting Good Reason is otherwise in connection with, or in anticipation of, a Change in Control and occurred after discussions with such Person regarding a possible Change in Control transaction commenced and such discussions produced (whether before or after such termination) either a letter of intent with respect to such a transaction or a public announcement of the pending transaction (regardless of whether a Change in Control actually occurs). For purposes of any determination regarding the applicability of the immediately preceding sentence, if the Executive takes the position that such sentence applies and the Company disagrees, the Company will have the burden of proof in any such dispute.

Certain Pre-Change-in-Control Terminations. Notwithstanding any other provision of this Agreement, the Executive’s employment will be deemed to have been terminated following a Change in ControlTermination by the Company withoutWithout Cause or by Executive For Good Reason Following a Change of Control. In the Executive with Good Reason, if #event that a Change of Control (as defined below) occurs and within a period of one (1) year following the Change of Control, either Executive’s employment is terminated by the Company without Cause prior to a Change in Control (regardless of whether a Change in Control actually occurs) and such termination was at the requestCause, or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control; # the Executive terminates his or herExecutive’s employment for Good Reason priorReason, then, in addition to a Changethe Accrued Obligations, Executive shall receive the following, subject to the terms and conditions described in Control (regardless of whether a Change in Control actually occurs) and the act, circumstance, or event that constitutes Good Reason occurs at the request or direction of such Person; or # theSection 4(e) (including Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the act, circumstance, or event constituting Good Reason is otherwise in connection with, or in anticipation of,execution of a Change in Control and occurred after discussions with such Person regarding a possible Change in Control transaction commenced and such discussions produced (whether before or after such termination) either a letterrelease of intent with respect to such a transaction or a public announcement of the pending transaction (regardless of whether a Change in Control actually occurs). For purposes of any determination regarding the applicability of the immediately preceding sentence, if the Executive takes the position that such sentence applies and the Company disagrees, the Company will have the burden of proof in any such dispute.claims):

Certain Pre-Change-in-Control Terminations. Notwithstanding any other provision of this Agreement, the Executive’s employment will be deemed to have been terminated following a Change in ControlTermination by the Company without Cause or Termination by the Executive with Good Reason, if # the Executive’s employment is terminated by the Company without Cause prior to a Change in Control (regardless of whether a Change in Control actually occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control; # the Executive terminates his or her employment for Good Reason prior to a Change in Control (regardless of whether a Change in Control actually occurs) and the act, circumstance, or event that constitutes Good Reason occurs at the request or direction of such Person; or # the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the act, circumstance, or event constituting Good Reason is otherwise in connection with, or in anticipation of,Following a Change in Control and occurred after discussions with such Person regarding a possible Change in Control transaction commenced and such discussions produced (whether before or after such termination) either a letter of intent with respect to such a transaction or a public announcement of the pending transaction (regardless of whether a Change in Control actually occurs). For purposes of any determination regarding the applicability of the immediately preceding sentence, if the Executive takes the position that such sentence applies and the Company disagrees, the Company will have the burden of proof in any such dispute.Control.

Certain Pre-Change-in-Control Terminations. NotwithstandingAt any other provisiontime during the term of this Agreement,Agreement and subject to the conditions set forth in [Section 12(d)(2)] below the Executive may terminate this Agreement and the Executive’s employment will be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if # the Executive’s employment is terminated by the Company without Cause prior to a Change in Control (regardless of whether a Change in Control actually occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummationfor “Good Reason” or for a “Change of which would constitute a ChangeControl” (as defined in Control; # the Executive terminates his or her employment for Good Reason prior to a Change in Control (regardless of whether a Change in Control actually occurs) and the act, circumstance, or event that constitutes Good Reason occurs at the request or direction of such Person; or # the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the act, circumstance, or event constituting Good Reason is otherwise in connection with, or in anticipation of, a Change in Control and occurred after discussions with such Person regarding a possible Change in Control transaction commenced and such discussions produced (whether before or after such termination) either a letter of intent with respect to such a transaction or a public announcement of the pending transaction (regardless of whether a Change in Control actually occurs)[Section 12(f)]). For purposes of any determination regardingthis Agreement, “Good Reason” shall mean the applicabilityoccurrence of any of the immediately preceding sentence, iffollowing events without Executive’s consent: # the assignment to the Executive takesof duties that are significantly different from, and/or that result in a substantial diminution of, the positionduties that he assumed on the Effective Date (including reporting to anyone other than solely and directly to the Board); # the assignment to the Executive of a title that is different from and subordinate to the title Chief Operations Officer of the Company; provided, however, for the absence of doubt following a Change of Control, should the Executive be required to serve in a diminished capacity in a division or unit of another entity (including the acquiring entity), such sentence applies andevent shall constitute Good Reason regardless of the title of the Executive in such acquiring company, division or unit; or # material breach by the Company disagrees, the Company will have the burden of proof in any such dispute.this Agreement.

Certain Pre-Change-in-Control Terminations. NotwithstandingAt any other provisiontime during the term of this Agreement,Agreement and subject to the conditions set forth in Section 11(d)(2) below the Executive may terminate this Agreement and the Executive’s employment will be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if # the Executive’s employment is terminated by the Company without Cause prior to a Change in Control (regardless of whether a Change in Control actually occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummationfor “Good Reason” or for a “Change of which would constitute a ChangeControl” (as defined in Control; # the Executive terminates his or her employment for Good Reason prior to a Change in Control (regardless of whether a Change in Control actually occurs) and the act, circumstance, or event that constitutes Good Reason occurs at the request or direction of such Person; or # the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the act, circumstance, or event constituting Good Reason is otherwise in connection with, or in anticipation of, a Change in Control and occurred after discussions with such Person regarding a possible Change in Control transaction commenced and such discussions produced (whether before or after such termination) either a letter of intent with respect to such a transaction or a public announcement of the pending transaction (regardless of whether a Change in Control actually occurs)Section 11(f)). For purposes of any determination regardingthis Agreement, “Good Reason” shall mean the applicabilityoccurrence of any of the immediately preceding sentence, iffollowing events without Executive’s consent: # the assignment to the Executive takesof duties that are significantly different from, and/or that result in a substantial diminution of, the positionduties that he assumed on the Effective Date (including reporting to anyone other than solely and directly to the Board); # the assignment to the Executive of a title that is different from and subordinate to the title Chief Executive Officer of the Company; provided, however, for the absence of doubt following a Change of Control, should the Executive be required to serve in a diminished capacity in a division or unit of another entity (including the acquiring entity), such sentence applies andevent shall constitute Good Reason regardless of the title of the Executive in such acquiring company, division or unit; or # material breach by the Company disagrees, the Company will have the burden of proof in any such dispute.this Agreement.

Certain Pre-Change-in-Control Terminations. Notwithstanding any other provision of this Agreement,The Executive may terminate the Executive’s employment will be deemed to have been terminatedfor Good Reason at any time following a Change in Control by the Company without Cause or by the Executive with Good Reason, if # the Executive’s employment is terminated by the Company without Cause prior to a Change in Control (regardlessControl. For purposes of whether a Change in Control actually occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control; # the Executive terminates his or her employment for Good Reason prior to a Change in Control (regardless of whether a Change in Control actually occurs) and the act, circumstance, or event that constitutes Good Reason occurs at the request or direction of such Person; or # the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the act, circumstance, or event constituting Good Reason is otherwise in connection with, or in anticipation of, athis Agreement, “Good Reason” shall mean, after any Change in Control and occurred after discussions with such Person regarding a possible Change in Control transaction commenced and such discussions produced (whether before or after such termination) either a letter of intent with respect to such a transaction or a public announcementwithout the Executive’s express written consent, any of the pending transaction (regardless of whether a Change in Control actually occurs). For purposes of any determination regarding the applicability of the immediately preceding sentence, if the Executive takes the position that such sentence applies and the Company disagrees, the Company will have the burden of proof in any such dispute.following:

Certain Pre-Change-in-Control Terminations. Notwithstanding any other provision of this Agreement,Termination without Cause or Resignation for Good Reason Following or Just Prior to a Change in Control. If the Executive’Company terminates an Executive’s employment will be deemed to have been terminatedwithout Cause, or the Executive resigns for Good Reason, at any time within three months before or fifteen months following the effective date of a Change in Control by(as defined herein), and provided such termination or resignation constitutes a Separation from Service, the Company without Cause or byshall provide the Executive with Good Reason, if # the Executive’s employment is terminated by the Company without Cause prior to a Change in Control (regardless of whether a Change in Control actually occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control; # the Executive terminates his or her employment for Good Reason prior to a Change in Control (regardless of whether a Change in Control actually occurs) and the act, circumstance, or event that constitutes Good Reason occurs at the request or direction of such Person; or # the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the act, circumstance, or event constituting Good Reason is otherwise in connection with, or in anticipation of, a Change in Control and occurred after discussions with such Person regarding a possible Change in Control transaction commenced and such discussions produced (whether before or after such termination) either a letter of intent with respect to such a transaction or a public announcement of the pending transaction (regardless of whether a Change in Control actually occurs). For purposes of any determination regarding the applicability of the immediately preceding sentence, if the Executive takes the position that such sentence applies and the Company disagrees, the Company will have the burden of proof in any such dispute.following severance benefits:

Certain Pre-Change-in-Control Terminations. Notwithstanding any other provision of this Agreement,Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If during the Executive’s employment will be deemed to have been terminatedtwelve (12)-month period immediately following a Change in Control byControl, # the Company without Cause or by the Executive with Good Reason, if # theterminates Executive’s employment is terminated by the Company without Cause prior to a Change in Control (regardless of whether a Change in Control actually occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitutefor a Change in Control;reason other than Cause, Executive becoming Disabled, or Executive’s death, or # the Executive terminates his or herresigns from such employment for Good Reason priorReason, then, subject to a Change in Control (regardless of whether a Change in Control actually occurs) andSection 4, Executive will receive the act, circumstance, or event that constitutes Good Reason occurs at the request or direction of such Person; or # the Executive’s employment is terminated byfollowing severance benefits from the Company without Cause or by the Executive for Good Reason and such termination or the act, circumstance, or event constituting Good Reason is otherwise in connection with, or in anticipation of, a Change in Control and occurred after discussions with such Person regarding a possible Change in Control transaction commenced and such discussions produced (whether before or after such termination) either a letter of intent with respect to such a transaction or a public announcementlieu of the pending transaction (regardless of whether a Changebenefits described in Control actually occurs). For purposes of any determination regarding the applicability of the immediately preceding sentence, if the Executive takes the position that such sentence applies and the Company disagrees, the Company will have the burden of proof in any such dispute.Section 3(a) above:

Certain Pre-Change-in-Control Terminations. Notwithstanding any other provision of this Agreement,commencing on the Executive’s employment will be deemed to have been terminated followingEffective Date and ending on (but including) the one-year anniversary of a Change in Control byControl, (i) the Company without Cause or by the Executive with Good Reason, if # the Executive’Executive's employment is terminated by the Company without Cause prior to a Change in Control (regardless of whether a Change in Control actually occurs) and such termination was at the request(as defined below), or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control; #(ii) the Executive terminates his or herresigns employment for Good Reason prior(as defined below) (each, a "Qualifying Termination"), then subject to a Change in Control (regardless of whether a Change in Control actually occurs)[Section 3] and the act, circumstance, or event that constitutes Good Reason occurs at the request or direction of such Person; or # the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the act, circumstance, or event constituting Good Reason is otherwise in connection with, or in anticipation of, a Change in Control and occurred after discussions with such Person regarding a possible Change in Control transaction commenced and such discussions produced (whether before or after such termination) either a letter of intent with respect to such a transaction or a public announcement of the pending transaction (regardless of whether a Change in Control actually occurs). For purposes of any determination regarding the applicability of the immediately preceding sentence, if the Executive takes the position that such sentence applies and the Company disagrees, the Company will have the burden of proof in any such dispute.[Section 4] below: