Change in Control Severance Benefits. If the Executive’s employment terminates by reason of a Change in Control Termination, in lieu of any amounts payable pursuant to Section 1 above, # the Company will pay the Executive a lump sum amount equal to two times the sum of # the Executive’s annual base salary, at the rate in effect as of the Termination Date, and # the Executive’s target annual cash incentive award for the year in which the Termination Date occurs (the “CIC Severance Payment”), # the Company will pay the Executive a lump sum amount equal to a pro rata amount of the Executive’s target annual cash incentive award for the year in which the Termination Date occurs, prorated based on the percentage of the year worked prior to the Termination Date (the “Bonus Payment”), # all outstanding unvested Performance Awards shall become fully vested as of the Termination Date (the “Performance Shares Acceleration”), assuming the target level of performance is achieved, # all outstanding unvested Stock Units and other equity incentive awards that vest solely based on continued service shall become fully vested as of the Termination Date (the “RSU Acceleration”), # the Company will pay an amount equal to two times the Medical Plan Coverage Amount (the “CIC Medical Plan Coverage Payment”), and # the Executive will be eligible for Outplacement Assistance (collectively, the CIC Severance Payment, the Bonus Payment, the Performance Shares

CHANGE IN CONTROL SEVERANCE BENEFITS. If your employment with the Company is terminated as described in Section 2.3, in addition to the Accrued Obligations, you shall be entitled to the benefits specified in [subsections 3.1 and 3.2]2] (the “Severance Benefits”) for the period of time set forth in the applicable section.

Change of Control Severance. (i) In addition to the rights of the Employee under the Company’s employee benefit plans under [Section 3D] above, but in lieu of any severance payment under [Section 4F] above, if there is a Change in Control (as defined below) of the Company during the Term and the employment of the Employee is concurrently or within 12 months of the Change of Control (but prior to the end of the Term) terminated # by the Company without cause or # by the resignation of the Employee because he has reasonably determined in good faith that his titles, authorities, responsibilities, salary, bonus opportunities or benefits have been materially diminished, that a material adverse change in his working conditions has occurred, that his services are no longer required in light of the Company’s business plan, or the Company has materially breached this Agreement, the Company shall pay the Employee, as a severance payment, at the time of such termination, the amount of Three Hundred Fifty Thousand Dollars ($500,000), together with the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of termination, and shall provide him with all of this benefits under [Section 3D] above for the lesser of twelve (12) months or the full un-expired Term of this Agreement; except as limited by Section 6 and [Section 4I] and subject to the Employee’s execution and non-revocation of a Release in accordance with [Section 6C]. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under [Section 3G] above. Notwithstanding the foregoing, before the Employee may resign pursuant to [Section 4G(i)(c)] above, the Employee shall deliver to the Company a written notice of the Employee’s intent to terminate his employment pursuant to [Section 4G(i)(c)], and the Company shall have been given a reasonable opportunity to cure any such act, omission or condition within thirty (30) days after the Company’s receipt of such notice.

A Participant shall be entitled to receive from the Company Change in Control Severance Benefits in the amount provided in Section 4.3 if, within the 3-month period prior to or the 24-month period following a Change in Control, # the Participant’s employment with the Company or any Affiliate is terminated by the Company without Cause (other than by reason of the Participant’s death or Disability) or # the Participant’s employment is terminated by the Participant for Good Reason within a period of 90 days after the occurrence of the event giving rise to Good Reason.

Amount of Change in Control Severance Benefits. If a Participant’s employment is terminated in circumstances entitling him or her to Change in Control Severance Benefits as provided in Section 4.1, then, subject to Articles 5 and 6:

Change in Control Benefits. During the Term, if upon or within 18 months after a Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d) or the Executive terminates his employment for Good Reason as provided in Section 4(e), then, subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable and subject also to the parties’ obligations set forth in Section 6(d) below, all within 60 days after the Date of Termination, # the Company shall pay the Executive a lump sum in cash in an amount equal to 300% of the sum of # the Executive’s current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus # the Executive’s Annual Incentive Cash Compensation; and # all equity awards held by the Executive shall immediately accelerate and become fully vested, exercisable (if applicable) and nonforfeitable; and # for a period of 18 months following the Date of Termination or until the Executive becomes covered under a group health plan of another employer, whichever is earlier, subject to the Executive’s continued copayment of premium amounts in amounts consistent with that applicable to active employees, the Executive, the Executive’s spouse and dependents shall continue to participate in the Company’s health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for other executives of the Company; provided, however, that the continuation of health benefits under this Subsection shall reduce and count against the rights of the Executive, the Executive’s spouse and dependents under COBRA; and # the amount payable under this Section 6(b)(i) shall be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.

Section # Severance and Change in Control Benefits.

Severance Benefits. Provided that the Executive # executes this Agreement by December 16, 2015 and does not timely revoke his acceptance of this Agreement; # remains employed with the Company through the Retention Period; # executes the Additional Release attached hereto as Attachment A on the Executive's last date of employment (but not earlier than December 16, 2015) and does not timely revoke the Additional Release; and # complies with the terms and conditions herein, the Company will provide him with the following retention and severance benefits set forth in the following subsections (the "Benefits"):

Severance Benefits. Instead of Severance Benefits provided under Section B.1. of the Plan, you will receive the Enhanced Severance Benefits described in this section if you experience a Qualifying Termination as a Designated Employee and satisfy the following additional conditions: # remain employed until the termination date selected by the Company; # timely sign a Release Agreement acceptable to the Company; and # do not revoke the Release Agreement during the Revocation Period:

In the event that an Executive’s employment with the Company is terminated by reason of a Change of Control Termination at any time, the Executive shall be entitled to, in lieu of any other severance compensation and benefits whatsoever, the following payments and benefits (subject to the terms and conditions of this Policy), in addition to payment of any accrued and unpaid wages, and accrued and unused vacation, in accordance with applicable law: