“Protection Period” means # the period commencing on the earlier to occur of # a public announcement by the Company of a transaction that results in a Change in Control; and # the entry by the Company into a definitive agreement that results in a Change in Control, and ending upon the occurrence of a Change in Control (such period, the “Pre CIC Protection Period” and a termination that occurs during such period is hereinafter referred to as a “Pre CIC Termination”); and # the twenty-four (24) month period immediately following a Change in Control (a termination that occurs during such period is hereinafter referred to as a “Post CIC Termination”); provided that, if prior to the commencement of the Pre CIC Protection Period, the Board, a committee of the Board, or an officer (or officers) of the Company authorized to take such action (if Board action is not required) approves a restructuring or internal reorganization of the Company that results in the termination of the Executive’s employment during the Pre CIC Protection Period, then the Executive’s termination of employment shall be deemed to be unrelated to the Change in Control, shall be deemed to have occurred outside of the “Protection Period” for purposes of this Agreement and, as a result, the Executive shall not be entitled to the compensation and benefits under this Agreement.

“CIC Protection Period. A “CIC Protection Period” meansmeans, # theany period commencing on the earlier to occur of # a public announcement byin which the Company ofhas initiated a transaction that resultsprocess or is engaged in discussions with a third party about a specific transaction that, if consummated, would result in a Change in Control; andControl (and before the complete abandonment of such discussions without the transaction being consummated); # the entry byany period during which the Company intohas become a party to a definitive agreement to consummate a transaction that resultswould result in a Change in Control,Control (and before the complete termination of such agreement without the transaction being consummated); and ending upon# the occurrenceperiod of two (2) years after a Change in Control (such period, the “Pre CIC Protection Period” and a termination that occurs during such period is hereinafter referred to as a “Pre CIC Termination”); and # the twenty-four (24) month period immediately following a Change in Control (a termination that occurs during such period is hereinafter referred to as a “Post CIC Termination”); provided that, if prior to the commencement of the Pre CIC Protection Period, the Board, a committee of the Board, or an officer (or officers) of the Company authorized to take such action (if Board action is not required) approves a restructuring or internal reorganization of the Company that results in the termination of the Executive’s employment during the Pre CIC Protection Period, then the Executive’s termination of employment shall be deemed to be unrelated to the Change in Control, shall be deemed to have occurred outside of the “Protection Period” for purposes of this Agreement and, as a result, the Executive shall not be entitled to the compensation and benefits under this Agreement. occurs.