Equity Awards. Upon a termination of employment pursuant to which the Executive is entitled to severance pay under [Section III].A.1., any vested stock option awards held by Executive at the time of his termination will remain exercisable by the Executive for the greater of # 90 days following the effective date of the Executive’s termination and # the remaining term of such option award, and all other Company equity awards held by Executive that remain unvested upon the effective date of his termination will be forfeited for no consideration.

Equity Awards. Upon an involuntary termination of employment pursuant to which the Executive is entitled to severance pay under Section III.A.l., any vested stock option awards held by Executive at the time of his termination will remain exercisable by the Executive for the greater of # 90 days following the effective date of the Executive’s termination and # the remaining term of such option award, and all other Company equity awards held by Executive that remain unvested upon the effective date of his termination will be forfeited for no consideration.

Executive (including, without limitation, all stock options, stock appreciation rights, restricted stock, performance shares, performance units, and all other stock and cash-based long-term incentive awards), which are subject to vest over the twenty-four (24) month period following the employment termination date, to the extent such vesting is based on service with the Company. With respect to any performance shares and performance unit awards, # the final number of units and/or shares payable under such awards shall only be determined in accordance with the terms and conditions of the respective grant agreement governing such award, and accordingly, # distribution of such awards can only take place following such share and/or unit amount determination. Notwithstanding the foregoing, the full and immediate vesting of any restricted stock units, performance shares, performance units, shall not change the payment date thereof or otherwise apply to the extent it would result in adverse tax consequences under Section 409A of the Code. In addition, any vested stock option awards held by Executive at the time of his termination will remain exercisable by the Executive for the greater of # 90 days following the effective date of the Executive’s termination and # the remaining term of such option award, and all other Company equity awards held by Executive that remain unvested upon the effective date of his termination will be forfeited for no consideration.

Equity Awards. All outstanding Equity Awards subject to time-based vesting will vest as to that portion of the Equity Award that would have vested through the forty-eight (48) month period from Executive’s termination date had Executive remained employed through such period. Additionally, unless otherwise provided in the applicable award agreement, Executive will be entitled to accelerated vesting as to an additional 100% of the then unvested portion of all of Executive’s outstanding Equity Awards that are scheduled to vest pursuant to performance-based criteria, if any. Executive will have one (1) year following the date of his or her termination in which to exercise any outstanding stock options or other similar rights to acquire Company common stock; provided, however, that such post-termination exercise period will not extend beyond the original maximum term of the stock option or other similar right to acquire Company common stock.

Options and Stock Based Awards. Notwithstanding anything to the contrary in any then outstanding option agreement or stock-based award agreement (other than the Restricted Stock Agreement, which will continued to be governed in accordance with its terms), # the vesting of such number of stock options and other stock-based awards outstanding and held by the Executive as would have vested in the three (3) months immediately following the Date of Termination had the Executive continued his employment for such three (3) month period shall immediately accelerate and become vested and exercisable as of the Date of Termination and # subject to any permitted action by the Board upon a Change of Control or other merger, sale, dissolution or liquidation of the Company under Company’s applicable equity plan to terminate the stock options or other stock-based awards, all vested stock options shall be exercisable for not less than one (1) year from the Date of Termination.

Equity Awards. Each outstanding and unvested equity award (excluding any such awards that vest in whole or in part based on the attainment of performance-vesting conditions) held by Executive shall automatically become vested and, if applicable, exercisable and any forfeiture restrictions or rights of repurchase thereon shall immediately lapse with respect to that number of shares that would have vested and, if applicable, become exercisable during the Severance Period had Executive’s employment continued during such period, and each option held by Executive to purchase the Company’s common stock that is vested as of the Termination Date (after giving effect to any applicable accelerated vesting) will remain exercisable until the earlier of the twelve (12) -month anniversary of the Termination Date or the original expiration of the option.

Notwithstanding anything [[Organization B:Organization]] contrary in any then outstanding option agreement or stock-based award agreement, # the vesting of such number of stock options and other stock-based awards outstanding and held by the Executive as would have vested in the three (3) months immediately following the Date of Termination had the Executive continued his or her employment for such three (3) month period shall immediately accelerate and become vested and exercisable as of the Date of Termination, and # subject to any permitted action by the Board upon a Change of Control or other merger, sale, dissolution or liquidation of the Company under Company’s applicable equity plan to terminate the stock options or other stock-based awards, all vested stock options held by the Executive shall be exercisable for one (1) year from the Date of Termination.

Notwithstanding anything [[Organization B:Organization]] contrary in any then outstanding option agreement or stock-based award agreement # the vesting of such number of stock options and other stock-based awards outstanding and held by the Executive as would have vested in the three (3) months immediately following the Date of Termination had the Executive continued his or her employment for such three (3) month period shall immediately accelerate and become vested and exercisable as of the Date of Termination and # subject to any permitted action by the Board upon a Change of Control or other merger, sale, dissolution or liquidation of the Company under Company’s applicable equity plan to terminate the stock options or other stock-based awards, any such vested stock option shall be exercisable for not less than one (1) year from the Date of Termination.

Stock Vesting Upon Termination. In the event Executive’s employment is terminated pursuant to this [Section 6(d)], Executive’s then unvested equity awards granted under the Company’s stock incentive plans after the Executive became an Executive of the Company shall continue to vest for a period of 3 months following the Termination Date, and, with respect to any options that are exercisable or become exercisable, such options shall remain exercisable for 3 months following the Termination Date, subject to such longer period as may be provided by the Company’s 2004 Incentive Stock Plan (as may be amended and/or restated or replaced from time to time).

Options and Stock Based Awards. Notwithstanding anything [[Organization B:Organization]] contrary in any then outstanding option agreement or stock-based award agreement (other than the Restricted Stock Agreement, which will continued to be governed in accordance with its terms), # the vesting of such number of stock options and other stock-based awards outstanding and held by the Executive as would have vested in the three (3) months immediately following the Date of Termination had the Executive continued his employment for such three (3) month period shall immediately accelerate and become vested and exercisable as of the Date of Termination and # subject to any permitted action by the Board upon a Change of Control or other merger, sale, dissolution or liquidation of the Company under Company’s applicable equity plan to terminate the stock options or other stock-based awards, any such vested stock option shall be exercisable for not less than one (1) year from the Date of Termination.