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                                                                   EXHIBIT 10.12

                            ENTERASYS NETWORKS, INC.

                    2002 Change-in-Control Severance Benefit
                             Plan for Key Employees
                    (Amended and Restated February 11, 2004)

         The 2002 Change-in-Control Severance Benefit Plan set forth herein (the
"Plan") is an amendment and restatement by Enterasys Networks, Inc. (the
"Company") of the Enterasys Networks, Inc. Change-in-Control Severance Benefit
Plan for Key Employees. Together with other plans and programs of the Company,
the amended and restated Plan is intended to assure that the Company and its
direct and indirect subsidiaries (together with the Company, the "Employer")
will have the benefit of continuity of management in the event of any actual or
threatened change in control.

         1.       Eligibility. The Board of Directors of the Company (the
"Board") or its designee shall from time to time designate participants in the
Plan ("Participants") from among the Employer's key employees. An employee once
designated a Participant shall continue to be a Participant (subject to
satisfaction of the requirements set forth in Section 2 below) until the earlier
of (a) the date (not later than the 365th day preceding a "Change in Control,"
as hereinafter defined) on which the Board determines that he or she is no
longer eligible to participate in the Plan (as evidenced by written notice
thereof), and (b) the date he or she ceases to be employed by the Employer;
provided, that a Participant who ceases to be employed by the Employer under
circumstances that would give rise to benefits under the Plan shall continue to
be treated as a Participant with respect to such benefits until they have been
paid or provided in full.

         2.       Agreement of Participants. As a precondition to participation
in the Plan, each individual who is designated a Participant must enter into a
written agreement (each, a "Plan Agreement") in accordance with procedures
prescribed by and in a form acceptable to the Board. Each Plan Agreement shall
contain:

                  (a)      the Participant's binding commitment to the effect
         that once any Person other than the Company, a direct or indirect
         subsidiary of the Company, or an employee benefit plan of the Company
         or any such subsidiary begins a tender or exchange offer or a
         solicitation of proxies from the Company's security holders or takes
         other actions to effect a "Change in Control," as hereinafter defined,
         the Participant will not voluntarily terminate his or her employment
         with the Employer until such Person has abandoned or terminated such
         efforts to effect a Change in Control or until a Change in Control has
         occurred (for purposes of the Plan, a "Person" means any individual,
         entity or other person, including a group within the meaning of
         Sections 13(d) or 14(d)(2) of the Securities Exchange Act of 1934
         ("Exchange Act"));

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                  (b)      the Participant's agreement that if he or she
         voluntarily terminates his or her employment prior to the Change in
         Control then he/she will not be entitled to any payments or benefits
         under this Plan or the Plan Agreement; and

                  (c)      such other terms, if any, as the Board may specify,
         which may (if the Board so provides) deviate from the terms generally
         set forth in the Plan.

As applied to any Participant, the term "Plan" means the terms and provisions of
the Plan set forth herein as modified by the terms and provisions of the
Participant's Plan Agreement.

         3.       Change in Control. For purposes of the Plan, a "Change in
Control" shall be deemed to have occurred upon the occurrence of any of the
events described in subsections (a), (b), (c) or (d) below:

                  (a)      Any Person acquires beneficial ownership (within the
         meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or
         more of either (i) the then outstanding shares of common stock of the
         Company (the "Outstanding Company Common Stock") or (ii) the combined
         voting power of the then outstanding voting securities of the Company
         entitled to vote generally in the election of directors (the
         "Outstanding Company Voting Securities"); provided, that for purposes
         of this subsection (a) the following acquisitions shall not constitute
         a Change in Control: (A) any acquisition directly from the Company, (B)
         any acquisition by the Company, (C) any acquisition by an employee
         benefit plan (or related trust) sponsored or maintained by the
         Employer, or (D) any Business Combination (but except as provided in
         subsection (c) of this Section 3 a Business Combination may
         nevertheless constitute a Change in Control under subsection (c)); and
         provided further, that an acquisition by a Person of 30% or more but
         less than 50% of the Outstanding Company Common Stock or of the
         combined voting power of the Outstanding Company Voting Securities
         shall not constitute a Change in Control under this subsection (a) if
         within 15 days of the Board's being advised that such ownership level
         has been reached, a majority of the "Incumbent Directors" (as
         hereinafter defined) then in office adopt a resolution approving the
         acquisition of that level of securities ownership by such Person; or

                  (b)      Individuals who, as of August 7, 2001, constituted
         the Board (the "Incumbent Directors") cease for any reason to
         constitute at least a majority of the Board; provided, that any
         individual who becomes a member of the Board subsequent to August 7,
         2001 and whose election or nomination for election was approved by a
         vote of at least two-thirds of the Incumbent Directors shall be treated
         as an Incumbent Director unless he or she assumed office as a result of
         an actual or threatened election contest with respect to the election
         or removal of directors; or

                  (c)      There is consummated a reorganization, merger or
         consolidation involving the Company, or a sale or other disposition of
         all or substantially all of the assets of the Company (a "Business
         Combination"), in each case unless, following such Business
         Combination, (i) the Persons who were the beneficial owners,
         respectively, of the Outstanding Company Common Stock and of the
         combined voting power of the

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         Outstanding Company Voting Securities immediately prior to the Business
         Combination beneficially own, directly or indirectly, more than 50% of,
         respectively, the then outstanding shares of common stock and the
         combined voting power of the then outstanding voting securities
         entitled to vote generally in the election of directors, as the case
         may be, of the entity resulting from such Business Combination in
         substantially the same proportions as their ownership immediately prior
         to such Business Combination of the Outstanding Company Common Stock
         and of the combined voting power of the Outstanding Company Voting
         Securities, as the case may be, (ii) no Person (excluding any entity
         resulting from such Business Combination or any employee benefit plan
         (or related trust) of the Employer or of such corporation resulting
         from such Business Combination) beneficially owns, directly or
         indirectly, 30% or more of, respectively, the then outstanding shares
         of common stock of the corporation resulting from such Business
         Combination or the combined voting power of the then outstanding voting
         securities of such corporation entitled to vote generally in the
         election of directors, except to the extent that such ownership existed
         prior to the Business Combination and (iii) at least a majority of the
         members of the Board resulting from such Business Combination were
         Incumbent Directors at the time of the execution of the initial
         agreement, or of the action of the Board, providing for such Business
         Combination; or

                  (d)      The stockholders of the Company approve a complete
         liquidation or dissolution of the Company.

         4.       Change in Control and Severance Benefits.

                  (a) Change in Control Benefits. Upon a Change in Control, (i)
         each Company stock option or other stock-based award (other than an
         award under the Company's Employee Stock Purchase Program) (a
         "Stock-Based Award") held by the Participant immediately prior to the
         Change in Control (a "Change in Control Affected Award"), shall be
         vested (and, in the case of a Change in Control Affected Award
         requiring exercise, shall be exercisable) for the "applicable number of
         shares" as hereinafter defined (and, where relevant, exercisable) prior
         to the Change in Control, and (ii) if the Change in Control Affected
         Award is assumed (or a substitute award is granted) by the acquirer or
         survivor or an affiliate of the acquiror or survivor, such assumed or
         substituted award shall

                           (A) continue to be vested (and where relevant
                  exercisable from and after the Change in Control to the extent
                  provided for under clause (i) above; and

                           (B) as to any portion of such award that was not
                  vested (and where relevant exercisable) and that did not
                  become vested (and, where relevant, exercisable) pursuant to
                  clause (i) above, continue to vest (and, where relevant,
                  become exercisable) from and after the Change in Control on
                  the same basis as if the vesting/exercisability schedule
                  (including such scheduled vesting/exercisability date) that
                  would have applied without regard to this Section 7(a)(2) had
                  been accelerated by eighteen (18) months.

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                  For purposes of this Section 4(a) the term "applicable number
         of shares" means that number of shares for which the Stock-Based Award
         would have been vested (and, where relevant, exercisable) by the end of
         the eighteen (18)-month period following the Change in Control had the
         Participant holding the Award immediately prior to the Change in
         Control continued in service for such eighteen (18)-month period.
         Solely for purposes of illustration, and not by way of limitation,
         Appendix I to the Plan provides an example of how the accelerated
         vesting and exercisability provisions of this Section 4 would operate
         under a Change in Control Affected Award. For the avoidance of doubt,
         in no event shall an assumed or substituted award become vested for
         more than the total number of shares of Stock subject thereto.

         For any Change in Control Affected Award, the Participant shall not be
         entitled to any additional acceleration of vesting provided for under
         the equity incentive plan pursuant to which such Change in Control
         Affected Award was granted.

                  (b)      Severance Benefits. If, during the period of eighteen
         (18) months following a Change in Control, either the employment of a
         Participant is terminated by the Employer for any reason other than for
         "Cause" (as defined in Section 5 below), or the Participant terminates
         his or her employment with the Employer for "Good Reason" (as defined
         in Section 6 below) (in either case, a "Qualifying Termination"), then
         each Participant shall also receive the following payments and
         benefits:

                           (1) The Company shall pay to the Participant in cash,
                  on the date of termination, the sum of (i) all salary earned
                  by the Participant as of the date of termination but not yet
                  paid, (ii) the Participant's accrued vacation earned through
                  the date of termination, and (iii) an amount equal to the
                  Participant's target incentive bonus, if any, for the fiscal
                  year in which termination occurs, multiplied times a fraction,
                  the numerator of which is the number of days elapsed between
                  the beginning of such year and the date of termination reduced
                  by any periods (expressed in days) for which amounts under
                  such incentive bonus arrangement have already been paid in
                  such year and the denominator of which is 365. In addition,
                  the Company shall pay to the Participant in cash within five
                  (5) business days of the date of termination, (i)
                  reimbursement for any unpaid, valid business expenses that
                  were approved in accordance with Company policy and (ii)
                  reimbursement, without interest, of any payroll deductions not
                  yet applied to the purchase of stock under the Company's
                  employee stock purchase plan pursuant to the terms of such
                  plan.

                           (2) The Company shall also pay to the Participant in
                  cash, within ten (10) business days of the date of
                  termination, an amount equal to one and one half (1.5) times
                  the sum of the Participant's Base Salary and Bonus; provided,
                  however, that if the Participant is the Chief Executive
                  Officer or the President of the Company immediately prior to
                  the Change in Control, the Company shall, in lieu of the
                  foregoing, pay to such Participant an amount equal to two (2)
                  times the sum of such Participant's Base Salary and Bonus.
                  "Base Salary" for the

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                  purposes of this subsection means the Participant's annual
                  rate of base salary as determined immediately prior to the
                  date of termination (or, if higher, his or her annual rate of
                  base salary as determined immediately prior to the Change in
                  Control), and "Bonus" means the highest aggregate amount of
                  bonus or incentive compensation paid in cash to the
                  Participant (or that would have been so paid absent deferral)
                  by the Company for any one of the three most recent fiscal
                  years ended prior to such termination (or, if higher, the
                  Participant's target incentive bonus for the fiscal year in
                  which the Change in Control occurs).

                           (3) The Participant, together with his or her
                  dependents, will continue for the duration of the "coverage
                  continuation period" (as hereinafter defined) to be eligible
                  to participate at the Employer's expense (subject to any
                  applicable waiting periods or similar requirements to the
                  extent such requirements had not been satisfied prior to the
                  date of termination, and subject to the payment by the
                  Participant or his or her dependents of premiums, co-pays or
                  similar amounts at rates not greater than those applicable
                  immediately prior to the Change in Control to active employees
                  and their dependents) in all medical, dental and life
                  insurance plans or programs maintained or sponsored by the
                  Employer immediately prior to the Change in Control; provided,
                  that if such continued participation is impracticable, the
                  Company may provide the Participant with the premium cost of
                  such coverage paid promptly in cash. For purposes of this
                  subsection, the "coverage continuation period" means (i) for
                  the Chief Executive Officer and President of the Company
                  immediately prior to the Change in Control, the twenty-four
                  (24) month period following the termination of employment and
                  (ii) for all other Participants, the eighteen (18) month
                  period following the termination of employment; provided, that
                  if the plan or program in question, or applicable law,
                  provides for a longer period of coverage following termination
                  of employment, then the Participant shall receive this
                  additional period of coverage pursuant to the terms and
                  conditions as set forth in the plan or program or as
                  prescribed by applicable law. Notwithstanding the foregoing
                  provisions of this subsection, if the Participant becomes
                  reemployed by another employer and is eligible (together with
                  his or her dependents) for medical, dental or life insurance
                  coverage that is substantially equivalent (as to extent of
                  coverage and as to employee cost) to the coverage of the same
                  type that he or she (and his or her dependents) were entitled
                  to receive under this subsection, the Employer's obligation to
                  the Participant and his or her dependents under this
                  subsection shall cease with respect to that type of coverage.

                           (4) Each Stock-Based Award held by the Participant
                  immediately prior to a Qualifying Termination (an "Affected
                  Award") shall become fully vested and exercisable immediately
                  prior to the Qualifying Termination. In the event a
                  Participant holds an Affected Award requiring exercise, the
                  Company shall give the Participant adequate notice and
                  opportunity to exercise the Affected Award.

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                  (c)      Notwithstanding the provisions of this Section 4 to
         the contrary, if a Stock-Based Award is not assumed or replaced upon a
         Change in Control, each Stock-Based Award held by a Participant,
         whether or not he or she has experienced a Qualifying Termination,
         shall become fully vested and exercisable, effective immediately prior
         to the Change in Control.

         5.       Cause. "Cause" means, for purposes of this Plan, only: (a) the
Participant's conviction of, or a plea of nolo contendere with respect to, a
crime involving moral turpitude or a felony; (b) the Participant's refusal to
perform, or gross negligence in the performance of, his or her duties to the
Employer; or (c) the Participant's commission of any act (or acts) of willful
misfeasance, fraud, embezzlement or material dishonesty with respect to the
Employer.

         6.       Voluntary Termination for Good Reason. For purposes of this
Plan, a Participant shall be deemed to have voluntarily terminated his or her
employment for Good Reason if he or she leaves the employ of the Employer for
any of the following reasons:

                  (a)      Any action by the Company which results in a material
         diminution in Participant's position, authority, duties or
         responsibilities immediately prior to the Change in Control, excluding
         for this purpose an isolated, insubstantial and inadvertent action not
         taken in bad faith and which is remedied by the Company promptly after
         receipt of notice thereof given by the Participant; provided, however,
         that a sale or transfer of some or all of the business of the Company
         or any of its subsidiaries or other reduction in its business or that
         of its subsidiaries, or the fact that the Company shall become a
         subsidiary of another company or the securities of the Company shall no
         longer be publicly traded, shall not constitute "Good Reason"
         hereunder; or

                  (b)      Any reduction in the Participant's rate of annual
         base salary for any fiscal year to less than the greater of 100% of the
         rate of annual base salary payable to him or her in the completed
         fiscal year immediately preceding the Change in Control or 100% of the
         rate at which annual base salary was payable to the Participant
         immediately prior to such reduction; or

                  (c)      Any failure of the Company to continue or cause to be
         continued in effect any retirement, life, medical, dental, disability,
         accidental death or travel insurance plan in which the Participant was
         participating immediately prior to the Change in Control unless the
         Company provides the Participant with a plan or plans that provide
         substantially equivalent benefits (as to extent of coverage and as to
         employee cost), or the taking of any action by the Employer that would
         adversely effect the Participant's participation in or materially
         reduce the Participant's benefits under any such plan or deprive the
         Participant of any material fringe benefit enjoyed by the Participant
         immediately prior to the Change in Control, other than an isolated,
         insubstantial and inadvertent failure not in bad faith and which is
         remedied by the Employer promptly after receipt of notice thereof given
         by the Participant; or

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                  (d)      The Company requires the Participant to be based at
         any office or location that is more than 50 miles distant from the
         Participant's base office or work location immediately prior to the
         Change in Control.

                  (e)      The Company fails to comply with and satisfy Section
         8 of the Plan.

         7.       Certain Tax-Related Payments. All tax determinations under
this Section 7 shall be made at the Company's expense by a nationally recognized
accounting firm selected by the Company (the "Outside Firm"). Any good faith
determinations of the Outside Firm made hereunder shall be final, binding and
conclusive upon the Company and the Participant.

                  (a)      If the aggregate of all "payments in the nature of
         compensation" (hereinafter "Payment") as that term is used in Section
         280G of the Internal Revenue Code of 1986, as amended (the "Code"),
         including but not limited to payments and benefits under the Plan
         (other than payments pursuant to Section 7) and any "Company CIC
         program" (as defined in Section 12 below), made with respect to a
         Participant who was immediately prior to the Change-in-Control also the
         Chief Executive Officer or President of the Company is determined to be
         subject to the excise tax imposed by Section 4999 of the Code (the
         "Section 4999 tax"), the Company will pay to the such Participant an
         additional amount in cash (the "Gross-Up Payment") which, after
         reduction for all taxes (including, but not limited to, the Section
         4999 tax with respect to such Additional Amount), is sufficient to pay
         the Section 4999 tax and all related interest and penalties, if any,
         with respect to the Payment.

                  (b)      If there is a determination by the Internal Revenue
         Service (the "IRS") with respect to a Participant entitled to the
         benefits of Section 7(a) above that is inconsistent with a
         determination pursuant to Section 7(a) and that if sustained would
         result in a Section 4999 tax (or a greater Section 4999 tax) or in
         interest or penalties (or increased interest or penalties) with respect
         to any such tax (an "initial IRS determination"), the determination
         under Section 7(a) shall be deemed automatically modified to conform to
         the initial IRS determination and the Company, upon receipt from the
         IRS of the initial IRS determination or of written notice from such
         Participant, setting forth the initial IRS determination, shall
         promptly pay to the Participant the additional Gross-Up Payment
         required by such modification (the "Additional Gross-Up Payment"). The
         Company may elect to contest at its expense any initial IRS
         determination in respect of which the Company has made an Additional
         Gross-Up Payment, in which case such Additional Gross-Up Payment shall,
         to the extent allowable under Section 402 of the Sarbanes-Oxley Act of
         2002, be considered an interest-free loan (the "Loan") to such
         Participant until such time as the IRS' determination is withdrawn or
         modified or otherwise becomes final (a "final IRS determination"). Upon
         a final IRS determination that is no longer subject to modification or
         judicial review and that results in a Section 4999 tax and related
         interest and penalties lower than those in respect of which the
         Additional Gross-Up Payment was made, such Participant shall repay to
         the Company so much of the Loan, if any, as shall leave such
         Participant, on an after-tax basis in the same position he or she would
         have been in had the initial IRS determination never been made.

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         Such Participant shall cooperate reasonably with the Company in any
         effort by the Company to contest an IRS determination under this
         paragraph, including by the making of such filings and appeals as the
         Company may reasonably require, but nothing herein shall be construed
         as requiring such Participant to bear any cost or expense of such a
         contest or in connection therewith to compromise any tax item
         (including without limitation any deduction or credit) other than the
         Section 4999 tax and related interest and penalties, if any, that are
         the subject of the contested IRS determination.

                  (c)      For those Participants who were not the Chief
         Executive Officer or President of the Company immediately prior to the
         Change in Control, if the Payment (as defined in Section 7(a)) would be
         subject to the Section 4999 tax, then the Participant shall receive
         either (i) the full Payment or (ii) such lesser amount of the Payment
         which would result in no portion of such Payment being subject to the
         Section 4999 tax, whichever yields the greatest net amount to the
         Participant on an after-tax basis (applying the then highest aggregate
         marginal tax rates). If a reduction of the Payment is required pursuant
         to subpart (ii), then the Participant will be permitted to request
         which component items of the Payment will be reduced provided, however,
         that the Participant must provide to the Company in writing his/her
         request within the time period established by the Company and the
         Company must in its discretion consent to such request (or else the
         Company shall make its own determinations with respect to which Payment
         items are to be reduced). The Company may elect to contest at its
         expense any initial IRS determination with respect to a Participant.
         The Participant shall cooperate reasonably with the Company in any
         effort by the Company to contest an IRS determination under this
         paragraph, including by the making of such filings and appeals as the
         Company may reasonably require, but nothing herein shall be construed
         as requiring the Participant to bear any cost or expense of such a
         contest or in connection therewith to compromise any tax item
         (including without limitation any deduction or credit) other than the
         Section 4999 tax and related interest and penalties, if any, that are
         the subject of the contested IRS determination. In the event of any
         underpayment or overpayment under this Plan, as determined by the
         Outside Firm, the amount of such underpayment or overpayment shall be
         promptly paid to the Participant or refunded to the Company, as the
         case may be, with interest at 120% of the applicable Federal rate
         provided for in Section 7872(f)(2) of the Internal Revenue Code.

         8.       Binding Effect on Successor Entity. If the Company is merged
or consolidated into or with any other entity (whether or not the Company is the
surviving entity), or if substantially all of the assets of the Company are
transferred to another entity, the provisions of the Plan will be binding upon
and inure to the benefit of the entity resulting from such merger or
consolidation or the acquirer of such assets (the "Successor Entity"). The
Company will require any such Successor Entity to assume expressly and agree to
perform the provisions of the Plan (including any Plan Agreements) in the same
manner and to the same extent that the Company would have been required to
perform if no such transaction had taken place.

         9.       Payment Obligations Absolute. Upon a Change in Control and/or
Qualifying Termination described in Section 4, the Company's obligations to pay
the benefits described in

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Sections 4 and 7 shall be absolute and unconditional and shall not be affected
by any circumstances, including, without limitation, any set-off, counterclaim,
recoupment, defense or other right which the Employer may have against any
Participant. In no event shall a Participant be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to a Participant under any of the provisions of the Plan and, except as
otherwise provided in Section 4(c), in no event shall the amount of any payment
hereunder be reduced by any compensation earned by a Participant as a result of
employment by another employer.

         10.      Limited Effect. Nothing herein or in any Plan Agreement shall
be construed as giving any Participant a right of continued employment or as
limiting the Employer's right to terminate a Participant's employment, subject,
in the case of any Qualifying Termination described in Section 4, to the payment
of the benefits described in Sections 4 and 7.

         11.      Amendment and Termination. The Board may amend the Plan at any
time and from time to time, and may terminate the Plan at any time; provided,
that no action hereafter purporting to amend or terminate the Plan that is
approved by the Board within the twelve (12) month period immediately preceding
a Change in Control and that, if effective, would adversely affect the rights of
any Participant hereunder, shall affect the rights of such Participant without
his or her express written consent.

         12.      No Duplication of Benefits. The benefits and rights to
benefits under this Plan are in lieu of any and all benefits that may become due
a Participant under any change in control plan or program of the Company (any
such plan or program, a "Company CIC program"), and each Participant, for
himself or herself and his or her heirs, beneficiaries and assigns, by signing a
Plan Agreement waives and relinquishes any right that he or she may have to any
such benefits under any Company CIC program.

         13.      Withholding. All payments and benefits hereunder shall be
subject to reduction for applicable tax withholdings.

         14.      Indemnification. The Employer agrees to pay all costs and
expenses (including without limitation reasonable fees and expenses of counsel)
incurred by any Participant in connection with efforts to enforce his or her
rights under this Plan and will indemnify and hold harmless any Participant from
and against any damages, liabilities and expenses (including without limitation
reasonable fees and expenses of counsel) incurred by the Participant in
connection with any litigation or threatened litigation, including any
regulatory proceedings, arising out of the making, performance or enforcement of
this Plan.

         15.      Source of Payment. Nothing herein shall be construed as
establishing a trust or as requiring the Company to set aside funds to meet its
obligations hereunder. Notwithstanding the foregoing, if the Board in its
discretion so determines the Company may establish a so-called "rabbi trust" or
similar arrangement to assist it in meeting any such obligations that it may
have.

         16.      Governing Law. The Plan and agreements made with Participants
hereunder shall be governed by the laws of the Commonwealth of Massachusetts
without regard to its conflicts of laws principles.

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                                   APPENDIX I

                     EXAMPLE OF THE APPLICATION OF SECTION 4

The following example illustrates the application of the accelerated vesting and
exercisability provisions of Section 4 of the Plan as they would apply except as
otherwise determined by the Administrator with respect to an Award, based on the
assumed facts set forth below.

Assume that a Participant is granted a Stock Option for 480 shares of stock that
is scheduled to vest and become exercisable as to 25% of the shares on the first
anniversary of the date of grant and as to the remaining 75% of the shares on a
monthly basis over the three-year period following the first anniversary of the
date of grant, subject to the requirement that the Participant continue to be
employed. Assume further that six months after the date of grant, a Change in
Control of the Company occurs, and the Participant's Stock Option is assumed by
the acquiror on the basis of a one share for one share conversion ratio. Under
Section 4 of the Plan, the Stock Option would become vested and exercisable
immediately prior to the Change in Control for 280 shares (the "applicable
number of shares") - i.e., the number of shares for which the Stock Option would
have become vested and exercisable assuming eighteen (18) months of additional
service: 120 shares after an assumed six months of additional service, that is,
on the first anniversary of the date of grant, and 10 shares per month for an
additional assumed twelve months of service following the first anniversary of
the date of grant. After the Change in Control, assuming the Participant
continued to be employed, the Stock Option would become vested and exercisable
each month for an additional ten (10) shares, with full vesting and
exercisability occurring twenty-four (24) months following the Change in
Control.

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