2. Subject to the conditions described in paragraph 1 of this Agreement, Company shall provide andExecutive shall receive the following: a. A lump sum cash payment in the amount of two times the sum of (i) Executive’s annual basesalary as of the date of the Change in Control plus (ii) the target incentive compensation for thatsame year. Such lump sum shall be payable as soon as practicable after Executive’s date oftermination, unless the Company reasonably determines that Section 409A of the Internal RevenueCode of 1986, as amended (the “Code”) will result in the imposition of additional tax onaccount of the payment of this lump sum cash payment before the expiration of the 6-month perioddescribed in Section 409A(a)(2)(B)(i) (relating to the required delay in payment to a specifiedemployee pursuant to a separation from service) in which case such payment will in lieu thereof bepaid on the date that is six (6) months and one (1) day following the date of the Executive’sseparation from service (as defined in Section 409A of the Code) (or, if earlier, the date of deathof the Executive) (the “Specified Employee Delayed Payment Date”).  b. With respect to any granted but not awarded shares under the 2005 Performance Stock EquityPlan or any subsequent plan, the number of shares payable to Executive as of the end of theperformance cycle shall be estimated by the Board or Directors of the Company (the “Board”) in goodfaith*; the resulting number of shares shall be multiplied by a fraction, the numerator of which isthe number of whole completed months of service completed by Executive and the denominator of whichis the total number of months in the performance cycle, except that, in determining the * With respect to shares of Performance Stock granted under Paragraph 4(d) of hisEmployment/Non-Competition Agreement, in no event shall the estimated number of shares be less than45,000 shares. This minimum target payout does not apply to future awards under the 2005Performance Stock Equity Plan or any subsequent plan.
 

 
   number of shares to be awarded under the 2005 Performance Stock Equity Plan the number of sharesshall be computed by multiplying by a fraction the numerator of which is the number of wholecompleted months of service completed by the Executive and the denominator of which is 24 and heshall be treated as having performed services for the Company from January 1, 2006. The resultingproduct shall be paid to Executive as soon as practicable following Executive’s termination ofemployment but in no event later than the fifteenth day of the third month after the date oftermination, unless the Company reasonable determines that Code Section 409A will result in theimposition of additional tax on account of such payment before the expiration of the 6-month perioddescribed in Section 409A(a)(2)(B)(i) in which case the number of shares or dollar amount will bein lieu thereof be paid on the Specified Employee Delayed Payment Date.  c. With respect to any outstanding equity compensation awards that are subject to a vestingschedule, such awards shall be fully vested.  d. Continued coverage at Company’s expense under all of Company’s medical, heath, dental, lifeand disability plans or, in the event Company’s plans have been terminated, equivalent plancoverages for a period of 24 months after such change of control; provided, however, thatExecutive’s right to COBRA continuation coverage under any Company group health plan shall bereduced by the number of months of continued coverage provided pursuant to this paragraph.  e. If Executive is vested in the Company’s tax-qualified benefit plan at the time his employmentterminates, he shall be entitled to an amount equal to the actuarial equivalent of theadditional amount that Executive would have earned under such plan had he accumulated three(3) additional continuous years of service for benefit crediting purposes. Such amount
 

 
   shall be paid to Executive in an actuarially equivalent cash lump sum at Executive’s normalretirement age (as defined in such tax-qualified defined benefit plan), unless the Companyreasonably determines that Code Section 409A will result in the imposition of additional tax onaccount of such payment before the expiration of the 6-month period described in Section409A(a)(2)(B)(i) in which case such payment will be paid on the Specified Employee Delayed PaymentDate.  f. A pro-rata target incentive compensation/bonus payment for the year of termination, based onthe target level of payout for the year of termination, payable promptly following the date oftermination but in no event later than the fifteenth day of the third month after the date oftermination), unless the Company reasonably determines that Code Section 409A will result inthe imposition of additional tax on account of such payment before the expiration of the6-month period described in Section 409A(a)(2)(B)(i) in which case such payment will be paidon the Specified Employee Delayed Payment Date.  g. Accrued vacation pay through the date of determination or other amounts earned, accrued or owingto Executive but not yet paid as of such date.  h. Other benefits, if any, in accordance with applicable plans, programs and arrangements ofCompany; provided, however, that this Agreement shall be the sole source of severance benefits paidby Company with respect toany termination of Executive’s employment covered by this Agreement3. If any payment or benefit made or provided to or for the benefit of Executive inconnection with this Agreement or his employment with Company or the termination thereof (a“Payment”) is determined to be subject to the excise tax imposed by Section 4999 of the InternalRevenue Code (or any successor to such Section) or interest or penalties with respect to suchexcise tax (such excise tax, together with any interests or penalties thereon, is herein referredto
 

 
as an “Excise Tax”), then the aggregate “present value” of those Payments shall be limited inamount to the greater of the following dollar amounts (the “Benefit Limit”): a. Three times Executive’s “base amount” less one dollar, or  b. The amount which yields Executive the greatest after-tax amount of Payments under thisAgreement and any other plan, program or arrangement with the Company after taking into account allapplicable taxes on those Payments, including but not limited to the excise tax imposed Section4999 of the Code.For purposes of applying the Benefit Limit, the definitions (for such terms as “base amount” and“present value”) and rules set forth in the Treasury Regulations promulgated under Section 280G ofthe Code shall apply. The amount of the Benefit Limit shall promptly be determined by anindependent accounting firm selected by the parties and paid for by Company. Once any disputes havebeen resolved, then to the extent the aggregate present value of any amounts contingent on a Changein Control exceed the Benefit Limit, then Executive’s cash based Severance Benefits will first bereduced as selected by Executive, and then, if necessary. Executive’s other benefits (based ontheir parachute value under Section 280G of the Code) shall be reduced to the extent necessary toassure that the Benefit Limit is not exceeded. In the event amount determined under “b” above isgreater than that determined under “a” above. Executive shall be responsible for any excise taxeson any benefits payable pursuant to this paragraph.     4. In consideration of the mutual covenants and agreements contained in thisAgreement, Executive agrees to comply with the “Non-Compete” and “Confidential and ProprietaryInformation” covenants and Company agrees to comply with the “Indemnification” covenants set forthin Executive’s Employment/Non-Competition Agreement.