the first date on which a Change in Control occurs during the Term and ending on the secondanniversary of such date (the “Employment Period”).     3. Termination of Employment.          (a) Termination. The Executive’s employment during the Employment Period (i) shallautomatically be terminated upon the Executive’s death, (ii) may be terminated by the Company dueto the Executive’s Disability, (iii) may be terminated by the Company with or without Cause and(iv) may be terminated by the Executive with or without Good Reason.          (b) Qualifying Termination. Subject to Section 5, if and only if theExecutive is terminated during the Employment Period (i) by the Company for any reason other than(A) for Cause, (B) due to the Executive’s Disability, or (C) Executive’s death or (ii) by theExecutive for Good Reason (collectively, a “Qualifying Termination”), the Executive shallbe entitled to the payments and benefits described in Section 4.          (c) Disability. The Company may terminate the Executive’s employment during theEmployment Period due to the Executive’s Disability. If the Company determines in good faith thatthe Disability of the Executive has occurred during the Employment Period, it may give to theExecutive written notice in accordance with Section 13(b) of its intention to terminate theExecutive’s employment. In such event, the Executive’s employment with the Company shall terminateeffective on the 30th day after receipt of such notice by the Executive (the “DisabilityEffective Date”).          (d) Notice of Termination. Any termination of the Executive (other than due to theExecutive’s death) during the Employment Period by the Company or by the Executive shall becommunicated by Notice of Termination to the other party hereto given in accordance withSection 13(b).     4. Obligations of the Company upon a Qualifying Termination: If the Executive’semployment is terminated in a Qualifying Termination described in Section 3(b), the Companyshall provide the following payments and benefits:          (a) Subject to Section 4(g), the Company shall pay to the Executive in a lump sum in cash theaggregate of the following amounts: i. an amount equal to the product of (1) theSeverance Multiplier, and (2) the sum of (x) the Executive’s BaseSalary and (y) the Executive’s Target Bonus;  ii. an amount equal to the product of (1)Executive’s Target Bonus for the bonus period that includes the Date ofTermination and (2) a fraction, the numerator of which is the number ofdays in the bonus period during which Executive was employed by theCompany and the denominator of which is the total number of days insuch bonus period;
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provided, however, that such amount shall be paid in lieu of, and the Executive hereby waives theright to receive, any other amount of severance relating to salary or bonus continuation to bereceived by the Executive upon termination of employment of the Executive under any severance plan,policy or arrangement of, including any employment contract with, the Company or its subsidiaries.The payments required under this Section 4(a) and under Section 4(d) below shall be made nolater than three (3) business days following the date on which the Release becomes irrevocable.          (b) With respect to outstanding equity awards, including, without limitation, stock optionsand restricted stock, other than performance-based equity awards (the “Equity Awards”): i. all such outstanding Equity Awardsgranted to the Executive shall automatically become fully vestedand, to the extent applicable, exercisable and the restrictions,deferral limitations, and forfeiture conditions applicable to anyEquity Award shall lapse and such award shall be deemed fullyvested; and  ii. each such Equity Award that is an option,stock appreciation right, and/or other outstanding award in thenature of a right that may be exercised (whether or not previouslyvested) held by the Executive as of the Date of Termination shallremain exercisable until the earlier of (i) the expiration of theoriginal term of such right (without giving effect to any earlytermination thereof); (ii) the date that is one year after the Dateof Termination; and (iii) in the case of rights granted prior to thedate hereof, the last day the period of exercisability may beextended without violation of Section 409A of the Code; and          (c) The Company shall continue to provide the Executive with life insurance and medical andhealth insurance coverage at levels and costs comparable to those in effect prior to suchtermination for a period from the date of such termination to the earlier to occur of (x) the datewhich is [                    ] months after such termination and (y) the date upon which the Executive isactually receiving similar benefits through Executive’s employment with another employer;          (d) The Company shall pay the Executive in a cash lump sum $10,000 in respect of tax andfinancial planning services;          (e) The Company shall reimburse the Executive for the actual and documented cost of anyoutplacement, incurred by the Executive for a period of one year following the Date of Termination,with such total costs not to exceed $10,000 and          (f) To the extent not previously paid or provided, the Company shall timely pay or provide tothe Executive any other amounts or benefits required to be paid or provided or which the Executiveis eligible to receive pursuant to this Agreement or otherwise under any plan, program, policy orpractice or contract or agreement of the Company and its affiliated
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companies (excluding severance or termination plans, employment agreements, policies andarrangements).          (g) As a condition to receiving any payments or benefits pursuant to this Section 4,the Executive shall be required to execute and deliver a release agreement in the form attached asAppendix B (the “Release”) within forty-five (45) days of the Date of Termination, and anyapplicable revocation period with respect to such Release shall be required to have expired withoutthe Executive having revoked such Release.     5. Anticipatory Termination.          (a) An “Anticipatory Termination” occurs if during the nine-month period prior to aChange in Control either: i. (1) the Company terminates the Executive’s employment otherthan (A) for Cause, (B) due to the Executive’s Disability, or (C) due toExecutive’s death, (2) it is reasonably demonstrated by the Executive that suchtermination of employment (x) was at the request or instruction of a Person whohas entered into a definitive agreement with the Company the consummation ofwhich would constitute a Change in Control or (y) was otherwise in connectionwith, or in anticipation of, a Change in Control, and (3) a Change in Controloccurs; or  ii. (1) an event occurs that would have constituted Good Reason ifthe date on which a Change in Control occurs was deemed to be the dateimmediately prior to the date of such event and the Executive terminated hisemployment subsequent to such event, (2) the Executive can reasonablydemonstrate that such Good Reason event (x) was at the request or instructionof a Person who has entered into a definitive agreement with the Company theconsummation of which would constitute a Change in Control or (y) was otherwisein connection with, or in anticipation of, a Change in Control, and (3) aChange in Control occurs.          (b) If the Executive has reason to believe that an Anticipatory Termination may have occurred,he shall provide a notice setting forth such belief in accordance with Section 13(b) ofthis Agreement within five (5) days after a Change in Control has occurred. In the event of anAnticipatory Termination, the Executive shall be entitled to (A) the payments specified inSections 4(a), 4(d), and 4(e) (in each case reduced by any comparable amounts previouslypaid and required to be paid in the future pursuant to any other severance plan, program orarrangement), (B) the benefits specified in Section 4(c) (to the extent not previouslyprovided) (or the after-tax equivalent thereof to the extent that such benefits cannot beprovided), (C) to the extent that the Executive has outstanding any Equity Awards, the provisionsof Section 4(b) shall apply to them, and (D) in respect of any Equity Awards that wereforfeited by the Executive as a result of his termination of employment but would have vested hadSection 4(b) applied, such awards shall be reinstated (or if the Company determines not toreinstate them, the Executive shall be paid in cash the intrinsic value of such award as of theChange in Control). For the
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purposes of the provisions of Section 4 referenced in this Section 5, theExecutive’s Date of Termination shall be deemed to be his last date of employment by the Company.          (c) If the Executive is receiving severance or termination benefits at the time of a Change inControl (the “Previous Benefits”) and the Executive becomes entitled to benefits under thisSection 5 upon the occurrence of a Change in Control, the balance of the Previous Benefitsshall continue to be paid in accordance with their terms and the incremental benefits to beprovided under this Section 5 shall be paid in accordance with Sections 4(a), 4(d) and4(e) as applicable. Subject to the final sentence of this Section 5(c), anyincremental benefits to be provided under clauses (A), (C) or (D) of Section 5(b) shall bepaid no later than three (3) business days following the date on which the Release becomesirrevocable. By way of example, if the Executive was entitled to continuation of his Base Salaryfor one year upon his previous termination of employment and he subsequently becomes entitled tothe benefits described in Section 4(a) upon a Change in Control pursuant to thisSection 5, he shall continue to receive his Base Salary for the balance of the year and thebenefits provided under Section 4(a), reduced by an amount equal to the Executive’s BaseSalary, shall be paid in accordance with this Section 5. For the sake of clarity, anybenefits or payments to be provided upon an Anticipatory Termination shall be reduced by the valueof similar severance or termination benefits paid or payable in connection with the Executive’stermination of employment. As a condition to receiving any payments or benefits pursuant to thisSection 5, the Executive shall be required to execute and deliver the Release within fifty(50) days of the Change in Control, and any applicable revocation period with respect to suchRelease shall be required to have expired without the Executive having revoked such Release.     6. Other Terminations. In the event the Executive’s employment is terminated duringthe Employment Period other than in a manner described in Sections 3(b) or Section5, the Executive (or, as applicable, the Executive’s estate or designated beneficiaries) shallbe entitled to receive the Executive’s annual base salary through the Date of Termination to theextent not theretofore paid and all other amounts or benefits required to be paid or provided orwhich the Executive is eligible to receive under any plan, program, policy or practice or contractor agreement of the Company and its affiliated companies.     7. Section 409A. Notwithstanding the timing of the payments pursuant to thisAgreement, to the extent required to avoid application of any penalty tax imposed under Section409A of the Code with respect to any payment required to be made hereunder during the six monthsperiod following the Executive’s “separation of service,” as such term is defined for purposes ofCode Section 409A, (i) the payment will not be made to the Executive and instead will be made, atthe election of the Company, either to a trust in compliance with Rev. Proc. 92-64 or an escrowaccount established to fund such payments (provided that such funds shall be at all times subjectto the creditors of the Company and its affiliates) and (ii) the payment will be paid to theExecutive on the earlier of the six-month anniversary of Date of Termination or the Executive’sdeath or disability (within the meaning of Section 409A of the Code). Similarly, to the extent theExecutive would otherwise be entitled to any benefit (other than a cash payment) during the sixmonths beginning on the Date of Termination that would be subject to the additional tax underSection 409A of the Code, the benefit will be delayed and will begin being provided on the earlierof the six-month anniversary of the Date of Termination or the Executive’s death or disability(within the meaning of Section 409A of the Code). The Company
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will establish the trust or escrow account, as applicable, no later than ten days after theExecutive’s Date of Termination. Notwithstanding anything contained herein to the contrary, to theextent required in order to avoid accelerated taxation and/or tax penalties under Section 409A ofthe Code, the Executive shall not be considered to have terminated employment for purposes of thisAgreement and no payments shall be due to the Executive under this Agreement which are payable uponthe Executive’s termination of employment until the Executive would be considered to have incurreda “separation from service” within the meaning of Section 409A of the Code. It is the intention ofthe parties that the payments and benefits to which the Executive could become entitled inconnection with termination of employment under this Agreement comply with Section 409A of theCode. In the event that the parties determine that any such benefit or right does not so comply,they will negotiate reasonably and in good faith to amend the terms of this Agreement such that itcomplies (in a manner that attempts to minimize the economic impact of such amendment on theExecutive and the Company and its affiliates). With respect to expenses eligible for reimbursementunder the terms of this Agreement, (i) the amount of such expenses eligible for reimbursement inany taxable year shall not affect the expenses eligible for reimbursement in another taxable yearand (ii) except as provided in Section 10 below, any reimbursements of such expenses shallbe made no later than the end of the calendar year following the calendar year in which the relatedexpenses were incurred, except, in each case, to the extent that the right to reimbursement doesnot provide for a “deferral of compensation” within the meaning of Section 409A of the Code.     8. Non-exclusivity of Rights. Except as otherwise expressly provided for in thisAgreement, nothing in this Agreement shall prevent or limit the Executive’s continuing or futureparticipation in any plan, program, policy or practice provided by the Company or any of itsaffiliated companies and for which the Executive may qualify, nor shall anything herein limit orotherwise affect such rights as the Executive may have under any contract or agreement with theCompany or any of its affiliated companies. Amounts which are vested benefits or which theExecutive is otherwise entitled to receive under any plan, policy, practice or program of or anycontract or agreement with the Company or any of its affiliated companies at or subsequent to theDate of Termination shall be payable in accordance with such plan, policy, practice or program orcontract or agreement except as explicitly modified by this Agreement.     9. Full Settlement. The Company’s obligation to make the payments provided for inthis Agreement and otherwise to perform its obligations hereunder shall not be affected by anyset-off, counterclaim, recoupment, defense or other claim, right or action which the Company mayhave against the Executive or others. In no event shall the Executive be obligated to seek otheremployment or take any other action by way of mitigation of the amounts payable to the Executiveunder any of the provisions of this Agreement and, except as otherwise expressly provided for inthis Agreement, such amounts shall not be reduced whether or not the Executive obtains otheremployment. The Company agrees to pay, during Executive’s lifetime and to the fullest extentpermitted by law, all legal fees and expenses which the Executive may reasonably incur at allstages of proceedings, including, without limitation, preparation and appellate review, as a resultof any contest (regardless of whether formal legal proceedings are ever commenced and regardless ofthe outcome thereof) by the Company, the Executive or others of the validity or enforceability of,or liability under, any provision of this Agreement or any guarantee of performance thereof(including as a result of any contest by the Executive about the amount of
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any payment pursuant to this Agreement), provided that no such payment shall be payable withrespect to any frivolous claim or claim asserted by the Executive in bad faith.     10. Certain Additional Payments by the Company.(a) Anything in this Agreement to thecontrary notwithstanding and except as set forth below, in the event it shall be determined thatany payment or distribution by the Company to or for the benefit of the Executive (whether paid orpayable or distributed or distributable pursuant to the terms of this Agreement or otherwise, butdetermined without regard to any additional payments required under this Section 9) (a“Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or anyinterest or penalties are incurred by the Executive with respect to such excise tax (such excisetax, together with any such interest and penalties, are hereinafter collectively referred to as the“Excise Tax”), then the Executive shall be entitled to receive an additional payment (a“Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes(including any interest or penalties imposed with respect to such taxes), including, withoutlimitation, any income taxes (and any interest and penalties imposed with respect thereto) andExcise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of Gross-Up Paymentequal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions ofthis Section 10, if it shall be determined that the Executive is entitled to the Gross-UpPayment, but that the parachute value of all Payments, as determined in accordance with Section280G of the Code, does not exceed 110% of the amount that is $1.00 less than three times theExecutive’s base amount, as defined in Code Section 280G (the “Safe Harbor Amount”), thenno Gross-Up Payment shall be made to the Executive and, if the Executive would receive a largeramount of Payments on an after tax basis, the amounts payable or provided under this Agreementshall be reduced so that the parachute value of all Payments, in the aggregate, equals the SafeHarbor Amount. In the event that amounts payable or provided under this Agreement are reduced sothat the parachute value of all Payments, in the aggregate, equals the Safe Harbor Amount, theamount of any cash Payment due to Executive shall be reduced first.          (b) All determinations required to be made under this Section 10, including whetherand when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptionsto be utilized in arriving at such determination, shall be made by the Company’s independent,certified public accounting firm or such other certified public accounting firm as may bedesignated by the Executive and shall be reasonably acceptable to the Company (the “AccountingFirm”) which shall provide detailed supporting calculations both to the Company and the Executivewithin 15 business days of the receipt of notice from the Executive that there has been a Payment,or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firmshall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to thisSection 10, shall be paid by the Company to the Executive within five days of the receiptof the Accounting Firm’s determination, but in any event no later than the end of the Executive’staxable year next following the taxable year in which the Executive remits the related taxes. Anydetermination by the Accounting Firm shall be binding upon the Company and the Executive.     11. Certain Covenants          (a) Confidential Information; Return of Company Documents and Property.
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 i. Executive acknowledges that Executive’s employment hereunderwill necessarily involve Executive’s understanding of and access to certaintrade secrets and confidential information pertaining to the businesses andactivities of the Company and its Subsidiaries. The Executive shall hold in afiduciary capacity for the benefit of the Company all secret or confidentialinformation, knowledge or data relating to the Company or any of its affiliatedcompanies, and their respective businesses, which shall have been obtained bythe Executive during the Executive’s employment by the Company or any of itsaffiliated companies and which shall not be or become public knowledge (otherthan by acts by the Executive or representatives of the Executive in violationof this Agreement) (collectively “Confidential Information”). Aftertermination for any reason of the Executive’s employment with the Company, theExecutive shall not, without the prior written consent of the Company or as mayotherwise be required by law or legal process, communicate or divulge anyConfidential Information to anyone other than the Company and those designatedby it.  ii. Upon termination of Executive’s employment with the Companywhether by reason of the termination or expiration of this Agreement, theExecutive shall return to the Company (i) all documents within Executive’spossession, custody, or control relating to the business and affairs of theCompany, or its products or customers; and (ii) all other Company propertywithin Executive’s possession, custody, or control including, but not limitedto, credit cards issued to Executive by the Company, office keys or card keys,office passes or badges, office equipment, supplies, facsimile machines,copiers, computers and peripheral equipment, answering machines, or any otherproperty or equipment furnished to Executive or paid for by the Company.          (b) Non-Solicitation. During the Term and the Employment Period, and extending for aperiod of [                    ] months (the “Restricted Period”), Executive will not directly orindirectly, and will not assist directly or indirectly any other Person to (A) hire or engage inany capacity any employee of the Company or any of its subsidiaries (or any person who was anemployee of the Company or any of its affiliates within twelve (12) months of the date such hiringor engagement occurs) or solicit or seek to persuade any employee of the Company or any of itssubsidiaries to discontinue such employment, or (B) solicit or encourage any independent contractorproviding services to the Company or any of its subsidiaries to terminate or diminish itsrelationship with them.          (c) Non-Disparagement. During the Restricted Period, Executive agrees not to make anypublic statement that is intended to or could reasonably be expected to disparage the Company orits affiliates or any of their products, services, shareholders, directors, officers or employees.          (d) Trade Secrets and Intellectual Property.
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 i. The Executive hereby agrees that all inventions (whether or notpatentable or reduced to practice), patents, innovations, improvements,developments, works of authorship, copyrights, materials, documents and allother intellectual property and work product (including, without limitation,software, code, databases, systems, applications, methods, designs, analyses,drawings, reports, presentations, research, textual works, content, artwork,graphics or audiovisual materials) that relate to the Company or any of itssubsidiaries’ actual or anticipated business, research and development orexisting or future products or services and that are authored, conceived,invented, designed, developed, made, or otherwise created, or contributed to,by the Executive while employed by the Company or any of its subsidiaries (asapplicable) (whether before or after the date hereof) (collectively, “WorkProduct”) belong to and are the property of the Company and itssubsidiaries, and hereby irrevocably assigns, transfers and conveys, to theextent permitted by applicable law, all right, title and interest in and to allWork Product (including, without limitation, all intellectual property rightstherein and thereto on a worldwide basis) (including, without limitation,rights under patent, copyright, trademark, trade secret, unfair competition andrelated laws) to the Company (to the extent all right, title and interest doesnot automatically under applicable law vest originally in the Company or one ofits subsidiaries, as applicable), and waives any moral rights therein to thefullest extent permitted under applicable law. The Executive will promptlydisclose such Work Product to the Company and execute such documents andperform all other actions as may be reasonably requested by the Company(whether during or after the Executive’s employment with the Company or itssubsidiary (as applicable)) to establish and confirm the Company or itssubsidiary’s ownership of such Work Product (including, without limitation,assignments, consents, powers of attorney and other instruments) and to assistthe Company and its subsidiaries in validating, effectuating, maintaining,protecting, enforcing, perfecting, recording, patenting or registering any ofits rights hereunder.  ii. If required by any applicable law in the United States, therequirements set forth in Section 11(d) of this Agreement shall notapply to an invention that the Executive develops entirely on his or her owntime without using the Company’s equipment, supplies, facilities, or tradesecret information except for those inventions that either: (i) relate at thetime of conception or reduction to practice of the invention to the Company’sor any of its subsidiaries’ business, or actual or demonstrably anticipatedresearch or development of the Company or any of its subsidiaries; or (ii)result from any work performed by the Executive for the Company or any of itssubsidiaries.          (e) Upon the receipt of reasonable notice from the Company (including outside counsel), theExecutive agrees that while employed by the Company and thereafter, the Executive will respond andprovide information with regard to matters in which the Executive
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has knowledge as a result of theExecutive’s employment with the Company, and will provide reasonable assistance to the Company, itsaffiliates and their respective representatives in defense of any claims that may be made againstthe Company or its affiliates, and will assist the Company and its affiliates in the prosecution ofany claims that may be made by the Company or its affiliates, to the extent that such claims mayrelate to the period of the Executive’s employment with the Company. The Executive agrees topromptly inform the Company if the Executive becomes aware of any lawsuits involving such claimsthat may be filed or threatened against the Company or its affiliates. The Executive also agreesto promptly inform the Company (to the extent that the Executive is legally permitted to do so) ifthe Executive is asked to assist in any investigation of the Company or its affiliates (or theiractions), regardless of whether a lawsuit or other proceeding has then been filed against theCompany or its affiliates with respect to such investigation, and shall not do so unless legallyrequired. Upon presentation of appropriate documentation, the Company shall pay or reimburse theExecutive in accordance with the Company’s expense reimbursement policy in effect from time to timefor all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by theExecutive in complying with this Section 11(e).          (f) In signing this Agreement, Executive gives the Company assurance that Executive hascarefully read and considered all the terms and conditions of this Section 11. Executiveagrees that these restraints are necessary for the reasonable and proper protection of the Companyand its affiliates and their trade secrets and Confidential Information and that each and every oneof the restraints is reasonable in respect to subject matter, length of time and geographic area,and that these restraints, individually or in the aggregate, will not prevent Executive fromobtaining other suitable employment during the period in which Executive is bound by therestraints. Executive acknowledges that each of these covenants has a unique, very substantial andimmeasurable value to the Company and its affiliates, that Executive has sufficient assets andskills to provide a livelihood while such covenants remain in force and that, as a result of theforegoing, in the event that Executive breaches such covenants, monetary damages would be aninsufficient remedy for the Company and equitable enforcement of the covenant would be proper.Executive therefore agrees that the Company, in addition to any other remedies available to it,will be entitled to preliminary and permanent injunctive relief against any breach by Executive ofany of those covenants, without the necessity of showing actual monetary damages or the posting ofa bond or other security. Executive and the Company further agree that, in the event that anyprovision of this Section 11 is determined by any court of competent jurisdiction to beunenforceable, that provision will be deemed to be modified to permit its enforcement to themaximum extent permitted by law. Executive further covenants that Executive will not challenge thereasonableness or enforceability of any of the covenants set forth in this Section 11. Itis also agreed that each of the Company’s affiliates will have the right to enforce all ofExecutive’s obligations to that affiliate under this Section 11.     12. Successors. This Agreement is personal to the Executive and without the priorwritten consent of the Company shall not be assignable by the Executive otherwise than by will orthe laws of descent and distribution. This Agreement shall inure to the benefit of and beenforceable by the Executive’s legal representatives. This Agreement shall inure to the benefitof and be binding upon the Company and its successors and assigns. The Company may assign theagreement to any acquirer involved in a transaction that constitutes a Change in Control underclause (f) of the definition of Change in Control in this Agreement. The Company shall
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require anysuccessor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all orsubstantially all of the business and/or assets of the Company to assume expressly and agree toperform this Agreement in the same manner and to the same extent that the Company would be requiredto perform it if no such succession had taken place.     13. Miscellaneous.          (a) This Agreement shall be governed by and construed in accordance with the laws of the Stateof Delaware without reference to principles of conflict of laws. The captions of this Agreementare not part of the provisions hereof and shall have no force or effect. This Agreement may not beamended or modified otherwise than by a written agreement executed by the parties hereto or theirrespective successors and legal representatives.
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          (b) All notices and other communications hereunder shall be in writing and shall be given byhand delivery to the other party or by registered or certified mail, return receipt requested,postage prepaid, addressed as follows:If to the Executive (see address on signature page hereto):If to the Company:Centennial Communications Corp