(b) No Payments Without Release. The Executive shall not be entitled to any of thecompensation, benefits or other payments provided herein in respect of the termination of hisemployment, unless and until he has provided to the Company a full release of claims, substantiallyin the form of Appendix I attached hereto, which release shall be dated not earlier thanthe date of the termination of his employment, which release shall be executed within 30 days ofExecutive’s termination of employment.          (c) Voluntary Resignation or Termination for Cause.               (i) In the event of the Executive’s Voluntary Resignation or termination of his employment bythe Company for Cause, the Executive shall not be entitled to any compensation, benefits, awards orother payments in connection with such termination of his employment, except as provided inparagraph (a) of this Section 4.               (ii) The Executive shall not be deemed to have been terminated for Cause under this Agreement,unless the following procedures have been observed: To terminate the Executive for Cause, the Boardmust deliver to the Executive notice of such termination in writing, which notice must specify thefacts purportedly constituting Cause in reasonable detail. The Executive will have the right,within 10 calendar days of receipt of such notice, to submit a written request for review by theBoard. If such request is timely made, within a reasonable time thereafter, the Board (with alldirectors attending in person or by telephone) shall give the Executive the opportunity to be heard(personally or by counsel). Following such hearing, unless a majority of the directors then inoffice confirm that the Executive’s termination was for Cause, the Executive’s termination shall bedeemed to have been made by the Company without Cause for purposes of this Agreement.          (d) Death or Long-Term Disability. In the event of the Executive’s death or Long-TermDisability, the Executive (or his estate or personal representative) shall be entitled to receive(i) the proceeds of any life insurance policy carried by the Company with respect to the Executive,(ii) payments pursuant to any long-term disability insurance policy carried by the Company withrespect to the Executive.          (e) Involuntary Termination. In the event Executive’s employment isterminated under circumstances constituting an Involuntary Termination, the Executive shall beentitled to receive:               (i) within fifteen (15) calendar days after the Date of Termination, the Executive’s AccruedCompensation and Pro-Rata Bonus through the Date of Termination; and               (ii) within fifteen (15) calendar days after the period for revocation of the release haselapsed, the amount in cash equal to the sum of the Executive’s annual Base Salary and theExecutive’s Target Bonus in effect as of the Date of Termination; and               (iii) for eighteen (18) months after the period for revocation of the release has elapsedcontinuation of the Benefits, as if the Executive’s employment had not been terminated; *provided,however*, that if the Executive commences employment with another employer during such eighteen(18) month period and is eligible to receive medical benefits under the new employer’s plan(s), theBenefits shall terminate as of the date the Executive becomes eligible to receive such benefits;               (iv) within fifteen (15) calendar days after the after the period for revocation of therelease has elapsed, an amount equal to the contributions to the Company’s retirement plans onbehalf of the Executive that would have been made for the benefit of the Executive if theExecutive’s employment had continued for twelve (12) months after the Date of Termination, assumingfor this purpose that all benefits under any such retirement plans were fully vested and that theExecutive’s compensation during such twelve (12) months were the same as it had been immediatelyprior to the Date of Termination; and               (v) reimbursement, up to $15,000, for outplacement services reasonably selected by theExecutive incurred by the end of the second calendar year after termination of employment suchreimbursement to occur by the end of the following calendar year.     **5.****Effect on Option, Restricted Stock and Restricted Unit Agreements****.**          (a) In the event Options held by the Executive are assumed by the surviving entity inconnection with a Change in Control, if an Involuntary Termination of Executive’s employment occursfollowing the Change of Control before the end of the CIC Period, vesting of any and all assumedOptions held by the Executive shall be accelerated so that all unexpired Options then held by theExecutive shall be fully vested and exercisable immediately upon the Involuntary Termination.
 

 
          (b) In the event Restricted Stock and RSUs held by the Executive are assumed by the survivingentity in connection with a Change in Control, if an Involuntary Termination of Executive’semployment occurs following the Change of Control before the end of the CIC Period, vesting of anyand all assumed Restricted Stock and RSUs held by the Executive shall be accelerated so that allRestricted Stock and RSUs then held by the Executive shall be fully vested and exercisableimmediately upon the Involuntary Termination.          (c) The termination of the Executive’s employment by the Company withoutCause during a Pending Change in Control shall have no effect on the vesting of the Options,Restricted Stock or RSUs then held by the Executive, and no shares of Common Stock shall bedelivered to the Executive in connection with the RSUs held by the Executive at the time of thetermination of his employment unless the Change in Control is effected within three (3) monthsfollowing the Date of Termination. If the Change in Control is effected, then the Options,Restricted Stock and RSUs held by the Executive as of the Date of Termination shall be treated asif the Executive’s employment had not been terminated and the Executive shall have rights as setforth under Section 5(a) above. If the Change in Control is not effected within three (3) monthsfollowing the Date of Termination, then the Options, Restricted Stock and RSUs held by theExecutive as of the Date of Termination shall be treated as if the Executive’s employment had beenterminated as of such three-month anniversary of the Date of Termination.          (d) In the event the Executive’s employment is terminated by the Company under anycircumstances other than those described in paragraphs (a) through (c) of this Section 5, theeffect of such termination of employment on the Options, Restricted Stock and/or RSUs then held bythe Executive shall be as set forth in the agreements representing such Options, Restricted Stockand/or RSUs.     **6.****Mitigation****.**In no event shall the Executive be obligated to seek other employment ortake any other action by way of mitigation of the amounts payable to the Executive under any of theprovisions of this Agreement, and except as set forth in Section 4 , such amounts shall notbe reduced whether or not the Executive obtains other employment.     **7.****Successors****.**          (a) This Agreement is personal to the Executive, and, without the prior written consent of theCompany, shall not be assignable by the Executive other than by will or the laws of descent anddistribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’slegal representatives.          (b) This Agreement shall inure to the benefit of and be binding upon the Company and itssuccessors and assigns.          (c) The Company shall require any successor (whether direct or indirect, by purchase, merger,consolidation or otherwise) to all or substantially all of the business and/or assets of theCompany to assume expressly and agree to perform this Agreement in the same manner and to the sameextent that the Company would be required to perform it if no such succession had taken place.     **8.****Miscellaneous****.**          (a) The captions of this Agreement are not part of the provisions hereof and shall have noforce or effect. This Agreement constitutes the entire agreement and understanding of the partiesin respect of the subject matter hereof and supersedes all prior understanding, agreements, orrepresentations by or among the parties, written or oral, to the extent they relate in any away tothe subject matter hereof; *provided, however*, this Agreement shall have no effect on anyconfidentiality agreements or assignment of inventions agreements between the parties. ThisAgreement may not be amended or modified other than by a written agreement executed by the partieshereto or their respective successors and legal representatives.          (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:Gregg Patterson