**Exhibit 10.5**

** **

**NITROMED, INC.**

** **

Agreement

 

THIS AGREEMENT by and between NitroMed, Inc., aDelaware corporation (the “Company”), and                             (the “Employee”) is made as of the date set forth below (the “Effective Date”).

 

WHEREAS, the Company recognizes that, as is the casewith many publicly-held corporations, the possibility of a change in control ofthe Company exists and that such possibility, and the uncertainty and questionswhich it may raise among key personnel, may result in the departureor distraction of key personnel to the detriment of the Company and itsstockholders, and

 

WHEREAS, the Board of Directors of the Company (the “Board”)has determined that appropriate steps should be taken to reinforce andencourage the continued employment and dedication of the Company’s keypersonnel without distraction from the possibility of a change in control ofthe Company and related events and circumstances.

 

NOW, THEREFORE, as an inducement for and inconsideration of the Employee remaining in its employ, the Company agrees thatthe Employee shall receive the severance benefits set forth in this Agreementin the event the Employee’s employment with the Company is terminated under thecircumstances described below subsequent to a Change in Control (as defined in Section 1.1).

 

# 1.               Key Definitions.

#  

As used herein, the following terms shall have thefollowing respective meanings:

 

## 1.1                                 “Changein Control” means an event or occurrence set forth in any one or more ofsubsections (a) through (d) below (including an event or occurrencethat constitutes a Change in Control under one of such subsections but isspecifically exempted from another such subsection):

##  

#### (a)                                  theacquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”)) (a “Person”) of beneficial ownership of any capital stock of the Companyif, after such acquisition, such Person beneficially owns (within the meaningof Rule 13d-3 promulgated under the Exchange Act) 50%or more of either (x) the then-outstandingshares of common stock of the Company (the “Outstanding Company Common Stock”)or (y) the combined voting power of the then-outstanding securities of theCompany entitled to vote generally in the election of directors (the “OutstandingCompany Voting Securities”); provided, however, that for purposes ofthis subsection (a), the following acquisitions shall not constitute aChange in Control: (i) any acquisition directly from the Company(excluding an acquisition pursuant to the exercise, conversion or exchange ofany security exercisable for, convertible into or exchangeable for common stockor voting securities of the Company, unless the Person exercising, convertingor exchanging such security acquired such security directly from the Company oran underwriter or agent of the Company), (ii) any acquisition by theCompany, (iii)

 

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#### any acquisition by any employee benefit plan (or related trust)sponsored or maintained by the Company or any corporation controlled by theCompany, or (iv) any acquisition by any corporation pursuant to atransaction which complies with clauses (i) and (ii) of subsection (c) ofthis Section 1.1; or

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#### (b)                                 suchtime as the Continuing Directors (as defined below) do not constitute amajority of the Board (or, if applicable, the Board of Directors of a successorcorporation to the Company), where the term “Continuing Director” means at anydate a member of the  Board (i) whowas a member of the Board on the date of the execution of this Agreement or (ii) whowas nominated or elected subsequent to such date by at least a majority of thedirectors who were Continuing Directors at the time of such nomination orelection or whose election to the Board was recommended or endorsed by at leasta majority of the directors who were Continuing Directors at the time of suchnomination or election; provided, however, that there shall beexcluded from this clause (ii) any individual whose initial assumption ofoffice occurred as a result of an actual or threatened election contest withrespect to the election or removal of directors or other actual or threatenedsolicitation of proxies or consents, by or on behalf of a person other than theBoard; or

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#### (c)                                  theconsummation of a merger, consolidation, reorganization, recapitalization orstatutory share exchange involving the Company or a sale or other dispositionof all or substantially all of the assets of the Company in one or a series oftransactions (a “Business Combination”), unless, immediately following suchBusiness Combination, each of the following two conditions is satisfied: (i) allor substantially all of the individuals and entities who were the beneficialowners of the Outstanding Company Common Stock and Outstanding Company VotingSecurities immediately prior to such Business Combination beneficially own,directly or indirectly, more than 50% of the then-outstanding shares of commonstock and the combined voting power of the then-outstanding securities entitledto vote generally in the election of directors, respectively, of the resultingor acquiring corporation in such Business Combination (which shall include,without limitation, a corporation which as a result of such transaction ownsthe Company or substantially all of the Company’s assets either directly orthrough one or more subsidiaries) (such resulting or acquiring corporation isreferred to herein as the “Acquiring Corporation”) in substantially the sameproportions as their ownership, immediately prior to such Business Combination,of the Outstanding Company Common Stock and Outstanding Company VotingSecurities, respectively; and (ii) no Person (excluding any employeebenefit plan (or related trust) maintained or sponsored by the Company or bythe Acquiring Corporation) beneficially owns, directly or indirectly, 50% ormore of the then outstanding shares of common stock of the AcquiringCorporation, or of the combined voting power of the then-outstanding securitiesof such corporation entitled to vote generally in the election of directors(except to the extent that such ownership existed prior to the BusinessCombination); or

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#### (d)                                 approvalby the stockholders of the Company of a complete liquidation or dissolution ofthe Company.

####  

## 1.2                                 “Changein Control Date” means the first date during the Term (as defined in Section 2)on which a Change in Control occurs. Anything in this Agreement to the contrarynotwithstanding, if (a) a Change in Control occurs, (b) the Employee’semployment with the

 

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## Company is terminated prior to the date on which the Change in Controloccurs, and (c) it is reasonably demonstrated by the Employee that suchtermination of employment (i) was at the request of a third party who hastaken steps reasonably calculated to effect a Change in Control or (ii) otherwisearose in connection with or in anticipation of a Change in Control, then forall purposes of this Agreement the “Change in Control Date” shall mean the dateimmediately prior to the date of such termination of employment.

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## 1.3                                 “Cause”means:

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#### (a)                                  theEmployee’s continued failure to substantially perform his reasonableassigned duties (other than any such failure resulting from incapacity due tophysical or mental illness or any failure after the Employee gives writtennotice of termination for Good Reason), which failure is not cured within 30days after a written demand for substantial performance is received by theEmployee from the Chief Executive Officer of the Company which specificallyidentifies the manner in which the Chief Executive Officer believes theEmployee has not substantially performed the Employee’s duties; or

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#### (b)                                 theEmployee’s willful engagement in illegal conduct or gross misconduct which ismaterially injurious to the Company.

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## 1.4                                 “GoodReason” means the occurrence, without the Employee’s written consent, ofany of the events or circumstances set forth in clauses (a) through (f) below.Notwithstanding the occurrence of any such event or circumstance, suchoccurrence shall not be deemed to constitute Good Reason if, prior to the Dateof Termination specified in the Notice of Termination (each as defined in Section 3.2(a))given by the Employee in respect thereof, such event or circumstance has beenfully corrected and the Employee has been reasonably compensated for any lossesor damages resulting therefrom (provided that such right of correction by theCompany shall only apply to the first Notice of Termination for Good Reasongiven by the Employee).

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#### (a)                                  theassignment to the Employee of duties which result in a material diminution ofthe Employee’s position (including status, offices, titles and reportingrequirements), authority or responsibilities in effect immediately prior to theearliest to occur of (i) the Change in Control Date, (ii) the date ofthe execution by the Company of the initial written agreement or instrumentproviding for the Change in Control or (iii) the date of the adoption bythe Board of Directors of a resolution providing for the Change in Control(with the earliest to occur of such dates referred to herein as the “MeasurementDate”);

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#### (b)                                 amaterial reduction in the Employee’s annual base salary as in effect on theMeasurement Date or as the same was or may be increased thereafter fromtime to time;

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#### (c)                                  thefailure by the Company to (i) continue in effect any material compensationor benefit plan or program (including without limitation any life insurance,medical, health and accident or disability plan and any vacation or automobileprogram or policy) (a “Benefit Plan”) in which the Employee participates orwhich is applicable to the Employee immediately prior to the Measurement Date,unless an equitable arrangement

 

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#### (embodied in an ongoing substitute or alternative plan) has been madewith respect to such plan or program or (ii) continue the Employee’sparticipation therein (or in such substitute or alternative plan) on a basisnot materially less favorable, both in terms of the amount of benefits providedand the level of the Employee’s participation relative to other participants,than the basis existing immediately prior to the Measurement Date;

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#### (d)                                 achange by the Company in the location at which the Employee performs his principalduties for the Company to a new location that is more than 50 miles from the location at whichthe Employee performed his principal duties for the Company immediately priorto the Measurement Date; or a requirement by the Company that the Employee travelon Company business to a substantially greater extent than required immediatelyprior to the Measurement Date;

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#### (e)                                  thefailure of the Company to obtain the agreement from any successor to theCompany to assume and agree to perform this Agreement, as required by Section 5.1;or

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#### (f)                                    anymaterial breach by the Company of this Agreement with the Employee.

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The Employee’s right to terminate his employment forGood Reason shall not be affected by his incapacity due to physical or mentalillness.

 

## 1.5                                 “Disability”means the Employee’s absence from the full-time performance of the Employee’sduties with the Company for 180 consecutive calendar days as a result ofincapacity due to mental or physical illness which is determined to be totaland permanent by a physician selected by the Company or its insurers andacceptable to the Employee or the Employee’s legal representative.

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## 1.6                                 “Code”means the Internal Revenue Code of 1986, as amended.

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# 2.               Term of Agreement. This Agreement, and all rights and obligations ofthe parties hereunder, shall take effect upon the Effective Date and shallexpire upon the first to occur of (a) the expiration of the Term (asdefined below) if a Change in Control has not occurred during the Term, (b) thetermination of the Employee’s employment with the Company prior to the Changein Control Date, (c) the date 12 months after the Change in Control Date,if the Employee is still employed by the Company as of such later date, or (d) thefulfillment by the Company of all of its obligations under Sections 4 and5.2 if the Employee’s employment with the Company terminates within 12 monthsfollowing the Change in Control Date. “Term” shall mean the period commencingas of the Effective Date and continuing in effect through December 31,2008; provided, however, that commencing on January 1**,** 2009 and each January 1 thereafter, the Term shall beautomatically extended for one additional year unless, not later than 90 daysprior to the scheduled expiration of the Term (or any extension thereof), theCompany shall have given the Employee written notice that the Term will not beextended.

 

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# 3.               Employment Status; Termination Following Change inControl.

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## 3.1                                 Notan Employment Contract. The Employee acknowledges that this Agreement doesnot constitute a contract of employment or impose on the Company any obligationto retain the Employee as an employee and that this Agreement does not preventthe Employee from terminating employment at any time. If the Employee’semployment with the Company terminates for any reason and subsequently a Changein Control shall occur, the Employee shall not be entitled to any benefitshereunder except as otherwise provided pursuant to Section 1.2.

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## 3.2                                 Terminationof Employment.

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#### (a)                                  Ifthe Change in Control Date occurs during the Term, any termination of theEmployee’s employment by the Company or by the Employee within 12 monthsfollowing the Change in Control Date (other than due to the death of theEmployee) shall be communicated by a written notice to the other party hereto(the “Notice of Termination”), given in accordance with Section 6. AnyNotice of Termination shall: (i) indicate the specific terminationprovision (if any) of this Agreement relied upon by the party giving suchnotice, (ii) to the extent applicable, set forth in reasonable detail thefacts and circumstances claimed to provide a basis for termination of theEmployee’s employment under the provision so indicated and (iii) specifythe Date of Termination (as defined below). The effective date of an employmenttermination (the “Date of Termination”) shall be the close of business on thedate specified in the Notice of Termination (which date may not be lessthan 15 days or more than 120 days after the date of delivery of such Notice ofTermination), in the case of a termination other than one due to the Employee’sdeath, or the date of the Employee’s death, as the case may be.

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#### (b)                                 Thefailure by the Employee or the Company to set forth in the Notice of Terminationany fact or circumstance which contributes to a showing of Good Reason or Causeshall not waive any right of the Employee or the Company, respectively,hereunder or preclude the Employee or the Company, respectively, from assertingany such fact or circumstance in enforcing the Employee’s or the Company’srights hereunder.

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#### (c)                                  AnyNotice of Termination for Cause given by the Company must be given within 90days of the occurrence of the event(s) or circumstance(s) which constitute(s)Cause.

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#### (d)                                 Any Notice of Termination for Good Reasongiven by the Employee must be given within 90 days of the occurrence of theevent(s) or circumstance(s) which constitute(s) Good Reason.

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# 4.               Benefits to Employee.

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## 4.1                                 StockAcceleration. If the Change in Control Date occurs during the Term and theEmployee’s employment with the Company is terminated by the Company (other thanfor Cause, Disability or death) or by the Employee for Good Reason within 12months following the Change in Control Date,           %of the then outstanding and unexercisable options to

 

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## purchase shares of Common Stock of the Company held by the Employeeshall become immediately exercisable in full.

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## 4.2                                 Compensation.If the Change in Control Date occurs during the Term and the Employee’semployment with the Company terminates within 12 months following the Change inControl Date, the Employee shall be entitled to the following benefits:

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#### (a)                                  TerminationWithout Cause or for Good Reason. If the Employee’s employment with theCompany is terminated by the Company (other than for Cause, Disability ordeath) or by the Employee for Good Reason within 12 months following the Changein Control Date, then, subject to Section 4.4 below, the Employee shall beentitled to the following benefits:

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##### (i)                                     theCompany shall pay to the Employee in a lump sum in cash within 30 days afterthe Date of Termination the aggregate of the following amounts:

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###### (1)                                  thesum of (A) the Employee’s base salary through the Date of Termination and (B) the amount of any compensation previously deferred by the Employee (togetherwith any accrued interest or earnings thereon) and any accrued vacation pay, ineach case to the extent not previously paid (the sum of the amounts described inclauses (A) and (B) shall be hereinafter referred to as the “AccruedObligations”); and

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###### (2)                                  theamount equal to (A)         multiplied by (B) the Employee’s highest annual base salary during thetwo-year period prior to the Change in Control Date.

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##### (ii)                                  for         months after the Date ofTermination, or such longer period as may be provided by the terms of theappropriate plan, program, practice or policy, the Company shall continue toprovide benefits to the Employee and the Employee’s family at least equal tothose which would have been provided to them if the Employee’s employment hadnot been terminated, in accordance with the applicable Benefit Plans in effecton the Measurement Date or, if more favorable to the Employee and his family,in effect generally at any time thereafter with respect to other peerexecutives of the Company; provided, however, that if the Employeebecomes reemployed with another employer and is eligible to receive aparticular type of benefits (e.g., health insurance benefits) from suchemployer on terms at least as favorable to the Employee and his family as thosebeing provided by the Company, then the Company shall no longer be required toprovide those particular benefits to the Employee and his family;

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##### (iii)                               to the extent notpreviously paid or provided, the Company shall timely pay or provide to theEmployee any other amounts or benefits required to be paid or provided or whichthe Employee is eligible to receive following the Employee’s termination ofemployment under any plan, program, policy, practice, contract or agreement ofthe Company and its affiliated companies (such other amounts and benefits shallbe hereinafter referred to as the “Other Benefits”); and

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##### (iv)                              forpurposes of determining eligibility (but not the time of commencement ofbenefits) of the Employee for retiree benefits to which the Employee is

 

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##### entitled, the Employee shall be considered to have remained employed bythe Company until          months afterthe Date of Termination.

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#### (b)                                 Resignationwithout Good Reason; Termination for Death or Disability. If the Employeevoluntarily terminates his employment with the Company within 12 monthsfollowing the Change in Control Date, excluding a termination for Good Reason,or if the Employee’s employment with the Company is terminated by reason of theEmployee’s death or Disability within 12 months following the Change in ControlDate, then the Company shall (i) pay the Employee (or his estate, ifapplicable), in a lump sum in cash within 30 days after the Date ofTermination, the Accrued Obligations and (ii) timely pay or provide to theEmployee the Other Benefits.

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#### (c)                                  Terminationfor Cause. If the Company terminates the Employee’s employment with theCompany for Cause within 12 months following the Change in Control Date, thenthe Company shall (i) pay the Employee, in a lump sum in cash within 30days after the Date of Termination, the sum of (A) the Employee’s annualbase salary through the Date of Termination and (B) the amount of anycompensation previously deferred by the Employee, in each case to the extentnot previously paid, and (ii) timely pay or provide to the Employee theOther Benefits.

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## 4.3                                 Mitigation.The Employee shall not be required to mitigate the amount of any payment orbenefits provided for in this Section 4 by seeking other employment orotherwise. Further, except as provided in Section 4.2(a)(ii), the amountof any payment or benefits provided for in this Section 4 shall not bereduced by any compensation earned by the Employee as a result of employment byanother employer, by retirement benefits, by offset against any amount claimedto be owed by the Employee to the Company or otherwise.

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## 4.4                                 Section 409Aof the Code. To the extent that any amount to be paid or provided toEmployee in connection with a separation from service pursuant to thisAgreement is subject to Section 409A of the Code and at the time of theseparation from service the Employee is considered a specified employee withinthe meaning of Section 409A of the Code, then such payment shall not bemade until the date (the “Payment Date”) that is 6 months and 1 day after suchseparation from service (the “Six Month Period”). All amounts which would havebeen paid during such Six Month Period will be paid in a lump sum on suchPayment Date.

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# 5.               Successors.

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## 5.1                                 Successorto Company. The Company shall require any successor (whether direct orindirect, by purchase, merger, consolidation or otherwise) to all orsubstantially all of the business or assets of the Company expressly to assumeand agree to perform this Agreement to the same extent that the Companywould be required to perform it if no such succession had taken place. Failureof the Company to obtain an assumption of this Agreement at or prior to theeffectiveness of any succession shall constitute Good Reason if the Employeeelects to terminate employment, except that for purposes of implementing theforegoing, the date on which any such succession becomes effective shall bedeemed the Date of Termination. As used in this Agreement, “Company” shall meanthe Company as defined above

 

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## and any successor to its business or assets as aforesaid which assumesand agrees to perform this Agreement, by operation of law or otherwise.

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## 5.2                                 Successorto Employee. This Agreement shall inure to the benefit of and beenforceable by the Employee’s personal or legal representatives, executors,administrators, successors, heirs, distributees, devisees and legatees. If theEmployee should die while any amount would still be payable to the Employee orhis family hereunder if the Employee had continued to live, all such amounts,unless otherwise provided herein, shall be paid in accordance with the terms ofthis Agreement to the executors, personal representatives or administrators ofthe Employee’s estate.

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# 6.               Notice. All notices, instructions and other communications given hereunder or inconnection herewith shall be in writing. Any such notice, instruction orcommunication shall be sent either (i) by registered or certified mail,return receipt requested, postage prepaid, or (ii) prepaid via a reputablenationwide overnight courier service, in each case addressed to the Company, at125 Spring Street, Lexington, MA 02421-7801, Attention:  Secretary, with a copy to Steven D. Singer, Esq.,Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, MA 02109,and to the Employee at the Employee’s address indicated on the signature page ofthis Agreement (or to such other address as either the Company or the Employee may havefurnished to the other in writing in accordance herewith). Any such notice,instruction or communication shall be deemed to have been delivered fivebusiness days after it is sent by registered or certified mail, return receiptrequested, postage prepaid, or one business day after it is sent via areputable nationwide overnight courier service. Either party may give anynotice, instruction or other communication hereunder using any other means, butno such notice, instruction or other communication shall be deemed to have beenduly delivered unless and until it actually is received by the party for whomit is intended.

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# 7.               Miscellaneous.

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## 7.1                                 Employmentby Subsidiary. For purposes of this Agreement, the Employee’s employmentwith the Company shall not be deemed to have terminated solely as a result ofthe Employee continuing to be employed by a wholly-owned subsidiary of theCompany.

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## 7.2                                 Severability.The invalidity or unenforceability of any provision of this Agreement shall notaffect the validity or enforceability of any other provision of this Agreement,which shall remain in full force and effect.

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## 7.3                                 InjunctiveRelief. The Company and the Employee agree that any breach of thisAgreement by the Company is likely to cause the Employee substantial andirrevocable damage and therefore, in the event of any such breach, in additionto such other remedies which may be available, the Employee shall have theright to specific performance and injunctive relief.

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## 7.4                                 GoverningLaw. The validity, interpretation, construction and performance of thisAgreement shall be governed by the internal laws of the Commonwealth ofMassachusetts, without regard to conflicts of law principles.

 

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## 7.5                                 Waivers.No waiver by the Employee at any time of any breach of, or compliance with, anyprovision of this Agreement to be performed by the Company shall be deemed awaiver of that or any other provision at any subsequent time.

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## 7.6                                 Counterparts.This Agreement may be executed in counterparts, each of which shall bedeemed to be an original but both of which together shall constitute one andthe same instrument.

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## 7.7                                 TaxWithholding. Any payments provided for hereunder shall be paid net of anyapplicable tax withholding required under federal, state or local law.

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## 7.8                                 EntireAgreement. This Agreement sets forth the entire agreement of the partieshereto in respect of the subject matter contained herein and supersedes allprior agreements, promises, covenants, arrangements, communications,representations or warranties, whether oral or written, by any officer,employee or representative of any party hereto in respect of the subject mattercontained herein; and any prior agreement of the parties hereto in respect ofthe subject matter contained herein is hereby terminated and cancelled. For theavoidance of doubt, this Agreement provides for the payment of benefits to theEmployee, if any, solely in the event of a Change of Control in accordance withthe terms of this Agreement. This Agreement does not provide for the payment ofbenefits to the Employee in the event of termination other than in connectionwith a Change of Control in accordance with the terms of this Agreement. Accordingly,in no event will the Employee be entitled to payments pursuant to both Section 4.2of this Agreement and any other severance agreements, promises, covenants,arrangements, communications, representations or warranties, whether oral orwritten, made by any officer, employee or representative of the Company,including without limitation either (x) severance arrangements provided for inan offer letter of employment with the Company or (y) in that certain ExecutiveSeverance Benefit Plan dated March 20, 2006 (the “Severance Plan”), assuch Severance Plan may be superceded, modified or amended by the Company.

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## 7.9                                 Amendments.This Agreement may be amended or modified only by a written instrumentexecuted by both the Company and the Employee.

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## 7.10                           Employee’sAcknowledgements. The Employee acknowledges that he: (a) has read thisAgreement; (b) has been represented in the preparation, negotiation, andexecution of this Agreement by legal counsel of the Employee’s own choice orhas voluntarily declined to seek such counsel; (c) understands the termsand consequences of this Agreement; and (d) understands that the law firmof Wilmer Cutler Pickering Hale and Dorr LLP is acting as counsel to theCompany in connection with the transactions contemplated by this Agreement, andis not acting as counsel for the Employee.

 

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IN WITNESS WHEREOF, the parties hereto have executedthis Agreement as of the day and year set forth below.

 
|   | **NITROMED, INC.** |
|--------|-------------------------|
|   |                    |
|   | By:                     |   |   |
|   |                    |
|   | Title:                  |   |   |
|   |                    |
|   |                    |   |
|   |                    |
|   | **[NAME OF EMPLOYEE]**  |
|   |                    |
|   |                    |   |
|   | Signature               |
|   |                    |
|   | Address:                |
|   |                    |
|   |                    |   |
|   |                    |
|   |                    |   |
|   |                    |
|   |                    |   |
|   |                    |
|   | Date:                   |   |   |
|        |                         |  |  |  |  |

 

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**NitroMed, Inc.**

 

**Schedule ofExecutive Officers Party to Form of Agreement Attached Hereto**

 

The executive officers of NitroMed, Inc. namedbelow have entered into the preceding form of Agreement. The followingchart illustrates the material differences in the terms of the form ofAgreement entered into by each such executive officer:

 
| **Name of  Executive Officer** | ** ** | **Date of  Agreement** | ** ** | **Stock  Acceleration**                           | ** ** | **Severance  Payment**                                                                             | ** ** | **Period of  Continuation  of Benefits** | ** ** | **Period of  Determining  Eligibility for  Retiree Benefits** |
|--------------------------------|------------|------------------------|------------|---------------------------------------------------|------------|----------------------------------------------------------------------------------------------------|------------|------------------------------------------|------------|---------------------------------------------------------------|
| Michael L.  Sabolinski, M.D.   |       | 4/10/06                |       | 100% of then outstanding stock options accelerate |       | 100% of highest annual base salary during the  two-year period prior to the change in control date |       | 12 months after date of termination      |       | 12 months after date of termination                           |
|                           |       |                   |       |                                              |       |                                                                                               |       |                                     |       |                                                          |
| L. Gordon Letts,  Ph.D.        |       | 4/5/06                 |       | 100% of then outstanding stock options accelerate |       | 100% of highest annual base salary during the  two-year period prior to the change in control date |       | 12 months after date of termination      |       | 12 months after date of termination                           |
|                           |       |                   |       |                                              |       |                                                                                               |       |                                     |       |                                                          |
| Mark H. Pavao                  |       | 4/5/06                 |       | 100% of then outstanding stock options accelerate |       | 100% of highest annual base salary during the  two-year period prior to the change in control date |       | 12 months after date of termination      |       | 12 months after date of termination                           |
|                           |       |                   |       |                                              |       |                                                                                               |       |                                     |       |                                                          |
| Gerald Bruce                   |       | 4/26/06                |       | 100% of then outstanding stock options accelerate |       | 200% of highest annual base salary during the  two-year period                                     |       | 24 months after date of termination      |       | 24 months after date of termination                           |

 

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|                   |   |    |   |                                             |   | prior to the change in control date

 

AND

 

Average of last 2 annual bonuses received or current  bonus target or bonus guarantee, whichever is higher

 

AND

 

Any cost of living payments existing at the time of  the change in control date |   |                               |   |                               |
|------------------------|--------|---------|--------|--------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------|--------|------------------------------------|
|                   |   |    |   |                                             |   |                                                                                                                                                                                                                                                                       |   |                               |   |                               |
| James G. Ham, III |   | 4/9/06  |   | 50% of then outstanding stock options accelerate |   | 50% of highest annual base salary during the  two-year period prior to the change in control date                                                                                                                                                                          |   | 6 months after date of termination |   | 6 months after date of termination |
|                   |   |    |   |                                             |   |                                                                                                                                                                                                                                                                       |   |                               |   |                               |
| Jane A. Kramer         |   | 4/11/06 |   | 50% of then outstanding stock options accelerate |   | 50% of highest annual base salary during the  two-year period prior to the change in control date                                                                                                                                                                          |   | 6 months after date of termination |   | 6 months after date of termination |
|                   |   |    |   |                                             |   |                                                                                                                                                                                                                                                                       |   |                               |   |                               |
| Lisa E. Kelly          |   | 4/11/06 |   | 50% of then outstanding stock options            |   | 50% of highest annual base                                                                                                                                                                                                                                                 |   | 6 months after date of             |   | 6 months after date of             |

 

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|   |   |   |   | accelerate |   | salary during the two-year period prior to the  change in control date |   | termination |   | termination |
|--------|--------|--------|--------|------------|--------|------------------------------------------------------------------------|--------|-------------|--------|-------------|

 

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