(b) (i) the Company has delivered written notice to the Employee of its intention to terminatehis employment for Cause within ninety (90) days after the Company has actual knowledge of thefacts and circumstances upon which it seeks to rely as a basis for its right to terminate forCause, (ii) such notice sets forth in reasonable detail such facts and circumstances and (iii) theEmployee has failed to correct any of the events listed in Section 1.1.1(a) above, if such eventsare reasonably capable of being corrected, within thirty (30) days following delivery of theCompany’s written notice of its intention to terminate for Cause.**1.1.2 Change in Control. “Change in Control”**means the occurrence, in a single transaction orin a series of related transactions, of any one or more of the following events: (a) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of theCompany representing more than fifty (50%) of the combined voting power of the Company’s thenoutstanding securities other than by virtue of a merger, consolidation or similar transaction,which is covered by Section 1.1.2(b). Notwithstanding the foregoing, a Change in Control shall notbe deemed to occur (A) on account of the acquisition of securities of the Company from the Companyby an investor, any affiliate (as such term is defined in Rule 405 of the Securities Act) thereofor any other Exchange Act Person in a transaction or series of related transactions the primarypurpose of which is to obtain financing for the Company through the issuance of equity securitiesor (B) solely because the level of Ownership held by any Exchange Act Person (the ***“Subject Person”***)exceeds the designated percentage threshold of the outstanding voting securities as a result of arepurchase or other acquisition of voting securities by the Company reducing the number of sharesoutstanding, provided that if a Change in Control would occur (but for the operation of thissentence) as a result of the acquisition of voting securities by the Company, and after such shareacquisition, the Subject Person becomes the Owner of any additional voting securities that,assuming the repurchase or other acquisition had not occurred, increases the percentage of the thenoutstanding voting securities Owned by the Subject Person over the designated percentage threshold,then a Change in Control shall be deemed to occur;(b) there is consummated a merger, consolidation or similar transaction involving, directly orindirectly, the Company and, immediately after the consummation of such merger, consolidation orsimilar transaction, the stockholders of the Company immediately prior thereto do not Own, directlyor indirectly, either (i) outstanding voting securities representing more than fifty percent (50%)of the combined outstanding voting power of the surviving Entity in such merger, consolidation orsimilar transaction or (ii) more than fifty percent (50%) of the combined outstanding voting powerof the parent of the surviving Entity in such merger, consolidation or similar transaction, in eachcase in substantially the same proportions as their Ownership of the outstanding voting securitiesof the Company immediately prior to such transaction;(c) the stockholders of the Company approve or the Board approves a plan of completedissolution or liquidation of the Company, or a complete dissolution or liquidation of the Companyshall otherwise occur;
 
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(d) there is consummated a sale, lease, exclusive license or other disposition of all orsubstantially all of the consolidated assets of the Company and its Subsidiaries, other than asale, lease, license or other disposition of all or substantially all of the consolidated assets ofthe Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the combined votingpower of the voting securities of which are Owned by stockholders of the Company in substantiallythe same proportions as their Ownership of the outstanding voting securities of the Companyimmediately prior to such sale, lease, license or other disposition;(e) individuals who, on the Effective Date, are members of the Board (the ***“Incumbent Board”***)cease for any reason to constitute at least a majority of the Board; *provided, however,*that if theappointment or election (or nomination for election) of any new director was approved orrecommended by a majority vote of the Incumbent Board, such new director shall, for purposes ofthis Agreement, be considered a member of the Incumbent Board.The term Change in Control shall not include a sale of assets, merger or other transaction effectedexclusively for the purpose of changing the domicile of the Company.**1.1.3 Code. “Code”**means the Internal Revenue Code of 1986, as amended.**1.1.4 Disability. “Disability”**means (a) the Employee has suffered a physical or mentalsickness or injury that impairs the Employee’s ability to substantially perform the Employee’sfull-time duties with the Company for a period of one hundred eighty (180) consecutive days andthat qualifies the Employee for benefits under the Company’s group long-term disability plan, and(b) the Employee has not substantially returned to full time employment within thirty (30) daysafter the Company gives the Employee notice that he or she is being terminated by the Company dueto the sickness or injury specified in clause (a) of this Section 1.1.4.**1.1.5 Entity. “Entity”**means a corporation, partnership, limited liability company or otherentity.**1.1.6 Equity Award. “Equity Award”**means any stock option, restricted stock award, restrictedstock unit or other equity incentive award of any type granted by the Company to the Employee,whether granted before, on or after the Effective Date, as the same may be adjusted or converted asa result of any recapitalization, stock dividend, spin-off or similar event.**1.1.7 Equity Plan. “Equity Plan”**means any stock option plan, restricted stock plan or otherequity incentive or equity compensation plan of the Company.**1.1.8 Exchange Act. “Exchange Act”**means the Securities Exchange Act of 1934, as amended.
 
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**1.1.9 Exchange Act Person. “Exchange Act Person”**means any natural person, Entity or “group”(within the meaning of Section 13(d) or 14(d) of the ExchangeAct), except that “Exchange Act Person” shall not include (i) the Company or any Affiliate,(ii) any employee benefit plan of the Company or any Affiliate or any trustee or other fiduciaryholding securities under an employee benefit plan of the Company or any Affiliate, (iii) anunderwriter temporarily holding securities pursuant to an offering of such securities, (iv) anEntity Owned, directly or indirectly, by the stockholders of the Company in substantially the sameproportions as their Ownership of stock of the Company; or (v) any natural person, Entity or“group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of theEffective Date, is the Owner, directly or indirectly, of securities of the Company representingmore than fifty percent (50%) of the combined voting power of the Company’s then outstandingsecurities.**1.1.10 Good Reason. “Good Reason”**means, with respect to the Employee, the occurrence of oneor more of the following events or conditions, without the Employee’s express prior written consent(which may be withheld for any reason or no reason), provided that upon the first occurrence of anysuch event or condition, the Employee shall have given the Company written notice that he or she isresigning his or her employment with the Company due to the occurrence of such event or conditionand the Company shall not have corrected the situation within ten (10) days after the Employeegives such notice:(a) a material reduction in the Employee’s duties, positions, titles, offices, authority orresponsibilities relative to the duties, positions, titles, offices, authority or responsibilitiesin effect immediately prior to the Change in Control; the assignment to the Employee of any dutiesor responsibilities that are substantially inconsistent with the Employee’s duties, positions,titles, offices, authority or responsibilities as in effect immediately before such assignment; orany removal of the Employee from or failure to reappoint or reelect the Employee to any of suchpositions, titles or offices; provided that any of the foregoing that result solely from the factthat the Company is no longer a publicly traded and listed company shall not by itself constituteGood Reason under this Section 1.1.10(i);(b) a reduction in the Employee’s base salary as in effect immediately prior to the Change inControl;(c) a reduction in the Employee’s bonus or other cash incentive compensation opportunity as ineffect immediately prior to the Change in Control; a reduction or negative change in the Employee’sequity award or other long-term non-cash incentive opportunities (the value of which is measured asof the date of grant using a reasonable valuation methodology consistently applied); or a reductionor negative change in the Employee’s benefits other than base salary, bonus or other cash and noncash incentive compensation as in effect immediately prior to the Change in Control; provided,however, that Good Reason shall not exist under this Section 1.1.10(c) if after a Change inControl, the Company offers the Employee a range of cash and non-cash bonus and incentiveopportunities and other benefits which, taken as a whole, are comparable to the cash and non-cashbonus and incentive opportunities and other benefits provided to the Employee immediately prior tothe Change in Control;(e) the failure of the Company to timely pay or provide to the Employee any portion of theEmployee’s compensation or benefits then due to the Employee;
 
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(f) a relocation of the Employee’s principal place of employment that will result in anincrease of more than thirty (30) miles in the Employee’s one-way commute as compared to theEmployee’s one-way commute prior to the Change of Control;(g) any material breach by the Company of this Agreement or any other material agreementbetween the Company and the Employee, including any employment agreement, indemnification agreementor agreement relating to any Equity Award; or(h) the failure by the Company to obtain, before a Change in Control occurs, an agreement inwriting from any successors and assigns to all or substantially all of the business or assets ofthe Company to assume and agree to perform this Agreement unless otherwise assumed by suchsuccessors and assigns by operation of law.**1.1.11 “Own,” “Owned,” “Owner,” “Ownership”.**A person or Entity shall be deemed to “Own,” tohave “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person orEntity, directly or indirectly, through any contract, arrangement, understanding, relationship orotherwise, has or shares voting power, which includes the power to vote or to direct the voting,with respect to such securities.**1.1.12 Securities Act. “Securities Act”**means the Securities Act of 1933, as amended.**1.1.13 Subsidiary. “Subsidiary”**means, with respect to the Company (i) any corporation ofwhich more than fifty percent (50%) of the outstanding capital stock having ordinary voting powerto elect a majority of the board of directors of such corporation (irrespective of whether, at thetime, stock of any other class or classes of such corporation shall have or might have voting powerby reason of the happening of any contingency) is at the time, directly or indirectly, Owned by theCompany and (ii) any partnership in which the Company has a direct or indirect interest (whether inthe form of voting or participation in profits or capital contribution) of more than fifty percent(50%).**2.****Termination in Connection With a Change in Control****.****2.1 Termination by the Company without Cause; Resignation by the Employee for Good Reason.**Ifwithin ninety (90) days before or [___] days following a Change in Control, the Companyterminates the Employee’s employment without Cause or the Employee resigns for Good Reason, thennotwithstanding any contrary provision contained in any of the Employee’s outstanding Equity Awardsor in any of the Company’s Equity Plans, all Equity Awards held by the Employee shall immediatelybecome fully vested, all restrictions set forth in such Equity Awards related to the passage oftime and/or continued employment shall immediately lapse, all option shares and other rightsexercisable under such Equity Awards shall immediately become fully exercisable, and the Employeeshall have continued exercisability of each Company stock option and stock appreciation right heldby the Employee (if any) for the remaining term of each such Equity Award; *provided, however, that*for stock options and stock appreciation rights granted prior to the Effective Date, such periodshall notexceed the latest date possible that would not cause such option or stock appreciation rightto become subject to Section 409A of the Code.
 
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**2.2 Release.**The Employee shall not receive any of the benefits set forth under Section 2.1hereof, unless and until, the Employee furnishes the Company with an effective waiver and releaseof claims (the ***“Release”***) in the form attached hereto as **Exhibit A**.**2.3 Termination for Death, Disability or Cause.**Nothing in this Agreement shall beinterpreted to entitle the Employee to any of the rights provided for in Section 2.1 hereof uponthe termination of the Employee’s employment due to death, Disability or Cause.**2.4 Parachute Payments.****2.4.1**Anything in this Agreement to the contrary notwithstanding, if any benefit the Employeewould receive from the Company pursuant to this Agreement or otherwise (a “***Payment***”) would (i)constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but forthis sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “***Excise Tax***”),then such Payment shall be equal to the Reduced Amount. The “***Reduced Amount***” shall be either (x)the largest portion of the Payment that would result in no portion of the Payment being subject tothe Excise Tax or (y) the largest portion of the Payment, up to and including the total Payment,whichever amount, after taking into account all applicable federal, state and local employmenttaxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate),results in the Employee’s receipt, on an after-tax basis, of the greater amount of the Payment,notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If areduction in payments or benefits constituting “parachute payments” is necessary so that thePayment equals the Reduced Amount, the amounts payable or benefits to be provided to the Employeeshall be reduced such that the economic loss to the Employee as a result of the “parachute payment”elimination is minimized. In applying this principle, the reduction shall be made in a mannerconsistent with the requirements of Section 409A of the Code and where two economically equivalentamounts are subject to reduction but payable at different times, such amounts shall be reduced on apro rata basis but not below zero.**2.4.2**The Company shall appoint a nationally recognized independent accounting firm to makethe determinations required hereunder, which accounting firm shall not then be serving asaccountant or auditor for the individual, entity or group that effected the Change in Control. TheCompany shall bear all expenses with respect to the determinations by such accounting firm requiredto be made hereunder.**2.4.3**The accounting firm engaged to make the determinations hereunder shall provide itscalculations, together with detailed supporting documentation, to the Company and the Employeewithin fifteen (15) calendar days after the date on which the Employee’s right to a Payment istriggered (if requested at that time by the Company or the Employee) or such other time asrequested by the Company or the Employee. If the accounting firm determines that no Excise Tax ispayable with respect to a Payment, either before or after the application of the Reduced Amount, itshall furnish the Company and the Employee with an opinion reasonably acceptable to the Employeethat no Excise Tax will be imposed with respectto such Payment. The Company shall be entitled to rely upon the accounting firm’sdeterminations, which shall be final and binding on all persons.
 
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**2.5 Mitigation; Exclusivity of Benefits.****2.5.1**The Employee shall not be required to mitigate the amount of any benefits under thisAgreement by seeking other employment or otherwise. The benefits to be provided pursuant toSection 2.1 hereof shall not be reduced by any compensation or benefits payable or provided to theEmployee as a result of employment by another employer after the date of termination or otherwise.**2.5.2**The specific arrangements referred to in this Agreement are not intended to exclude anyother benefits which may be available to the Employee upon a termination of employment with theCompany pursuant to any other agreement between the Company and the Employee, including anyemployment or severance agreement.**3.****Withholding.**All payments required to be made by the Company under this Agreement to the Employee shall besubject to the withholding of such amounts, if any, relating to tax and other payroll deductions asthe Company may reasonably determine should be withheld pursuant to any applicable law orregulation.**4.****Nature of Employment and Obligations.****4.1**Nothing contained in this Agreement shall be deemed to create anything other than aterminable at will employment relationship between the Company and the Employee, and the Companymay terminate the Employee’s employment at any time, subject to providing any benefits specified inthis Agreement in accordance with the terms of this Agreement and subject to any other agreementbetween the Company and the Employee.**4.2**Nothing contained in this Agreement shall create or require the Company to create a trustof any kind to fund any benefits which may be payable under this Agreement, and to the extent thatthe Employee acquires a right to receive benefits from the Company under this Agreement, such rightshall be no greater than the right of any unsecured general creditor of the Company.**5.****Assignment and Binding Effect.**This Agreement shall be binding upon and inure to the benefit of the Employee and theEmployee’s heirs, executors, personal representatives, assigns, administrators and legalrepresentatives. Neither this Agreement nor any rights or obligations under this Agreement shallbe assignable by the Employee. This Agreement shall be binding upon and inure to the benefit ofthe Company and its successors, assigns and legal representatives. The Company shall use its bestefforts to require any successors and assigns to all or substantially all of the business or assetsof the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise) toexpressly assume and agree in writing to be bound by this Agreement and to perform the Company’sobligations under this Agreement in the same manner and to the sameextent that the Company would have been required to perform such obligations had no successionor assignment taken place; provided that no such assumption or agreement by such successors andassigns shall relieve the Company of any of its obligations under this Agreement.
 
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**6.****Choice of Law, Jurisdiction and Waiver of Jury Trial.**This Agreement is made and intended to be performed primarily within the state ofPennsylvania. This Agreement shall be construed and interpreted in accordance with the internallaws of the state of Pennsylvania (without giving effect to principles of conflicts of law). Eachof the parties irrevocably consents to service of process by certified mail, return receiptrequested, postage prepaid, to the address at which such party is to receive notice in accordanceherewith. Each of the parties irrevocably consents to the jurisdiction of the state courts inMontgomery County, Pennsylvania and the federal courts in the Eastern District of Pennsylvania inany and all actions between the parties arising hereunder. THE PARTIES IRREVOCABLY WAIVE ANY RIGHTTO TRIAL BY JURY AS TO ALL CLAIMS UNDER THIS AGREEMENT.**7.****Legal Fees and Expenses.**The Company shall pay or reimburse the Employee on an after-tax basis for all costs andexpenses (including court costs and reasonable legal fees and expenses that reflect common practicewith respect to the matters involved) incurred by the Employee as a result of any claim, action orproceeding arising out of this Agreement or the contesting, disputing or enforcing of anyprovision, right or obligation under this Agreement, except where it is finally determined that theEmployee’s position was substantially without merit and asserted in bad faith.**8.****Integration.**Except as may otherwise be provided herein, this Agreement, including **Exhibit A,**contains thecomplete, final and exclusive agreement of the Parties relating to the terms and conditionscontained herein, and supersedes all prior and contemporaneous oral and written agreements orarrangements between the Parties relating to the matters agreed to in this Agreement.Notwithstanding the foregoing, this Agreement shall not have any effect upon any other employmentagreement, severance agreement, employee agreement, indemnification agreement, confidentialityagreement, Equity Awards, Equity Plan, bonus plans, benefit plans and other agreements orarrangements in effect between the Company and the Employee other than as expressly provided for inthis Agreement. No provision of any future Equity Award, Equity Plan or other agreement betweenthe Company and the Employee shall constitute a modification to any provision of this Agreement,even if such future provision is inconsistent with a provision of this Agreement, unless and onlyto the extent that such future provision specifically refers to this Agreement and includes astatement that the parties expressly intend to modify a provision of this Agreement. No agreementsor representations, oral or otherwise, express or implied, with respect to the subject matterhereof have been made by either party that are not expressly set forth in this Agreement.
 
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**9.****Amendment.**This Agreement cannot be amended or modified except by a written agreement signed by theEmployee and a director who is duly authorized by the Board to sign on their behalf.**10.****Waiver.**No term, covenant or condition of this Agreement or any breach thereof shall be deemed waived,except with the written consent of the Party against whom the waiver is claimed, and any waiver ofany such term, covenant, condition or breach shall be narrowly construed to apply only to thespecific circumstances in which it is given and shall not be deemed to be a waiver of any precedingor succeeding breach of the same or any other term, covenant, condition or breach. No failure toexercise or delay in exercising any power, right, privilege or remedy under this Agreement, and nocourse of dealing between the Parties with respect to any power, right, privilege or remedy underthis Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no singleor partial exercise of any such power, right, privilege or remedy shall preclude any other orfurther exercise thereof or of any other power, right, privilege or remedy under this Agreement.**11.****Severability.**The finding by a court of competent jurisdiction or other authorized body of theunenforceability, invalidity or illegality of any provision of this Agreement shall not render anyother provision of this Agreement unenforceable, invalid or illegal. The invalid or unenforceableterm or provision shall be modified or replaced with a valid and enforceable term or provisionwhich most accurately represents the Parties’ intention with respect to the invalid orunenforceable term or provision.**12.****Interpretation and Construction.**The headings set forth in this Agreement are for convenience of reference only and shall notbe used in interpreting this Agreement. The Employee has been encouraged to consult with theEmployee’s own independent counsel and tax advisors with respect to the terms of this Agreement.The Parties acknowledge that each Party or its counsel has reviewed and revised, or had anopportunity to review and revise, this Agreement, and any rule of construction to the effect thatany ambiguities are to be resolved against the drafting party shall not be employed in theinterpretation of this Agreement.
 
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**13.****Section 409A.**This Agreement is intended to comply with the applicable requirements of Section 409A of theCode and the regulations thereunder, and shall be administered in accordance with Section 409A ofthe Code and the regulations thereunder to the extent Section 409A of the Code and the regulationsthereunder apply to this Agreement. If any payment or benefit cannot be provided or made at thetime specified herein without incurring sanctions under Section 409A, then such benefit or paymentshall be provided in full at the earliest time thereafter when such sanctions will not be imposed.To the extent that any provision of thisAgreement would cause a conflict with the applicable requirements of Section 409A of the Code,such provision shall be deemed null and void. All reimbursements and in-kind benefits providedunder this Agreement shall be made or provided in accordance with the requirements of Section 409A,including, where applicable, the requirement that (i) any reimbursement is for expenses incurredduring the Employee’s lifetime (or during a shorter period of time specified in this Agreement),(ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during acalendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to beprovided, in any other calendar year, (iii) the reimbursement of an eligible expense will be madeon or before the last day of the calendar year following the year in which the expense is incurred,and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchangefor another benefit. For purposes of Section 409A of the Code, all payments to be made upon atermination of employment under this Agreement may only be made upon a “separation from service”within the meaning of such term under Section 409A of the Code, each payment made under thisAgreement shall be treated as a separate payment and the right to a series of installment paymentsunder this Agreement is to be treated as a right to a series of separate payments. In no eventshall the Employee, directly or indirectly, designate the calendar year of payment. Benefitspayable under this Agreement will be subject to the distribution requirements of Section409A(a)(2)(A) of the Code, including, without limitation, the requirement of Section409A(a)(2)(B)(i) of the Code that payment to the Employee be delayed until six (6) months afterseparation from service if the Employee is a “specified employee” within the meaning of theaforesaid Section of the Code at the time of such separation from service. If Employee dies duringthe postponement period prior to the payment of postponed amount, the amounts withheld on accountof Section 409A of the Code shall be paid to the personal representative of Employee’s estatewithin sixty (60) days after the date of the Employee’s death.**14.****Counterparts.**This Agreement may be executed in two counterparts, each of which shall be deemed an original,all of which together shall constitute one and the same instrument, and it shall not be necessaryin making proof of this Agreement to produce or account for more than one original counterparthereof.
 
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**15.****Notices.**All notices and all other communications provided for in this Agreement (including any noticeof termination or resignation of employment) shall be in writing and shall be deemed to be dulygiven, delivered and received by the intended recipient as follows: (a) if personally delivered, onthe business day after it is sent (as evidenced by the receipt of a reputable personal deliveryservice); (b) if mailed by certified or registered mail, postage prepaid, return receipt requested,four (4) business days after such mailing (as evidenced by the receipt for the certified orregistered mail); (c) if sent by overnight delivery service, delivery charges prepaid, on thesecond business day after it is sent (as evidenced by the receipt of a reputable overnight deliveryservice); or (d) if sent by fax or e-mail, on the business day after it is sent, if confirmedwithin forty-eight (48) hours thereafter by a signed original sent in one of the manners set forthin clauses (a) through (c) above. Notices shall be addressed to the parties at their respectiveaddresses last given by each party to the other, and all notices to the Companyshall be directed to the attention of the Chairman of the Board with a copy to the Secretary.Each party shall keep the other informed of its current mailing address, street address (ifdifferent), fax number (if available) and e-mail address.*[Signature page follows]*
 
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**In Witness Whereof**, the Parties have executed this Agreement as of the date firstwritten above.**GSI Commerce, Inc.**     [Name]  [Title]     **Employee**       [Name]  [Title]  *[Signature page to Change in Control Agreement]*
 
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**EXHIBIT A****RELEASE AND WAIVER OF CLAIMS**In consideration of the benefits and mutual agreements set forth in the Change in ControlAgreement dated **[**month**]** _____, 20_____ (the ***“Agreement”***), between GSI Commerce, Inc, (the ***“Company”*****)**and                     (the ***“Employee”***), to which this form is attached, the Employee, intending to belegally bound, agrees to the following release and waiver (**“*****Release and Waiver*****”**):1. In exchange for the consideration provided to the Employee by the Agreement that theEmployee is not otherwise entitled to receive and the other commitments of the Company in theAgreement, the Employee and his or her heirs, representatives, agents and attorneys herebygenerally and completely release the Company and its directors, officers, employees, shareholders,partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers,affiliates and assigns from any and all claims, liabilities and obligations, both known andunknown, that arise out of or are in any way related to events, acts, conduct or omissionsoccurring prior to the Employee signing this Release and Waiver. This general release includes,but is not limited to: (1) all claims arising out of or in any way related to the Employee’semployment with the Company or the termination of that employment; (2) all claims related to theEmployee’s compensation or benefits from the Company, including, but not limited to, salary,bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock,stock options, or any other ownership interests in the Company; (3) all claims for breach ofcontract, wrongful termination, and breach of the implied covenant of good faith and fair dealing;(4) all tort claims, including, but not limited to, claims for fraud, defamation, emotionaldistress, and discharge in violation of public policy; and (5) all federal, state, and localstatutory claims, including, but not limited to, claims for discrimination, harassment,retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964(as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discriminationin Employment Act of 1967 (as amended) (**“*****ADEA*****”**), and the Pennsylvania Fair Employment and HousingAct (as amended). Notwithstanding the foregoing, this general release specifically excludes anyand all claims that the Employee may have in regard to (a) any ongoing severance or employmentobligations of the Company or any of its subsidiaries to the Employee under the Agreement or anyother written agreement or arrangement between the Company or any of its subsidiaries and theEmployee, including any bonus plan, benefit plan and other agreement or arrangement, (b) anyongoing obligations of the Company or any of its subsidiaries to the Employee under any writtenstock option agreement, restricted stock award agreement, restricted stock unit award agreement orother equity award agreement evidencing an option or other equity award granted or awarded by theCompany to the Employee, (c) any indemnification obligations of Employer to the Employee as aformer director, officer and/or employee of the Company or any of its subsidiaries pursuant to theCompany’s or any of its subsidiaries’ certificate of incorporation or bylaws or any indemnificationor other written agreement, and (d) any rights the Employee may have under any directors andofficers liability insurance policy of the Company.
 
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The Employee also acknowledges that he or she has read and understands Section 1542 of thePennsylvania Civil Code which reads as follows: “**A general release does not extend toclaims which the creditor does not know or suspect to exist in his favor at the time ofexecuting the release, which if known by him must have materially affected his settlement with thedebtor.**” The Employee hereby expressly waives and relinquishes all rights and benefits under thatsection and any law of any jurisdiction of similar effect with respect to any claims he or she mayhave against the Company.The Employee acknowledges that, among other rights, he or she is waiving and releasing anyrights he or she may have under ADEA, that this Release and Waiver is knowing and voluntary, andthat the consideration given for this Release and Waiver is in addition to anything of value towhich he or she was already entitled as an employee of the Company. The Employee furtheracknowledges that he or she has been advised, as required by the Older Workers Benefit ProtectionAct, that: (a) the release and waiver granted herein does not relate to claims under the ADEAwhich may arise after this Release and Waiver is executed; (b) he or she should consult with anattorney prior to executing this Release and Waiver; (c) he or she has twenty-one (21) days inwhich to consider this Release and Waiver (although he or she may choose voluntarily to executethis Release and Waiver earlier); (d) he or she has seven (7) days following the execution of thisRelease and Waiver to revoke his or her consent to this Release and Waiver; and (e) this Releaseand Waiver shall not be effective until the eighth day after he or she executes this Release andWaiver and the revocation period has expired (the “***Effective Date***”).2. This Release and Waiver, including any referenced documents, constitute the complete, finaland exclusive embodiment of the entire agreement between the Company and the Employee with regardto the subject matter hereof. The Employee is not relying on any promise or representation by theCompany that is not expressly stated herein. This Release and Waiver may only be modified by awriting signed by both the Employee and a duly authorized member of the Board of Directors of theCompany.           Date:      By:   **Employee**  
 
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