SECOND AMENDED ANDRESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT

Exhibit 10(b)

SECOND AMENDED AND RESTATED
CHANGE IN CONTROL SEVERANCE AGREEMENT

This second amended and restated agreement (the “Agreement”) is made as of the 31st day of December, 2008, by and between CONSTELLATION ENERGY GROUP, INC. (the “Company”) and Michael J. Wallace (the “Executive”).

WHEREAS, the Company and the Executive are parties to a Change in Control Severance Agreement dated as of August 9, 2004 (the “Original Agreement”);

WHEREAS, the Company and the Executive are parties to an Amended and Restated Change in Control Severance Agreement dated as of December 20th, 2005, and modified by letter agreement dated February 15, 2006 (“the Amended Agreement”);

WHEREAS, the Company and the Executive desire to amend and restate the Amended Agreement so that the Amended Agreement will be replaced in its entirety with this Agreement;

WHEREAS, the Company wishes to encourage the orderly succession of management in the event of a Change in Control (as hereinafter defined);

WHEREAS, the Company desires to maintain a severance benefit for the Executive covering the period from the date of a Change in Control until the end of the twenty-four month period following the date of a Change in Control, to avoid the loss or the serious distraction of the Executive to the detriment of the Company and its stockholders prior to and during such period when the Executive’s undivided attention and commitment to the needs of the Company would be particularly important;

WHEREAS, the Executive desires to devote the Executive’s time and energy for the benefit of the Company and its stockholders and not to be distracted as a result of a Change in Control.

NOW, THEREFORE, the parties agree as follows:

1.                                       Definitions.

1.1                                 Annual Award Amount.  The term “Annual Award Amount” means, as of the applicable date of determination, the average of the two highest annual incentive awards under the Company’s annual incentive plan (or the annual incentive plan maintained by a successor Company or a Subsidiary) payable or actually paid under the terms of such annual incentive plan for the performance year during which the date of determination occurs, and in respect of the last four years to the Executive prior to the date of determination; provided, however, that (a) if the Executive has not been employed by the Company or a Subsidiary for a sufficient length of time to have been eligible for payment of at least two annual incentive awards, deemed target award payout shall be used for the one or two years for which the Executive was not so eligible, except that the maximum payout shall be used for the performance year in which the date of determination occurs; (b) for any year during which an annual incentive award was paid or is payable to the Executive that

was prorated because of less than a year of plan participation, such award shall be annualized, except that for the year in which the date of determination occurs, the maximum payout shall be used; and (c) for any year during which a guaranteed minimum annual incentive award amount was paid or is payable to the Executive, such full (not prorated because of less than a full year of plan participation) guaranteed annual incentive amount shall be used for such year.

1.2                                 Board.  The term “Board” means the Board of Directors of the Company.

1.3                                 Cause.  The term “Cause” means the occurrence of any one or more of the following:

(a)                                  The Executive is convicted of a felony involving moral turpitude or that involves the misappropriation of property of the Company or a Subsidiary; or

(b)                                 The Executive engages in conduct or activities that constitutes disloyalty to the Company or a Subsidiary and such conduct or activities are materially damaging to the property, business or reputation of the Company or a Subsidiary; or

(c)                                  The Executive persistently fails or refuses to comply with any written direction of an authorized representative of the Company other than a directive constituting an assignment described in Section 1.7(a); or

(d)                                 The Executive embezzles or knowingly, and with intent, unlawfully appropriates any corporate opportunity of the Company or a Subsidiary.

A termination of the Executive’s employment for Cause for purposes of this Agreement shall be effected in accordance with the following procedures.  The Company shall give the Executive written notice (“Notice of Termination for Cause”) of its intention to terminate the Executive’s employment for Cause, setting forth in reasonable detail the specific conduct of the Executive that it considers to constitute Cause and the specific provision(s) of this Agreement on which it relies, and stating the date, time and place of the Board Meeting for Cause.  The “Board Meeting for Cause” means a meeting of the Board at which the Executive’s termination for Cause will be considered, that takes place not less than ten (10) and not more than twenty (20) business days after the Executive receives the Notice of Termination for Cause.  The Executive shall be given an opportunity, together with counsel, to be heard at the Board Meeting for Cause.  The Executive’s Termination for Cause shall be effective when and if a resolution is duly adopted at the Board Meeting for Cause by a two-thirds vote of the entire membership of the Board, excluding employee directors, stating that in the good faith opinion of the Board, the Executive is guilty of the conduct described in the Notice of Termination for Cause, and that conduct constitutes Cause under this Agreement.

Notwithstanding the foregoing, no event described hereunder shall constitute Cause if such event is a result of an isolated, insubstantial and inadvertent action that is not taken in bad faith and that is remedied by the Executive within ten (10) days after receipt of the Notice of Termination for Cause by the Executive from the Company.

1.4                                 Change in Control.  The term “Change in Control” means the occurrence of any one of the following events:

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(a)                                  individuals who, on January 24, 2003, constitute the Board (the ‘‘Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to January 24, 2003, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;

(b)                                 any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that the event described in this paragraph (b) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (A) by the Company or any Subsidiary, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (C) by any underwriter temporarily holding securities pursuant to an offering of such securities, (D) pursuant to a Non-Qualifying Transaction (as defined in paragraph (c)), or (E) pursuant to any acquisition by Executive or any group of persons including Executive (or any entity controlled by Executive or any group of persons including Executive);

(c)                                  there is consummated a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or any of its Subsidiaries (a “Business Combination”), unless immediately following such Business Combination: (A) more than 60% of the total voting power of (x) the corporation resulting from such Business Combination (the “Surviving Corporation”), or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of at least 95% of the voting securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is represented by Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Business Combination, (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation), is or becomes the beneficial owner, directly or indirectly, of 20% or more of the total voting power

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of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (C) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or

(d)                                 the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company, or the consummation of a sale of all or substantially all of the Company’s assets.

Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to occur solely because any person acquires beneficial ownership of more than 20% of the Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided, that if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control of the Company shall then occur.

1.5                                 Effective Date.  The term “Effective Date” means the first date during the term of this Agreement on which a Change in Control occurs provided that the Executive is employed by the Company or a Subsidiary on such date.  Anything in this Agreement to the contrary notwithstanding, if the Executive’s employment with the Company or a Subsidiary has terminated for any reason prior to the first date on which a Change in Control occurs, this Agreement shall be null and void as of the date of such termination of employment; provided, however, that if it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control, or (ii) otherwise arose in connection with or anticipation of a Change in Control, then for all purposes of this Agreement the “Effective Date” shall mean the date immediately prior to the date of such termination.

1.6                                 Eligible to Retire.  The term “Eligible to Retire” means an Executive who has met the eligibility requirements for retirement under any Company or Subsidiary supplemental executive non-qualified defined benefit retirement plan in which the Executive participated immediately prior to the occurrence of a Qualifying Termination.

1.7                                 Good Reason.  The term “Good Reason” means, without the Executive’s express written consent, the occurrence after the Effective Date of any one or more of the following:

(a)                                  The assignment to the Executive of duties materially inconsistent with the Executive’s authorities, duties, responsibilities, and status (including offices, title and reporting relationships) as an executive and/or officer of the Company or a Subsidiary immediately prior to the Effective Date, or a material reduction or

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alteration in the nature or status of the Executive’s authorities, duties, or responsibilities from those in effect immediately prior to the Effective Date, (including as a type of such reduction or alteration for an Executive who is an officer of a publicly traded company immediately prior to the Effective Date, the Executive occupying the same position or title but with a company whose stock is not publicly traded) unless such act is remedied by the Company or such Subsidiary within 10 business days after receipt of written notice thereof given by the Executive; or

(b)                                 A reduction by the Company or a Subsidiary of the Executive’s base salary in effect immediately prior to the Effective Date or as the same shall be increased from time to time, unless such reduction is less than ten percent (10%) and it is either (i) replaced by an incentive opportunity equal in value; or is (ii) consistent and proportional with an overall reduction in management compensation due to extraordinary business conditions, including but not limited to reduced profitability and other financial stress (i.e., the base salary of the Executive will not be singled out for reduction in a manner inconsistent with a reduction imposed on other executives of the Company or such Subsidiary); or

(c)                                  The relocation of the Executive’s office more than 50 miles from the Executive’s office immediately prior to the Effective Date; or

(d)                                 Failure of the Company or a Subsidiary (whichever is the Executive’s employer) to provide (i) the Executive the opportunity to participate in all applicable incentive, savings and retirement plans, practices, policies and programs of the Company or such Subsidiary to the same extent as other senior executives (or, where applicable, retired senior executives) of the Company or such Subsidiary, and (ii) the Executive and/or the Executive’s family, as the case may be, the opportunity to participate in, and receive all benefits under, all applicable welfare benefit plans, practices, policies and programs provided by the Company or such Subsidiary, including, without limitation, medical, prescription, dental, disability, sick benefits, accidental death and travel insurance plans and programs, to the same extent as other senior executives (or, where applicable, retired senior executives) of the Company or such Subsidiary; or

(e)                                  Failure of the Company or a Subsidiary (whichever is the Executive’s employer) to provide the Executive such perquisites as the Company or such Subsidiary may establish from time to time which are commensurate with the Executive’s position and at least comparable to those received by other senior executives at the Company or such Subsidiary; or

(f)                                    The aggregate benefits provided to the Executive by the Company following a Change in Control are materially less than the aggregate benefits made available to the Executive immediately prior to such Change in Control; or

(g)                                 The failure by the Company to comply with paragraph (c) of Section 14 of this Agreement; or

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(h)                                 Any other substantial breach of this Agreement by the Company that either is not taken in good faith or is not remedied by the Company promptly after receipt of notice thereof from the Executive.

The Executive’s right to terminate employment for Good Reason shall not be affected by the Executive’s incapacity due to physical or mental illness.  The Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason herein; provided, however, a termination of employment by the Executive for Good Reason for purposes of this Agreement shall be effectuated by giving the Company written notice (“Notice of Termination for Good Reason”) of the termination, at any time during the Protection Period, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which the Executive relied.  Unless the parties agree otherwise, a termination of employment by the Executive for Good Reason shall be effective on the thirtieth (30th) day following the date when the Notice of Termination for Good Reason is given during which time the Company shall have the opportunity to remedy the conduct, unless the notice sets forth a later date (which date shall in no event be later than sixty (60) days after the notice is given); provided, however, that no event described hereunder shall constitute Good Reason if such event is a result of an isolated, insubstantial and inadvertent action that is not taken in bad faith and that is remedied by the Company within ten (10) days after receipt of the Notice of Termination for Good Reason by the Company from the Executive.  If the Executive continues to provide services to the Company after one of the events giving rise to Good Reason has occurred, it will be in no way considered a waiver of the Executive’s right to terminate his employment at any time during the Protection Period for Good Reason in connection with such event.

1.8                                 Ineligible to Retire.  The term “Ineligible to Retire” means an Executive who has not met the eligibility requirements for retirement under any Company or Subsidiary supplemental executive non—qualified defined benefit retirement plan in which the Executive participated immediately prior to the occurrence of a Qualifying Termination.

1.9                                 Qualifying Termination.  The term “Qualifying Termination” means

(a)                                  The occurrence of any one or more of the following employment termination events during the period beginning with the Effective Date and ending on the second anniversary of such date, shall constitute a “Qualifying Termination”:

(i)                                     The Company’s termination of the Executive’s employment without Cause (as defined in Section 1.3); or

(ii)                                  The Executive’s resignation for Good Reason (as defined in Section 1.7).

(b)                                 A Qualifying Termination shall not include a termination of employment by reason of death, disability, the Executive’s voluntary termination of employment without Good Reason, or the Company’s termination of the Executive’s employment for Cause.

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(c)                                  The date of a Qualifying Termination shall be the date the Executive has a separation from service under Internal Revenue Code Section 409A and the regulations thereunder.

1.10                           Protection Period.  The Term “Protection Period” means the two (2) year period commencing on the Change in Control and ending on the second anniversary of the Change in Control.

1.11                           Subsidiary.  The term “Subsidiary” means any corporation with respect to which the Company owns a majority of the outstanding shares of common stock or has the power to vote or direct the voting of sufficient securities to elect a majority of the directors.

2.                                       Severance Benefits for an Executive Ineligible to Retire.  Upon the occurrence of a Qualifying Termination with respect to an Executive who is Ineligible to Retire:

(a)                                  Severance Payment.  The Company shall pay to the Executive an amount equal to three times the sum of (i) the greater of (A) the Executive’s annual base salary as of immediately prior to the occurrence of the Change of Control or (B) the Executive’s annual base salary (as in effect on the date of the Qualifying Termination, not reduced by any reduction described in Section 1.7(b) above that would constitute Good Reason) and (ii) the greater of (A) the Annual Award Amount, determined with the date of the Change of Control as the date of determination, or (B) the Annual Award Amount, determined with the date of the Qualifying Termination as the date of determination.  The payment shall be made in a lump sum after the Qualifying Termination, and within 5 business days after the Company receives the executed agreement referred to in 2(e) below but in no case prior to the expiration of any period during which the Executive is permitted to revoke such agreement.

(b)                                 Supplemental Retirement Benefits.  For purposes of determining the Executive’s supplemental retirement benefits which the Executive is entitled to under the Company’s supplemental non-qualified retirement plan in which the Executive participated immediately prior to the Qualifying Termination (or the supplemental retirement plan maintained by a successor company or a Subsidiary), (i) the Executive’s service percentage shall be computed by adding three years of executive-level service to the Executive’s actual service, provided that the Executive’s service percentage shall not be deemed to be less than 40%; (ii) any minimum age and service eligibility requirements for such benefits shall be waived and such benefits shall be fully vested; (iii) Annual Award Amount shall be used to compute such benefits in lieu of any other annual incentive award amount under such plan and (iv) for purposes of computing the present value of the benefit to be paid to the Executive at age 62, three years will be added to the Executive’s age.  Notwithstanding the foregoing, on a Qualifying Termination, the Executive will be entitled to receive an amount equal to the greater of (i) the amount that would have been payable under this Section 2(b) under the supplemental non-qualified retirement plan in which he participated had the Qualifying Termination occurred on the Change in Control or (ii) the amount

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payable under this Section 2(b) under the supplemental non-qualified retirement plan in which he participated as of the date of the Qualifying Termination.

(c)                                  Severance Health Benefits.  Commencing upon a Qualifying Termination and continuing through the third anniversary of such Qualifying Termination, the Executive and/or the Executive’s family, as the case may be, shall receive all medical and dental benefits and any life insurance coverage provided to active employees of the Company, and such benefits shall be provided on an insured basis. In addition, if the Executive has attained age fifty (50) as of his Qualifying Termination (or would have attained age fifty (50) had he remained employed through the period ending on the third anniversary of his Qualifying Termination), the Company shall make available to the Executive insured medical and dental benefits at prevailing retiree coverage rates (based on the executive’s age and deemed service on the third anniversary of his Qualifying Termination), beginning upon the third anniversary of the Executive’s Qualifying Termination and lasting for the Executive’s life. The Executive must elect retiree medical and dental coverage within five (5) years after the third anniversary of his Qualifying Termination, in order to be entitled to the benefit described in the second sentence of this paragraph, and will commence receiving such coverage effective as soon as practicable after the date of such election in accordance with the terms of the applicable retiree medical and dental programs.  If the Company either cannot, or chooses not to, provide the benefits in the first or second sentences, as applicable, the Company may provide such benefits on a non-insured basis or may instead provide adequate compensation to the Executive such that he may purchase the benefit from a 3rd party on a tax neutral basis.

(d)                                 Release.  The benefits described in this Section 2 are payable by the Company to the Executive only if after the date of the Qualifying Termination, the Executive executes (and does not subsequently revoke) in writing and submits to the Company a mutual release and waiver of legal claims, including those against the Company and its Subsidiaries, in the form attached hereto. Following receipt of the Executive’s signed mutual release pursuant to this Agreement, which release shall be delivered to the Company no later than sixty (60) days following the date of the Qualifying Termination (absent the existence of a material dispute between the parties regarding the benefits), the Company shall have ten (10) days from the date such release becomes irrevocable to execute the release and deliver a copy to the Executive.  If the Company fails to execute such release within the time frame established by the preceding sentence, the release shall be deemed to have been signed by the Company and shall be fully enforceable by each party against the other.

(e)                                  Benefits Paid to Estate of Executive on Death. If the Executive dies (i) after termination of the Executive’s employment without Cause or (ii) after providing the Company with Notice of Termination for Good Reason during the Protection Period and a Good Reason event has occurred, but before all payments or benefits due to him under this Agreement have been paid, then in such case any payments and benefits due to him at the time of his death under this Agreement, shall be

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paid to his estate in accordance with the same terms as described in the provisions of this Agreement. Such benefits shall expressly include continuation of any severance health benefits for which the Executive was eligible under Section 2(c) for the Executive’s family.

3.                                       Severance Benefits for an Executive Eligible to Retire.  Upon the occurrence of a Qualifying Termination with respect to an Executive who is Eligible to Retire:

(a)                                  Severance Payment.  The Company shall pay to the Executive an amount equal to the amount determined under Section 2(a) of this Agreement.  The payment shall be made in a lump sum after the Qualifying Termination, and within 5 business days after the Company receives the executed agreement referred to in Section 3(e) below, but in no case prior to the expiration of any period during which the Executive is permitted to revoke such agreement.

(b)                                 Supplemental Retirement Benefits.  For purposes of determining the Executive’s supplemental retirement benefits which the Executive is entitled to under the Company’s supplemental non-qualified retirement plan in which the Executive participated immediately prior to the Qualifying Termination (or the supplemental retirement plan maintained by a successor company or a Subsidiary), (i) the Executive’s service percentage shall be computed by adding three years of executive-level service to the Executive’s actual service, provided that the Executive’s service percentage shall not be deemed to be less than 40%; (ii) Annual Award Amount shall be used to compute such benefits in lieu of any other annual incentive award amount under such plan; and (iii) for purposes of computing the present value of the benefit to be paid to the Executive at age 62, three years will be added to the Executive’s age.   Notwithstanding the foregoing, on a Qualifying Termination, the Executive will be entitled to receive an amount equal to the greater of (i) the amount that would have been payable under this Section 3(b) under the supplemental non-qualified retirement plan in which he had participated had the Qualifying Termination occurred on the Change in Control or (ii) the amount payable under this Section 3(b) under the supplemental non-qualified retirement plan in which he participated as of the date of the Qualifying Termination.

(c)                                  Severance Health Benefits.  Commencing upon a Qualifying Termination and continuing through the third anniversary of such Qualifying Termination, the Executive and/or the Executive’s family, as the case may be, shall receive all medical and dental benefits and any life insurance coverage provided to active employees of the Company, and such benefits shall be provided on an insured basis.  In addition, if the Executive has attained age fifty (50) as of his Qualifying Termination (or would have attained age fifty (50) had he remained employed through the period ending on the third anniversary of his Qualifying Termination), the Company shall make available to the Executive insured medical and dental benefits at prevailing retiree coverage rates (based on the executive’s age and deemed service on the third anniversary of his Qualifying Termination), beginning upon the third anniversary of the Executive’s Qualifying Termination

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and lasting for the Executive’s life. The Executive must elect retiree medical and dental coverage within five (5) years after the third anniversary of his Qualifying Termination, in order to be entitled to the benefit described in the second sentence of this paragraph, and will commence receiving such coverage effective as soon as practicable after the date of such election in accordance with the terms of the applicable retiree medical and dental programs. If the Company either cannot, or chooses not to, provide the benefits in the first or second sentences, as applicable, the Company may provide such benefits on a non-insured basis or may instead provide adequate compensation to the Executive such that he may purchase the benefit from a 3rd party on a tax neutral basis.

(d)                                 Release.  The benefits described in this Section 3 are payable by the Company to the Executive only if after the date of the Qualifying Termination, the Executive executes (and does not subsequently revoke) in writing and submits to the Company a mutual release and waiver of legal claims, including those against the Company and its Subsidiaries, in the form attached hereto. Following receipt of the Executive’s signed mutual release pursuant to this Agreement, which release shall be delivered to the Company no later than sixty (60) days following the date of the Qualifying Termination (absent the existence of a material dispute between the parties regarding the benefits), the Company shall have ten (10) days from the date such release becomes irrevocable to execute the release and deliver a copy to the Executive.  If the Company fails to execute such release within the time frame established by the preceding sentence, the release shall be deemed to have been signed by the Company and shall be fully enforceable by each party against the other.

(e)                                  Benefits Paid to Estate of Executive on Death. If the Executive dies (i) after termination of the Executive’s employment without Cause or (ii) after providing the Company with Notice of Termination for Good Reason during the Protection Period and a Good Reason event has occurred, but before all payments of benefits due to him under this Agreement have been paid, then in such case any payments and benefits due to him at the time of his death under this Agreement, shall be paid to his estate in accordance with the same terms as described in the provisions of this Agreement. Such benefits shall expressly include continuation of any severance health benefits for which the Executive was eligible under Section 3(c) for the Executive’s family.

4.                                       Grant of Replacement Options upon a Change in Control. Some or all of the outstanding options to purchase common stock of the Company outstanding under the Company’s equity compensation plans (the “Equity Plans”) as of the occurrence of a Change in Control will be cashed-out in accordance with the terms of the applicable plans in connection with any Change in Control (the “Cashed-Out Options”).  As soon as practicable following the occurrence of a Change in Control, the Company shall, subject to shareholder approval, cause the applicable committee or committees administering the Equity Plans to grant the Executive additional stock options (the “Replacement Options”) to purchase common stock of the Company (or, if the Company is not the surviving entity in connection with a Change in Control, common stock of the surviving entity).  The

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Replacement Options will (i) be granted on substantially the same terms and conditions as the Cashed-Out Options (including provisions related to the term), (ii) have an exercise price equal to the greater of (A) the fair market value of the underlying common stock at the time of grant and (B) the exercise price of the Cashed-Out Options to which they relate, as adjusted to take into account the transaction or transactions that resulted in the Change in Control, (iii) relate to the same number of shares as the Cashed-Out Options (as adjusted to take into account the transaction or transactions that resulted in the Change in Control), (iv) vest in accordance with the terms of the schedule of the Cashed-Out Options to which they relate (excluding any vesting that occurs as a result of such Change in Control and, for purposes of determining the vesting schedule, the Replacement Options will be deemed to have been granted at the time of grant of the Cashed-Out Options to which they relate), and (v) will remain exercisable for the same period as the Cashed-Out Options would have been exercisable had they not been terminated. The Replacement Options shall vest in full as of a Qualifying Termination.  Notwithstanding anything to the contrary set forth herein, the Replacement Options will not vest in connection with a subsequent transaction (the “Subsequent Transaction”) following the Change in Control in which such Replacement Options were granted (the “Initial Change in Control”) that would constitute a Change in Control if such Subsequent Transaction merely increases the percentage ownership of common stock of the Company held by the person or entity whose initial acquisition of common stock of the Company triggered the Initial Change in Control.

5.                                       Non-Exclusivity of Rights.  Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company or a successor company or a Subsidiary (whichever is the Executive’s employer) for which the Executive may qualify, nor shall anything in this Agreement limit or otherwise affect such rights as the Executive may have under any contract or agreement with the Company or a successor Company or such Subsidiary.  However, if the Executive receives severance benefits under this Agreement, the Executive is not also entitled to any benefit under any other severance plan, program, arrangement or agreement maintained by the Company or a Subsidiary.  Vested benefits and other amounts that the Executive is otherwise entitled to receive under any incentive compensation (including, but not limited to any restricted stock or stock option agreements), deferred compensation and other benefit programs listed in Section 1.7(d), life insurance coverage, or any other plan, policy, practice or program of, or any contract or agreement with, the Company or a successor Company or such Subsidiary on or after the date of the Qualifying Termination shall be payable in accordance with the terms of each such plan, policy, practice, program, contract or agreement, as the case may be, except as explicitly modified by this Agreement.

6.                                       Full Settlement.  The Company’s obligation to make the payments provided for in, and otherwise to perform its obligations under, this Agreement shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action that the Company may have against the Executive or others.  In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and,

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such amounts shall not be reduced, regardless of whether the Executive obtains other employment.

7.             Certain Additional Payments by the Company.