Change In Control Employee Severance Plan for U.S. Based Employees

“Company” means the Parent and its U.S. subsidiaries, or any successors thereto.

“Disability” means a physical or mental condition entitling the Eligible Employee to benefits under the Parent's long-term disability plan, or if no such plan then-exists, a “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code) or as determined by the Company in accordance with applicable laws.

“Effective Date” means November 4, 2009.

“Eligible Employee” means any Level I Employee, Level II Employee, Level III Employee, Level IV Employee or Level V Employee who is employed on the date of a Change in Control other than: (a) employees who have entered into written separation agreements signed by the Company or have been given notice of termination at any time prior to the commencement of a Potential Change of Control Period; (b) interns, casual, or part-time employees or Agency Personnel; (c) temporary employees who have employment agreements with a fixed term of no more than 12 months; (d) employees covered by any collective bargaining agreement to which the Company is party; or (e) employees who are not regularly paid on a U.S. payroll. The status of an individual as an employee of the Company or an Eligible Employee for the purposes of this Plan will be based on the Company's payroll record s as of the date of a Change of Control. In no event will any subsequent reclassification of any employee of, or service provider to, the Company as a result of a government audit or otherwise have any effect on such individual's eligibility under this Plan or his/her status as an Eligible Employee hereunder. Any Level I Employee, Level II Employee, Level III Employee, Level IV Employee or Level V Employee who otherwise satisfies the definition of “Eligible Employee” in this Section 1.11 is referred to in this Plan as an “Eligible Level I Employee,” “Eligible Level II Employee,” “Eligible Level III Employee,” “Eligible Level IV Employee” or “Eligible Level V Employee,” as the case may be. Any references in this Plan to “full-time employee,” “exempt employee,” “non-exempt employee,” “temporary employee” or words of similar import will have the meaning(s) ascribed thereto in the Company's benefits, health and welfare plans and payroll records as in effect from time to time.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fundamental Board Change” means the following individuals cease for any reason to constitute a majority of the number of directors then-serving: individuals who, on the Effective Date, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Parent) whose appointment or election by the Board or nomination for election by the Parent's stockholders was approved or recommended by a vote of at least two-thirds of the direct ors then still in office who either were directors on the

Notwithstanding the foregoing, any change in the Eligible Employee's duties or responsibilities or any relocation of the Eligible Employee's principal place of employment will not constitute Good Reason if such Eligible Employee either requested, volunteered to undertake, or consented in writing to, such change or relocation.

Level II Employees, Level III Employees and Level V Employees.

Employee is excused from work during such notice period. Notwithstanding anything to the contrary in this Section 2.1, any payments or benefits payable hereunder that constitute nonqualified deferred compensation subject to Section 409A of the Code will be reduced or eliminated last in time.

purchase plan (whether or not such award was outstanding as of the Effective Date) (the “Assumed Equity Awards”), and all Assumed Equity Awards that are in the nature of an exercisable right, such as stock options or stock appreciation rights (the “Exercisable Eq uity Awards”) will remain exercisable for the remainder of the full initial term (but not more than 10 years after the date of grant) of such Exercisable Equity Awards (without regard to any shorter period that may be generally applicable after employment ends for any reason).

Notwithstanding anything to the contrary in this Section 2.4(b), the treatment of equity awards that are not assumed or substituted for in connection with a Change in Control will be in accordance wi th the equity plan pursuant to which such awards were granted, and the agreement evidencing such award.

claim under or through such Eligible Employee) all Company-paid benefits under any group medical, vision and dental plan of the Company (as in effect immediately prior to such Eligible Employee's Severance Date) for which Eligible Employees of the Company are eligible, to the same extent as if such Eligible Employee had conti nued to be an Eligible Employee of the Company during the Welfare Benefit Continuation Period. To the extent that such Eligible Employee's participation in Company benefit plans is not practicable or would cause the Eligible Employees to be subject to tax on the benefits, the Company will arrange to provide, at the Company's sole expense, such Eligible Employee (and anyone entitled to claim under or through such Eligible Employee) with equivalent benefits under an alternative arrangement during the Welfare Benefit Continuation Period; provided,however, that such alternative arrangement (including, but not limited to, the fully-insured group medical, vision and dental plan sponsored by the Company in existence on the Effective Date) would eliminate any adverse tax consequences to the Eligible Employee. The coverage period for purposes of the group health continuation requirements of Section 4980B of the Code will commence at the Severance Date or, if later, the date that coverage under each such plan wou ld otherwise expire, and will run concurrently with the Welfare Benefit Continuation Period. The Welfare Benefit Continuation Period will range from six to 24 months for such Eligible Employees as follows:

Notwithstanding the foregoing, to the extent that an Eligible Level I Employe e is otherwise entitled, under a written employment agreement entered into prior to the Effective Date, to a longer Welfare Benefit Continuation Period and/or more beneficial welfare benefits than that described in this Section 2.5, such employment agreement will supersede and govern any inconsistency with this Section 2.5 (without duplication of benefits).

Eligible Employee is deemed at the time of such separation from service to be a “key employee” within the meaning of that term under Section 416(i) of the Code and to the extent such delayed commencement is otherwise required in order to avoid a prohibited distribution under the Treasury Regulations issued under Section 409A of the Code. All payme nts and benefits which had been delayed pursuant to the immediately preceding sentence will be paid to the Eligible Employee in a lump sum upon expiration of such six-month period (or if earlier upon the Eligible Employee's death). Notwithstanding anything to the contrary in Section 2.4 or this Section 2.7, any Assumed Equity Awards that are subject to Section 409A of the Code as of the Effective Date (or that subsequently become subject to Section 409A) will be paid at such time or times as are set forth in the agreements evidencing such Assumed Equity Awards and in accordance with Section 409A of the Code. It is intended that this Plan will comply with the provisions of Section 409A of the Code and the Treasury Regulations relating thereto so as not to subject the Eligible Employee to the payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intent, this Plan will be interpreted, operated, and administered in a manner consistent w ith these intentions. Notwithstanding anything to the contrary in this Plan and without limiting this Section 2.7, in the event that the Plan Administrator determines that any payment or distribution under the Plan may be subject to Section 409A of the Code and related Department of Treasury guidance, the Plan Administrator may adopt such amendments to the Plan or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, including any amendments or actions that would result in a reduction to the benefit payable under the Plan, in each case, without the consent of the Eligible Employee, that the Plan Administrator determines are reasonable, necessary or appropriate to comply with the requirements of Section 409A of the Code and related Department of Treasury guidance. In that light, the Company makes no representation or covenant to ensure that the payments or distributions under the Plan are exempt from or compliant with Secti on 409A of the Code and will have no liability to an Eligible Employee or any other party if a payment or distribution under the Plan that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Plan Administrator with respect thereto.

If any payment or benefit received or to be received by an Eligible Employee (including any payment or benefit received pursuant to the Plan or otherwise) would be (in whole or part) subject to the excise tax imposed by Section 4999 of the Code, or any successor provision thereto, or any similar tax imposed by state or local law, or

any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest and penalties, are hereafter collectively referred to as the “Excise Tax”), then, the lump sum cash payments provided under Section 2.3 will first be reduced (and thereafter, if necessary, the accele rated vesting provided in Section 2.4 will be reduced) to the extent necessary to make such payments and benefits not subject to such Excise Tax, but only if such reduction results in a higher after-tax payment to the Eligible Employee after taking into account the Excise Tax and any additional taxes the Eligible Employee would pay if such payments and benefits were not reduced. Notwithstanding anything to the contrary in this Section 4, payments or benefits payable hereunder that constitute nonqualified deferred compensation subject to Section 409A of the Code will be reduced or eliminated last in time.