Pursuant to each Agreement, in the event of a termination of the Executive's employment within two years following, or in anticipation of, a Change of Control (as defined in the Agreement) (a) by the Registrant without Cause (as defined in the Agreement) or (b) by the Executive for Good Reason (as defined in the Agreement), the Executive is entitled to (i) a general entitlement of: (1) a prompt lump sum payment equal to the Executive's unpaid annual Base Salary through the date of termination, (2) any payments in lieu of unused vacation time prior to the date of termination, (3) any annual or discretionary bonus payments earned but not yet paid for any calendar year prior to the year of termination, and (4) reimbursement of business expenses incurred by the Executive through the date of termination but not yet paid to Executive, and (ii) a change-in-control entitlement consisting of (1) a prompt lump sum payment equal to two (2) times the sum of (x) the Executive's annual Base Salary, at the rate in effect immediately before any such termination, and (y) the average of the Executive's annual bonuses for the previous three calendar years, (2) continuing coverage for employee benefits under the Registrant's insurance programs for the two-year period immediately following such termination, (3) immediate and unconditional vesting of any unvested stock options and stock grants previously granted to the Executive and the right, for one year following such termination, to exercise any stock options or stock grants held by the Executive.

The above summary of the Agreements is qualified in its entirety by the full text of the form of the Agreement, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K.