Amended Participation Agreement

Amended Participation Agreement. An agreement between a Participant listed on Exhibit A hereto and the Company providing for Retention Benefits and Severance Amounts, which agreement amends and restates the Participation Agreement previously entered into between such Participant and the Company pursuant to the Prior Plan (the "Prior Participation Agreement"), which Prior Participation Agreement is superseded in its entirety upon execution of an Amended Participation Agreement by the Company and such Participant.