<SUBMISSION>
<ACCESSION-NUMBER>0001193125-06-184487
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20060829
<ITEMS>1.01
<ITEMS>1.02
<ITEMS>9.01
<FILING-DATE>20060901
<DATE-OF-FILING-DATE-CHANGE>20060901
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>PARAMETRIC TECHNOLOGY CORP
<CIK>0000857005
<ASSIGNED-SIC>7372
<IRS-NUMBER>042866152
<STATE-OF-INCORPORATION>MA
<FISCAL-YEAR-END>0930
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-18059
<FILM-NUMBER>061071846
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>140 KENDRICK STREET
<CITY>NEEDHAM
<STATE>MA
<ZIP>02494
<PHONE>7813705000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>140 KENDRICK STREET
<CITY>NEEDHAM
<STATE>MA
<ZIP>02494
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d8k.htm
<DESCRIPTION>FORM 8-K
<TEXT>
<HTML><HEAD>
<TITLE>FORM 8-K</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">

<HR SIZE="3" NOSHADE COLOR="#000000" ALIGN="left"> <P STYLE="margin-top:3px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="5"><B>UNITED STATES </B></FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="5"><B>SECURITIES AND EXCHANGE COMMISSION </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman"
SIZE="3"><B>WASHINGTON, DC 20549 </B></FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P><HR WIDTH="17%" SIZE="1" NOSHADE COLOR="#000000"> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="5"><B>FORM 8-K </B></FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P><HR WIDTH="17%" SIZE="1" NOSHADE COLOR="#000000"> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="3"><B>CURRENT REPORT PURSUANT </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="3"><B>TO SECTION&nbsp;13 OR 15(D) OF THE </B></FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="3"><B>SECURITIES EXCHANGE ACT OF 1934 </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman"
SIZE="2"><B>Date of report (Date of earliest event reported) August&nbsp;29, 2006 </B></FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P><HR WIDTH="17%" SIZE="1" NOSHADE COLOR="#000000"> <P
STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="6"><B>Parametric Technology Corporation </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman"
SIZE="1"><B>(Exact Name of Registrant as Specified in Its Charter) </B></FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P><HR WIDTH="17%" SIZE="1" NOSHADE COLOR="#000000"> <P STYLE="margin-top:12px;margin-bottom:0px"
ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>Massachusetts </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1"><B>(State or Other Jurisdiction of Incorporation) </B></FONT></P>
<P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TR>
<TD WIDTH="50%"></TD>
<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="48%"></TD></TR>
<TR>
<TD VALIGN="top" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>0-18059</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>04-2866152</B></FONT></TD></TR>
<TR>
<TD VALIGN="top" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1"><B>(Commission File Number)</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1"><B>(IRS Employer</B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:1px" ALIGN="center"><FONT FACE="Times New Roman"
SIZE="1"><B>Identification No.)</B></FONT></P></TD></TR>
</TABLE> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" ALIGN="center">

<TR>
<TD WIDTH="50%"></TD>
<TD VALIGN="bottom" WIDTH="2%"></TD>
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<TR>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>140 Kendrick Street</B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:1px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2"><B>Needham, Massachusetts</B></FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>02494-2714</B></FONT></TD></TR>
<TR>
<TD VALIGN="top" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1"><B>(Address of Principal Executive Offices)</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top" ALIGN="center"><FONT FACE="Times New Roman" SIZE="1"><B>(Zip Code)</B></FONT></TD></TR>
</TABLE> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>(781) 370-5000 </B></FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="1"><B>(Registrant&#146;s Telephone Number, Including Area Code) </B></FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="1"><B>(Former Name or Former Address, if Changed Since Last Report) </B></FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P><HR WIDTH="17%" SIZE="1" NOSHADE COLOR="#000000"> <P
STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (<I>see </I>General Instruction A.2. below): </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"></FONT><FONT FACE="WINGDINGS" SIZE="2" COLOR="#000000">&#168;</FONT><FONT FACE="Times New Roman" SIZE="2"></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) </FONT></TD></TR></TABLE> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>

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<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"></FONT><FONT FACE="WINGDINGS" SIZE="2" COLOR="#000000">&#168;</FONT><FONT FACE="Times New Roman" SIZE="2"></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) </FONT></TD></TR></TABLE> <P
STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"></FONT><FONT FACE="WINGDINGS" SIZE="2" COLOR="#000000">&#168;</FONT><FONT FACE="Times New Roman" SIZE="2"></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) </FONT></TD></TR></TABLE> <P
STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
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<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2"></FONT><FONT FACE="WINGDINGS" SIZE="2" COLOR="#000000">&#168;</FONT><FONT FACE="Times New Roman" SIZE="2"></FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) </FONT></TD></TR></TABLE> <P
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P><HR SIZE="3" NOSHADE COLOR="#000000" ALIGN="left">

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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Item&nbsp;1.01 Entry into a Material Definitive Agreement </B></FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">On August&nbsp;29, 2006, Parametric Technology Corporation (PTC) entered into agreements with its senior executives that provide them with certain compensation and
benefits if their employment is terminated under specified circumstances or if a change in control of PTC occurs. The agreements replace similar agreements with those executives that expired earlier this year or were due to expire in 2007 and were
approved by the Compensation Committee of our Board of Directors. The agreements have been updated in light of current corporate governance and compensation considerations and are designed to encourage those executives to remain with the company,
especially during a time of a change in control of the company. The agreements differ from the prior agreements in several respects, including the following: </FONT></P> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">the prior agreements required notice periods of either twelve or eighteen months in connection with a termination of the executive&#146;s employment without cause during which
notice period all equity interests of the executive would continue to vest and, with respect to the agreement with our Chief Executive Officer that required eighteen months&#146; notice, in addition provided that the vesting of all equity interests
held by him would be accelerated by one year, while the new agreements provide no notice period for such termination and no accelerated vesting in such circumstances; </FONT></TD></TR></TABLE> <P
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">the prior agreements provided for the full acceleration of vesting of all equity interests held by the executive in the event of a change in control while the new agreements for the
executives other than our Chief Executive Officer provide for only partial acceleration upon a change in control and full acceleration only if the executive is terminated subsequent to such change in control; </FONT></TD></TR></TABLE> <P
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">the prior agreements did not provide for the payment of any bonus amounts in connection with a change in control, while the new agreements provide for the payment of a pro-rata
portion of the executive&#146;s bonus in effect for the year in which the change in control occurs, with respect to which all performance criteria are deemed met in full, upon such change in control and further provide for inclusion of the
executive&#146;s target bonus amount in the severance amount payable; </FONT></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">the prior agreements permitted the company to reduce the value of the amounts payable or benefits provided to the executive in connection with a change in control (&#147;parachute
payments&#148;) by up to 10% if such reduction caused those parachute payments to not be taxable under Section&nbsp;4999 of the Internal Revenue Code (the &#147;excise tax&#148;) and provided no &#147;gross-up&#148; payment for such excise tax,
while the new agreements permit the company to reduce the value of such parachute payments by up to 15% and provide for a &#147;gross-up&#148; payment to the executive if such excise tax is payable; and </FONT></TD></TR></TABLE> <P
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR>
<TD WIDTH="4%"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">&#149;</FONT></TD>
<TD WIDTH="1%" VALIGN="top"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">all the executives were required to enter into new non-compete agreements with the company and will be required to provide a general release of claims in order to receive severance
benefits under the agreements. These provisions were not included in the prior agreements. </FONT></TD></TR></TABLE> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">We entered into agreements with: C.&nbsp;Richard
Harrison, Chief Executive Officer; Cornelius F. Moses,&nbsp;III, Chief Financial Officer; Barry&nbsp;F. Cohen, Executive Vice President, Strategic Services and Partners; Paul J. Cunningham, Executive Vice President, Worldwide Sales; James E.
Heppelmann, Executive Vice President and Chief Product Officer; Anthony DiBona, Executive Vice President, Global Maintenance Support; and Aaron&nbsp;C. von Staats, Senior Vice President and General Counsel. The agreements were not entered into in
connection with any known transaction. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">2 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B><I>Mr.&nbsp;Harrison&#146;s Agreement </I></B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2"><I>Termination without Cause; Resignation for Good Reason </I></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">If we terminate Mr.&nbsp;Harrison&#146;s employment without
cause or if he resigns for good reason (as defined in the agreement), Mr.&nbsp;Harrison will be entitled to payment of his salary (excluding bonuses) over the two year period following such event, paid at the highest rate in effect in the six months
preceding such event. In addition, he will be entitled to continued participation in PTC&#146;s medical, dental, vision and basic life insurance benefit plans (or payment in lieu thereof) for up to the two year period following such event.
</FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><I>Change in Control </I></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Effective upon a change in control
(as defined in the agreement), all performance criteria applicable to all equity awards held by Mr.&nbsp;Harrison will be deemed to have been met in full, all equity awards held by him will immediately become vested and exercisable in full and the
restrictions on any shares of restricted stock held by him will lapse. In addition, the option exercise period for each stock option held by him will, following termination of his employment, be extended as provided in the agreement, but in no event
beyond the original term of such option. These provisions are not applicable to any equity interests issued in connection with PTC&#146;s executive incentive performance plan or other short-term incentive plans (&#147;bonus equity&#148;).
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">In addition, with respect to any annual cash incentive award in effect for the year in which the change in control occurs and any bonus equity, all
performance criteria will be deemed met in full and Mr.&nbsp;Harrison will be entitled to a lump sum payment of a pro-rata portion of any such annual cash incentive award and a pro-rata portion of any such bonus equity held by him will vest.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">The agreement provides that Mr.&nbsp;Harrison&#146;s employment will terminate 30&nbsp;days following a change in control if not earlier terminated in
connection with such change in control. Effective upon the date Mr.&nbsp;Harrison&#146;s employment is so terminated, he will be entitled to the benefits he would receive upon a termination without cause or for good reason described above plus
payment of his target bonus over the two year period following such termination, paid at the highest rate in effect in the six months preceding the change in control or such termination. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2">The amounts payable and benefits provided to Mr.&nbsp;Harrison under the agreement may be reduced by up to 15% of the value thereof if such reduction would cause the amounts payable and benefits provided to not be
subject to the excise tax under Section&nbsp;4999 of the U.S. Internal Revenue Code. If such a reduction is not made and the amounts payable and benefits provided to Mr.&nbsp;Harrison are subject to such excise tax, Mr.&nbsp;Harrison is entitled to
a &#147;gross-up payment&#148; that, on an after-tax basis, is equal to the taxes imposed on such payments made or benefits provided. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><I>Death or
Disability </I></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Finally, if Mr.&nbsp;Harrison&#146;s employment terminates by reason of his death or disability, all performance criteria applicable to all
equity awards held by him will be deemed to have been met in full, all equity awards held by him will immediately become vested and exercisable in full and the restrictions on any shares of restricted stock held by him will lapse. These provisions
are not applicable to any bonus equity held by him. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">3 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B><I>Agreements with Other Senior Executives </I></B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2"><I>Termination without Cause </I></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">If we terminate any of the executives&#146; employment without cause, the executive will
be entitled to a lump sum payment in an amount equal to one times the highest annual salary (excluding bonuses) in effect with respect to the executive during the six-month period immediately preceding the termination date and continued
participation in PTC&#146;s medical, dental, vision and basic life insurance benefit plans (or payment in lieu thereof) for up to the one year period following such termination. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2"><I>Change in Control </I></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Effective upon a change in control: all performance criteria applicable to any equity award held
by the executive will be deemed to have been met in full; the vesting schedule applicable to any equity award held by the executive, including restricted stock, will be amended to vest any portion of such award scheduled to vest after the second
anniversary of the change in control (unless the agreement is not assumed or replaced, in which case the equity award will become vested and exercisable in full); and, each equity award held by the executive will be amended to provide that it may
not, except in certain circumstances, be terminated without the executive&#146;s written consent. These provisions are not applicable to any bonus equity held by the executive. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2">In addition, with respect to any annual cash incentive award in effect for the year in which the change in control occurs and any bonus equity, all performance criteria will be deemed met in full and each executive
will be entitled to a lump sum payment of a pro-rata portion of any such annual cash incentive award and a pro-rata portion of any such bonus equity held by the executive will vest. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2"><I>Termination in Connection with a Change in Control </I></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">If within the two years following a change in control the
executive is terminated without cause or resigns for good reason, the executive will be entitled to the benefits he would have received if his employment was terminated without cause as described above plus a lump sum payment equal to his annual
target bonus (such target bonus amount to be equal to the highest target bonus in effect with respect to the executive for the year in which the change in control occurred or after the change in control). </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">In addition, upon such termination, all equity awards held by the executive will immediately become vested and exercisable in full and all restrictions applicable to
restricted stock held by the executive will immediately lapse. This provision is not applicable to any bonus equity held by the executive. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">The amounts
payable and benefits provided to any executive under the agreement may be reduced by up to 15% of the value thereof if such reduction would cause the amounts payable and benefits provided to not be subject to the excise tax under Section&nbsp;4999
of the U.S. Internal Revenue Code. If such a reduction is not made and the amounts payable and benefits provided to any executive are subject to such excise tax, such executive is entitled to a &#147;gross-up payment&#148; that, on an after-tax
basis, is equal to the taxes imposed on such payments made or benefits provided. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><I>Termination upon Death or Disability </I></FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Finally, if an executive&#146;s employment terminates due to his death or disability, all performance criteria applicable to any equity awards held by the executive will
be deemed to have been met in full, all equity awards held by the executive will immediately become vested and exercisable in full, and all restrictions applicable to restricted stock held by the executive will immediately lapse. These provisions
are not applicable to any bonus equity held by the executive. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">4 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">The preceding descriptions of the executive agreements are qualified in their entirety by reference to the full text of
those agreements, copies of which are filed as Exhibits&nbsp;10.1 and 10.2 to this Form&nbsp;8-K. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Item 1.02 Termination of a Material Definitive
Agreement. </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">In connection with the entry into the executive agreements described above, the prior executive agreements we had with each of Mr. DiBona
and Mr. von Staats were terminated as of August 29, 2006 and we are no longer obligated to pay the severance amounts or provide the change in control benefits provided under those agreements. The executive agreements with the other executives had
earlier terminated by their terms. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Item&nbsp;9.01 Financial Statements and Exhibits </B></FONT></P> <P
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TR>
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT FACE="Times New Roman" SIZE="2">(d)</FONT></TD>
<TD ALIGN="left" VALIGN="top"><FONT FACE="Times New Roman" SIZE="2"><I>Exhibits</I> </FONT></TD></TR></TABLE> <P STYLE="font-size:6px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TD></TD>
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<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">10.1</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">Executive Agreement dated August&nbsp;29, 2006 by and between Parametric Technology Corporation and C. Richard Harrison.</FONT></TD></TR>
<TR>
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">10.2</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">Form of Executive Agreement entered into by and between Parametric Technology Corporation and each of Mr. Moses, Mr. Cohen, Mr. Cunningham, Mr. Heppelmann, Mr. DiBona, and
Mr.&nbsp;von&nbsp;Staats.</FONT></TD></TR>
</TABLE> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">5 </FONT></P>


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 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>SIGNATURES </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2">Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. </FONT></P> <P
STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom" COLSPAN="3"><FONT FACE="Times New Roman" SIZE="2">Parametric Technology Corporation</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD></TR>
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<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
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<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Date: September&nbsp;1, 2006</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-bottom:1px;border-bottom:1px solid #000000"><FONT FACE="Times New Roman" SIZE="2">/s/Aaron C. von Staats</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD></TR>
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<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
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<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">Aaron C. von Staats</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD></TR>
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<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">Senior Vice President, General Counsel and Clerk</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD></TR>
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 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">6 </FONT></P>

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<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>dex101.htm
<DESCRIPTION>EXECUTIVE AGREEMENT BETWEEN PARAMETRIC TECH. AND C. RICHARD HARRISON
<TEXT>
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<TITLE>EXECUTIVE AGREEMENT BETWEEN PARAMETRIC TECH. AND C. RICHARD HARRISON</TITLE>
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 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2"><B>Exhibit 10.1 </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2"><B><U>EXECUTIVE AGREEMENT </U></B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">This Agreement dated as of August&nbsp;29, 2006 (the &#147;Effective
Date&#148;) is by and between Parametric Technology Corporation, a Massachusetts corporation with headquarters at 140 Kendrick Street, Needham, Massachusetts 02494 (the &#147;Company&#148;), and C. Richard Harrison, 15&nbsp;Claridge Drive, Weston,
Massachusetts 02493 (the &#147;Executive&#148;). </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">WHEREAS, the Executive is the Chief Executive Officer and President of the Company; and
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">WHEREAS, to provide an incentive for the Executive to remain with the Company and as consideration for the Executive&#146;s execution of
the Non-Disclosure, Non-Competition and Invention Agreement dated as of the date hereof with the Company, the Company desires to make the following arrangements with the Executive concerning certain payments and benefits to be provided to the
Executive if his employment with the Company is terminated without Cause or if certain other events specified herein occur; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">NOW,
THEREFORE, the Company and the Executive hereby agree as follows: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>1. <U>Definitions</U></B>. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) &#147;Cause&#148; means </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(i) the
Executive&#146;s willful and continued failure to substantially perform his duties to the Company (other than any such failure resulting from the Employee&#146;s incapacity due to physical or mental illness), provided that the Company has delivered
a written demand for performance to the Executive specifically identifying the manner in which the Company believes that the Executive has not substantially performed his duties and the Executive does not cure such failure within 30 days after such
demand; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(ii) willful conduct by the Executive which is demonstrably and materially injurious to the Company; </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(iii) the Executive&#146;s conviction of, or pleading of guilty or <I>nolo contendere</I> to, a felony; </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(iv) the Executive&#146;s entry in his personal capacity into a consent decree relating to the business of the Company with any government body; or
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(v) the Executive&#146;s willful violation of any material provision of his Non-Disclosure, Non-Competition and Invention Agreement with
the Company; provided that, if such violation is able to be cured, the Executive has not, within 30 days after written demand by the Company, cured such violation. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">For purposes of this definition, no act or failure to act on the Executive&#146;s part shall be deemed &#147;willful&#148; unless done or omitted to be done by the Executive not in good faith and without reasonable
belief that his action or omission was in the best interests of the Company. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) &#147;Change in Control&#148; means the occurrence of any
of the following events: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(i) any &#147;person,&#148; as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended (the &#147;Exchange Act&#148;) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned directly or indirectly by the stockholders of the
Company in substantially the same proportion as their ownership of stock in the Company), is or becomes the &#147;beneficial owner&#148; (as defined in Rule 13d-3 </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined
voting power of the Company&#146;s then outstanding securities (other than as a result of acquisitions of such securities from the Company); </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman"
SIZE="2">(ii) individuals who, as of the date hereof, constitute the Board of Directors of the Company (the &#147;Incumbent Board&#148;) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a
director subsequent to the date hereof whose election, or nomination for election by the Company&#146;s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or
nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company) shall be, for purposes of this Agreement, considered to be a
member of the Incumbent Board; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(iii) the consummation of a merger, share exchange or consolidation of the Company or any subsidiary of the
Company with any other corporation (each a &#147;Business Combination&#148;), other than (A)&nbsp;a Business Combination that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of another entity) beneficial ownership, directly or indirectly, of a majority of the combined voting power of the Company or the surviving entity (including any person that, as a
result of such transaction, owns all or substantially all of the Company&#146;s assets either directly or through one or more subsidiaries) outstanding immediately after such Business Combination or (B)&nbsp;a merger, share exchange or consolidation
effected to implement a recapitalization of the Company (or similar transaction) in which no &#147;person&#148; (as defined above) is or becomes the beneficial owner of 50% or more of the combined voting power of the Company&#146;s then outstanding
securities; or </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(iv) the stockholders of the Company approve (A)&nbsp;a plan of complete liquidation of the Company; or (B)&nbsp;an
agreement for the sale or disposition by the Company of all or substantially all of the Company&#146;s assets but excluding a sale or spin-off of a product line, business unit or line of business of the Company if the remaining business is
significant as determined by the Company&#146;s board of directors in its sole discretion. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) &#147;Change in Control Termination&#148;
means any of the following events of termination of the Executive&#146;s employment: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(i) termination of the Executive&#146;s employment by
the Company following a Change in Control, other than for Cause or as a result of the Executive&#146;s death or Disability; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(ii) automatic
termination of the Executive&#146;s employment thirty (30)&nbsp;days following a Change in Control as provided in section 3(c) below; or </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman"
SIZE="2">(iii) termination of the Executive&#146;s employment by the Company prior to a Change in Control, other than for Cause or as a result of the Executive&#146;s death or Disability, if it is reasonably demonstrated by the Executive that such
termination of employment (A)&nbsp;was at the request of a third party that has taken steps reasonably calculated to effect the Change in Control or (B)&nbsp;was otherwise related to or in anticipation of the Change in Control. A Change in Control
Termination under this Section&nbsp;1(c)(iii) shall be deemed to have occurred if and when the Change in Control occurs. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d)
&#147;Disability&#148; means such physical or mental incapacity as to make the Executive unable to perform the essential functions of his employment duties for a period of at least 60 consecutive days with or without reasonable accommodation. If any
question shall arise as to whether during any period the Executive is so disabled as to be unable to perform the essential functions of his employment duties with or without reasonable accommodation, the Executive may, and at the request of the
Company shall, </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive
or the Executive&#146;s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue.
The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company&#146;s determination of such issue
shall be binding on the Executive. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(e) &#147;Good Reason&#148; means the occurrence, without the Executive&#146;s consent and without
Cause, of any of the following events (provided that the Executive shall have given the Company written notice describing such event and the matter shall not have been fully remedied by the Company within thirty (30)&nbsp;days after receipt of such
notice): </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(i) any reduction of the Executive&#146;s annual base salary or target bonus as set by the Board of Directors or a committee of
the Board of Directors for the respective year; provided that any such reduction that is consistent with similar actions taken with respect to the base salaries and/or target bonuses of the other senior executives of the Company shall not constitute
Good Reason; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(ii) any material reduction in the aggregate value of the following benefits, taken as a whole: (A)&nbsp;benefits for which
the Executive is eligible under the Company&#146;s medical, dental, vision, basic life insurance and retirement plans and (B)&nbsp;the Executive&#146;s supplemental long-term disability plan, or any other action by the Company that would materially
adversely affect the Executive&#146;s participation under any such plans; provided that any such reduction or other action that is consistent with similar actions taken with respect to comparable benefits of the other senior executives of the
Company shall not constitute Good Reason; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(iii) the failure to maintain the Executive in the position of Chief Executive Officer of the
Company or a material diminution of the Executive&#146;s authority or responsibilities; provided that no diminution of authority or responsibilities resulting from a sale or spin-off of a product line, business unit or line of business of the
Company that does not constitute a Change in Control under Section&nbsp;1(b)(iv) shall constitute Good Reason; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(iv) any breach by the
Company of its material obligations under this Agreement; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(v) any failure by the Company to obtain the assumption of this Agreement by any
successor or assign of the Company; or </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(vi) any requirement that the Executive relocate to a work site that would increase the
Executive&#146;s one-way commute distance by more than fifty (50)&nbsp;miles from the Executive&#146;s then principal residence. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(f)
&#147;Stock Plan&#148; means any stock option or equity compensation plan of the Company in effect at any time, including without limitation the 1987 Incentive Stock Option Plan, the 1997 Incentive Stock Option Plan, the 1997 Nonqualified Stock
Option Plan, and the 2000 Equity Incentive Plan. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>2. <U>Termination of Employment without Cause; Resignation for Good Reason</U></B>. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">If the Company terminates the Executive&#146;s employment without Cause, other than due to his death or Disability, or the Executive resigns for Good
Reason, the Executive shall be entitled, effective as of the termination date, to: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) payment of his base salary, paid bi-weekly, for a
two-year period commencing on the termination date, such salary to be paid at a rate equal, on an annualized basis, to the highest annual </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">salary (excluding any bonuses) in effect with respect to the Executive during the six-month period immediately preceding
the termination date; provided that (i)&nbsp;no such payments shall be made until the earlier of (A)&nbsp;six months and one day following the termination date or (B)&nbsp;the earliest date as of which such payments may begin without penalty
pursuant to Section&nbsp;409A(a)(2) of the U.S. Internal Revenue Code of 1986 (the &#147;Code&#148;) and (ii)&nbsp;all such bi-weekly payments that are deferred pursuant to clause (i)&nbsp;shall be paid in the aggregate on the first day that such
payments may be made pursuant to clause (i); and </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) continued participation in the Company&#146;s medical, dental, vision and basic life
insurance benefit plans (the &#147;Benefit Plans&#148;), subject to the terms and conditions of the respective plans and applicable law, for a period of two years following the termination date; provided that, to the extent that the Benefit Plans do
not permit such continuation of the Executive&#146;s participation following his termination or any such plan is terminated, the Company shall pay the Executive an amount which is sufficient for him to purchase equivalent benefits, such amount to be
paid quarterly in advance; provided further, however, that to the extent the Executive becomes eligible to receive medical, dental, vision and/or basic life insurance benefits under a plan provided by another employer, the Executive&#146;s
entitlement to participate in the Benefit Plans or to receive such alternate payments shall cease as of the date the Executive is eligible to participate in such other plan, and the Executive shall notify the Company of his eligibility under such
plan. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>3. <U>Change in Control</U></B>. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">This Section&nbsp;3 shall apply if a Change in Control occurs while this Agreement is in effect. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) <I>Equity Awards</I>.<I>
</I> </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(i) Effective upon a Change in Control that occurs during the Executive&#146;s employment, the following shall occur: </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(A) any performance criteria applicable to any stock options, stock appreciation rights, restricted stock units, restricted stock or other equity awards
issued under any Stock Plan and held by the Executive shall be deemed to have been met in full; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(B) all outstanding stock options, stock
appreciation rights, restricted stock units and other equity awards issued under any Stock Plan and held by the Executive shall immediately become vested and exercisable in full; </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(C) each outstanding stock option issued under any Stock Plan and held by the Executive shall remain exercisable, following the termination of the
Executive&#146;s employment, until the close of business on the latest of (i)&nbsp;December&nbsp;31 of the calendar year in which such option would have otherwise terminated, (ii)&nbsp;the fifteenth (15</FONT><FONT FACE="Times New Roman" SIZE="1"
COLOR="#000000"><SUP>th</SUP></FONT><FONT FACE="Times New Roman" SIZE="2" COLOR="#000000">)&nbsp;day of the third month following the date on which such option would have otherwise terminated, or (iii)&nbsp;such later date as permitted by
Section&nbsp;409A of the Code and applicable regulations thereunder, but only to the extent that the extension of the exercise period of such option to such later date does not cause Section&nbsp;409A of the Code to apply to such option; provided
that in no event shall the exercise period of such option be extended beyond the original term of such option; and </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(D) all restrictions
applicable to restricted stock issued under any Stock Plan and held by the Executive shall immediately lapse; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">provided that the foregoing shall not apply
to any shares of restricted stock, restricted stock units or other equity awards granted to the Executive as an incentive bonus under the Company&#146;s Executive Incentive Performance Plan or under similar short-term incentive plans (collectively,
&#147;Bonus Equity&#148;), which shall be treated as provided in Section&nbsp;3(b)(ii). </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(ii) <I>Make-Up Payment.</I> Effective upon a Change in Control Termination under Section&nbsp;1(c)(iii),
the Company shall pay the Executive in a lump sum the amount equal to the excess, if any, of (A)&nbsp;the product of (1)&nbsp;the number of additional shares of the Company&#146;s Common Stock that either were subject to options, stock appreciation
rights or other awards that became vested and exercisable and/or were restricted stock or restricted stock units as to which the restrictions lapsed, in each case solely as a result of Section&nbsp;3(a)(i), and for which the Executive would have
been entitled to receive consideration in the Change in Control (on the same basis as other holders of Common Stock) had the Executive remained employed on the date of the Change in Control and were deemed to have exercised all the stock options
that would then have become exercisable under Section&nbsp;3(a)(i)(B) times (2)&nbsp;the amount per share of the Company&#146;s Common Stock (if any) received by the Company&#146;s stockholders generally pursuant to the Change in Control over
(B)&nbsp;the aggregate exercise price of all such additional stock options that the Executive would then have become able to exercise upon the Change in Control as a result of Section&nbsp;3(a)(i)(B); whereupon all such stock options, stock
appreciation rights, and other awards shall terminate and shall no longer be exercisable. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) <I>Accrued Bonus.</I> Effective upon a
Change in Control that occurs during the Executive&#146;s employment or upon a Change in Control Termination under Section&nbsp;1(c)(iii): </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman"
SIZE="2">(i) the Executive shall be entitled to payment of a pro-rata portion of any annual cash incentive award for which the Executive is eligible for the fiscal year in which the Change in Control occurs, based on the Executive&#146;s target cash
bonus for such year and the percentage of the year completed through the date of the Change in Control, for the purposes of which any performance criteria applicable to such award shall be deemed to have been met in full, which payment shall be made
in one lump sum within thirty (30)&nbsp;days of the date of the Change in Control; and </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(ii) the vesting schedule applicable to any Bonus
Equity held by the Executive shall be amended automatically so that a pro-rata portion of any such Bonus Equity equal to the percentage of the respective fiscal year completed through the date of the Change in Control shall thereupon be vested and
subject to no further restrictions, and the portion not so vested shall thereupon automatically be cancelled and forfeited to the Company. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">(c) <I>Termination of Employment.</I> Unless the Executive&#146;s employment is earlier terminated, the Executive&#146;s employment with the Company shall terminate effective thirty (30)&nbsp;days following a Change in Control. </FONT></P>
<P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d) <I>Salary, Bonus and Benefits. </I>Effective upon any Change in Control Termination, the Executive shall be entitled to the following: </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(i) payment of his base salary plus his target bonus, paid bi-weekly, for a two-year period commencing on the termination date, such salary and bonus
to be paid at a rate equal, on an annualized basis, to the highest annual salary and target bonus in effect with respect to the Executive during the six-month period immediately preceding the Change in Control or the Change in Control Termination,
whichever is higher; provided that (A)&nbsp;no such payments shall be made until the earlier of (I)&nbsp;six months and one day following the date of the Change in Control Termination or (II) the earliest date as of which such payments may begin
without penalty pursuant to Section&nbsp;409A(a)(2) of the Code and (B)&nbsp;all such bi-weekly payments that are deferred pursuant to clause (A)&nbsp;shall be paid in the aggregate on the first day that such payments may be made pursuant to clause
(B); and </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(ii) continued participation in the Benefit Plans, subject to the terms and conditions of the respective
plans and applicable law, for a period of two years following the termination date; provided that, to the extent that the Benefit Plans do not permit such continuation of the Executive&#146;s participation following his termination or any such plan
is terminated, the Company shall pay the Executive an amount which is sufficient for him to purchase equivalent benefits, such amount to be paid quarterly in advance; provided, further, however, that to the extent the Executive becomes eligible to
receive medical, dental, vision and/or basic life insurance benefits under a plan provided by another employer, the Executive&#146;s entitlement to participate in the Benefit Plans or to receive such alternate payments shall cease as of the date the
Executive is eligible to participate in such other plan, and the Executive shall notify the Company of his eligibility under such plan. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Payments and
benefits under this Section&nbsp;3(d) shall be in lieu and without duplication of any amounts or benefits under Section&nbsp;2, and the Executive shall be entitled to any such payments and benefits for no more than two years even if both such
sections apply. If, in the event of a Change in Control Termination under Section&nbsp;1(c)(iii), the Executive becomes entitled to payments under this Section&nbsp;3(d) after he has begun to receive payments under Section&nbsp;2, he shall be
entitled to a make-up payment to ensure that he receives the higher amount payable hereunder for the full two-year period. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(e) <I>Deemed
Amendment of Equity Awards.</I> The Company and the Executive hereby agree that the agreements evidencing any equity awards to the Executive are hereby and will be deemed amended to give effect to the provisions of Sections 3 and 4 of this
Agreement. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>4. <U>Death or Disability</U></B>. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">Effective upon termination of the Executive&#146;s employment due to his death or Disability, the following shall occur: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) all
performance criteria applicable to any stock options, stock appreciation rights, restricted stock units, restricted stock or other equity awards issued under any Stock Plan and held by the Executive shall be deemed to have been met in full;
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) all outstanding stock options, stock appreciation rights, restricted stock units and other equity awards issued under any Stock Plan
shall immediately become vested and exercisable in full; and </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) all restrictions applicable to restricted stock issued under any Stock
Plan and held by the Executive shall immediately lapse; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman" SIZE="2">provided that the foregoing shall not apply to any Bonus Equity.
</FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>5. <U>Taxes</U></B>. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) <I>Withholding.
</I>All payments to be made to the Executive under this Agreement will be subject to any required withholding of federal, state and local income and employment taxes. In addition, the Company may withhold from any payments hereunder any amounts
attributable to withholding taxes applicable to the lapse of restrictions on restricted stock or the vesting of restricted stock units owned by the Executive pursuant to Sections 3 or 4, including, in its discretion withholding from any shares
deliverable to the Executive such number of shares as the Company determines is necessary to satisfy such tax obligations, valued at their fair market value (determined pursuant to the respective Company equity compensation plan) as of the date such
restrictions lapse. </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) <I>Excess Parachute Payment Tax</I>. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(i) If it is determined that any payment, benefit or distribution (for the purposes of this Section&nbsp;5(b), each, a &#147;payment&#148;) from the
Company to or for the benefit of the Executive would be subject to the excise tax imposed by Section&nbsp;4999 of the Code (the &#147;Excise Tax&#148;), the Company shall pay to the Executive an additional payment (the &#147;Gross-Up Payment&#148;)
in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect
thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax; provided, however, that if a reduction in the amount of the payments (other than the Gross-Up Payment) to the
Executive would cause the payments not to be subject to the Excise Tax and the amount of such reduction does not exceed fifteen percent (15%)&nbsp;of the payments (other than the Gross-Up Payment) that would be subject to the Excise Tax (the
&#147;Parachute Payments&#148;), then the amount of payments from the Company to the Executive shall be reduced by the minimum amount necessary so that the remaining payments to the Executive will not be subject to the Excise Tax and the Executive
will not be entitled to the Gross-Up Payment. In the event that the payments to the Executive are to be reduced, the Company shall promptly give the Executive notice to that effect and the Executive may then elect, in his sole discretion, which and
how much of the payments shall be eliminated or reduced (as long as, after such election, none of the payments to the Executive are subject to the Excise Tax), and shall advise the Company in writing of his election within ten (10)&nbsp;days of his
receipt of the Company&#146;s notice. If no such election is made by the Executive within such period, the Company may elect which and how much of the payments shall be eliminated or reduced (as long as, after such election, none of the payments to
the Executive are subject to the Excise Tax) and shall notify the Executive promptly of such election. Notwithstanding the foregoing, the Company shall be entitled to exhaust its remedies under Sections 5(b)(ii) and (iii)&nbsp;below prior to the
payment of any Gross-Up Payment and the Executive shall not be entitled to any Gross-Up Payment if the Executive has not complied with Section&nbsp;5(b)(ii) or (iii), as the case may be. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(ii) Subject to the provisions of Section&nbsp;5(b)(iii), all determinations required to be made under this Section&nbsp;5(b), including whether and when
a Gross-Up Payment is required, the amount of any such Gross-Up Payment, the amount of any reduction of the payments to the Executive and the assumptions to be used in arriving at such determination, shall be made by an independent accounting firm
selected by the Company, whose determinations shall be binding upon the Company and the Executive. Notwithstanding any determination by such accounting firm, if it is later determined that: </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">(A) the amount of the Executive&#146;s Excise Tax liability is greater than the amount of the initial Gross-Up Payment, if any, the Company shall pay to
the Executive an additional amount with respect to such additional Excise Tax such that the aggregate Gross-Up Payment is equal to the amount contemplated by Section&nbsp;5(b)(i) above; provided, however, that if a reduction in the aggregate amount
of the payments (other than the Gross-Up Payment) to the Executive would cause the payments not to be subject to the Excise Tax and the amount of such reduction would not exceed fifteen percent (15%)&nbsp;of the Parachute Payments the Executive was
originally entitled to receive (other than the Gross-Up Payment), then the Executive shall return a portion of the payments the Executive received equal to the minimum amount necessary so that the payments retained by the Executive will not be
subject to the Excise Tax, reduced by the amount of any relevant taxes already paid by the Executive and not refundable; </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">(B) the amount of
the Executive&#146;s Excise Tax liability is less than the Excise Tax liability with respect to which the initial Gross-Up Payment was made, the Executive shall, as soon as practical after the determination is made, pay to the Company the amount of
the overpayment by the Company, reduced by the amount of any relevant taxes already paid by the Executive and not </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">refundable; provided, however, that if, as a result of the reduced Excise Tax liability, a reduction in
the amount of the payments (other than the Gross-Up Payment) to the Executive would cause the payments not to be subject to the Excise Tax and the amount of such reduction would not exceed fifteen percent (15%)&nbsp;of the Parachute Payments the
Executive was originally entitled to receive (other than the Gross-Up Payment), then the Executive shall return to Company the Gross-Up Payment and a portion of the payments the Executive received equal to the minimum amount necessary so that the
payments retained by the Executive will not be subject to the Excise Tax, reduced by the amount of any relevant taxes already paid by the Executive and not refundable; </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%"><FONT
FACE="Times New Roman" SIZE="2">(C) the amount of the Executive&#146;s Excise Tax liability is greater than the amount originally determined and the payments to the Executive were previously reduced, the Company shall pay to the Executive the amount
of the reduced payments and a Gross-Up Payment equal to the amount contemplated by Section&nbsp;5(b)(i) above; provided, however, that if a further reduction in the amount of the payments (other than the Gross-Up Payment) to the Executive would
cause the payments not to be subject to the Excise Tax and the amount of the aggregate reduction would not exceed fifteen percent (15%)&nbsp;of the Parachute Payments the Executive was originally entitled to receive (other than the Gross-Up
Payment), then the Executive shall return a portion of the payments the Executive received equal to the minimum amount necessary so that the payments retained by the Executive will not be subject to the Excise Tax, reduced by the amount of any
relevant taxes already paid by the Executive and not refundable; or </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:4%"><FONT FACE="Times New Roman" SIZE="2">(D) the amount of the Executive&#146;s Excise Tax liability is less
than the amount originally determined and the payments to the Executive were previously reduced, the Company shall pay to the Executive the amount of the reduced payments, or a portion thereof, to the extent necessary so that the aggregate payments
paid to the Executive will not be subject to the Excise Tax. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Upon request of the Company, the Executive agrees to make available to the Company and an
independent auditor selected by the Company the Executive&#146;s tax returns and such other financial information that the Company may reasonably request to verify the amount payable by the Company or the Executive pursuant to clause (A), (B),
(C)&nbsp;or (D)&nbsp;above, as applicable. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(iii) The Executive shall notify the Company in writing of any claim by the Internal Revenue
Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than thirty (30)&nbsp;days after the Executive is informed in writing of such claim
and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30)&nbsp;day period following the date on which the
Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that the
Company desires to contest such claim, the Executive shall: (A)&nbsp;provide the Company with any information reasonably requested by the Company relating to such claim, (B)&nbsp;take such action in connection with contesting such claim as the
Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (C)&nbsp;cooperate with the Company in good
faith in order effectively to contest such claim, and (D)&nbsp;permit the Company to participate in any proceedings relating to such claim. The Company shall bear and pay directly all costs and expenses (including additional interest and penalties)
incurred in connection with such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income or other tax (including interest and penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section&nbsp;5(b), the Company shall control </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">all proceedings taken in connection with such contest, and, at its sole option, may pursue or forgo any and all
administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in
any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine. </FONT></P> <P
STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>6. <U>Term</U></B>. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">This Agreement shall continue in
effect for a period of two years from the Effective Date and shall automatically renew thereafter on an annual basis for additional twelve-month terms unless either party provides written notice to the other party of non-renewal at least ninety
(90)&nbsp;days prior to the expiration of the then current term. Except as otherwise expressly set forth in this Agreement, upon the termination of this Agreement, the respective rights and obligations of the parties shall survive to the extent
necessary to carry out the intentions of the parties as embodied herein. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>7. <U>Successors and Assigns</U></B>. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) This Agreement is personal to the Executive and is not assignable by the Executive, other than by will or the laws of descent and distribution,
without the prior written consent of the Company. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) This Agreement shall inure to the benefit of and be binding upon the Company and its
successors and assigns. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such
succession had taken place. As used in this Agreement, &#147;Company&#148; shall mean the Company as defined above and any successor to its business and/or assets that assumes and agrees to perform this Agreement. </FONT></P> <P
STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>8. <U>No Duty to Mitigate</U>.</B> </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">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 or benefits extended under any of the provisions of this Agreement and, except as contemplated by Sections&nbsp;2(b) and 3(d)(ii)
hereof, any amounts payable or benefits extended to the Executive hereunder shall not be subject to reduction for any compensation received from other employment. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2"><B>9. <U>Conditions to Payment of Severance</U></B>. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Notwithstanding any other provision of this Agreement, the Executive&#146;s
entitlement to receive any of the payments and other benefits contemplated by Sections&nbsp;2 or 3 hereof shall be contingent upon: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a)
execution by the Executive on the date of termination of a release in substantially the form of <U>Exhibit&nbsp;A</U> hereto (the &#147;Release&#148;), and the Executive hereby acknowledges and agrees that the Company&#146;s entering into this
Agreement and agreement to make such payments are and shall be good and sufficient consideration for such Release; and </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) the
Executive&#146;s continued compliance with the material terms of this Agreement, as applicable, and those of his Non-Disclosure, Non-Competition and Invention Agreement with the Company. </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>10. <U>Miscellaneous</U></B>. </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(a) This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, except any such laws that would render such choice of law ineffective. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) This Agreement is intended, to the extent applicable, to constitute good faith compliance with the requirements of Section&nbsp;409A of the Code. The
Company and the Executive agree that they shall cooperate in good faith to amend any provision hereof to the extent required to maintain compliance with the provisions of Section&nbsp;409A of the Code as they may be modified hereafter (including by
subsequent regulations or other guidance of the Internal Revenue Service). </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) This Agreement may not be amended or modified otherwise
than by a written agreement executed by the parties hereto or their respective successors and legal representatives. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d) This Agreement
constitutes the entire understanding and agreement between the parties hereto with regard to the compensation and benefits payable to the Executive in the circumstances described herein, superseding all prior understandings and agreements, whether
oral or written, including the Agreement dated January&nbsp;21, 2003 between the Company and the Executive, which has terminated and is no longer in effect. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(e) The Company agrees to pay as incurred and within twenty (20)&nbsp;days after submission of supporting documentation, to the full extent permitted by law, all legal fees and expenses the Executive may reasonably
incur as a result of any contest by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement (including as a result of any contest by the Executive about the amount of any payment
pursuant to this Agreement) with respect to which the Executive is successful on the merits, plus, in each case, interest on any delayed payment at the applicable Federal rate provided for in Section&nbsp;7872(f)(2)(A) of the Code. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(f) All notices and other communications hereunder shall be in writing and shall be delivered by hand delivery, by a reputable overnight courier service,
or by registered or certified mail, return receipt requested, postage prepaid, in each case addressed as follows: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">If to the Company:
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">Parametric Technology Corporation </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman"
SIZE="2">140 Kendrick Street </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">Needham, MA 02494 </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%"><FONT
FACE="Times New Roman" SIZE="2">Attention: General Counsel </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">If to the Executive: </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">C. Richard Harrison </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">15 Claridge Drive
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">Weston, MA 02493 </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">or to such other address as
either party shall have furnished to the other in writing in accordance herewith. Any notice or communication shall be deemed to be delivered upon the date of hand delivery, one day following delivery to an overnight courier service, or three days
following mailing by registered or certified mail. </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman" SIZE="2">EXECUTED as of the date first written above. </FONT></P> <P
STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TD VALIGN="bottom" COLSPAN="3"><FONT FACE="Times New Roman" SIZE="2"><B>PARAMETRIC TECHNOLOGY CORPORATION</B></FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2"><B>C. RICHARD HARRISON</B></FONT></TD></TR>
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<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">By:</FONT></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-bottom:1px;border-bottom:1px solid #000000"><FONT FACE="Times New Roman" SIZE="2">/s/ Barry F. Cohen</FONT></P></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;&nbsp;</FONT></TD>
<TD VALIGN="bottom"> <P STYLE="margin-bottom:1px;border-bottom:1px solid #000000"><FONT FACE="Times New Roman" SIZE="2">/s/ C. Richard Harrison</FONT></P></TD></TR>
<TR>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom"><FONT SIZE="1">&nbsp;</FONT></TD>
<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">Barry F. Cohen</FONT></TD>
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<TD VALIGN="bottom"><FONT FACE="Times New Roman" SIZE="2">Executive Vice President</FONT></TD>
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<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>dex102.htm
<DESCRIPTION>FORM OF EXECUTIVE AGREEMENT
<TEXT>
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<TITLE>FORM OF EXECUTIVE AGREEMENT</TITLE>
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 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2"><B>Exhibit 10.2 </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="center"><FONT
FACE="Times New Roman" SIZE="2"><B><U>EXECUTIVE AGREEMENT </U></B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">This Agreement dated as of August&nbsp;29, 2006 (the &#147;Effective
Date&#148;) is by and between Parametric Technology Corporation, a Massachusetts corporation (the &#147;Company&#148;), and [executive], [executive&#146;s home address] (the &#147;Executive&#148;). </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">WHEREAS, the Executive is the [title] of the Company; and </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">WHEREAS, to provide an incentive for the Executive to remain with the Company and as consideration for the Executive&#146;s execution of the Non-Disclosure, Non-Competition and Invention Agreement dated as of the date
hereof with the Company, the Company desires to make the following arrangements with the Executive concerning certain payments and benefits to be provided to the Executive if his employment with the Company is terminated without Cause or if certain
other events specified herein occur; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">NOW, THEREFORE, the Company and the Executive hereby agree as follows: </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>1. <U>Definitions.</U> </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) &#147;Cause&#148; means
</FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(i) the Executive&#146;s willful and continued failure to substantially perform his duties to the Company (other than any such failure
resulting from the Employee&#146;s incapacity due to physical or mental illness), provided that the Company has delivered a written demand for performance to the Executive specifically identifying the manner in which the Company believes that the
Executive has not substantially performed his duties and the Executive does not cure such failure within 30 days after such demand; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(ii)
willful conduct by the Executive which is demonstrably and materially injurious to the Company; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(iii) the Executive&#146;s conviction of,
or pleading of guilty or nolo contendere to, a felony; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(iv) the Executive&#146;s entry in his personal capacity into a consent decree
relating to the business of the Company with any government body; or </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(v) the Executive&#146;s willful violation of any material provision
of his Non-Disclosure, Non-Competition and Invention Agreement with the Company; provided that, if such violation is able to be cured, the Executive has not, within 30 days after written demand by the Company, cured such violation. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">For purposes of this definition, no act or failure to act on the Executive&#146;s part shall be deemed &#147;willful&#148; unless done or omitted to be
done by the Executive not in good faith and without reasonable belief that his action or omission was in the best interests of the Company. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">(b) &#147;Change in Control&#148; means the occurrence of any of the following events: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(i) any &#147;person,&#148; as such term is
used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any
corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportion as their </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">ownership of stock in the Company) is or becomes the &#147;beneficial owner&#148; (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company&#146;s then outstanding securities (other than as a result of acquisitions of such securities from the Company);
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(ii) individuals who, as of the date hereof, constitute the Board of Directors of the Company (the &#147;Incumbent Board&#148;) cease for
any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company&#146;s stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the
directors of the Company) shall be, for purposes of this Agreement, considered to be a member of the Incumbent Board; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(iii) the
consummation of a merger, share exchange or consolidation of the Company or any subsidiary of the Company with any other corporation (each a &#147;Business Combination&#148;), other than (A)&nbsp;a Business Combination that would result in the
voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of another entity) beneficial ownership, directly or indirectly, of a
majority of the combined voting power of the Company or the surviving entity (including any person that, as a result of such transaction, owns all or substantially all of the Company&#146;s assets either directly or through one or more subsidiaries)
outstanding immediately after such Business Combination or (B)&nbsp;a merger, share exchange or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no &#147;person&#148; (as defined above) is or
becomes the beneficial owner of 50% or more of the combined voting power of the Company&#146;s then outstanding securities; or </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(iv) the
stockholders of the Company approve (A)&nbsp;a plan of complete liquidation of the Company; or (B)&nbsp;an agreement for the sale or disposition by the Company of all or substantially all of the Company&#146;s assets but excluding a sale or spin-off
of a product line, business unit or line of business of the Company if the remaining business is significant as determined by the Company&#146;s board of directors in its sole discretion. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) &#147;Change in Control Termination&#148; means any of the following terminations of the Executive&#146;s employment: </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(i) termination of the Executive&#146;s employment by the Company during the period from the date of the Change in Control through the second anniversary
thereof, other than for Cause or as a result of the Executive&#146;s death or Disability; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(ii) resignation by the Executive for Good
Reason during the period from the date of the Change in Control through the second anniversary thereof; or </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(iii) termination of the
Executive&#146;s employment by the Company prior to a Change in Control, other than for Cause or as a result of the Executive&#146;s death or Disability, if it is reasonably demonstrated by the Executive that such termination of employment
(A)&nbsp;was at the request of a third party that has taken steps reasonably calculated to effect the Change in Control or (B)&nbsp;was otherwise arose related to or in anticipation of the Change in Control. A Change in Control Termination under
this Section&nbsp;1(c)(iii) shall be deemed to have occurred if and when the Change in Control occurs. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d) &#147;Disability&#148; means
such physical or mental incapacity as to make the Executive unable to perform the essential functions of his employment duties for a period of at least 60 consecutive days with </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">or without reasonable accommodation. If any question shall arise as to whether during any period the Executive is so
disabled as to be unable to perform the essential functions of his employment duties with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by
a physician selected by the Company to whom the Executive or the Executive&#146;s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for
the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such
certification, the Company&#146;s determination of such issue shall be binding on the Executive. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(e) &#147;Good Reason&#148; means the
occurrence, without the Executive&#146;s consent and without Cause, of any of the following events after or in connection with a Change in Control (provided that the Executive shall have given the Company written notice describing such event and the
matter shall not have been fully remedied by the Company within thirty (30)&nbsp;days after receipt of such notice): </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(i) any reduction of
the Executive&#146;s annual base salary or target bonus as in effect at the date of the Change in Control; provided that any such reduction (not exceeding fifteen percent (15%)&nbsp;of either (A)&nbsp;such base salary or (B)&nbsp;the sum of such
base salary and such target bonus) that is consistent with similar actions taken with respect to the base salaries and/or target bonuses of the other senior executives of the Company shall not constitute Good Reason; </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(ii) any material reduction in the aggregate value of the benefits, taken as a whole, for which the Executive is eligible under the Company&#146;s
medical, dental, vision, and basic life insurance and retirement plans, or any other action by the Company that would materially adversely affect the Executive&#146;s participation under any such plans; provided that any such reduction or other
action that is consistent with similar actions taken with respect to comparable benefits of the other senior executives of the Company shall not constitute Good Reason; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT
FACE="Times New Roman" SIZE="2">(iii) a material diminution in the substantive responsibilities or the scope of the Executive&#146;s position, taking into consideration, without limitation, the dollar amount of the budget and the number of employees
for which the Executive has responsibility (and a reduction of more than ten percent (10%)&nbsp;in such dollar amount or such number from that which was applicable at the date of the Change in Control shall be deemed a &#147;material
diminution&#148; unless it is comparable to similar reductions then applicable to the Company&#146;s executive officers generally); </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(iv)
any breach by the Company of its material obligations under this Agreement; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(v) any failure by the Company to obtain the assumption of
this Agreement by any successor or assign of the Company; or </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(vi) any requirement that the Executive relocate to a work site that would
increase the Executive&#146;s one-way commute distance by more than fifty (50)&nbsp;miles from the Executive&#146;s then principal residence. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">(f) &#147;Stock Plan&#148; means any stock option or equity compensation plan of the Company in effect at any time, including without limitation the 1987 Incentive Stock Option Plan, the 1997 Incentive Stock Option Plan, the 1997
Nonqualified Stock Option Plan, and the 2000 Equity Incentive Plan. </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>2. <U>Termination of Employment without Cause.</U> </B></FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">If the Company terminates the Executive&#146;s employment without Cause, other than due to his death or Disability, the Executive shall be entitled to the
following: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) a lump sum payment in an amount equal to one times the highest annual salary (excluding any bonuses) in effect with respect
to the Executive during the six-month period immediately preceding the termination date, payable within thirty (30)&nbsp;days after the termination date; and </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(b) continued participation in the Company&#146;s medical, dental, vision and basic life insurance benefit plans (the &#147;Benefit Plans&#148;), subject to the terms and conditions of the respective plans and
applicable law, for a period of one year following the termination date; provided that, to the extent that the Benefit Plans do not permit such continuation of the Executive&#146;s participation following his termination or any such plan is
terminated, the Company shall pay the Executive an amount which is sufficient for him to purchase equivalent benefits, such amount to be paid quarterly in advance; provided further, however, that to the extent the Executive becomes eligible to
receive medical, dental, vision and/or basic life insurance benefits under a plan provided by another employer, the Executive&#146;s entitlement to participate in the Benefit Plans or to receive such alternate payments shall cease as of the date the
Executive is eligible to participate in such other plan, and the Executive shall notify the Company of his eligibility under such plan. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>3. <U>Change in
Control.</U> </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">This Section&nbsp;3 shall apply if a Change in Control occurs while this Agreement is in effect. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) <I>Equity Awards</I>. Effective upon a Change in Control that occurs during the Executive&#146;s employment, the following shall occur: </FONT></P>
<P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(i) any performance criteria applicable to any stock options, stock appreciation rights, restricted stock units, restricted stock or other equity
awards issued under any Stock Plan and held by the Executive shall be deemed to have been met in full; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(ii) the vesting schedule
applicable to any stock options, stock appreciation rights, restricted stock units or other equity awards issued under any Stock Plan and held by Executive shall be amended automatically so that each such equity award shall thereupon vest to the
extent that such equity award, in the absence of such amendment, would have been vested from and after the date which is two years after the Change in Control; provided that if any such stock option, stock appreciation right, restricted stock unit
or other equity award is not assumed, or an award or payment of equivalent value is not substituted therefor, by any acquirer of or successor to the Company, then such stock option, stock appreciation right, restricted stock unit or other equity
award shall thereupon become vested and exercisable in full; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(iii) the vesting schedule applicable to any shares of restricted stock
issued under any Stock Plan and held by Executive shall be amended automatically so that the restrictions shall thereupon lapse with respect to all shares that, in the absence of such amendment, would not have been restricted shares from and after
the date which is two years after the Change in Control; and </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(iv) each outstanding equity award held by the Executive shall be amended to
provide that, notwithstanding any provision of any Stock Plan, no outstanding share of restricted stock, stock option, stock appreciation right, restricted stock unit or other equity award held by the Executive may be terminated without the
Executive&#146;s written consent (other than (A)&nbsp;any unvested portion thereof that is </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">terminated or forfeited upon termination of the Executive&#146;s employment as provided in any agreement or certificate
executed in connection with any such equity award, (B)&nbsp;a stock option the termination of which is covered by Section&nbsp;8(i) of the Company&#146;s 2000 Equity Incentive Plan, or (C)&nbsp;upon payment of equivalent value for such terminated
award). </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">This Section&nbsp;3(a) shall not apply to any shares of restricted stock, restricted stock units or other equity awards granted to the Executive
as an incentive bonus under the Company&#146;s Executive Incentive Performance Plan or under similar short-term incentive plans (collectively, &#147;Bonus Equity&#148;), which shall be treated as provided in Section&nbsp;3(b)(ii). </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) <I>Accrued Bonus</I>. Effective upon a Change in Control that occurs during the Executive&#146;s employment or upon a Change in Control Termination
under Section&nbsp;1(c)(iii): </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(i) the Executive shall be entitled to payment of a pro-rata portion of any annual cash incentive award for
which the Executive is eligible for the fiscal year in which the Change in Control occurs, based on the Executive&#146;s target cash bonus for such year and the percentage of the year completed through the date of the Change in Control, for the
purposes of which any performance criteria applicable to such award shall be deemed to have been met in full, which payment shall be made in one lump sum within thirty (30)&nbsp;days of the date of the Change in Control; and </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(ii) the vesting schedule applicable to any Bonus Equity held by the Executive shall be amended automatically so that a pro-rata portion of any such
Bonus Equity equal to the percentage of the respective fiscal year completed through the date of the Change in Control shall thereupon be vested and subject to no further restrictions, and the portion not so vested shall thereupon automatically be
cancelled and forfeited to the Company. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) <I>Change in Control Termination Benefits</I>. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(i) <I>Equity Awards</I>. Effective upon a Change in Control Termination, the following shall occur: </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(A) all outstanding stock options, stock appreciation rights, restricted stock units and other equity awards issued under any Stock Plan and held by the
Executive shall immediately become vested and exercisable in full; and </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(B) all restrictions applicable to restricted stock issued under
any Stock Plan and held by the Executive shall immediately lapse; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">provided that the foregoing shall not apply to any Bonus Equity, which shall be treated
as provided in Section&nbsp;3(b)(ii). </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(ii) <I>Make-Up Payment</I>. Effective upon a Change in Control Termination under
Section&nbsp;1(c)(iii), the Company shall pay the Executive in a lump sum the amount equal to the excess, if any, of (A)&nbsp;the product of (1)&nbsp;the number of additional shares of the Company&#146;s Common Stock that either were subject to
options, stock appreciation rights or other awards that became vested and exercisable and/or were restricted stock or restricted stock units as to which the restrictions lapsed, in each case solely as a result of Section&nbsp;3(c)(i), and for which
the Executive would have been entitled to receive consideration in the Change in Control (on the same basis as other holders of Common Stock) had the Executive remained employed on the date of the Change in Control and were deemed to have exercised
all the stock options that would then have become exercisable under Section&nbsp;3(c)(i)(A) times (2)&nbsp;the amount per share of the Company&#146;s Common Stock (if any) received by the Company&#146;s </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">stockholders generally pursuant to the Change in Control over (B)&nbsp;the aggregate exercise price of all such
additional stock options that the Executive would then have become able to exercise upon the Change in Control as a result of Section&nbsp;3(c)(i)(A); whereupon all such stock options, stock appreciation rights, and other awards shall terminate and
shall no longer be exercisable. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(iii) <I>Salary, Bonus and Benefits</I>. Effective upon any Change in Control Termination, the Executive
shall be entitled to the following: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(A) a lump sum payment in an amount equal to one times his base salary plus his target bonus, such
salary to be the highest annual salary (excluding any bonuses) in effect with respect to the Executive during the six-month period immediately preceding the Executive&#146;s termination and such target bonus to be the highest target bonus in effect
with respect to the Executive for (1)&nbsp;the year in which the Change in Control occurs, (2)&nbsp;the year following the year in which the Change in Control occurs, or (3)&nbsp;the year in which the Change in Control Termination occurs, whichever
is highest, payable within thirty (30)&nbsp;days after the termination date; provided that, upon a termination described in Section&nbsp;1(c)(ii), payment of such amount shall be made upon the earlier of (a)&nbsp;six months and one day following the
termination date and (b)&nbsp;the earliest date as of which such payment may be made without penalty pursuant to Section&nbsp;409A(a)(2) of the U.S. Internal Revenue Code of 1986 (the &#147;Code&#148;); </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(B) continued participation in the Benefit Plans, subject to the terms and conditions of the respective plans and applicable law, for a period of one
year following the termination date; provided that, to the extent that the Benefit Plans do not permit such continuation of the Executive&#146;s participation following his termination or any such plan is terminated, the Company shall pay the
Executive an amount which is sufficient for him to purchase equivalent benefits, such amount to be paid quarterly in advance; provided, further, however, that to the extent the Executive becomes eligible to receive medical, dental, vision and/or
basic life insurance benefits under a plan provided by another employer, the Executive&#146;s entitlement to participate in the Benefit Plans or to receive such alternate payments shall cease as of the date the Executive is eligible to participate
in such other plan, and the Executive shall notify the Company of his eligibility under such plan. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Payments and benefits under this Section&nbsp;3(c)
shall be in lieu and without duplication of any amounts or benefits under Section&nbsp;2, and the Executive shall be entitled to any such payments and benefits for no more than two years even if both such sections apply. If, in the event of a Change
in Control Termination under Section&nbsp;1(c)(iii), the Executive becomes entitled to payments under this Section&nbsp;3(d) after he has begun to receive payments under Section&nbsp;2, he shall be entitled to a make-up payment to ensure that he
receives the higher amount payable hereunder for the full two-year period. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d) <I>Deemed Amendment of Equity Awards.</I> The Company and
the Executive hereby agree that the agreements evidencing any equity awards to the Executive are hereby and will be deemed amended to give effect to the provisions of Sections 3 and 4 of this Agreement. </FONT></P> <P
STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>4. <U>Death or Disability.</U> </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">Effective upon
termination of the Executive&#146;s employment due to his death or Disability, the following shall occur: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) all performance criteria
applicable to any stock options, stock appreciation rights, restricted stock units, restricted stock or other equity awards issued under any Stock Plan and held by the Executive shall be deemed to have been met in full; </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) all outstanding stock options, stock appreciation rights, restricted stock units and other equity
awards issued under any Stock Plan shall immediately become vested and exercisable in full; and </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) all restrictions applicable to
restricted stock issued under any Stock Plan and held by the Executive shall immediately lapse; </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">provided that the foregoing shall not apply to any Bonus
Equity. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B><I></I></B><B>5. <U>Taxes.</U></B><B><I> </I></B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(a) <I>Withholding</I>. All payments to be made to the Executive under this Agreement will be subject to any required withholding of federal, state and local income and employment taxes. In addition, the Company may
withhold from any payments hereunder any amounts attributable to withholding taxes applicable to the lapse of restrictions on restricted stock or the vesting of restricted stock units owned by the Executive pursuant to Sections 3 or 4, including, in
its discretion withholding from any shares deliverable to the Executive such number of shares as the Company determines is necessary to satisfy such tax obligations, valued at their fair market value (determined pursuant to the respective Company
equity compensation plan) as of the date such restrictions lapse. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) <I>Excess Parachute Payment Tax</I>. </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(i) If it is determined that any payment, benefit or distribution (for the purposes of this Section&nbsp;5(b), each, a &#147;payment&#148;) from the
Company to or for the benefit of the Executive would be subject to the excise tax imposed by Section&nbsp;4999 of the Code (the &#147;Excise Tax&#148;), the Company shall pay to the Executive an additional payment (the &#147;Gross-Up Payment&#148;)
in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect
thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax; provided, however, that if a reduction in the amount of the payments (other than the Gross-Up Payment) to the
Executive would cause the payments not to be subject to the Excise Tax and the amount of such reduction does not exceed fifteen percent (15%)&nbsp;of the payments (other than the Gross-Up Payment) that would be subject to the Excise Tax (the
&#147;Parachute Payments&#148;), then the amount of payments from the Company to the Executive shall be reduced by the minimum amount necessary so that the remaining payments to the Executive will not be subject to the Excise Tax and the Executive
will not be entitled to the Gross-Up Payment. In the event that the payments to the Executive are to be reduced, the Company shall promptly give the Executive notice to that effect and the Executive may then elect, in his sole discretion, which and
how much of the payments shall be eliminated or reduced (as long as, after such election, none of the payments to the Executive are subject to the Excise Tax), and shall advise the Company in writing of his election within ten (10)&nbsp;days of his
receipt of the Company&#146;s notice. If no such election is made by the Executive within such period, the Company may elect which and how much of the payments shall be eliminated or reduced (as long as, after such election, none of the payments to
the Executive are subject to the Excise Tax) and shall notify the Executive promptly of such election. Notwithstanding the foregoing, the Company shall be entitled to exhaust its remedies under Sections 5(b)(ii) and (iii)&nbsp;below prior to the
payment of any Gross-Up Payment and the Executive shall not be entitled to any Gross-Up Payment if the Executive has not complied with Section&nbsp;5(b)(ii) or (iii), as the case may be. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(ii) Subject to the provisions of Section&nbsp;5(b)(iii), all determinations required to be made under this Section&nbsp;5(b), including whether and when
a Gross-Up Payment is required, the amount of any such Gross-Up Payment, the amount of any reduction of the payments to the Executive and the assumptions to be used in arriving at such determination, shall be made by an independent accounting
</FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">firm selected by the Company, whose determinations shall be binding upon the Company and the Executive. Notwithstanding
any determination by such accounting firm, if it is later determined that: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(A) the amount of the Executive&#146;s Excise Tax liability is
greater than the amount of the initial Gross-Up Payment, if any, the Company shall pay to the Executive an additional amount with respect to such additional Excise Tax such that the aggregate Gross-Up Payment is equal to the amount contemplated by
Section&nbsp;5(b)(i) above; provided, however, that if a reduction in the aggregate amount of the payments (other than the Gross-Up Payment) to the Executive would cause the payments not to be subject to the Excise Tax and the amount of such
reduction would not exceed fifteen percent (15%)&nbsp;of the Parachute Payments the Executive was originally entitled to receive (other than the Gross-Up Payment), then the Executive shall return a portion of the payments the Executive received
equal to the minimum amount necessary so that the payments retained by the Executive will not be subject to the Excise Tax, reduced by the amount of any relevant taxes already paid by the Executive and not refundable; </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(B) the amount of the Executive&#146;s Excise Tax liability is less than the Excise Tax liability with respect to which the initial Gross-Up Payment was
made, the Executive shall, as soon as practical after the determination is made, pay to the Company the amount of the overpayment by the Company, reduced by the amount of any relevant taxes already paid by the Executive and not refundable; provided,
however, that if, as a result of the reduced Excise Tax liability, a reduction in the amount of the payments (other than the Gross-Up Payment) to the Executive would cause the payments not to be subject to the Excise Tax and the amount of such
reduction would not exceed fifteen percent (15%)&nbsp;of the Parachute Payments the Executive was originally entitled to receive (other than the Gross-Up Payment), then the Executive shall return to Company the Gross-Up Payment and a portion of the
payments the Executive received equal to the minimum amount necessary so that the payments retained by the Executive will not be subject to the Excise Tax, reduced by the amount of any relevant taxes already paid by the Executive and not refundable;
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman" SIZE="2">(C) the amount of the Executive&#146;s Excise Tax liability is greater than the amount originally determined and the payments to the
Executive were previously reduced, the Company shall pay to the Executive the amount of the reduced payments and a Gross-Up Payment equal to the amount contemplated by Section&nbsp;5(b)(i) above; provided, however, that if a further reduction in the
amount of the payments (other than the Gross-Up Payment) to the Executive would cause the payments not to be subject to the Excise Tax and the amount of the aggregate reduction would not exceed fifteen percent (15%)&nbsp;of the Parachute Payments
the Executive was originally entitled to receive (other than the Gross-Up Payment), then the Executive shall return a portion of the payments the Executive received equal to the minimum amount necessary so that the payments retained by the Executive
will not be subject to the Excise Tax, reduced by the amount of any relevant taxes already paid by the Executive and not refundable; or </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:13%"><FONT FACE="Times New Roman"
SIZE="2">(D) the amount of the Executive&#146;s Excise Tax liability is less than the amount originally determined and the payments to the Executive were previously reduced, the Company shall pay to the Executive the amount of the reduced payments,
or a portion thereof, to the extent necessary so that the aggregate payments paid to the Executive will not be subject to the Excise Tax. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Upon request of
the Company, the Executive agrees to make available to the Company and an independent auditor selected by the Company the Executive&#146;s tax returns and such other financial information that the Company may reasonably request to verify the amount
payable by the Company or the Executive pursuant to clause (A), (B), (C)&nbsp;or (D)&nbsp;above, as applicable. </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; text-indent:8%"><FONT FACE="Times New Roman" SIZE="2">(iii) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service
that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than thirty (30)&nbsp;days after the Executive is informed in writing of such claim and shall
apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30)&nbsp;day period following the date on which the Executive
gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that the Company
desires to contest such claim, the Executive shall: (A)&nbsp;provide the Company with any information reasonably requested by the Company relating to such claim, (B)&nbsp;take such action in connection with contesting such claim as the Company shall
reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (C)&nbsp;cooperate with the Company in good faith in order
effectively to contest such claim, and (D)&nbsp;permit the Company to participate in any proceedings relating to such claim. The Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in
connection with such contest, and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income or other tax (including interest and penalties with respect thereto) imposed as a result of such representation
and payment of costs and expenses. Without limitation on the foregoing provisions of this Section&nbsp;5(b), the Company shall control all proceedings taken in connection with such contest, and, at its sole option, may pursue or forgo any and all
administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in
any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine. </FONT></P> <P
STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>6. <U>Term.</U> </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">This Agreement shall continue in
effect for a period of two years from the Effective Date and shall automatically renew thereafter on an annual basis for additional twelve-month terms unless either party provides written notice to the other party of non-renewal at least ninety
(90)&nbsp;days prior to the expiration of the then current term. If a Change in Control occurs while this Agreement is in effect, the term of this Agreement shall automatically be extended to the second anniversary of the Change in Control. Except
as otherwise expressly set forth in this Agreement, upon the termination of this Agreement, the respective rights and obligations of the parties shall survive to the extent necessary to carry out the intentions of the parties as embodied herein.
</FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>7. <U>Successors and Assigns.</U> </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a)
This Agreement is personal to the Executive and is not assignable by the Executive, other than by will or the laws of descent and distribution, without the prior written consent of the Company. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this
Agreement, &#147;Company&#148; shall mean the Company as defined above and any successor to its business and/or assets that assumes and agrees to perform this Agreement. </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>8. <U>No Duty to Mitigate.</U> </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">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, except as
contemplated by Sections 2(b) and 3(c)(iii)(B)hereof, any benefits payable to the Executive hereunder shall not be subject to reduction for any compensation received from other employment. </FONT></P> <P
STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>9. <U>Conditions to Payment of Severance.</U> </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman"
SIZE="2">Notwithstanding any other provision of this Agreement, the Executive&#146;s entitlement to receive any of the payments and other benefits contemplated by Sections&nbsp;2 or 3 hereof shall be contingent upon: </FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(a) execution by the Executive on the date of termination of a release in substantially the form of <U>Exhibit&nbsp;A</U> hereto (the
&#147;Release&#148;), and the Executive hereby acknowledges and agrees that the Company&#146;s entering into this Agreement and agreement to make such payments are and shall be good and sufficient consideration for such Release; and </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) the Executive&#146;s continued compliance with the material terms of this Agreement, as applicable, and those of his Non-Disclosure, Non-Competition
and Invention Agreement with the Company. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>10. <U>Miscellaneous.</U> </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%"><FONT
FACE="Times New Roman" SIZE="2">(a) This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, except any such laws that would render such choice of law ineffective. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(b) This Agreement is intended, to the extent applicable, to constitute good faith compliance with the requirements of Section&nbsp;409A of the Code. The
Company and the Executive agree that they shall cooperate in good faith to amend any provision hereof to the extent required to maintain compliance with the provisions of Section&nbsp;409A of the Code as they may be modified hereafter (including by
subsequent regulations or other guidance of the Internal Revenue Service). </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(c) This Agreement may not be amended or modified otherwise
than by a written agreement executed by the parties hereto or their respective successors and legal representatives. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(d) This Agreement
constitutes the entire understanding and agreement between the parties hereto with regard to the compensation and benefits payable to the Executive in the circumstances described herein, superseding all prior understandings and agreements, whether
oral or written, including the Agreement dated <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> between the Company and the Executive, which has terminated and is no
longer in effect. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(e) The Company agrees to pay as incurred and within 20 days after submission of supporting documentation, to the full
extent permitted by law, all legal fees and expenses the Executive may reasonably incur as a result of any contest by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement
(including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement) with respect to which the Executive is successful on the merits, plus, in each case, interest on any delayed payment at the applicable
Federal rate provided for in Section&nbsp;7872(f)(2)(A) of the Code. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%"><FONT FACE="Times New Roman" SIZE="2">(f) All notices and other communications hereunder shall be in
writing and shall be delivered by hand delivery, by a reputable overnight courier service, or by registered or certified mail, return receipt requested, postage prepaid, in each case addressed as follows: </FONT></P>

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 <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">If to the Company: </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:8%"><FONT
FACE="Times New Roman" SIZE="2">Parametric Technology Corporation </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">140 Kendrick Street </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">Needham, MA 02494 </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">Attention: General Counsel
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">If to the Executive: </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">[Name]
</FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">[Address] </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px; margin-left:8%"><FONT FACE="Times New Roman" SIZE="2">[Address]
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">or to such other address as either party shall have furnished to the other in writing in accordance herewith. Any notice or communication shall be deemed
to be delivered upon the date of hand delivery, one day following delivery to an overnight courier service, or three days following mailing by registered or certified mail. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px; margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman" SIZE="2">EXECUTED as of the date first written above. </FONT></P> <P STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">&nbsp;</P>
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<TD VALIGN="bottom" COLSPAN="3"><FONT FACE="Times New Roman" SIZE="2"><B>PARAMETRIC TECHNOLOGY CORPORATION</B></FONT></TD>
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<TD VALIGN="top"><FONT FACE="Times New Roman" SIZE="2">Title:</FONT></TD>
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