Ms. Ligocki was also offered a Change in Control Agreement, comparable to
those offered to other executive officers, providing a cash payout of three
times salary if she becomes entitled to a payout under the terms of the
Agreement. In addition, Ms. Ligocki's agreement provides that if her employment
is terminated within three years from date of hire for any reason other than
"cause," she will receive a severance equal to one year of base salary plus an annual bonus equal to her target award under the annual incentive plan. Neither Ms. Ligocki nor any of the other executive
officers have an employment agreement with the Company.