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.