IFUL Insightful Corp (MM)

- In the event that Coombs' employment is terminated without Cause or with Good Reason (as such terms are defined in the Coombs Agreement), the Company will pay him his salary and performance bonus fully earned through the date of termination (if any), plus severance pay equal to the lesser of (a) 18 months of his salary at the rate in effect on the date of termination plus 1.5 times his target at-plan bonus amount for the fiscal year in which the termination occurs, and (b) 2 times his "annual rate of compensation" (as such term is defined in the Internal Revenue Code and related interpretations and guidance of the Internal Revenue Service (the "IRC")). In addition, Coombs will have 9 months from the date of termination to exercise any vested and unexpired stock options.

- In the event of a Change of Control (as such term is defined in the Coombs Agreement), the Company will cause 50% of Coombs' unvested and unexpired stock options to vest and become exercisable immediately before the effectiveness of the Change of Control, provided that Coombs remains employed by the Company through such date. In the event that Coombs' employment is terminated without Cause or with Good Reason within the period beginning 3 months prior to and ending 12 months after a Change of Control, then in addition to receiving the severance payment and extended option exercise period described above, Coombs will receive accelerated vesting of the remainder of his unvested and unexpired stock options.

A copy of the Coombs Agreement is attached as Exhibit 10.1 and is incorporated into this current report by reference. This summary of the provisions of the Coombs Agreement is not complete, and you should refer to the exhibit for a copy of the actual agreement.

On October 1, 2007, the Company entered into an agreement with Richard P. Barber ("Barber"), the Company's chief financial officer, regarding executive compensation and severance matters in the event of a change of control or upon termination of employment in certain circumstances (the "Barber Agreement"). The Barber Agreement replaces an existing similar agreement dated July 26, 2004. The primary purposes for entering into the Barber Agreement were to address issues raised by IRC Section 409A, clarify certain terms of the prior agreement, provide comprehensive definitions of "Cause" and "Good Reason," and increase the amount of severance pay payable to Barber from 6 months to 12 months. The material terms of the Barber Agreement are as follows:

- In the event that Barber's employment is terminated without Cause or with Good Reason (as such terms are defined in the Barber Agreement), the Company will pay him his salary and performance bonus fully earned through the date of termination (if any), plus severance pay equal to the lesser of (a) 12 months of his salary at the rate in effect on the date of termination plus his target at-plan bonus amount for the fiscal year in which the termination occurs, and (b) 2 times his "annual rate of compensation" (as such term is defined in the IRC).   

- In the event of a Change of Control (as such term is defined in the Barber Agreement), the Company will cause 50% of Barber's unvested and unexpired stock options to vest and become exercisable immediately before the effectiveness of the Change of Control, provided that Barber remains employed by the Company through such date. In the event that Barber's employment is terminated without Cause or with Good Reason within the period beginning 3 months prior to and ending 6 months after a Change of Control, then in addition to receiving the severance payment described above, Barber will receive accelerated vesting of the remainder of his unvested and unexpired stock options. Barber will have 6 months from the date of termination to exercise any vested and unexpired stock options.