Common use of Additional Rights Following a Change in Control Clause in Contracts

Additional Rights Following a Change in Control. In the event of a Change in Control, the Executive shall be entitled: (a) at the Executive’s option, to accelerate this Agreement’s Expiration Date to the date of the actual closing of any transaction which constitutes a Change in Control (the “Change in Control Closing Date”) and (b) to all payments and benefits provided in Section 12.5 in respect of a Constructive Termination without Cause. The payments and benefits provided under Section 12.5, together with a bona fide, good faith estimate of any amounts that may be payable pursuant to Section 12.5, (i) shall be paid to the Executive in a lump sum on or prior to the Change in Control Closing Date (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below), without any discount or reduction for the present value of any monetary amount(s) payable; and (ii) in the case of non-monetary consideration or stock options or comparable consideration, delivered to the Executive on or prior to the Change in Control Closing Date. Upon a Change in Control, all granted but unvested shares of restricted stock and all options to purchase the Employer’s capital stock or similar instruments granted to or held, directly or indirectly, by the Executive shall vest fully and immediately in the Executive and all options and similar securities held, directly or indirectly, by the Executive shall remain exercisable for the full maximum term of the original option grant or ten (10) years from the Change in Control Closing Date, whichever is greater. In addition, Section 14 of this Agreement immediately, and without additional action, shall be deemed and rendered null, void, and without any effect as against the Executive upon the actual closing of any transaction which constitutes a Change in Control. The Executive shall forfeit any rights granted pursuant to this Section 12.6 if the Executive, in his sole and absolute discretion and without any obligation whatsoever to do so, accepts in writing a written offer to remain with the surviving company in an executive position with equivalent duties, authority, and responsibilities as the Executive held immediately prior to the transaction resulting in the Change in Control.

Additional Rights Following a Change in Control. In the event of a Change in Control, the Executive shall be entitled: (a) at the Executive’s option, to accelerate this Agreementagreement’s Expiration Date to the date of the actual closing of any transaction which constitutes a Change in Control (the “Change in Control Closing Date”) ); and (b) to all payments and benefits provided in Section 12.5 in respect of a Constructive Termination without Cause. The payments and benefits provided under Section 12.5, together with a bona fide, good faith estimate of any amounts that may be payable pursuant to Section 12.512.7, (i) shall be paid to the Executive Executive, subject to Section 12.5(f), in a lump sum on or prior to the Change in Control Closing Date (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below)Date, without any discount or reduction for the present value of any monetary amount(s) payable; and (ii) in the case of non-monetary consideration or stock options or comparable consideration, subject to Section 12.5(f), delivered to the Executive on or prior to the Change in Control Closing Date. Upon a Change in Control, all granted but unvested shares of restricted stock and all options to purchase the Employer’s capital stock or similar instruments granted to or held, directly or indirectly, by the Executive shall vest fully and immediately in the Executive and all options and similar securities held, directly or -or indirectly, by the Executive shall remain exercisable for the full maximum term of the original option grant or ten (10) years from the Change in Control Closing Date, whichever is greater. In addition, Section 14 of this Agreement agreement immediately, and without additional action, shall be deemed and rendered null, void, and without any effect as against the Executive upon the actual closing of any transaction which constitutes a Change in Control. The Executive shall forfeit any rights granted pursuant to this Section 12.6 if the Executive, in his sole and absolute discretion and without any obligation whatsoever to do so, accepts in writing a written offer to remain with the surviving company in an executive position with equivalent duties, authority, and responsibilities as the Executive held immediately prior to the transaction resulting in the Change in Control.

Additional Rights Following a Change in Control. In the event of a Change in Control, the Executive shall be entitled: (a) at the Executive’s option, to accelerate this Agreementagreement’s Expiration Date to the date of the actual closing of any transaction which constitutes a Change in Control (the “Change in Control Closing Date”) ); and (b) to all payments and benefits provided in Section 12.5 in respect of a Constructive Termination without Cause. The payments and benefits provided under Section 12.5, together with a bona fide, good faith estimate of any amounts that may be payable pursuant to Section 12.512.7, (i) shall be paid to the Executive Executive, subject to Section 12.5(f), in a lump sum on or prior to the Change in Control Closing Date (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below)Date, without any discount or reduction for the present value of any monetary amount(s) payable; and (ii) in the case of non-monetary consideration or stock options or comparable consideration, subject to Section 12.5(f), delivered to the Executive on or prior to the Change in Control Closing Date. Upon a Change in Control, all granted but unvested shares of restricted stock and all options to purchase the Employer’s capital stock or similar instruments granted to or held, directly or indirectly, by the Executive shall vest fully and immediately in the Executive and all options and similar securities held, directly or indirectly, by the Executive shall remain exercisable for the full maximum term of the original option grant or ten (10) years from the Change in Control Closing Date, whichever is greater. In addition, Section 14 of this Agreement agreement immediately, and without additional action, shall be deemed and rendered null, void, and without any effect as against the Executive upon the actual closing of any transaction which constitutes a Change in Control. The Executive shall forfeit any rights granted pursuant to this Section 12.6 if the Executive, in his sole and absolute discretion and without any obligation whatsoever to do so, accepts in writing a written offer to remain with the surviving company in an executive position with equivalent duties, authority, and responsibilities as the Executive held immediately prior to the transaction resulting in the Change in Control.

Additional Rights Following a Change in Control. In the event of a Change in Control, the Executive shall be entitled: (a) at the Executive’s option, to accelerate this Agreement’s Expiration Date to the date of the actual closing of any transaction which constitutes a Change in Control (the “Change in Control Closing Date”) ); and (b) to all payments and benefits provided in Section 12.5 in respect of a Constructive Termination without Cause. The payments and benefits provided under Section 12.5, together with a bona fide, good faith estimate of any amounts that may be payable pursuant to Section 12.512.7, (i) shall be paid to the Executive in a lump sum on or prior to the Change in Control Closing Date (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below), without any discount or reduction for the present value of any monetary amount(s) payable; and (ii) in the case of non-monetary consideration or stock options or comparable consideration, delivered to the Executive on or prior to the Change in Control Closing Date. Upon a Change in Control, all granted but unvested shares of restricted stock and all options to purchase the Employer’s capital stock or similar instruments granted to or held, directly or indirectly, by the Executive shall vest fully and immediately in the Executive and all options and similar securities held, directly or indirectly, by the Executive shall remain exercisable for the full maximum term of the original option grant or ten (10) years from the Change in Control Closing Date, whichever is greater. In addition, Section 14 of this Agreement immediately, and without additional action, shall be deemed and rendered null, void, and without any effect as against the Executive upon the actual closing of any transaction which constitutes a Change in Control. The Executive shall forfeit any rights granted pursuant to this Section 12.6 if the Executive, in his sole and absolute discretion and without any obligation whatsoever to do so, accepts in writing a written offer to remain with the surviving company in an executive position with equivalent duties, authority, and responsibilities as the Executive held immediately prior to the transaction resulting in the Change in Control.

Additional Rights Following a Change in Control. In the event of a Change in Control, the Executive shall be entitled: (a) at the Executive’s option, to accelerate this Agreementagreement’s Expiration Date to the date of the actual closing of any transaction which constitutes a Change in Control (the “Change in Control Closing Date”) ); and (b) to all payments and benefits (subject to the Employer’s right of setoff specified in Section 6.1 hereof) provided in Section 12.5 in respect of a Constructive Termination without CauseCause (provided, however, the Post-Termination Salary Payment and Post-Termination Bonus Payment under clause (b) of Section 12.5 shall be subject to the Executive agreeing in writing to comply with the terms of Sections 14.1, 14.2, 14.5 and 14.6 hereof (notwithstanding a Termination without Cause or a Constructive Termination hereunder) for a period of twelve (12) months following the Change in Control Closing Date). The payments and benefits provided under Section 12.5, together with a bona fide, good faith estimate of any amounts that may be payable pursuant to Section 12.512.7, (i) shall be paid to the Executive Executive, subject to Section 12.5(d), in a lump sum on or prior to the Change in Control Closing Date (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below)Date, without any discount or reduction for the present value of any monetary amount(s) payable; and (ii) in the case of non-monetary consideration or stock options or comparable consideration, subject to Section 12.5(d), delivered to the Executive on or prior to the Change in Control Closing Date. Upon a Change in Control, all granted but unvested shares of restricted stock and all options to purchase the Employer’s capital stock or similar instruments granted to or held, directly or indirectly, by the Executive shall vest fully and immediately in the Executive and all options and similar securities held, directly or indirectly, by the Executive shall remain exercisable for the full maximum term of the original option grant or ten (10) years from the Change in Control Closing Date, whichever is greater. In addition, unless continued in accordance with the proviso contained in clause (b) above in the first sentence of this Section 12.6, Section 14 of this Agreement agreement immediately, and without additional action, shall be deemed and rendered null, void, and without any effect as against the Executive upon the actual closing of any transaction which constitutes a Change in Control. The Executive shall forfeit any rights granted pursuant to this Section 12.6 if the Executive, in his sole and absolute discretion and without any obligation whatsoever to do so, accepts in writing a written offer to remain with the surviving company in an executive position with equivalent duties, authority, and responsibilities as the Executive held immediately prior to the transaction resulting in the Change in Control.

Additional Rights Following a Change in Control. In the event of a Change in Control, the Executive shall be entitled: (a) at the Executive’s option, to accelerate this Agreement’s Expiration Date to any time beginning on the date of the actual closing of any transaction which constitutes a Change in Control (the “Change in Control Closing Date”) and continuing until the date that is sixty (60) days after the Change in Control Date (such date selected by the Executive, the “Accelerated Expiration Date”), to terminate his employment and accelerate this agreement’s Expiration Date; and (b) to all payments and benefits provided in Section 12.5 in respect of a Constructive Termination without Cause; provided, however, that in the event that (i) a Change in Control is consummated with any one or more persons or entities with whom the Employer has signed a non-disclosure agreement and with whom the Employer has been engaged in discussions regarding a Change in Control during the period beginning six months prior to the Restatement Date through and including the Restatement Date and (ii) such Change in Control is either consummated no later than six months following the Restatement Date or a definitive agreement with respect to such Change in Control is duly executed by and remains in continuous effect until the date that is six months following the Restatement Date (with any definitive agreement that lapses or is otherwise terminated for no more than thirty days but later reinstated within such six-month period deemed to be “in continuous effect”), then the Salary Payment due pursuant to Section 12.5(b) shall be equal to the cash equivalent of four (4) times the Base Salary, at the rate in effect on the date of the Change in Control. The payments and benefits provided under Section 12.5, together with a bona fide, good faith estimate of any amounts that may be payable pursuant to Section 12.512.7, (i) shall be paid to the Executive Executive, within two (2) business days following the Accelerated Expiration Date in a lump sum on or prior to the Change in Control Closing Date (or such later date as may be necessary to avoid any adverse tax consequences under Section 409A of the Internal Revenue Code as described in Section 12.8 below)sum, without any discount or reduction for the present value of any monetary amount(s) payable; and (ii) in the case of non-monetary consideration or stock options or comparable consideration, subject to Section 12.5(e), delivered to the Executive on or prior to within two (2) business days of the Change in Control Closing Accelerated Expiration Date. Upon a Change in Control, a Constructive Termination Without Cause or at the conclusion of the Employment Agreement Term, all granted but unvested shares of restricted stock and all options to purchase the Employer’s capital stock or similar instruments granted to or held, directly or indirectly, by the Executive shall vest fully and immediately in the Executive and all options and similar securities held, directly or indirectly, by the Executive shall remain exercisable for the full maximum term of the original option grant or ten (10) years from the Change in Control Closing Date, whichever is greater. In addition, Section 14 of this Agreement agreement immediately, and without additional action, shall be deemed and rendered null, void, and without any effect as against the Executive upon the actual closing of any transaction which constitutes a Change in Control. The Executive shall forfeit any rights granted pursuant to this Section 12.6 if the Executive, in his sole and absolute discretion and without any obligation whatsoever to do so, accepts in writing a written offer to remain with the surviving company in an executive position with equivalent duties, authority, and responsibilities as the Executive held immediately prior to the transaction resulting in the Change in Control.