Common use of Change of Control Agreements Clause in Contracts

Change of Control Agreements. In the event a change of control with each of our executive officers providing for severance payments and accelerated vesting of options in the event the employment of the executive officer is terminated in connection with a Change of Control. Change of Control is defined in these Agreements to include (i) mergers or consolidations in which our shareholders own less than 50% of the resulting company; (ii) acquisition by a person or group of 20% or more of the total combined voting power of our outstanding securities; (iii) sale of substantially all of our property or assets to anyone other than a wholly-owned subsidiary; (iv) a change in the Board of Directors which results in continuing directors representing less than 70% of the Board; and (v) entering into a letter of intent or agreement relating to one of the preceding events that actually results in a Change of Control or commencement of a tender offer, exchange offer or proxy contest that ultimately results in an event described in items (ii) or (iv) preceding. In the event of a ?Change of Control Termination,? which is defined to include termination of employment by the executive officer if he or she believes that certain actions adverse to him or her have occurred in connection with a Change of Control, the executive officer is entitled to severance benefits, continued coverage under the employer?s life, health and dental plans and immediate vesting of all stock options held by the executive officer. The severance benefit .05% of the total issued and outstanding shares the Company and an acceleration of the anniversary shares