Common use of Changes in Control Clause in Contracts

Changes in Control. For the purposes of this Agreement, a "Change of Control" shall be deemed to have taken place if: (i) any person, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, becomes the owner of beneficial owner of Company securities, after the date of this Agreement, having 50% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company (excluding the purchasers of the Company's common stock in the proposed round of financing led by Oppenheimer & Co.) or (ii) the persons who were directors of txx Xxxxxxx before such transactions shall cease to constitute a majority of the Board of Directors of the Company (not including the currently proposed realignment of the Board of Directors contemplated on or about the Effective Date of this Agreement), or any successor to the Company, as the direct or indirect result of or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transaction. (a) The Company and Executive hereby agree that, if Executive is affiliated with the Company on the date on which a Change of Control occurs, (the "Change of Control Date"), and this Agreement is in full force and effect, the Company (or, if Executive is affiliated with a subsidiary, the subsidiary) will continue to retain Executive and Executive will remain affiliated with the Company (or subsidiary), subject to Section 4.4(c) herein and the other terms and conditions of this Agreement, for the period commencing on the Change of Control Date and ending on the anniversary of such date (this anniversary date shall then become the "Change of Control Termination Date"). If after the Change of Control, Executive is requested, and, in his sole and absolute discretion, consents to change his principal business location, the Company will reimburse the Executive for his reasonable relocation expenses, including, without limitation, moving expenses, temporary living and travel expenses for a reasonable time while arranging to move his residence to the changed location, closing costs, if any, associated with the sale of his existing residence and the purchase of a replacement residence at the changed location, plus an additional amount representing a gross-up of any state or federal taxes payable by Executive as a result of any such reimbursement. If the Executive shall not consent to change his business location, the Executive may continue to provide the services required of him hereunder from his then residence and/or business address until the Change of Control Termination Date, at which time this Agreement shall terminate, unless sooner terminated or extended as set forth herein. (b) During the remaining term hereof after the Change of Control Date, the Company (or subsidiary) will (i) continue to pay Executive a salary and benefits at not less than the level applicable to Executive on the Change of Control Date, (ii) pay Executive bonuses as set forth herein, and (iii) continue employee benefit programs as to Executive at levels in effect on the Change of Control Date (but subject to such reductions as may be required to maintain such plans in compliance with applicable federal law regulating employee benefit programs). (c) The Company hereby agrees that, if Change of Control occurs prior to the termination of this Agreement, the Executive's Stock Options referred to in section 2.2 shall become fully vested and the Executive shall receive all of the Warrants referred to in Section 2.2. In addition, notwithstanding the foregoing, if a Change of Control occurs, the Executive shall have a thirty (30) day period to terminate this Agreement in which case he will be paid an amount of $150,000 as payment in full hereunder as soon as administratively feasible after the Executive's resignation.

Changes in Control. For the purposes of this Agreement, a "“Change of Control" ” shall be deemed to have taken place ifif : (i) any person, including a "“group" ” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, becomes the owner of or beneficial owner of Company securities, after the date of this Agreement, having 50% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company (excluding the purchasers of the Company's common stock in the proposed round of financing led by Oppenheimer & Co.) or (ii) the persons who were directors of txx Xxxxxxx the Company before such transactions shall cease to constitute a majority of the Board of Directors of the Company (not including the currently proposed realignment of the Board of Directors contemplated on or about the Effective Date of this Agreement), or any successor to the Company, as the direct or indirect result of or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transaction. (a) The Company and Executive hereby agree that, if Executive is affiliated with the Company on the date on which a Change of Control occurs, (the "“Change of Control Date"”), and this Agreement is in full force and effect, the Company (or, if Executive is affiliated with a subsidiary, the subsidiary) will continue to retain Executive and Executive will remain affiliated with the Company (or subsidiary), subject to Section 4.4(c) herein and the other terms and conditions of this Agreement, for the period commencing on the Change of Control Date and ending on the anniversary of such date (this anniversary date shall then become the "“Change of Control Termination Date"”). If after the Change of Control, Executive is requested, and, in his sole and absolute discretion, consents to change his principal business location, the Company will reimburse the Executive for his reasonable relocation expenses, including, without limitation, moving expenses, temporary living and travel expenses for a reasonable time while arranging to move his residence to the changed location, closing costs, if any, associated with the sale of his existing residence and the purchase of a replacement residence at the changed location, plus an additional amount representing a gross-up of any state or federal taxes payable by Executive as a result of any such reimbursement. If the Executive shall not consent to change his business location, the Executive may continue to provide the services required of him hereunder from his then residence and/or business address until the Change of Control Termination Date, at which time this Agreement shall terminate, unless sooner terminated or extended as set forth herein. (b) During the remaining term hereof after the Change of Control Date, the Company (or subsidiary) will (i) continue to pay Executive a salary and benefits at not less than the level applicable to Executive on the Change of Control Date, (ii) pay Executive bonuses as set forth herein, and (iii) continue employee benefit programs as to Executive at levels in effect on the Change of Control Date (but subject to such reductions as may be required to maintain such plans in compliance with applicable federal law regulating employee benefit programs). (c) The Company hereby agrees that, if Change of Control occurs prior to the termination of this Agreement, the Executive's ’s Stock Options and Warrants referred to in section 2.2 shall become fully vested and the Executive shall receive all of the Warrants referred to in Section 2.2registered. In addition, notwithstanding the foregoing, if a Change of Control occurs, the Executive shall have a thirty (30) day period to terminate this Agreement in which case he will be paid an amount a lump sum of $150,000 as payment six months current salary in full hereunder cash as soon as administratively feasible after the Executive's resignationdate of termination and payment of COBRA continuation coverage for a six month period as payment in full hereunder.

Changes in Control. For the purposes of this Agreement, a "“Change of Control" ” shall be deemed to have taken place ifif : (i) any person, including a "“group" ” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, becomes the owner of beneficial owner of Company securities, after the date of this Agreement, having 50% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company (excluding the purchasers of the Company's common stock in the proposed round of financing led by Oppenheimer & Co.) or (ii) the persons who were directors of txx Xxxxxxx the Company before such transactions shall cease to constitute a majority of the Board of Directors of the Company (not including the currently proposed realignment of the Board of Directors contemplated on or about the Effective Date of this Agreement)Company, or any successor to the Company, as the direct or indirect result of or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transaction. (a) The Company and Executive hereby agree that, if Executive is affiliated with the Company on the date on which a Change of Control occurs, (the "“Change of Control Date"”), and this Agreement is in full force and effect, the Company (or, if Executive is affiliated with a subsidiary, the subsidiary) will continue to retain Executive and Executive will remain affiliated with the Company (or subsidiary), subject to Section 4.4(c) herein and the other terms and conditions of this Agreement, for the period commencing on the Change of Control Date and ending on the first anniversary of such date (this anniversary date shall then become the "“Change of Control Termination Date")”) to exercise such authority and perform such executive duties as are commensurate with the authority being exercised and duties being performed by the Executive immediately prior to the Change of Control Date. If after the Change of Control, Executive is requested, and, in his sole and absolute discretion, consents to change his principal business location, which is the Orlando, Florida metropolitan area including the current Caerus, Inc. office, the Company will reimburse the Executive for his reasonable relocation expenses, including, without limitation, moving expenses, temporary living and travel expenses for a reasonable time while arranging to move his residence to the changed location, closing costs, if any, associated with the sale of his existing residence and the purchase of a replacement residence at the changed location, plus an additional amount representing a gross-up of any state or federal taxes payable by Executive as a result of any such reimbursement. If the Executive shall not consent to change his business location, the Executive may continue to provide the services required of him hereunder from his then residence and/or business address until the Change of Control Termination Date, at which time this Agreement shall terminate, unless sooner terminated or extended as set forth herein. (b) During the remaining term hereof after the Change of Control Date, the Company (or subsidiary) will (i) continue to pay Executive a salary and benefits at not less than the level applicable to Executive on the Change of Control Date, (ii) pay Executive bonuses as set forth herein, and (iii) continue employee benefit programs as to Executive at levels in effect on the Change of Control Date (but subject to such reductions as may be required to maintain such plans in compliance with applicable federal law regulating employee benefit programs). (c) The Company hereby agrees that, if Change of Control occurs prior to the termination of this Agreement, the Executive's ’s Stock Options referred to in section Section 2.2 of this Agreement shall become fully vested and the Executive shall receive all of the Warrants referred to in Section 2.2. In addition, notwithstanding the foregoing, if a Change 2.2 of Control occurs, the Executive shall have a thirty (30) day period to terminate this Agreement in which case he will shall be paid an amount of $150,000 as payment in full hereunder as soon as administratively feasible after the Executive's resignationdeemed fully earned and issuable.

Changes in Control. For the purposes of this Agreement, a "Change of Control" shall be deemed to have taken place ifif : (i) any person, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, becomes the owner of beneficial owner of Company securities, after the date of this Agreement, having 50% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company (excluding the purchasers of the Company's common stock in the proposed round of financing led by Oppenheimer & Co.) or (ii) the persons who were directors of txx Xxxxxxx the Company before such transactions shall cease to constitute a majority of the Board of Directors of the Company (not including the currently proposed realignment of the Board of Directors contemplated on or about the Effective Date of this Agreement), or any successor to the Company, as the direct or indirect result of or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transaction. (a) The Company and Executive hereby agree that, if Executive is affiliated with the Company on the date on which a Change of Control occurs, (the "Change of Control Date"), and this Agreement is in full force and effect, the Company (or, if Executive is affiliated with a subsidiary, the subsidiary) will continue to retain Executive and Executive will remain affiliated with the Company (or subsidiary), subject to Section 4.4(c) herein and the other terms and conditions of this Agreement, for the period commencing on the Change of Control Date and ending on the anniversary expiration date of such date this Agreement (this anniversary which date shall then become the "Change of Control Termination Date")) to exercise such authority and perform such executive duties as are commensurate with the authority being exercised and duties being performed by the Executive immediately prior to the Change of Control Date. If after the Change of Control, Executive is requested, and, in his sole and absolute discretion, consents to change his principal business location, the Company will reimburse the Executive for his reasonable relocation expenses, including, without limitation, moving expenses, temporary living and travel expenses for a reasonable time while arranging to move his residence to the changed location, closing costs, if any, associated with the sale of his existing residence and the purchase of a replacement residence at the changed location, plus an additional amount representing a gross-up of any state or federal taxes payable by Executive as a result of any such reimbursement. If the Executive shall not consent to change his business location, the Executive may continue to provide the services required of him hereunder from his then residence and/or business address until the Change of Control Termination Date, at which time this Agreement shall terminate, unless sooner terminated or extended as set forth herein. (b) During the remaining term hereof after the Change of Control Date, the Company (or subsidiary) will (i) continue to pay Executive a salary and benefits at not less than the level applicable to Executive on the Change of Control Date, (ii) pay Executive bonuses as set forth herein, and (iii) continue employee benefit programs as to Executive at levels in effect on the Change of Control Date (but subject to such reductions as may be required to maintain such plans in compliance with applicable federal law regulating employee benefit programs)Date. (c) The Company hereby agrees that, if Change of Control occurs prior to the termination of this Agreement, the Executive's Stock Options referred to in section 2.2 shall become fully vested and any Shares owned by the Executive shall receive all of the Warrants referred to in Section 2.2. In addition, notwithstanding the foregoing, if a Change of Control occurs, the Executive shall have a thirty (30) day period to terminate this Agreement in which case he will be paid an amount of $150,000 as payment in full hereunder as soon as administratively feasible after the Executive's resignationbecome registered.

Changes in Control. For the purposes of this Agreement, a "“Change of Control" ” shall be deemed to have taken place ifif : (i) any person, including a "“group" ” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, becomes the owner of beneficial owner of Company securities, after the date of this Agreement, having 50% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company (excluding the purchasers of the Company's common stock in the proposed round of financing led by Oppenheimer & Co.) or (ii) the persons who were directors of txx Xxxxxxx the Company before such transactions shall cease to constitute a majority of the Board of Directors of the Company (not including the currently proposed realignment of the Board of Directors contemplated on or about the Effective Date of this Agreement), or any successor to the Company, as the direct or indirect result of or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transaction. (a) The Company and Executive hereby agree that, if Executive is affiliated with the Company on the date on which a Change of Control occurs, (the "“Change of Control Date"”), and this Agreement is in full force and effect, the Company (or, if Executive is affiliated with a subsidiary, the subsidiary) will continue to retain Executive and Executive will remain affiliated with the Company (or subsidiary), subject to Section 4.4(c) herein and the other terms and conditions of this Agreement, for the period commencing on the Change of Control Date and ending on the anniversary expiration date of such date this Agreement (this anniversary which date shall then become the "“Change of Control Termination Date")”) to exercise such authority and perform such executive duties as are commensurate with the authority being exercised and duties being performed by the Executive immediately prior to the Change of Control Date. If after the Change of Control, Executive is requested, and, in his sole and absolute discretion, consents to change his principal business location, the Company will reimburse the Executive for his reasonable relocation expenses, including, without limitation, moving expenses, temporary living and travel expenses for a reasonable time while arranging to move his residence to the changed location, closing costs, if any, associated with the sale of his existing residence and the purchase of a replacement residence at the changed location, plus an additional amount representing a gross-up of any state or federal taxes payable by Executive as a result of any such reimbursement. If the Executive shall not consent to change his business location, the Executive may continue to provide the services required of him hereunder from his then residence and/or business address until the Change of Control Termination Date, at which time this Agreement shall terminate, unless sooner terminated or extended as set forth herein. (b) During the remaining term hereof after the Change of Control Date, the Company (or subsidiary) will (i) continue to pay Executive a salary and benefits at not less than the level applicable to Executive on the Change of Control Date, (ii) pay Executive bonuses as set forth herein, and (iii) continue employee benefit programs as to Executive at levels in effect on the Change of Control Date (but subject to such reductions as may be required to maintain such plans in compliance with applicable federal law regulating employee benefit programs)Date. (c) The Company hereby agrees that, if Change of Control occurs prior to the termination of this Agreement, the Executive's Stock Options referred to in section 2.2 shall become fully vested and the Executive shall receive all of the Warrants referred to in Section 2.2. In addition, notwithstanding the foregoing, if a Change of Control occurs, the Executive shall have a thirty (30) day period to terminate this Agreement in which case he will be paid an amount of $150,000 as payment in full hereunder as soon as administratively feasible after the Executive's resignation.

Changes in Control. For the purposes of this Agreement, a "Change of Control" shall be deemed to have taken place ifif : (i) any person, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, becomes the owner of beneficial owner of Company securities, after the date of this Agreement, having 50% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company (excluding the purchasers of the Company's common stock in the proposed round of financing led by Oppenheimer & Co.) or (ii) the persons who were directors of txx Xxxxxxx the Company before such transactions shall cease to constitute a majority of the Board of Directors of the Company (not including the currently proposed realignment of the Board of Directors contemplated on or about the Effective Date of this AgreementDirectors), or any successor to the Company, as the direct or indirect result of or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transaction. (a) . The Company and Executive hereby agree that, if Executive is affiliated with the Company on the date on which a Change of Control occurs, (the "Change of Control Date"), and this Agreement is in full force and effect, the Company (or, if Executive is affiliated with a subsidiary, the subsidiary) will continue to retain Executive and Executive will remain affiliated with the Company (or subsidiary), subject to Section 4.4(c) herein and the other terms and conditions of this Agreement, for the period commencing on the Change of Control Date and ending on the anniversary expiration date of such date this Agreement (this anniversary which date shall then become the "Change of Control Termination Date")) to exercise such authority and perform such executive duties as are commensurate with the authority being exercised and duties being performed by the Executive immediately prior to the Change of Control Date. If after the Change of Control, Executive is requested, and, in his sole and absolute discretion, consents to change his principal business location, the Company will reimburse the Executive for his reasonable relocation expenses, including, without limitation, moving expenses, temporary living and travel expenses for a reasonable time while arranging to move his residence to the changed location, closing costs, if any, associated with the sale of his existing residence and the purchase of a replacement residence at the changed location, plus an additional amount representing a gross-up of any state or federal taxes payable by Executive as a result of any such reimbursement. If the Executive shall not consent to change his business location, the Executive may continue to provide the services required of him hereunder from his then residence and/or business address until the Change of Control Termination Date, at which time this Agreement shall terminate, unless sooner terminated or extended as set forth herein. (b) . During the remaining term hereof after the Change of Control Date, the Company (or subsidiary) will (i) continue to pay Executive a salary and benefits at not less than the level applicable to Executive on the Change of Control Date, (ii) pay Executive bonuses as set forth herein, and (iii) continue employee benefit programs as to Executive at levels in effect on the Change of Control Date (but subject to such reductions as may be required to maintain such plans in compliance with applicable federal law regulating employee benefit programs). (c) Date.. The Company hereby agrees that, if Change of Control occurs prior to the termination of this AgreementAgreement or any extension or modification thereof, the Executive's Stock Options and Warrants referred to in section 2.2 shall become fully vested and registered, and the Company shall issue to Executive shall receive all a bonus of 1,000,000 shares of the Company's common stock ("Shares"). The Stock Options, Warrants and Shares referred to herein shall be included with the Company's shares sold or otherwise exchanged in Section 2.2. In addition, notwithstanding the foregoing, if a conjunction with any Change of Control occurs, the Executive shall have a thirty (30) day period to terminate this Agreement in which case he will be paid an amount of $150,000 as payment in full hereunder as soon as administratively feasible after the Executive's resignationControl.