Common use of Compensation on Change of Control Clause in Contracts

Compensation on Change of Control. In the event that Executive is Demoted or the employment of Executive is involuntarily terminated by the Company or its successor without Cause at any time during the twenty-one (21) month period beginning nine (9) months prior to the effective date of a Change of Control and ending twelve (12) months after the effective date of a Change of Control (the “Applicable Period”), Executive shall be entitled to receive (i) a lump sum payment equal to 150% of Executive’s Base Salary; and (ii) payment (or reimbursement to the extent necessary) by the Company of twelve (12) months of COBRA coverage premiums for the continuation of medical and dental and vision coverage on Executive, Executive’s spouse and dependents, to the extent elected by Executive and subject to Executive’s continued eligibility for such COBRA coverage, with all such payments subject to applicable income and employment tax withholding obligations. In the event that Executive is Demoted or the employment of Executive is involuntarily terminated by the Company without Cause within nine (9) months prior to the effective date of a Change of Control, the payments described above shall be made at the time of the Change of Control. In the event that Executive is Demoted or the employment of Executive is involuntarily terminated by the Company or its successor without Cause within twelve (12) months after the effective date of a Change of Control, the payments described above shall be made at the time Executive is Demoted or the employment of Executive is involuntarily terminated without Cause. Notwithstanding the foregoing, the Company shall have the authority to delay any payments made pursuant to this Section 3 to the extent it deems necessary or appropriate to comply with Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) (relating to payments made to certain “key employees” of certain publicly-traded companies); in such event, any payments to which Executive would otherwise be entitled during the six (6) month period following the Termination Date will be paid on the first business day following the expiration of such six (6) month period.

Compensation on Change of Control. In the event that Executive is Demoted or the employment of Executive is involuntarily terminated by the Company or its successor without Cause at any time during the twenty-one (21) month period beginning nine (9) months prior to the effective date of On a Change of Control and ending twelve Control, as defined below, if (12except as set forth below) months after Executive is employed by HemaCare as of the effective date of a the Change of Control (the “Applicable Period”)occurs, Executive shall be entitled to receive (i) a lump sum payment equal to 150% fifty (50%) of Executive’s Base Salary; annual base salary, provided Executive delivers to HemaCare an executed general release with a Civil Code §1542 waiver (in a form acceptable to HemaCare) of all claims relating to Executive’s employment and does not revoke such release in accordance with its terms. The payment shall be payable to Executive at any time within one (ii1) payment year after the Change of Control. For purposes of this Agreement “annual base salary” shall mean one (or reimbursement to 1) year of base salary, at the extent necessary) highest base salary rate Executive was paid by the Company of in the twelve (12) months of COBRA coverage premiums for the continuation of medical and dental and vision coverage on Executive, Executive’s spouse and dependents, to the extent elected by Executive and subject to Executive’s continued eligibility for such COBRA coverage, with all such payments subject to applicable income and employment tax withholding obligations. In the event that Executive is Demoted or the employment of Executive is involuntarily terminated by the Company without Cause within nine (9) months prior to the effective Change of Control. Anything in this Agreement to the contrary notwithstanding, if the Company terminates Executive’s employment prior to the date the Change of Control occurs, and if it is reasonably demonstrated by Executive that such termination (a) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control, or (b) otherwise arose in connection with or anticipation of a Change of Control, the payments described above then for purposes of this Agreement, Executive shall be made at deemed to be employed by the time Company as of the date the Change of Control occurs and thus entitled to payment pursuant to this Section. All outstanding stock options previously granted (and not yet lapsed) under any Company stock option plan, whether vested or unvested, shall be accelerated and become immediately exercisable for a period not exceeding the lesser of (i) six (6) months after Executive’s termination incident to the Change of Control; or (ii) the expiration date of the original option term. In For purposes of this Agreement, a “Change in Control” shall mean only the event acquisition by any individual, entity or group (as defined in IRS regulations) (a “Person”) of beneficial ownership (within the meaning of Rule 13-d-3 promulgated under the Securities Exchange Act of 1934, as amended) of more than eighty percent (80%) of either (i) the outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”), provided however that Executive is Demoted for purposes of this Section 5, the following acquisitions of stock shall not constitute a Change of Control: (i) any acquisition by any employee benefit plan (or the employment of Executive is involuntarily terminated related trust) sponsored or maintained by the Company or its successor without Cause within twelve any corporation controlled by the Company; or (12ii) months after any transaction, the effective date purpose of which is to change the state of incorporation. The prior portions of this Section 5 notwithstanding, the Executive shall not be entitled to a payment as a result of a Change in Control if the Change in Control is a transaction with respect to the Company's shares in which the Executive participates as a buyer, as part of Controla buying group or on behalf of the buyer. Further, if management of the Company or portion thereof arrange a Change in Control transaction with respect to the Company's shares, and the Executive remains employed by the Company thereafter (even if the Executive does not participate as a buyer, as part of a buying group or on behalf of the buyer), the payments described above Executive shall not be made at the time Executive is Demoted or the employment of Executive is involuntarily terminated without Cause. Notwithstanding the foregoing, the Company shall have the authority entitled to delay any payments made pursuant to this Section 3 to the extent it deems necessary or appropriate to comply with Section 409A(a)(2)(B)(i) a payment as a result of the Internal Revenue Code of 1986, as amended (the “Code”) (relating to payments made to certain “key employees” of certain publicly-traded companies); Change in such event, any payments to which Executive would otherwise be entitled during the six (6) month period following the Termination Date will be paid on the first business day following the expiration of such six (6) month periodControl.

Compensation on Change of Control. In the event that Executive is Demoted or the employment of Executive is involuntarily terminated by the Company or its successor without Cause at any time during the twenty-one (21) month period beginning nine (9) months prior to the effective date of On a Change of Control and ending twelve Control, as defined below, if (12except as set forth below) months after Executive is employed by HemaCare as of the effective date of a the Change of Control (the “Applicable Period”)occurs, Executive shall be entitled to receive (i) a lump sum payment equal to 150% fifty (50%) of Executive’s Base Salary; 's annual base salary, provided Executive delivers to HemaCare an executed general release with a Civil Code §1542 waiver (in a form acceptable to HemaCare) of all claims relating to his employment and does not revoke such release in accordance with its terms. The payment shall be payable to Executive at any time within one (ii1) payment year after the Change of Control. For purposes of this Agreement, “annual base salary" shall mean one (or reimbursement to 1) year of base salary, at the extent necessary) highest base salary rate that Executive was paid by the Company of in the twelve (12) months of COBRA coverage premiums for the continuation of medical and dental and vision coverage on Executive, Executive’s spouse and dependents, to the extent elected by Executive and subject to Executive’s continued eligibility for such COBRA coverage, with all such payments subject to applicable income and employment tax withholding obligations. In the event that Executive is Demoted or the employment of Executive is involuntarily terminated by the Company without Cause within nine (9) months prior to the effective Change of Control. Anything in this Agreement to the contrary notwithstanding, if the Company terminates Executive's employment prior to the date the Change of Control occurs, and if it is reasonably demonstrated by Executive that such termination (a) was at the request of a third party who has taken steps reasonably calculated to affect a Change of Control, or (b) otherwise arose in connection with or anticipation of a Change of Control, the payments described above then for purposes of this Agreement, Executive shall be made at deemed to be employed by the time Company as of the date the Change of Control occurs and thus entitled to payment pursuant to this Section. All outstanding stock options previously granted under any Company stock option plan, whether vested or unvested, shall be accelerated and become immediately exercisable for a period not exceeding the lesser of (i) six (6) months after Executive’s termination incident to the Change of Control. In , provided Executive’s termination is not for Cause or without Good Reason, or (ii) the event that Executive is Demoted or the employment of Executive is involuntarily terminated by the Company or its successor without Cause within twelve (12) months after the effective expiration date of the original option term. For purposes of this Agreement, a “Change in Control” shall mean: (a) The acquisition by any individual, entity or group (within the meaning of Control, the payments described above shall be made at the time Executive is Demoted Section 13(d)(3) or the employment of Executive is involuntarily terminated without Cause. Notwithstanding the foregoing, the Company shall have the authority to delay any payments made pursuant to this Section 3 to the extent it deems necessary or appropriate to comply with Section 409A(a)(2)(B)(i14(d)(2) of the Internal Revenue Code Securities Exchange Act of 19861934, as amended (the “CodeExchange Act”) (relating a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than eighty percent (80%) of either (i) the outstanding shares of common stock of the Company (the "Outstanding Company Common Stock”), or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to payments made vote generally in the election of directors (the “Outstanding Company Voting Securities"), provided however that for purposes of this subsection (a), the following acquisitions of stock shall not constitute a Change of Control: (i) any acquisition directly from the Company; (ii) any acquisition by the Company; (iii) any acquisition by any employee benefit plan (or related trust) sponsored of maintained by the Company or any corporation controlled by the Company; (iv) any transaction, the purpose of which is to certain “key employees” change the state of certain publicly-traded companiesincorporation; or (v) any corporation pursuant to a transaction which complies with clauses (i); , (ii) and (iii) of subsection (c) of this Section; (b) A change in such eventthe ownership of a substantial portion of the Company's assets, where any payments to which Executive would otherwise be entitled one person, or more than one person acting as a group (as determined in IRS regulations), acquires (or has acquired during the six (6) 12-month period following the Termination Date will be paid ending on the first business day following date of the expiration most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value more than eighty percent (80%) of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. There is no change in control event under this provision when there is a transfer to an entity that is controlled by the shareholders of the Company immediately after the transfer, as provided in this paragraph below. A transfer of assets shall not be treated as a change in the ownership of such six assets if the assets are transferred to-- (6i) month periodA shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock; (ii) An entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company; (iii) A person, or more than one person acting as a group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company; or (iv) An entity, at least, fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a person described in subparagraph (b)(iii) above. For purposes of this Section 6(b) and except as otherwise provided above, a person's status is determined immediately after the transfer of the assets. For example, a transfer to a corporation in which the transferor corporation has no ownership interest before the transaction, but that is a majority-owned subsidiary of the transferor corporation after the transaction is not treated as a change in the ownership of the assets of the transferor corporation.

Compensation on Change of Control. In the event that Executive is Demoted or the employment of Executive is involuntarily terminated by the Company or its successor without Cause at any time during the twenty-one (21) month period beginning nine (9) months prior to the effective date of On a Change of Control and ending twelve Control, as defined below, if (12except as set forth below) months after Executive is employed by HemaCare as of the effective date of a the Change of Control (the “Applicable Period”)occurs, Executive shall be entitled to receive (i) a lump sum payment equal to 150% one hundred percent (100%) of Executive’s Base Salary; annual base salary, provided Executive delivers to HemaCare an executed general release with a Civil Code §1542 waiver (in a form acceptable to HemaCare) of all claims relating to Executive’s employment and does not revoke such release in accordance with its terms. The payment shall be payable to Executive at any time within one (ii1) payment year after the Change of Control. For purposes of this Agreement “annual base salary” shall mean one (or reimbursement to 1) year of base salary, at the extent necessary) highest base salary rate Executive was paid by the Company of in the twelve (12) months of COBRA coverage premiums for the continuation of medical and dental and vision coverage on Executive, Executive’s spouse and dependents, to the extent elected by Executive and subject to Executive’s continued eligibility for such COBRA coverage, with all such payments subject to applicable income and employment tax withholding obligations. In the event that Executive is Demoted or the employment of Executive is involuntarily terminated by the Company without Cause within nine (9) months prior to the effective Change of Control. Anything in this Agreement to the contrary notwithstanding, if the Company terminates Executive’s employment prior to the date the Change of Control occurs, and if it is reasonably demonstrated by Executive that such termination (a) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control, or (b) otherwise arose in connection with or anticipation of a Change of Control, the payments described above then for purposes of this Agreement, Executive shall be made at deemed to be employed by the time Company as of the date the Change of Control occurs and thus entitled to payment pursuant to this Section. All outstanding stock options previously granted (and not yet lapsed) under any Company stock option plan, whether vested or unvested, shall be accelerated and become immediately exercisable for a period not exceeding the lesser of (i) six (6) months after Executive’s termination incident to the Change of Control; or (ii) the expiration date of the original option term. In For purposes of this Agreement, a “Change in Control” shall mean only the event acquisition by any individual, entity or group (as defined in IRS regulations) (a “Person”) of beneficial ownership (within the meaning of Rule 13-d-3 promulgated under the Securities Exchange Act of 1934, as amended) of more than eighty percent (80%) of either (i) the outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”), provided however that Executive is Demoted for purposes of this Section 5, the following acquisitions of stock shall not constitute a Change of Control: (i) any acquisition by any employee benefit plan (or the employment of Executive is involuntarily terminated related trust) sponsored or maintained by the Company or its successor without Cause within twelve any corporation controlled by the Company; or (12ii) months after any transaction, the effective date purpose of which is to change the state of incorporation. The prior portions of this Section 5 notwithstanding, the Executive shall not be entitled to a payment as a result of a Change in Control if the Change in Control is a transaction with respect to the Company's shares in which the Executive participates as a buyer, as part of Controla buying group or on behalf of the buyer. Further, if management of the Company or portion thereof arrange a Change in Control transaction with respect to the Company's shares, and the Executive remains employed by the Company thereafter (even if the Executive does not participate as a buyer, as part of a buying group or on behalf of the buyer), the payments described above Executive shall not be made at the time Executive is Demoted or the employment of Executive is involuntarily terminated without Cause. Notwithstanding the foregoing, the Company shall have the authority entitled to delay any payments made pursuant to this Section 3 to the extent it deems necessary or appropriate to comply with Section 409A(a)(2)(B)(i) a payment as a result of the Internal Revenue Code of 1986, as amended (the “Code”) (relating to payments made to certain “key employees” of certain publicly-traded companies); Change in such event, any payments to which Executive would otherwise be entitled during the six (6) month period following the Termination Date will be paid on the first business day following the expiration of such six (6) month periodControl.