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 month period beginning nine months prior to the effective date of a Change of Control and ending twelve 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; (ii) payment by the Company of twelve months of COBRA coverage premiums for the continuation of medical and dental and vision coverage on Executive, Executive's spouse and dependents; (iii) immediate vesting of all unvested stock options held by Executive and (iv) extension of the post termination period to exercise such options from 90 days to 365 days following termination of Executive's employment. The Compensation Committee of the board of directors of Company shall take all necessary action to amend all of Executive's outstanding option grants to incorporate the changes specified in clauses (iii) and (iv) Within 60 days of execution hereof.