Common use of Compensation Payable to Executive Upon Termination Following a Business Combination or Change in Control Clause in Contracts

Compensation Payable to Executive Upon Termination Following a Business Combination or Change in Control. It is expressly recognized that Executive’s position with Company and agreement to be bound by the terms of this Agreement represents a commitment in terms of Executive’s personal and professional career which cannot be reduced to monetary terms, and thus, necessarily constitutes a forbearance of options now and in the future open to Executive in Company’s areas of endeavor. Accordingly, in the event Executive elects to terminate this Agreement in connection with any Business Combination or Change in Control under this Section 13; i. Executive shall be under no obligation whatever to seek other employment opportunities during any period between termination of this Agreement under this Section 13 and the expiration of the Executive’s then unexpired three year term of this Agreement as it existed at the time of termination, or six months, whichever is shorter, and Executive shall not be obligated to accept any other employment opportunity which may be offered to Executive during such period; ii. During such unexpired term of this Agreement, or for six months thereafter, whichever is shorter, Executive shall continue to receive on a semimonthly basis, Executive’s Base Salary then in effect upon the date of such notice to the Company hereunder; iii. Executive’s termination of this Agreement by reason of a Change of Control described in this Section 13 and the receipt by Executive of any amounts pursuant to subsection 13 (d) shall not preclude Executive continued employment with Company, or the surviving entity in any Business Combination, on such terms as shall then be mutually negotiated between Company and Executive following such termination; iv. The right to exercise all unexpired and non-vested equity grants in favor of Executive shall immediately vest and accelerate in accordance with any grant/award agreement, which includes the Retention Bonus shares set forth in Section 4(a) above. v. Executive shall be entitled to continue to participate in those benefit programs and perquisites provided by the Company for six (6) months following termination, at the Company’s expense; vi. Notwithstanding any other provisions of this Agreement, or any other agreement, contract or understanding heretofore, or hereafter, entered into between the Company and Executive, if any “payments” and the nature of compensation under any arrangement that is considered contingent on a change in control for purpose of Section 2800 of the Internal Revenue Code of 1986, as amended, together with any other payments that Executive has the right to receive from the Company, or any corporation that is a member of an “affiliated group” of which the Company is a member, would constitute a “parachute payment” the aggregate amount of such payments shall be reduced to equal the largest amount as would result in no portion of such payments being subject to the excise tax imposed by Section 4999 of the code provided however Executive shall be entitled to designate and select among such payments that will be reduced and or eliminate in order to comply with the foregoing provision of the code.

Compensation Payable to Executive Upon Termination Following a Business Combination or Change in Control. It is expressly recognized that Executive’s position with Company and agreement to be bound by the terms of this Agreement represents a commitment in terms of Executive’s personal and professional career which cannot be reduced to monetary terms, and thus, necessarily constitutes a forbearance of options now and in the future open to Executive in Company’s areas of endeavor. Accordingly, in the event Executive elects to terminate this Agreement in connection with any Business Combination or Change in Control under this Section 13; i. Executive shall be under no obligation whatever to seek other employment opportunities during any period between termination of this Agreement under this Section 13 and the expiration of the Executive’s then unexpired three year term of this Agreement as it existed at the time of termination, or six twelve months, whichever is shorter, and Executive shall not be obligated to accept any other employment opportunity which may be offered to Executive during such period; ii. During such unexpired term of this Agreement, or for six twelve months thereafter, whichever is shorter, Executive shall continue to receive on a semimonthly basis, Executive’s Base Salary then in effect upon the date of such notice to the Company hereunder; iii. Executive’s termination of this Agreement by reason of a Change of Control described in this Section 13 and the receipt by Executive of any amounts pursuant to subsection 13 (d) shall not preclude Executive continued employment with Company, or the surviving entity in any Business Combination, on such terms as shall then be mutually negotiated between Company and Executive following such termination; iv. The right to exercise all unexpired and non-vested equity grants in favor of Executive shall immediately vest and accelerate in accordance with any grant/award agreement, which includes the Retention Bonus shares set forth in Section 4(a) above. v. Executive shall be entitled to continue to participate in those benefit programs and perquisites provided by the Company for six twelve (612) months following termination, at the Company’s expense; vi. Notwithstanding any other provisions of this Agreement, or any other agreement, contract or understanding heretofore, or hereafter, entered into between the Company and Executive, if any “payments” and the nature of compensation under any arrangement that is considered contingent on a change in control for purpose of Section 2800 of the Internal Revenue Code of 1986, as amended, together with any other payments that Executive has the right to receive from the Company, or any corporation that is a member of an “affiliated group” of which the Company is a member, would constitute a “parachute payment” the aggregate amount of such payments shall be reduced to equal the largest amount as would result in no portion of such payments being subject to the excise tax imposed by Section 4999 of the code provided however Executive shall be entitled to designate and select among such payments that will be reduced and or eliminate in order to comply with the foregoing provision of the code.

Compensation Payable to Executive Upon Termination Following a Business Combination or Change in Control. It is expressly recognized that Executive’s position with Company and agreement to be bound by the terms of this Agreement represents a commitment in terms of Executive’s personal and professional career which cannot be reduced to monetary terms, and thus, necessarily constitutes a forbearance of options now and in the future open to Executive in Company’s areas of endeavor. Accordingly, in the event Executive elects to terminate this Agreement in connection with any Business Combination or Change in Control under this Section 13; i. Executive shall be under no obligation whatever to seek other employment opportunities during any period between termination of this Agreement under this Section 13 and the expiration of the Executive’s then unexpired three year term of this Agreement as it existed at the time of termination, or six months, whichever is shorter, and Executive shall not be obligated to accept any other employment opportunity which may be offered to Executive during such period; ii. During such unexpired term of this Agreement, or for six months thereafter, whichever is shorter, Executive shall continue to receive on a semimonthly basis, Executive’s Base Salary then in effect upon the date of such notice to the Company hereunder; iii. Executive’s termination of this Agreement by reason of a Change of Control described in this Section 13 and the receipt by Executive of any amounts pursuant to subsection 13 (d) shall not preclude Executive continued employment with Company, or the surviving entity in any Business Combination, on such terms as shall then be mutually negotiated between Company and Executive following such termination; iv. The right to exercise all unexpired and non-vested equity grants in favor of Executive shall immediately vest and accelerate in accordance with any grant/award agreement, which includes the Retention Signing Bonus shares set forth in Section 4(a) above. v. Executive shall be entitled to continue to participate in those benefit programs and perquisites provided by the Company for six (6) months following termination, at the Company’s expense; vi. Notwithstanding any other provisions of this Agreement, or any other agreement, contract or understanding heretofore, or hereafter, entered into between the Company and Executive, if any “payments” and the nature of compensation under any arrangement that is considered contingent on a change in control for purpose of Section 2800 of the Internal Revenue Code of 1986, as amended, together with any other payments that Executive has the right to receive from the Company, or any corporation that is a member of an “affiliated group” of which the Company is a member, would constitute a “parachute payment” the aggregate amount of such payments shall be reduced to equal the largest amount as would result in no portion of such payments being subject to the excise tax imposed by Section 4999 of the code provided however Executive shall be entitled to designate and select among such payments that will be reduced and or eliminate in order to comply with the foregoing provision of the code.

Compensation Payable to Executive Upon Termination Following a Business Combination or Change in Control. It is expressly recognized that Executive’s position with Company and agreement to be bound by the terms of this Agreement represents a commitment in terms of Executive’s personal and professional career which cannot be reduced to monetary terms, and thus, necessarily constitutes a forbearance of options now and in the future open to Executive in Company’s areas of endeavor. Accordingly, in the event Executive elects to terminate this Agreement in connection with any Business Combination or Change in Control under this Section 13; i. Executive shall be under no obligation whatever to seek other employment opportunities during any period between termination of this Agreement under this Section 13 and the expiration of the Executive’s then unexpired three year term of this Agreement as it existed at the time of termination, or six twelve (12) months, whichever is shorter, and Executive shall not be obligated to accept any other employment opportunity which may be offered to Executive during such period; ii. During such unexpired term of this Agreement, or for six eighteen (18) months thereafter, whichever is shorter, Executive shall continue to receive on a semimonthly basis, Executive’s Base Salary then in effect upon the date of such notice to the Company hereunder; iii. Executive’s termination of this Agreement by reason of a Change of Control described in this Section 13 and the receipt by Executive of any amounts pursuant to subsection 13 (d) shall not preclude Executive continued employment with Company, or the surviving entity in any Business Combination, on such terms as shall then be mutually negotiated between Company and Executive following such termination; iv. The right to exercise all unexpired and non-vested equity grants in favor of Executive shall immediately vest and accelerate in accordance with any grant/award agreement, which includes the Retention Bonus shares set forth in Section 4(a) above. v. Executive shall be entitled to continue to participate in those benefit programs and perquisites provided by the Company for six twelve (612) months following termination, at the Company’s expense; vi. Notwithstanding any other provisions of this Agreement, or any other agreement, contract or understanding heretofore, or hereafter, entered into between the Company and Executive, if any “payments” and the nature of compensation under any arrangement that is considered contingent on a change in control for purpose of Section 2800 of the Internal Revenue Code of 1986, as amended, together with any other payments that Executive has the right to receive from the Company, or any corporation that is a member of an “affiliated group” of which the Company is a member, would constitute a “parachute payment” the aggregate amount of such payments shall be reduced to equal the largest amount as would result in no portion of such payments being subject to the excise tax imposed by Section 4999 of the code provided however Executive shall be entitled to designate and select among such payments that will be reduced and or eliminate in order to comply with the foregoing provision of the code.