Common use of Lump Sum Compensation Clause in Contracts

Lump Sum Compensation. In the event of the occurrence of a "Triggering Event" which shall be defined to include a (i) change in ownership in one or a series of transactions of 50% or more of the outstanding shares of the Company, or (ii) merger, consolidation, reorganization or liquidation of the Company, and following such Triggering Event the Executive's services are terminated by the Company or the Executive or the Executive's duties, authority or responsibilities are substantially diminished, the Executive shall receive lump sum compensation equal to 2.9 times his annual salary and incentive or bonus payments, if any, as shall have been paid to the Executive during the Company's most recent 12-month period within 30 days of the Triggering Event. If the total amount of the change of control compensation were to exceed three (3) times the Executive's base amount (the average annual taxable compensation of the Executive for the five (5) years preceding the year in which the change of control occurs), the Company and the Executive may agree to reduce the lump sum compensation to be received by Executive in order to avoid the imposition of the golden parachute tax as provided in the Tax Reform Act of 1984, as amended by the Tax Reform Act of 1986. In the event the Executive is required to hire counsel to negotiate on his behalf in connection with his termination or resignation from the Company upon the occurrence of a Triggering Event, or in order to enforce the rights and obligations of the Company as provided in this Paragraph, the Company shall reimburse to the Executive all reasonable attorneys' fees which may be expended by the Executive in seeking to enforce the terms hereof. Such reimbursement shall be paid every 30 days after the Executive provides copies of invoices from the Executive's counsel to the Company. However, such invoices may be redacted to preserve the attorney-client privilege, client confidentiality or work product.

Lump Sum Compensation. In the event of the occurrence of a "Triggering Event," which shall be defined to include a (i) change in ownership in one or a series of transactions of 50% or more of the outstanding shares of the Company, or (ii) the merger, consolidation, reorganization or liquidation of the Company, and following such Triggering Event Company that results in a change in ownership of 50% or more in the Executive's services are terminated by direct or indirect ownership of the Company before the merger, consolidation, reorganization or the Executive or the Executive's duties, authority or responsibilities are substantially diminishedliquidation, the Executive shall receive a lump sum compensation equal to 2.9 times his annual salary and incentive or bonus payments, if any, as shall would have been paid to the Executive during the Company's most recent 12-month period then current fiscal year (as if the Executive had been employed for the full fiscal year), within 30 days of the Triggering Event. All of Executive's granted but unvested options shall immediately vest upon the occurrence of a Triggering Event, and all of the shares underlying all the options held by him shall be registered on a Form S-8 (or any successor form) in a timely manner (no more than 45 days after such Triggering Event), to be sold to his by the Company or its successor as unrestricted and freely tradable shares. If the total amount of the change of control compensation were to exceed three (3) times the Executive's base amount salary (the average annual taxable compensation of the Executive for the five (5) years preceding the year in which the change of control occurs), the Company and the Executive may agree to reduce the lump sum compensation to be received by Executive in order to avoid the imposition of the golden parachute tax as provided in the Tax Reform Act of 1984, as amended by the Tax Reform Act of 1986. In the event the Executive is required to hire counsel to negotiate on his behalf in connection with his termination or resignation from the Company upon the occurrence of a Triggering Event, or in order to enforce the his rights and the obligations of the Company as provided in this Paragraph, the Company shall reimburse to the Executive all reasonable attorneys' attorney's fees which may be expended by the Executive in seeking to enforce the terms hereof. Such reimbursement shall be paid every 30 days after the Executive provides copies of invoices from the Executive's counsel to the Company. However, such invoices may be redacted to preserve the attorney-client privilege, client confidentiality or work product.

Lump Sum Compensation. In the event of the occurrence of a "Triggering Event" which shall be defined to include a (i) change in ownership in one or a series of transactions of 50% or 50%or more of the outstanding shares of the Company, or (ii) merger, consolidation, reorganization or liquidation of the Company, and following such Triggering Event the Executive's services are terminated by the Company or the Executive or the Executive's duties, authority or responsibilities are substantially diminished, the Executive shall receive lump sum compensation equal to 2.9 times his annual salary and incentive or bonus payments, if any, as shall would have been paid to the Executive during the Company's most recent 12-month period fiscal year (as if the Executive had been employed for the full fiscal year) and for the duration of this Agreement within 30 days of the Triggering Event. The Executive will also receive complete vesting of any outstanding granted options and registration of all underlying shares not previously registered. If the total amount of the change of control compensation were to exceed three (3) times the Executive's base amount (the average annual taxable compensation of the Executive for the five (5) years preceding the year in which the change of control occurs), the Company and the Executive may agree to reduce the lump sum compensation to be received by Executive in order to avoid the imposition of the golden parachute tax as provided in the Tax Reform Act of 1984, as amended by the Tax Reform Act of 1986. In the event the Executive is required to hire counsel to negotiate on his behalf in connection with his termination or resignation from the Company upon the occurrence of a Triggering Event, or in order to enforce the rights and obligations of the Company as provided in this Paragraph, the Company shall reimburse to the Executive all reasonable attorneys' attorney's fees which that may be expended by the Executive in seeking to enforce the terms hereofhereof short of dispute resolution under paragraph 18. Such reimbursement shall be paid every 30 days after the Executive provides copies of invoices from the Executive's counsel to the Company. However, such invoices may be redacted to preserve the attorney-client privilege, client confidentiality or work product.

Lump Sum Compensation. In the event of the occurrence of a "Triggering Event," which shall be defined to include a (i) change in ownership in one or a series of transactions of 50% or more of the outstanding shares of the Company, or (ii) the merger, consolidation, reorganization or liquidation of the Company, and following such Triggering Event Company that results in a change in ownership of 50% or more in the Executive's services are terminated by direct or indirect ownership of the Company before the merger, consolidation, reorganization or the Executive or the Executive's duties, authority or responsibilities are substantially diminishedliquidation, the Executive shall receive a lump sum compensation equal to 2.9 times his annual salary and incentive or bonus payments, if any, as shall would have been paid to the Executive during the Company's most recent 12-month period then current fiscal year (as if the Executive had been employed for the full fiscal year), within 30 days of the Triggering Event. All of Executive's granted but unvested options shall immediately vest upon the occurrence of a Triggering Event, and all of the shares underlying all the options held by him shall be registered on a Form S-8 (or any successor form) in a timely manner (no more than 45 days after such Triggering Event), to be sold to him by the Company or its successor as unrestricted and freely tradable shares. If the total amount of the change of control compensation were to exceed three (3) times the Executive's base amount salary (the average annual taxable compensation of the Executive for the five (5) years preceding the year in which the change of control occurs), the Company and the Executive may agree to reduce the lump sum compensation to be received by Executive in order to avoid the imposition of the golden parachute tax as provided in the Tax Reform Act of 1984, as amended by the Tax Reform Act of 1986. In the event the Executive is required to hire counsel to negotiate on his behalf in connection with his termination or resignation from the Company upon the occurrence of a Triggering Event, or in order to enforce the his rights and the obligations of the Company as provided in this Paragraph, the Company shall reimburse to the Executive all reasonable attorneys' attorney's fees which may be expended by the Executive in seeking to enforce the terms hereof. Such reimbursement shall be paid every 30 days after the Executive provides copies of invoices from the Executive's counsel to the Company. However, such invoices may be redacted to preserve the attorney-client privilege, client confidentiality or work product.

Lump Sum Compensation. In the event of the occurrence of a "Triggering Event" which shall be defined to include a (i) change in ownership in one or a series of transactions of 50% or more of the outstanding shares of the Company, or (ii) merger, consolidation, reorganization or liquidation of the Company, and following such Triggering Event Company that results in a change of ownership of 50% or more in the Executive's services are terminated by direct or indirect ownership of the Company before the merger, consolidation, reorganization or the Executive or the Executive's duties, authority or responsibilities are substantially diminishedliquidation, the Executive shall receive lump sum compensation compensations equal to 2.9 times his annual salary and incentive or bonus payments, if any, as shall would have been paid to the Executive during the Company's most recent 12-month period then current fiscal year ( as if the Executive had been employed for the full fiscal year) within 30 days of the Triggering Event. Upon a Triggering Event, any outstanding but unvested options granted by Medix to the Executive shall immediately vest, and Medix shall cause the shares to be registered with the Securities and Exchange Commission so that the Executive will be free to sell such shares in the public securities markets. If Medix has been acquired by another publicly traded company, Medix shall cause that company to agree to exchange its options to acquire such company's shares for the Medix options, and to cause such shares to be registered with the Securities and Exchange Commission for sale in the public securities markets by the Executive. If Medix has been acquired by a private company, Medix shall cause such company to offer to purchase the Executive's options granted by Medix upon the same terms as are offered to the Medix shareholders in connection with such company's acquisition of control of Medix. If the total amount of the change of control compensation were to exceed three (3) times the Executive's base amount (the average annual annul taxable compensation of the Executive for the five (5) years preceding the year in which the change of control occurs), the Company and the Executive may agree to reduce the lump sum compensation to be received by Executive in order to avoid the imposition of the golden parachute tax as provided in the Tax Reform Act of 1984, as amended by the Tax Reform Act of 1986. In the event the Executive is required to hire counsel to negotiate on his behalf in connection with his termination or resignation from the Company upon the occurrence of a Triggering Event, or in order to enforce the rights and obligations of the Company as provided in this Paragraph, the Company shall reimburse to the Executive all reasonable attorneys' attorney's fees which may be expended by the Executive in seeking to enforce the terms hereof. Such reimbursement shall be paid every 30 days after the Executive provides copies of invoices from the Executive's counsel to the Company. However, such invoices may be redacted to preserve the attorney-client privilege, client confidentiality or work product.

Lump Sum Compensation. In the event of the occurrence of a "Triggering Event" which shall be defined to include a (i) change in ownership in one or a series of transactions of 50% or more of the outstanding shares of the Company, or (ii) the merger, consolidation, reorganization or liquidation of the Company, and following such Triggering Event Company that results in a change in ownership of 50% or more in the Executive's services are terminated by direct or indirect ownership of the Company before the merger, consolidation, reorganization or the Executive or the Executive's duties, authority or responsibilities are substantially diminishedliquidation, the Executive shall receive lump sum compensation compensations equal to 2.9 times his annual salary and incentive or bonus payments, if any, as shall would have been paid to the Executive during the Company's most recent 12-month period then current fiscal year ( as if the Executive had been employed for the full fiscal year) within 30 days of the Triggering Event. Upon a Triggering Event, any outstanding but unvested options granted by the Company to the Executive shall immediately vest, and the Company shall cause the shares to be registered with the Securities and Exchange Commission so that the Executive will be free to sell such shares in the public securities markets. If the Company has been acquired by another publicly traded company, the Company shall cause that company to agree to exchange its options to acquire such company's shares for the Company's options, and to cause such shares to be registered with the Securities and Exchange Commission for sale in the public securities markets by the Executive. If the Company has been acquired by a private company, the Company shall cause such company to offer to purchase the Executive's options granted by the Company or shares underlying the options, upon the same terms as are offered to the Company's shareholders in connection with such company's acquisition of control of the Company. If the total amount of the change of control compensation were to exceed three (3) times the Executive's base amount (the average annual annul taxable compensation of the Executive for the five (5) years preceding the year in which the change of control occurs), the Company and the Executive may agree to reduce the lump sum compensation to be received by Executive in order to avoid the imposition of the golden parachute tax as provided in the Tax Reform Act of 1984, as amended by the Tax Reform Act of 1986. In the event the Executive is required to hire counsel to negotiate on his behalf in connection with his termination or resignation from the Company upon the occurrence of a Triggering Event, or in order to enforce the rights and obligations of the Company as provided in this Paragraph, the Company shall reimburse to the Executive all reasonable attorneys' attorney's fees which may be expended by the Executive in seeking to enforce the terms hereof. Such reimbursement shall be paid every 30 days after the Executive provides copies of invoices from the Executive's counsel to the Company. However, such invoices may be redacted to preserve the attorney-client privilege, client confidentiality or work product.