Common use of Payment upon Change of Control Clause in Contracts

Payment upon Change of Control. At any time prior to the one month anniversary of the Executive’s termination, if the Company shall merge, sell a controlling interest, or sell a majority of its assets; or if there is a transaction (or series of transactions) in which the Company’s shareholders sell a majority of outstanding shares of Company capital stock, then the Company shall pay Executive the greater of the remainder of his salary or Two Hundred Fifty Thousand Dollars ($250,000). Further, at the date of any such merger or sale is consummated, all unvested options shall be immediately accelerated and as to any unexercised options to purchases shares in the Company which are held by Executive, the Company shall pay Executive cash in the amount equal to the difference between the consideration paid to the Company on a per share basis less the exercise price of the option, the value of which is multiplied to the number of options which Executive holds.