Common use of Payments on Change in Control Clause in Contracts

Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined below) of the Company shall be deemed a termination of the Employee without Cause, and the Employee shall be entitled to receive and the Company agrees to pay to the Employee the same amount determined under Section 7(b) that is payable to the Employee on termination without Cause provided, however, that such amount shall be payable in a lump sum on the Date of Termination and not in installments as provided in Section 7(b). In addition, on a Change of Control, all of the Employee’s outstanding but unvested Options and other options and rights relating to capital stock of the Company shall immediately vest and become exercisable, the term of any such options and rights shall be extended to the third anniversary of the Employee’s termination, and all shares of the Employee’s Restricted Stock shall immediately become unrestricted and freely transferable. After a Change in Control, if any previously outstanding Option or other option or right (the “Terminated Option”) relating to the Company’s capital stock does not remain outstanding, the successor to the Company or its then Parent (as defined below) shall either:

Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined below) of the Company shall be deemed a termination of the Employee without Cause, and the Employee shall be entitled to receive and the Company agrees to pay to the Employee the same amount determined under Section 7(b) 7.2 that is payable to the Employee on termination without Cause provided, however, that such amount shall be payable in a lump sum on the Date of Termination and not in installments as provided in Section 7(b)7.2. In addition, on a Change of Control, all of the Employee’s outstanding but unvested Options and other options and rights relating to capital stock of the Company shall immediately vest and become exercisable, the term of any such options and rights shall be extended to the third first anniversary of the Employee’s termination, and all RSUs and shares of the EmployeeCompany’s Restricted Stock restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. After a Change in Control, if any previously outstanding Option or other option or right (the “Terminated Option”) relating to the Company’s capital stock does not remain outstanding, the successor to the Company or its then Parent (as defined below) shall either:

Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined below) of the Company shall be deemed a termination of the Employee without Cause, and the Employee shall be entitled to receive and the Company agrees to pay to the Employee the same amount determined under Section 7(b) that is payable to the Employee on termination without Cause provided, however, that such amount shall be payable in a lump sum on the Date of Termination and not in installments as provided in Section 7(b). In addition, on a Change of Control, all of the Employee’s 's outstanding but unvested Options and other options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and the restrictions on resale of the Common Stock received on exercise of the Options described in Section 4(a)(6) shall terminate. The term of any such Options and other options and rights shall be extended to the third anniversary of the Employee’s 's termination, and all shares of the Employee’s Restricted Stock shall immediately become unrestricted and freely transferable. After a Change in Control, if any previously outstanding Option or other option or right (the “"Terminated Option”") relating to the Company’s 's capital stock does not remain outstanding, the successor to the Company or its then Parent (as defined below) shall either:

Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined below) of the Company shall be deemed a termination of the Employee by the Company without Cause, and the Employee shall be entitled to receive and the Company agrees to pay to the Employee the same amount determined under Section 7(b) that is payable to the Employee on termination by the Company without Cause Cause; provided, however, that such amount shall be payable in a lump sum on the Date of Termination and not in installments as provided in Section 7(b). In addition, on a Change of in Control, all of the Employee’s 's outstanding but unvested Options and other warrants, options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and the term of any such warrants, options and rights shall be extended to the third anniversary of the Employee’s 's termination. In addition, and all immediately prior to a Change in Control in which either the Company is not the surviving entity or the executive officers of the Company immediately prior to the Change in Control do not retain substantially similar positions after such Change in Control, the Company shall grant to the Employee, for no additional consideration, ISOs to purchase 20,000 shares of the Employee’s Restricted Company's Common Stock under the Company's 1997 Stock Option Plan. These ISOs shall have a term of 10 years from the date of such grant and shall be exercisable immediately become unrestricted and freely transferableat $22.00 per share. After a Change in Control, if any previously outstanding Option or other warrant, option or right (the “"Terminated Option”") relating to the Company’s 's capital stock does not remain outstanding, the successor to the Company or its then Parent (as defined below) shall either:

Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined below) of the Company shall be deemed a termination of the Employee without Cause, and the Employee shall be entitled to receive and the Company agrees to pay to the Employee the same amount determined under Section 7(b) that is payable to the Employee on termination without Cause provided, however, that such amount shall be payable in a lump sum on the Date of Termination and not in installments as provided in Section 7(b). In addition, on a Change of Control, all of the Employee’s outstanding but unvested Options and other options and rights relating to capital stock of the Company shall immediately vest and become exercisable, the term of any such options and rights shall be extended extende d to the third anniversary of the Employee’s termination, and all shares of the Employee’s Restricted Stock shall immediately become unrestricted and freely transferable. After a Change in Control, if any previously outstanding Option or other option or right (the “Terminated Option”) relating to the Company’s capital stock does not remain outstanding, the successor to the Company or its then Parent (as defined below) shall either:

Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined below) of the Company shall be deemed a termination of the Employee without Cause, and the Employee shall be entitled to receive and the Company agrees to pay to the Employee the same amount determined under Section 7(b) that is payable to the Employee on termination without Cause provided, however, that such amount shall be payable in a lump sum on the Date of Termination and not in installments as provided in Section 7(b). In addition, on a Change of Control, all of the Employee’s 's outstanding but unvested Options and other options and rights relating to capital stock of the Company shall immediately vest and become exercisable, the term of any such options and rights (together with all vested options and rights) shall be extended to the third anniversary of the Employee’s 's termination, and all shares of the Employee’s 's Restricted Stock shall immediately become unrestricted and freely transferable. After a Change in Control, if any previously outstanding Option or other option or right (the “"Terminated Option”") relating to the Company’s 's capital stock does not remain outstanding, the successor to the Company or its then Parent (as defined below) shall either: