Common use of Resignation for Other Than Good Cause after a Change-of-Control Clause in Contracts

Resignation for Other Than Good Cause after a Change-of-Control. In the event that the Company undergoes a Change-of-Control and Executive remains with the Company for 12 months following the effective date of the Change-of-Control, Executive will be given a 30-day “window period” in which to elect to voluntarily terminate Executive’s employment for reasons other than good cause. Should Executive choose to terminate Executive’s employment within the 30-day “window period,” then Executive shall be entitled to the following compensation: a. One-half the lump sum payment referred to in Section 5.1(a)(1). b. The right to exercise all vested and unexercised stock options granted under the Stock Option Plans in accordance with their terms within one year of the effective date of such termination. c. Outplacement services as defined in Section 4.4(f).

Resignation for Other Than Good Cause after a Change-of-Control. In the event that the Company undergoes a Change-of-Control and Executive remains with the Company for 12 months following the effective date of the Change-of-Control, Executive will be given a 30-day “"window period” " in which to elect to voluntarily terminate Executive’s 's employment for reasons other than good cause. Should Executive choose to terminate Executive’s 's employment within the 30-day “"window period,” " then Executive shall be entitled to the following compensation: a. One-half the lump sum payment referred to in Section 5.1(a)(1). b. The right to exercise all vested and unexercised stock options granted under the Stock Option Plans in accordance with their terms within one year of the effective date of such termination. c. Outplacement services as defined in Section 4.4(f4.4(g).

Resignation for Other Than Good Cause after a Change-of-Control. In the event that the Company undergoes a Change-of-Control and Executive remains with the Company for 12 months following the effective date of the Change-of-Control, Executive will be given a 30-day “"window period” " in which to elect to voluntarily terminate Executive’s 's employment for reasons other than good cause. Should Executive choose to terminate Executive’s 's employment within the 30-day “"window period,” " then Executive shall be entitled to the following compensation: a. One-half the lump sum payment referred to in Section 5.1(a)(1). b. The right to exercise all vested and unexercised stock options granted under the Stock Option Plans in accordance with their terms within one year of the effective date of such termination. c. Outplacement services as defined in Section 4.4(f4.4(g). d. The cash compensation related to the Premium Priced Options described in Section 3.10

Resignation for Other Than Good Cause after a Change-of-Control. In the event that the Company undergoes a Change-of-Control and Executive remains with the Company for 12 months following the effective date of the Change-of-Control, Executive will be given a 30-day “"window period” " in which to elect to voluntarily terminate Executive’s 's employment for reasons other than good cause. Should Executive choose to terminate Executive’s 's employment within the 30-day “"window period,” " then Executive shall be entitled to the following compensation: a. One-half the lump sum payment referred to in Section 5.1(a)(1). b. The right to exercise all vested and unexercised stock options granted under the Stock Option Plans in accordance with their terms within one year of the effective date of such termination. c. Outplacement services as defined in Section 4.4(f).