Common use of Termination After a Change of Control Clause in Contracts

Termination After a Change of Control. In lieu of the Severance and rights under section 4.2, in the event: (a) the Executive elects to resign under this section 4.4 for "Good Cause" (as defined below) with two (2) weeks' advance written notice; or (b) Contact Gold terminates the Executive's employment without just cause, within 12 months after a Change of Control, then, on the seventh (7th) business day following the earlier of the last day of the specified notice of resignation or the date on which Contact Gold terminates actual employment duties (the "COC Termination Date"), Contact Gold shall provide the Executive with compensation set out below (the "COC Severance"). The lump sum portions of the COC Severance shall be payable within seven (7) business days following the COC Termination Date. The COC Severance shall consist of the following: (a) the Termination Final Wages; (b) an additional lump sum amount equivalent to the number of months of the Executive's then Annual Salary set out in Schedule "A" (the "COC Severance Period"); (c) an additional lump sum equal to two times the "Average Bonus Amount", defined as the average amount of cash Bonus awarded to the Executive during the 24 months preceding the Termination Date divided by two, provided that, if the Executive shall have been employed less than 24 months at the Termination Date, the Average Bonus Amount shall be equal to the aggregate cash Bonus awarded to the Executive in the period of employment preceding the Termination Date; (d) Contact Gold shall continue at its cost the Benefits then in effect for the Executive, other than disability insurance and other coverages which cannot be extended to former employees, until the earlier of the end of the COC Severance Period or the Executive obtaining alternate coverage (of which prompt written notice must be given to Contact Gold), subject to agreement of the insurer which Contact Gold will take reasonable steps to procure; and (e) Notwithstanding any other plan or agreement all Equity Remuneration held by the Executive shall vest immediately as of the Termination Date and shall remain open for exercise until the earlier of their expiry or 18 months from the Termination Date.

Termination After a Change of Control. In lieu (i) If a Change of the Severance and rights under section 4.2, in the event: (a) the Executive elects to resign under this section 4.4 for "Good Cause" Control (as defined belowherein) with occurs during the Employment Period, all outstanding stock options, restricted stock and other equity awards granted to Executive under any of Broadwing’s equity incentive plans (or awards substituted therefore covering the securities of a successor company), but excluding the Retention Award not otherwise vested, shall become immediately vested and exercisable in full. (ii) If Executive’s employment is terminated by Broadwing without Cause or by Executive for Good Reason, in each case within two (2) weeks' advance written notice; or (b) Contact Gold terminates years after the Executive's employment without just cause, within 12 months after a effective date of the Change of Control, then, on the seventh (7th) business day following the earlier of the last day of the specified notice of resignation or the date on which Contact Gold terminates actual employment duties (the "COC Termination Date"), Contact Gold shall provide the then Executive with compensation set out below (the "COC Severance"). The lump sum portions of the COC Severance shall be payable within seven (7) business days following the COC Termination Date. The COC Severance shall consist of the followingentitled to: (aA) the Termination Final Wagespayments and benefits provided in Section 3(d), subject to the terms and conditions thereof; (bB) an additional a lump sum amount equivalent cash payment equal to the number of months target Variable Compensation in effect at the time of the Executive's then Annual Salary set out in Schedule "A" (the "COC Severance Period")termination multiplied by 2; (cC) an additional lump sum equal to two times the "Average Bonus Amount", defined as amount the average amount of cash Bonus awarded to the targeted Variable Compensation Executive during the 24 months preceding the Termination Date divided by two, provided that, if the Executive shall would have been employed less than 24 months at the Termination Date, the Average Bonus Amount shall be equal to the aggregate cash Bonus awarded to the paid had Executive in the period of continued employment preceding the Termination Date; (d) Contact Gold shall continue at its cost the Benefits then in effect for the Executive, other than disability insurance and other coverages which cannot be extended to former employees, until the earlier of the end of the COC Severance Period or fiscal year in which such termination occurs multiplied by a fraction in which the Executive obtaining alternate coverage (numerator is the number of which prompt written notice must days from and including the first day of such fiscal year up to and including the date of termination and the denominator is 365 provided, however, that such amount shall be given paid when Broadwing generally pays variable compensation to Contact Gold), subject to agreement other Executives after the end of the insurer which Contact Gold will take reasonable steps fiscal year and shall be calculated based on Broadwing’s performance and Executive’s performance prior to procuretermination as determined by Executive’s immediate supervisor; and (eD) Notwithstanding all outstanding stock options, restricted stock and other equity awards granted to Executive under any other plan of Broadwing’s equity incentive plans (or agreement all Equity Remuneration held by awards substituted therefore covering the securities of a successor company) including the Retention Award not otherwise vested, shall become immediately vested and exercisable in full. Provided that, with respect to clauses (A) through (D), Executive shall vest immediately will be entitled to receive such amounts if and only if Executive has executed and delivered to Broadwing a General Release substantially in form and substance as set forth in Exhibit B attached hereto at the time of the Termination Date and shall remain open for exercise until the earlier of their expiry or 18 months from the Termination DateExecutive’s termination.

Termination After a Change of Control. In lieu Notwithstanding the provisions of the Severance and rights under section 4.2Sections 6.3 or 6.4 above, if within six (6) months following a Change in the event: (a) the Executive elects to resign under this section 4.4 for "Good Cause" (Control as defined belowin Section 5.7 hereof (the "Severance Period") with two (2) weeks' advance written notice; or (b) Contact Gold terminates the Executive's employment without just cause, within 12 months after a which Change of Control, thenin any event, shall be deemed have occurred on the seventh (7th) business day following the earlier "Closing Date" of the last day merger between the Company and Wherify as defined in the Merger Agreement) , (X) the Company terminates Executive without Cause, as defined in Section 5.3, or (Y) Executive terminates his employment for Good Reason pursuant to Section 5.6 above, instead of, and not in addition to, the compensation to be paid to Executive pursuant to Sections 6.3 and 6.4 above, the Company shall pay the Executive: (x) his Base Salary and other benefits through and including the Date of Termination; and, (y) an amount equal to (i) three (3) times Executive's Base Salary at the specified notice annual Base Salary then currently in effect, and (ii) three (3) times the total amount of resignation all Milestone Bonuses that Executive was eligible to earn, whether or not fully earned, as though such Milestone Bonuses were fully earned at the date on which Contact Gold terminates actual employment duties time of such termination (collectively, (x)-(y) the "COC Termination Date"), Contact Gold shall provide the Executive with compensation set out below (the "COC SeveranceSeverance Payment"). The lump sum portions Severance Payment set forth in this Section 6.5 shall not accrue or be paid if such termination without Cause or for Good Reason occurs after the Severance Period. After the Severance Period (or during the Severance Period if this Section 6.5 does not apply), the compensation set forth in Sections 6.3 and 6.4 above shall control. To the extent the amount of any Milestone Bonus shall have not been determined or reasonably agreed to, the amount of the COC Severance shall be payable within seven (7) business days following the COC Termination Date. The COC Severance shall consist of the following: (a) the Termination Final Wages; (b) an additional lump sum amount equivalent to the number of months of the Executive's then Annual Salary set out in Schedule "A" (the "COC Severance Period"); (c) an additional lump sum equal to two times the "Average Bonus Amount", defined as the average amount of cash Bonus awarded to the Executive during the 24 months preceding the Termination Date divided by two, provided that, if the Executive shall have been employed less than 24 months at the Termination Date, the Average Bonus Amount Milestone Bonuses shall be equal to the aggregate cash Bonus awarded total Milestone Bonuses for which Executive was eligible during the prior year. Additionally, all stock options to purchase the Company's stock granted to the Executive in the period of employment preceding the Termination Date; (d) Contact Gold shall continue at its cost the Benefits then in effect for the Executive, other than disability insurance and other coverages which cannot be extended to former employees, until the earlier as of the end Date of Termination and which have not vested prior to the COC Severance Period or the Executive obtaining alternate coverage (Date of which prompt written notice must be given to Contact Gold), subject to agreement of the insurer which Contact Gold will take reasonable steps to procure; and (e) Notwithstanding any other plan or agreement all Equity Remuneration held Termination shall automatically become immediately vested and exercisable by the Executive on the Date of Termination and shall vest immediately remain exercisable for a period of one year. The provisions of this paragraph shall constitute an amendment to any existing stock option agreements between the Company and Executive as of the Termination Date and shall remain open for exercise until the earlier of their expiry or 18 months from the Termination Effective Date." 4. Exhibit A to the Employment Agreement is hereby amended in its entirety to read as set forth on Exhibit A attached hereto.

Termination After a Change of Control. This section shall operate ------------------------------------------ notwithstanding any other provision of this Agreement. During the 12 months following completion of a Change of Control (as defined below), the Employee shall have a special right to resign his employment on two (2) weeks' written notice for any reason and the Company will pay to the Employee the compensation set out in this section. In lieu of the Severance and rights under section 4.2, in the event: (a) the Executive elects to resign Employee resigns under this section 4.4 for "Good Cause" (as defined below) with two (2) weeks' advance written noticesection; or (b) Contact Gold the Company terminates the ExecutiveEmployee's employment without just cause, cause within 12 months after following completion of a Change of Control, then, on the seventh fifth (7th5th) business day following the earlier of the last day of the specified notice of resignation or termination and the date on which Contact Gold terminates actual the Employee actually ceases his employment duties with the Company (the "COC Termination Date"), Contact Gold the Company shall provide the Executive Employee with compensation set out below (the "COC Severance"). The lump sum portions of the COC Severance shall be payable within seven (7) business days following the COC Termination Date. The COC Severance which shall consist of the following: (a) Annual Salary and vacation pay earned to the COC Termination Final WagesDate and reimbursement for any expenses incurred prior thereto; (b) an additional a lump sum amount equivalent equal to three times the number of months of the ExecutiveEmployee's then Annual Salary set out in Schedule "A" (at the "COC Severance Period");Termination Date; and (c) an additional a lump sum amount equal to two three times the "Average Employee's average Annual Bonus Amount", defined as for the average amount of cash Bonus awarded to the Executive during the 24 months two preceding the Termination Date divided by twoyears, provided that, that if the Executive shall have been employed less than 24 months at Employee has not completed two bonus years, an amount equal to 50% of the Termination Date, the Average Bonus Amount Employee's Annual Salary shall be equal to the aggregate cash deemed Annual Bonus awarded to amount for all missing bonus years for the Executive in the period purposes of employment preceding the Termination Datethis calculation; (d) Contact Gold notwithstanding the provisions of any other plan or agreement, all of the Employee's options and Restricted Stock Awards not yet vested or issued shall vest or be issued effective on the COC Termination Date and shall remain in full force and effect in accordance with the original terms thereof. Such options shall be deemed to have been amended to the effect that any provision which would otherwise terminate such options as a result of the termination of the Employee's employment earlier than as set out herein shall be null and void; and (e) the Company shall continue at its cost the Benefits then in effect for the Executive, other than disability insurance and other coverages which cannot be extended to former employees, Employee until the earlier of three years from the end COC Termination Date (the "COC Severance Period") or the Employee obtaining similar benefits through other employment. To the extent the Company is unable to arrange to continue any Benefit, the Company shall pay the Employee a further lump sum amount equal to the cost to the Company of such Benefit during the COC Severance Period or the Executive obtaining alternate coverage (of which prompt written notice must be given to Contact Gold), subject to agreement of the insurer which Contact Gold will take reasonable steps to procure; and (e) Notwithstanding any other plan or agreement all Equity Remuneration held by the Executive shall vest immediately as of the Termination Date and shall remain open for exercise until the earlier of their expiry or 18 months from the Termination Date.Period;

Termination After a Change of Control. In lieu of the Severance and rights under section 4.2, in the event: (a) the Executive elects to resign under this section 4.4 for "Good Cause" (as defined below) with event that within two (2) weeks' advance written notice; or (b) Contact Gold terminates the Executive's employment without just cause, within 12 months years after a Change of Control, thenthe Corporation terminates the employment of the Key Employee, on other than for misconduct or Permanent Disability, or the seventh Key Employee terminates for Good Reason, the Key Employee shall receive: (7thi) an amount in cash equal to the product of two (2), multiplied by the sum of the Key Employee’s Base Salary and Target Bonus within two (2) business day following days after such termination; (ii) an amount in cash equal to the product of (A) Key Employee's Target Bonus and (B) a fraction, the numerator of which is the number of days in the Corporation's fiscal year that occurred prior to the Key Employee's termination of employment and the denominator of which is 365 representing a partial bonus for the year of termination, less any partial bonus related to the same fiscal year previously paid to the Key Employee, within two (2) business days after such termination; (iii) if the bonus amounts for the Corporation's fiscal year ending prior to the Key Employee's termination date have not, prior to such termination, been paid to Corporation employees generally, an amount in cash equal to the unpaid bonuses under the Corporation's annual Key Employee bonus program, based on actual defined performance measures during such fiscal year, within two (2) business days after such termination; (iv) reimbursement of reasonable expenses incurred by the Key Employee for professional outplacement services by qualified consultants for a maximum of twelve (12) months after termination of employment; and (v) until the earlier of twenty-four (24) months following the last day date of the specified notice termination of resignation employment or the date on which Contact Gold terminates the Key Employee is eligible for medical benefits provided by a new employer, medical benefits similar to such benefits provided immediately prior to the termination in terms of (i) level of actual employment duties benefits provided; and (ii) level of Key Employee’s monetary contribution to such benefits. Any statutory rights of the "COC Termination Date")Key Employee to continued health coverage shall be governed by the Key Employee's actual date of termination and not by the expiration of the salary continuation period provided, Contact Gold however, that any such continued coverage shall provide be subject to open enrollment changes to coverage, and/or coverage substitutions, made for all employees within the Executive with compensation set out below (the "COC Severance")applicable level of coverage. The lump sum portions Corporation’s obligation under this provision shall not exceed the employer portion of the COC Severance shall be payable within seven (7) business days following applicable premium for the COC Termination Date. The COC Severance shall consist Key Employee’s level of coverage at the date of termination of the following: (a) the Termination Final Wages; (b) an additional lump sum amount equivalent Key Employee’s employment increased only pursuant to the number of months of the Executive's then Annual Salary set out in Schedule "A" (the "COC Severance Period"); (c) an additional lump sum equal to two times the "Average Bonus Amount", defined as the average amount of cash Bonus awarded to the Executive general premium increases during the 24 months preceding the Termination Date divided by two, provided that, if the Executive shall have been employed less than 24 months at the Termination Date, the Average Bonus Amount shall be equal to the aggregate cash Bonus awarded to the Executive in the period of employment preceding the Termination Date; twenty-four (d24) Contact Gold shall continue at its cost the Benefits then in effect for the Executive, other than disability insurance and other coverages which cannot be extended to former employees, until the earlier of the end of the COC Severance Period or the Executive obtaining alternate month coverage (of which prompt written notice must be given to Contact Gold), subject to agreement of the insurer which Contact Gold will take reasonable steps to procure; and (e) Notwithstanding any other plan or agreement all Equity Remuneration held by the Executive shall vest immediately as of the Termination Date and shall remain open for exercise until the earlier of their expiry or 18 months from the Termination Dateperiod.

Termination After a Change of Control. In lieu (i) If a Change of the Severance and rights under section 4.2, in the event: (a) the Executive elects to resign under this section 4.4 for "Good Cause" Control (as defined belowherein) with occurs during the Employment Period, all outstanding stock options, restricted stock and other equity awards granted to Executive under any of Broadwing’s equity incentive plans (or awards substituted therefore covering the securities of a successor company), but excluding the Retention Award not otherwise vested, shall become immediately vested and exercisable in full. (ii) If Executive’s employment is terminated by Broadwing without Cause or by Executive for Good Reason, in each case within two (2) weeks' advance written notice; or (b) Contact Gold terminates years after the Executive's employment without just cause, within 12 months after a effective date of the Change of Control, then, on the seventh (7th) business day following the earlier of the last day of the specified notice of resignation or the date on which Contact Gold terminates actual employment duties (the "COC Termination Date"), Contact Gold shall provide the then Executive with compensation set out below (the "COC Severance"). The lump sum portions of the COC Severance shall be payable within seven (7) business days following the COC Termination Date. The COC Severance shall consist of the followingentitled to: (aA) the Termination Final Wagespayments and benefits provided in Section 3(d), subject to the terms and conditions thereof; (bB) an additional a lump sum amount equivalent cash payment equal to the number of months target Variable Compensation in effect at the time of the Executive's then Annual Salary set out in Schedule "A" (the "COC Severance Period")termination multiplied by 2; (cC) an additional lump sum equal to two times the "Average Bonus Amount", defined as amount the average amount of cash Bonus awarded to the targeted Variable Compensation Executive during the 24 months preceding the Termination Date divided by two, provided that, if the Executive shall would have been employed less than 24 months at paid from the Termination Date, the Average Corporate Bonus Amount shall be equal to the aggregate cash Bonus awarded to the Program had Executive in the period of continued employment preceding the Termination Date; (d) Contact Gold shall continue at its cost the Benefits then in effect for the Executive, other than disability insurance and other coverages which cannot be extended to former employees, until the earlier of the end of the COC Severance Period fiscal year in which such termination occurs multiplied by a fraction in which the numerator is the number of days from and including the first day of such fiscal year up to and including the date of termination and the denominator is 365 provided, however, that such amount shall be paid when Broadwing generally pays Corporate Bonus payments to other Executives after the end of the fiscal year and shall be calculated based on Broadwing’s performance and Executive’s performance prior to termination as determined by Executive’s immediate supervisor; (D) the sales compensation Executive earned for the year through the last full month of employment with Broadwing in accordance with the Sales Compensation Plan currently then in effect minus any sales compensation already paid for the year and; (E) all outstanding stock options, restricted stock and other equity awards granted to Executive under any of Broadwing’s equity incentive plans (or awards substituted therefore covering the Executive obtaining alternate coverage securities of a successor company) including the Retention Award not otherwise vested, shall become immediately vested and exercisable in full. Provided that, with respect to clauses (of which prompt written notice must be given to Contact GoldA) through (D), subject Executive will be entitled to agreement receive such amounts if and only if Executive has executed and delivered to Broadwing a General Release substantially in form and substance as set forth in Exhibit B attached hereto at the time of the insurer which Contact Gold will take reasonable steps to procure; and (e) Notwithstanding any other plan or agreement all Equity Remuneration held by the Executive shall vest immediately as of the Termination Date and shall remain open for exercise until the earlier of their expiry or 18 months from the Termination DateExecutive’s termination.

Termination After a Change of Control. In lieu of the Severance and rights under section 4.2, in the event: (a) the Executive elects to resign under this section 4.4 for "Good Cause" (as defined below) with two (2) weeks' advance written notice; or (b) Contact Gold Clover Nevada terminates the Executive's employment without just cause, within 12 months after a Change of Control, then, on the seventh (7th) business day following the earlier of the last day of the specified notice of resignation or the date on which Contact Gold Clover Nevada terminates actual employment duties (the "COC Termination Date"), Contact Gold Clover Nevada shall provide the Executive with compensation set out below (the "COC Severance"). The lump sum portions of the COC Severance shall be payable within seven (7) business days following the COC Termination Date. The COC Severance shall consist of the following: (a) the Termination Final Wages; (b) an additional lump sum amount equivalent to the number of months of the Executive's then Annual Salary set out in Schedule "A" (the "COC Severance Period"); (c) an additional lump sum equal to two times the "Average Bonus Amount", defined as the average amount of cash Bonus awarded to the Executive during the 24 months preceding the Termination Date divided by two, provided that, if the Executive shall have been employed less than 24 months at the Termination Date, the Average Bonus Amount shall be equal to the aggregate cash Bonus awarded to the Executive in the period of employment preceding the Termination Date; (d) Contact Gold Clover Nevada shall continue at its cost the Benefits then in effect for the Executive, other than disability insurance and other coverages which cannot be extended to former employees, until the earlier of the end of the COC Severance Period or the Executive obtaining alternate coverage (of which prompt written notice must be given to Contact GoldClover Nevada), subject to agreement of the insurer which Contact Gold Clover Nevada will take reasonable steps to procure; and (e) Notwithstanding any other plan or agreement all Equity Remuneration held by the Executive shall vest immediately as of the Termination Date and shall remain open for exercise until the earlier of their expiry or 18 months from the Termination Date.

Termination After a Change of Control. In lieu (i) If a Change of the Severance and rights under section 4.2, in the event: (a) the Executive elects to resign under this section 4.4 for "Good Cause" Control (as defined belowherein) with occurs during the Employment Period, all outstanding stock options, restricted stock and other equity awards granted to Executive under any of Broadwing’s equity incentive plans (or awards substituted therefore covering the securities of a successor company) including the Fixed Option Award, but excluding the Incentive Option Award, shall become immediately vested and exercisable in full. (ii) If Executive’s employment is terminated by Broadwing without Cause or by Executive for Good Reason, in each case within two (2) weeks' advance written notice; or (b) Contact Gold terminates years after the Executive's employment without just cause, within 12 months after a effective date of the Change of Control, then, on the seventh (7th) business day following the earlier of the last day of the specified notice of resignation or the date on which Contact Gold terminates actual employment duties (the "COC Termination Date"), Contact Gold shall provide the then Executive with compensation set out below (the "COC Severance"). The lump sum portions of the COC Severance shall be payable within seven (7) business days following the COC Termination Date. The COC Severance shall consist of the followingentitled to: (aA) the Termination Final Wagespayments and benefits provided in Section 3(d), subject to the terms and conditions thereof; (bB) an additional a lump sum amount equivalent cash payment equal to the number of months target Variable Compensation in effect at the time of the Executive's then Annual Salary set out in Schedule "A" (the "COC Severance Period")termination multiplied by 2; (cC) an additional lump sum equal to two times the "Average Bonus Amount", defined as amount the average amount of cash Bonus awarded to the targeted Variable Compensation Executive during the 24 months preceding the Termination Date divided by two, provided that, if the Executive shall would have been employed less than 24 months at the Termination Date, the Average Bonus Amount shall be equal to the aggregate cash Bonus awarded to the paid had Executive in the period of continued employment preceding the Termination Date; (d) Contact Gold shall continue at its cost the Benefits then in effect for the Executive, other than disability insurance and other coverages which cannot be extended to former employees, until the earlier of the end of the COC Severance Period or fiscal year in which such termination occurs multiplied by a fraction in which the Executive obtaining alternate coverage (numerator is the number of which prompt written notice must days from and including the first day of such fiscal year up to and including the date of termination and the denominator is 365 provided, however, that such amount shall be given paid when Broadwing generally pays variable compensation to Contact Gold), subject to agreement other Executives after the end of the insurer which Contact Gold will take reasonable steps fiscal year and shall be calculated based on Broadwing’s performance and Executive’s performance prior to procuretermination as determined by Executive’s immediate supervisor; and (eD) Notwithstanding all outstanding stock options, restricted stock and other equity awards granted to Executive under any other plan of Broadwing’s equity incentive plans (or agreement all Equity Remuneration held by awards substituted therefore covering the securities of a successor company) including the Incentive Option Award, shall become immediately vested and exercisable in full. Provided that, with respect to clauses (A) through (D), Executive shall vest immediately will be entitled to receive such amounts if and only if Executive has executed and delivered to Broadwing a General Release substantially in form and substance as set forth in Exhibit B attached hereto at the time of the Termination Date and shall remain open for exercise until the earlier of their expiry or 18 months from the Termination DateExecutive’s termination.