Common use of Termination by the Company Without Cause or by the Executive for Good Reason Following a Change in Control Clause in Contracts

Termination by the Company Without Cause or by the Executive for Good Reason Following a Change in Control. (i) If the Executive’s employment by the Company is terminated by the Company without Cause (and not due to Disability or death) or by the Executive for Good Reason within twelve (12) months following a Change in Control (as defined in the Equity Plan), then the Company shall pay or provide the Executive with the Accrued Amounts and all of the benefits described in Section 11(b) above, subject to compliance with Sections 9 and 12, with the exception that Section 11(b) (iii) shall read: all issued and outstanding options will become immediately vested and will remain exercisable through the Salary Severance Period, but in no event later than the expiration date of the options. Notwithstanding anything to the contrary, the Executive agrees and acknowledges that the transactions contemplated under the Securities Purchase Agreement shall not be considered a “Change in Control” for purposes of this Section 11(e).