Common use of Termination Change of Control Clause in Contracts

Termination Change of Control. 6.1 If the Optionee’s employment with the Company and/or one of its Subsidiaries terminates for any reason, any then unexercisable portion of this Option shall be forfeited and cancelled by the Company. 6.2 If the Optionee’s employment with the Company and/or its Subsidiaries terminates for any reason other than due to the Optionee’s death or Disability, the Optionee’s rights, if any, to exercise any then exercisable portion of this Option, shall terminate ninety (90) days after the date of such termination, but not beyond the expiration of the Option Period, and thereafter such Option shall be forfeited and cancelled by the Company. 6.3 If Optionee’s termination of employment with the Company and/or its Subsidiaries is due to the Optionee’s death or Disability, the Optionee (or the Optionee’s estate, designated beneficiary or other legal representative, as the case may be and as determined by the Committee) shall have the right, to the extent exercisable immediately prior to any such termination, to exercise this Option at any time within the one (1) year period following such termination due to death or Disability, but not beyond the expiration of the Option Period, and thereafter such Option shall be forfeited and cancelled by the Company. 6.4 The Board or the Committee, in its sole discretion, may determine that all or any portion of this Option, to the extent exercisable immediately prior to the Optionee’s termination of employment with the Company and/or its Subsidiaries for any reason, may remain exercisable for an additional specified time period after the period specified above in this Section 6 expires (subject to any other applicable terms and provisions of the Plan and this Agreement), but not beyond the expiration of the Option Period. 6.5 If the Optionee’s employer ceases to be a Subsidiary of the Company, that event shall be deemed to constitute a termination of employment under Section 6.2 above. 6.6 Optionee shall be deemed to have a “termination of employment” upon (i) the date Optionee ceases to be employed by the Company or any Subsidiary, or any corporation (or any of its subsidiaries) which assumes Optionee’s award in a transaction to which Section 424(a) of the Code applies. 6.7 [Notwithstanding the vesting and/or exercisability provisions otherwise applicable to the Option, the Option shall be fully vested and exercisable upon a Change of Control and shall remain exercisable for the remainder of the Option Period.]

Termination Change of Control. 6.1 If (a) The Employer shall have the Optionee’s employment with right to terminate the Company and/or one of its Subsidiaries terminates for any reason, any then unexercisable portion of this Option shall be forfeited and cancelled by Term upon at least 15 days' prior written notice to the Company. 6.2 If the Optionee’s employment with the Company and/or its Subsidiaries terminates for any reason Executive other than due to for cause, provided that upon the Optionee’s death or Disability, the Optionee’s rights, if any, to exercise any then exercisable portion of this Option, shall terminate ninety (90) days after the effective date of such termination, but termination not beyond for cause (and as a condition precedent thereto) the expiration Employer shall deliver to the Executive full payment of the Option Period, and thereafter such Option shall be forfeited and cancelled by the Company. 6.3 If Optionee’s termination of employment with the Company and/or its Subsidiaries is due to the Optionee’s death or Disability, the Optionee (or the Optionee’s estate, designated beneficiary or other legal representative, Parachute Payment as the case may be and as determined by the Committee) hereinafter defined. The Employer also shall have the right, exercisable without terminating the term of this Agreement by giving a notice of this election to the extent exercisable immediately prior Executive (a "Consulting Officer's Notice") to request that the Executive no longer serve as an officer and director of the Employer and perform only occasional consulting duties for the balance of the Term. After the Executive receives a Consulting Officer's Notice: (i) he shall resign from all offices and as a director and officer of the Employer; (ii) the Employer may employ another person to assume a substantial portion of the Executive's duties; (iii) the Executive shall perform only those consulting duties (which shall not include menial or other duties that are not consistent with the duties of a corporate executive) as the Employer may request; (iv) all payments of Base Salary, COLA increases and other economic and benefit provisions of this Agreement and the vesting of all restricted stock and stock options as provided for in any employee benefit plan shall continue and remain in effect during the balance of the Term; and (v) the giving of the Consulting Officer's Notice and performance of the foregoing provisions of this paragraph shall not, by itself, constitute a breach of this Agreement by the Employer or otherwise entitle the Executive to a Parachute Payment. (b) For purposes hereof, a "Change in Control" shall mean if there is any change in the beneficial ownership or title to voting securities of the Employer (other than pursuant to transfers among present shareholders of the Employer or underwritten public offerings of the Employer's securities) representing more than 30% (approximately 3 million shares) of the combined voting power of the Employer's securities, outstanding on the date of this Agreement, or a party not a shareholder of the Employer on the date hereof acquires the power to elect a majority of the Board of Directors of the Employer. The Executive's sale of Common Stock of the Employer shall not create a change in control or count against the more than 30% stock ownership test. The Executive may terminate the Term by giving notice of such termination, termination to exercise this Option the Employer at any time upon the Employer's material breach hereunder or within 90 days after the one (1) year period following such termination due to death Executive acquires actual knowledge, or Disability, but not beyond receives notice from the expiration Employer of a change of control of the Option Period, and thereafter such Option shall be forfeited and cancelled by the CompanyEmployer. 6.4 The Board or the Committee, in its sole discretion, may determine that all or any portion of this Option, to the extent exercisable immediately prior to the Optionee’s termination of employment with the Company and/or its Subsidiaries for any reason, may remain exercisable for an additional specified time period after the period specified above in this Section 6 expires (subject to any other applicable terms and provisions of the Plan and this Agreement), but not beyond the expiration of the Option Period. 6.5 If the Optionee’s employer ceases to be a Subsidiary of the Company, that event shall be deemed to constitute a termination of employment under Section 6.2 above. 6.6 Optionee shall be deemed to have a “termination of employment” upon (i) the date Optionee ceases to be employed by the Company or any Subsidiary, or any corporation (or any of its subsidiaries) which assumes Optionee’s award in a transaction to which Section 424(a) of the Code applies. 6.7 [Notwithstanding the vesting and/or exercisability provisions otherwise applicable to the Option, the Option shall be fully vested and exercisable upon a Change of Control and shall remain exercisable for the remainder of the Option Period.]

Termination Change of Control. 6.1 If (a) The Employer shall have the Optionee’s employment with right to terminate the Company and/or one of its Subsidiaries terminates for any reason, any then unexercisable portion of this Option shall be forfeited and cancelled by Term upon at least 15 days' prior written notice to the Company. 6.2 If the Optionee’s employment with the Company and/or its Subsidiaries terminates for any reason Executive other than due to for cause, provided that upon the Optionee’s death or Disability, the Optionee’s rights, if any, to exercise any then exercisable portion of this Option, shall terminate ninety (90) days after the effective date of such termination, but termination not beyond for cause (and as a condition precedent thereto) the expiration Employer shall deliver to the Executive full payment of the Option Period, and thereafter such Option shall be forfeited and cancelled by the Company. 6.3 If Optionee’s termination of employment with the Company and/or its Subsidiaries is due to the Optionee’s death or Disability, the Optionee (or the Optionee’s estate, designated beneficiary or other legal representative, Parachute Payment as the case may be and as determined by the Committee) hereinafter defined. The Employer also shall have the right, exercisable without terminating the term of this Agreement by giving a notice of this election to the extent exercisable immediately prior Executive (a "Consulting Officer's Notice") to any such termination, to exercise this Option at any time within request that the one (1) year period following such termination due to death or Disability, but not beyond the expiration Executive no longer serve as an officer and director of the Option Period, Employer and thereafter such Option shall be forfeited and cancelled by perform only occasional consulting duties for the Company. 6.4 The Board or the Committee, in its sole discretion, may determine that all or any portion of this Option, to the extent exercisable immediately prior to the Optionee’s termination of employment with the Company and/or its Subsidiaries for any reason, may remain exercisable for an additional specified time period after the period specified above in this Section 6 expires (subject to any other applicable terms and provisions balance of the Plan and this Agreement), but not beyond Term. After the expiration of the Option Period. 6.5 If the Optionee’s employer ceases to be Executive receives a Subsidiary of the Company, that event shall be deemed to constitute a termination of employment under Section 6.2 above. 6.6 Optionee shall be deemed to have a “termination of employment” upon Consulting Officer's Notice: (i) he shall resign from all offices and as a director and officer of the date Optionee ceases Employer; (ii) the Employer may employ another person to be employed assume a substantial portion of the Executive's duties; (iii) the Executive shall perform only those consulting duties (which shall not include menial or other duties that are not consistent with the duties of a corporate executive) as the Employer may request; (iv) all payments of Base Salary, COLA increases and other economic and benefit provisions of this Agreement and the vesting of all restricted stock and stock options as provided for in any employee benefit plan shall continue and remain in effect during the balance of the Term; and (v) the giving of the Consulting Officer's Notice and performance of the foregoing provisions of this paragraph shall not, by itself, constitute a breach of this Agreement by the Company Employer or otherwise entitle the Executive to a Parachute Payment. (b) For purposes hereof, a "Change in Control" shall mean if there is any Subsidiary, change in the beneficial ownership or any corporation title to voting securities of the Employer (other than pursuant to transfers among present shareholders of the Employer or any underwritten public offerings of its subsidiariesthe Employer's securities) which assumes Optionee’s award in a transaction to which Section 424(arepresenting more than 30% (approximately 3 million shares) of the Code applies. 6.7 [Notwithstanding the vesting and/or exercisability provisions otherwise applicable to the Option, the Option shall be fully vested and exercisable upon a Change of Control and shall remain exercisable for the remainder combined voting power of the Option Period.]Employer's securities, outstanding on the date of this Agreement, or a party not a shareholder of the Employer on the date hereof