Common use of Termination Due to a Change in Control Clause in Contracts

Termination Due to a Change in Control. The Executive may terminate this Agreement and his employment hereunder within one year of a Change in Control (as defined below) for Good Reason (as defined below) (such termination being hereinafter referred to as a “Termination due to a Change in Control”). A “Change in Control” shall be deemed to have occurred if (i) any “person” or group of “persons” (as the term “person” is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) (“Person”), acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such Person) direct or indirect beneficial ownership of securities of the Company representing 50% or more of the combined voting power of the then outstanding securities of the Company (provided that acquisitions by the Executive or any existing stockholder of the Company owning more than 5% of the combined voting power of the then outstanding securities of the Company as of the date of this Agreement shall be ignored for this purpose) or (ii) a Person acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such Person) assets (by merger or otherwise) from the Company that have a total fair market value equal to or more than 50% of the total fair market value of all of the assets of the Company immediately prior to such acquisition. Notwithstanding the foregoing, for purposes of clause (i), a Change in Control will not be deemed to have occurred if the power to control (directly or indirectly) the management and policies of the Company is not transferred from a Person to another Person; and, for purposes of clause (ii), a Change in Control will not be deemed to occur if the assets of the Company are transferred: (A) to a stockholder in exchange for his stock, (B) to an entity in which the Company has (directly or indirectly) more than 50% ownership, or (C) to a Person that has (directly or directly) more than 50% ownership of the Company with respect to its stock outstanding, or to any entity in which such Person possesses (directly or indirectly) more than 50% ownership. As used in this Agreement, “Good Reason” means (i) the Executive is assigned without his consent to a position with responsibilities and duties of a materially lesser status than his responsibilities and duties hereunder; (ii) the Company relocates its principal executive offices to a location more than 50 miles from its location as of the date of this Agreement or the Company requires that the Executive be based anywhere other than the Company’s principal executive offices, in either case without the Executive’s consent, (iii) there is a material reduction in the aggregate benefits provided for under this Agreement, or (iv) the Company breaches any material provision of this Agreement.

Termination Due to a Change in Control. The Executive may terminate this Agreement and his or her employment hereunder within one year of a Change in Control (as defined below) for Good Reason (as defined below) (such termination being hereinafter referred to as a “Termination due to a Change in Control”). A “Change in Control” shall be deemed to have occurred if (i) any “person” or group of “persons” (as the term “person” is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) (“Person”), acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such Person) direct or indirect beneficial ownership of securities of the Company representing 50% or more of the combined voting power of the then outstanding securities of the Company (provided that acquisitions by the Executive or any existing stockholder of the Company owning more than 5% of the combined voting power of the then outstanding securities of the Company as of the date of this Agreement shall be ignored for this purpose) or (ii) a Person acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such Person) assets (by merger or otherwise) from the Company that have a total fair market value equal to or more than 50% of the total fair market value of all of the assets of the Company immediately prior to such acquisition. Notwithstanding the foregoing, for purposes of clause (i), a Change in Control will not be deemed to have occurred if the power to control (directly or indirectly) the management and policies of the Company is not transferred from a Person to another Person; and, for purposes of clause (ii), a Change in Control will not be deemed to occur if the assets of the Company are transferred: (A) to a stockholder in exchange for his or her stock, (B) to an entity in which the Company has (directly or indirectly) more than 50% ownership, or (C) to a Person that has (directly or directly) more than 50% ownership of the Company with respect to its stock outstanding, or to any entity in which such Person possesses (directly or indirectly) more than 50% ownership. As used in this Agreement, “Good Reason” means (i) the Executive is assigned without his or her consent to a position with responsibilities and duties of a materially lesser status than his or her responsibilities and duties hereunder; (ii) the Company relocates its principal executive offices Executive’s place of employment to a location more than 50 miles from its location as of the date of this Agreement or the Company requires that the Executive be based anywhere other than the Company’s principal executive offices, in either case without the Executive’s consent, (iii) there is a material reduction in the aggregate benefits provided for under this Agreement, or (iv) the Company breaches any material provision of this Agreement.

Termination Due to a Change in Control. The For protection against possible termination after a Change of Control (defined below) of the Company and to induce to continue to serve in Employee’s present capacity with the Company or in such other capacity to which Employee may be elected or appointed, the Company will provide severance benefits in the event the employment is terminated by the Company without Cause or by Executive may terminate this Agreement and his employment hereunder for Good Reason after a change of control within one year after such Change of Control. For purposes of this Agreement, ”Change in Control” means the occurrence of any of the following after the Effective Date that also constitutes a change in control under Treasury Regulation Section 1.409A-3: (a) one person (or more than one person acting as a group) acquires ownership of stock of BGSF or the Company that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation; provided that, a Change in Control shall not occur if any person (as defined below) for Good Reason (as defined below) (such termination being hereinafter referred to or more than one person acting as a “Termination due to a Change in Control”). A “Change in Control” shall be deemed to have occurred if (igroup) any “person” or group of “persons” (as the term “person” is used in Sections 13(d) and 14(d) owns more than 50% of the Securities Exchange Act total fair market value or total voting power of 1934BGSF’s or the Company’s stock, as amendedapplicable, and acquires additional stock; (b) one person (“Person”), or more than one person acting as a group) acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such Personacquisition) direct or indirect beneficial ownership of securities of BGSF’s or the Company representing 50Company’s stock possessing 30% or more of the combined total voting power of the then outstanding securities stock of such corporation; (c) a majority of the Company (provided that acquisitions by the Executive or any existing stockholder members of the Company owning more than 5% of the combined voting power of the then outstanding securities of the Company as of the date of this Agreement shall be ignored for this purpose) or (ii) a Person acquires (or has acquired Board are replaced during the any twelve-month period ending on by directors whose appointment or election is not endorsed by a majority of the Board before the date of the most recent acquisition by such Personappointment or election; (d) assets (by merger completion of a consolidation, merger, or otherwise) from the Company that have a total fair market value equal to sale, lease, exchange, or more than 50% other transfer of the total fair market value of substantially all of the assets of BGSF or the Company; or (e) approval by the stockholders of BGSF or the Company immediately prior of a liquidation or dissolution of BGSF or the Company. If Executive’s employment is terminated under the circumstances provided in this Section 4.8, then Executive shall be entitled to such acquisition. Notwithstanding the foregoing, for purposes of clause same payments and benefits as provided in Section 4.7 subject to the following adjustments: (i), a Change in Control will not be deemed to have occurred if the power to control (directly or indirectly1) the management severance amount shall be increased to twelve months of Base Salary, payable in installments as provided in Section 4.7 and policies of the Company is not transferred from a Person to another Person; and, for purposes of clause (ii), a Change in Control will not be deemed to occur if the assets of the Company are transferred: (A) to a stockholder in exchange for his stock, (B) to an entity in which the Company has (directly or indirectly) more than 50% ownership, or (C) to a Person that has (directly or directly) more than 50% ownership of the Company with respect to its stock outstanding, or to any entity in which such Person possesses (directly or indirectly) more than 50% ownership. As used in this Agreement, “Good Reason” means (i) the Executive is assigned without his consent to a position with responsibilities and duties of a materially lesser status than his responsibilities and duties hereunder; (ii2) the Company relocates its principal executive offices to a location more than 50 miles from its location as shall pay Executive the amount of monthly COBRA premium for Executive and her dependents, grossed-up for federal income taxes, on the date first day of this Agreement or the Company requires that the Executive be based anywhere other than the Company’s principal executive offices, in either case without the Executive’s consent, (iii) there is a material reduction in the aggregate benefits provided each calendar month for under this Agreement, or (iv) the Company breaches any material provision twelve months after termination of this Agreementemployment.

Termination Due to a Change in Control. The Executive may terminate this Agreement and his or her employment hereunder within one year of a Change in Control (as defined below) for Good Reason (as defined below) (such termination being hereinafter referred to as a “"Termination due to a Change in Control”"). A “"Change in Control” " shall be deemed to have occurred if (i) any “"person” " or group of “"persons” " (as the term “"person” " is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) (“"Person”"), acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such Person) direct or indirect beneficial ownership of securities of the Company representing 50% or more of the combined voting power of the then outstanding securities of the Company (provided that acquisitions by the Executive or any existing stockholder of the Company owning more than 5% of the combined voting power of the then outstanding securities of the Company as of the date of this Agreement shall be ignored for this purpose) or (ii) a Person acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such Person) assets (by merger or otherwise) from the Company that have a total fair market value equal to or more than 50% of the total fair market value of all of the assets of the Company immediately prior to such acquisition. Notwithstanding the foregoing, for purposes of clause (i), a Change in Control will not be deemed to have occurred if the power to control (directly or indirectly) the management and policies of the Company is not transferred from a Person to another Person; and, for purposes of clause (ii), a Change in Control will not be deemed to occur if the assets of the Company are transferred: (A) to a stockholder in exchange for his or her stock, (B) to an entity in which the Company has (directly or indirectly) more than 50% ownership, or (C) to a Person that has (directly or directly) more than 50% ownership of the Company with respect to its stock outstanding, or to any entity in which such Person possesses (directly or indirectly) more than 50% ownership. As used in this Agreement, “"Good Reason” " means (i) the Executive is assigned without his or her consent to a position with responsibilities and duties of a materially lesser status than his or her responsibilities and duties hereunder; (ii) the Company relocates its principal executive offices Executive’s place of employment to a location more than 50 miles from its location as of the date of this Agreement or the Company requires that the Executive be based anywhere other than the Company’s principal executive offices, in either case without the Executive’s consent, (iii) there is a material reduction in the aggregate benefits provided for under this Agreement, or (iv) the Company breaches any material provision of this Agreement.

Termination Due to a Change in Control. The Executive may terminate this Agreement and his or her employment hereunder within one year of a Change in Control (as defined below) for Good Reason (as defined below) (such termination being hereinafter referred to as a “Termination due to a Change in Control”). A “Change in Control” shall be deemed to have occurred if (i) any “person” or group of “persons” (as the term “person” is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) (“Person”), acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such Person) direct or indirect beneficial ownership of securities of the Company representing 50% or more of the combined voting power of the then outstanding securities of the Company (provided that acquisitions by the Executive or any existing stockholder of the Company owning more than 5% of the combined voting power of the then outstanding securities of the Company as of the date of this Agreement shall be ignored for this purpose) or (ii) a Person acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such Person) assets (by merger or otherwise) from the Company that have a total fair market value equal to or more than 50% of the total fair market value of all of the assets of the Company immediately prior to such acquisition. Notwithstanding the foregoing, for purposes of clause (i), a Change in Control will not be deemed to have occurred if the power to control (directly or indirectly) the management and policies of the Company is not transferred from a Person to another Person; and, for purposes of clause (ii), a Change in Control will not be deemed to occur if the assets of the Company are transferred: (A) to a stockholder in exchange for his or her stock, (B) to an entity in which the Company has (directly or indirectly) more than 50% ownership, or (C) to a Person that has (directly or directly) more than 50% ownership of the Company with respect to its stock outstanding, or to any entity in which such Person possesses (directly or indirectly) more than 50% ownership. As used in this Agreement, “Good Reason” means (i) the Executive is assigned without his or her consent to a position with responsibilities and duties of a materially lesser status than his or her responsibilities and duties hereunder; (ii) the Company relocates its principal executive offices Executive’s place of employment to a location more than 50 miles from its location as of the date of this Agreement or the Company requires that the Executive be based anywhere other than the Company’s principal executive offices, in either case greater Boston metropolitan area without the Executive’s consent, (iii) there is a material reduction in the aggregate benefits provided for under this Agreement, or (iv) the Company breaches any material provision of this Agreement.

Termination Due to a Change in Control. The For protection against possible termination after a Change of Control (defined below) of the Company and to induce to continue to serve in Employee’s present capacity with the Company or in such other capacity to which Employee may be elected or appointed, the Company will provide severance benefits in the event the employment is terminated by the Company without Cause or by Executive may terminate this Agreement and his employment hereunder for Good Reason after a change of control within one year after such Change of Control. For purposes of this Agreement, ”Change in Control” means the occurrence of any of the following after the Effective Date that also constitutes a change in control under Treasury Regulation Section 1.409A-3: (a) one person (or more than one person acting as a group) acquires ownership of stock of BGSF or the Company that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation; provided that, a Change in Control shall not occur if any person (as defined below) for Good Reason (as defined below) (such termination being hereinafter referred to or more than one person acting as a “Termination due to a Change in Control”). A “Change in Control” shall be deemed to have occurred if (igroup) any “person” or group of “persons” (as the term “person” is used in Sections 13(d) and 14(d) owns more than 50% of the Securities Exchange Act total fair market value or total voting power of 1934BGSF’s or the Company’s stock, as amendedapplicable, and acquires additional stock; (b) one person (“Person”), or more than one person acting as a group) acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such Personacquisition) direct or indirect beneficial ownership of securities of BGSF’s or the Company representing 50Company’s stock possessing 30% or more of the combined total voting power of the then outstanding securities stock of such corporation; (c) a majority of the Company (provided that acquisitions by the Executive or any existing stockholder members of the Company owning more than 5% of the combined voting power of the then outstanding securities of the Company as of the date of this Agreement shall be ignored for this purpose) or (ii) a Person acquires (or has acquired Board are replaced during the any twelve-month period ending on by directors whose appointment or election is not endorsed by a majority of the Board before the date of the most recent acquisition by such Personappointment or election; (d) assets (by merger completion of a consolidation, merger, or otherwise) from the Company that have a total fair market value equal to sale, lease, exchange, or more than 50% other transfer of the total fair market value of substantially all of the assets of BGSF or the Company; or (e) approval by the stockholders of BGSF or the Company immediately prior of a liquidation or dissolution of BGSF or the Company. If Executive’s employment is terminated under the circumstances provided in this Section 4.8, then Executive shall be entitled to such acquisition. Notwithstanding the foregoing, for purposes of clause same payments and benefits as provided in Section 4.7 subject to the following adjustments: (i), a Change in Control will not be deemed to have occurred if the power to control (directly or indirectly1) the management severance amount shall be increased to twelve months of Base Salary, payable in installments as provided in Section 4.7 and policies of the Company is not transferred from a Person to another Person; and, for purposes of clause (ii), a Change in Control will not be deemed to occur if the assets of the Company are transferred: (A) to a stockholder in exchange for his stock, (B) to an entity in which the Company has (directly or indirectly) more than 50% ownership, or (C) to a Person that has (directly or directly) more than 50% ownership of the Company with respect to its stock outstanding, or to any entity in which such Person possesses (directly or indirectly) more than 50% ownership. As used in this Agreement, “Good Reason” means (i) the Executive is assigned without his consent to a position with responsibilities and duties of a materially lesser status than his responsibilities and duties hereunder; (ii2) the Company relocates its principal executive offices to a location more than 50 miles from its location as shall pay Executive the amount of monthly COBRA premium for Executive and her dependents, grossed-up for federal income taxes, on the date first day of this Agreement or the Company requires that the Executive be based anywhere other than the Company’s principal executive offices, in either case without the Executive’s consent, (iii) there is a material reduction in the aggregate benefits provided each calendar month for under this Agreement, or (iv) the Company breaches any material provision twelve months after termination of this Agreement.employment. 4 | Page EXECUTIVE EMPLOYMENT AGREEMENT

Termination Due to a Change in Control. The Executive may terminate this Agreement and his employment hereunder within one year of a Change in Control (as defined below) for Good Reason (as defined below) (such termination being hereinafter referred to as a “"Termination due to a Change in Control”"). A “"Change in Control” " shall be deemed to have occurred if (i) any “"person” " or group of “"persons” " (as the term “"person” " is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) (“"Person”"), acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such Person) direct or indirect beneficial ownership of securities of the Company representing 50% or more of the combined voting power of the then outstanding securities of the Company (provided that acquisitions by the Executive or any existing stockholder of the Company owning more than 5% of the combined voting power of the then outstanding securities of the Company as of the date of this Agreement shall be ignored for this purpose) or (ii) a Person acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such Person) assets (by merger or otherwise) from the Company that have a total fair market value equal to or more than 50% of the total fair market value of all of the assets of the Company immediately prior to such acquisition. Notwithstanding the foregoing, for purposes of clause (i), a Change in Control will not be deemed to have occurred if the power to control (directly or indirectly) the management and policies of the Company is not transferred from a Person to another Person; and, for purposes of clause (ii), a Change in Control will not be deemed to occur if the assets of the Company are transferred: (A) to a stockholder in exchange for his stock, (B) to an entity in which the Company has (directly or indirectly) more than 50% ownership, or (C) to a Person that has (directly or directly) more than 50% ownership of the Company with respect to its stock outstanding, or to any entity in which such Person possesses (directly or indirectly) more than 50% ownership. As used in this Agreement, “"Good Reason” " means (i) the Executive is assigned without his consent to a position with responsibilities and duties of a materially lesser status than his responsibilities and duties hereunder; (ii) the Company relocates its principal executive offices to a location more than 50 miles from its location as of the date of this Agreement or the Company requires that the Executive be based anywhere other than the Company’s principal executive offices, in either case without the Executive’s consent, (iii) there is a material reduction in the aggregate benefits provided for under this Agreement, or (iv) the Company breaches any material provision of this Agreement.

Termination Due to a Change in Control. The Executive may terminate this Agreement and his employment hereunder within one year of a Change in Control (as defined below) for Good Reason (as defined below) (such termination being hereinafter referred to as a “"Termination due to a Change in Control”"). A “"Change in Control” " shall be deemed to have occurred if (i) any “"person” " or group of “"persons” " (as the term “"person” " is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) (“"Person”"), acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such Person) direct or indirect beneficial ownership of securities of the Company representing 50% or more of the combined voting power of the then outstanding securities of the Company (provided that acquisitions by the Executive or any existing stockholder of the Company owning more than 5% of the combined voting power of the then outstanding securities of the Company as of the date of this Agreement shall be ignored for this purpose) or (ii) a Person acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such Person) assets (by merger or otherwise) from the Company that have a total fair market value equal to or more than 50% of the total fair market value of all of the assets of the Company immediately prior to such acquisition. Notwithstanding the foregoing, for purposes of clause (i), a Change in Control will not be deemed to have occurred if the power to control (directly or indirectly) the management and policies of the Company is not transferred from a Person to another Person; and, for purposes of clause (ii), a Change in Control will not be deemed to occur if the assets of the Company are transferred: (A) to a stockholder in exchange for his stock, (B) to an entity in which the Company has (directly or indirectly) more than 50% ownership, or (C) to a Person that has (directly or directly) more than 50% ownership of the Company with respect to its stock outstanding, or to any entity in which such Person possesses (directly or indirectly) more than 50% ownership. As used in this Agreement, “"Good Reason” " means (i) the Executive is assigned without his consent to a position with responsibilities and duties of a materially lesser status than his responsibilities and duties hereunder; (ii) the Company relocates its principal executive offices to a location more than 50 miles from its location as of the date of this Agreement or the Company requires that the Executive be based anywhere other than the Company’s 's principal executive offices, in either case without the Executive’s 's consent, (iii) there is a material reduction in the aggregate benefits provided for under this Agreement, or (iv) the Company breaches any material provision of this Agreement.

Termination Due to a Change in Control. The Executive may terminate this Agreement and his employment hereunder within one year of a Change in Control (as defined below) for Good Reason (as defined below) (such termination being hereinafter referred to as a “Termination due to a Change in Control”). A “Change in Control” shall be deemed to have occurred if if, prior to the first public offering of the common stock of the Company or any parent or subsidiary of the Company, (i) any “person” or group of “persons” (as the term “person” is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) (“Person”), acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such Person) direct or indirect beneficial ownership of securities of the Company representing 50% or more of the combined voting power of the then outstanding securities of the Company (provided that acquisitions by the Executive or any existing stockholder of the Company owning more than 5% of the combined voting power of the then outstanding securities of the Company as of the date of this Agreement shall be ignored for this purpose) or ), (ii) a Person acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such Person) assets (by merger or otherwise) from the Company that have a total fair market value equal to or more than 50% of the total fair market value of all of the assets of the Company immediately prior to such acquisitionacquisition or, (iii) the shareholders of the Company who, on the date of this Agreement, have the right to nominate the majority of the members of the Board of Directors of the Company, cease to have such right. Notwithstanding the foregoing, for purposes of clause (i), a Change in Control will not be deemed to have occurred if the power to control (directly or indirectly) the management and policies of the Company is not transferred from a Person to another Person; and, for purposes of clause (ii), a Change in Control will not be deemed to occur if the assets of the Company are transferred: (A) to a stockholder in exchange for his stock, (B) to an entity in which the Company has (directly or indirectly) more than 50% ownership, or (C) to a Person that has (directly or directly) more than 50% ownership of the Company with respect to its stock outstanding, or to any entity in which such Person possesses (directly or indirectly) more than 50% ownership. As used in this Agreement, “Good Reason” means (i) the Executive is assigned without his consent to a position with responsibilities and duties of a materially lesser status than his responsibilities and duties hereunder; (ii) the Company relocates its principal executive offices to a location more than 50 miles from its location as of the date of this Agreement or the Company requires that the Executive be based anywhere other than the Company’s principal executive offices, in either case without the Executive’s consent, (iii) there is a material reduction in the aggregate benefits provided for under this Agreement, or (iv) the Company breaches any material provision of this Agreement.

Termination Due to a Change in Control. The For protection against possible termination after a Change of Control (defined below) of the Company and to induce to continue to serve in Employee’s present capacity with the Company or in such other capacity to which Employee may be elected or appointed, the Company will provide severance benefits in the event the employment is terminated by the Company without Cause or by Executive may terminate this Agreement and his employment hereunder for Good Reason after a change of control within one year after such Change of Control. For purposes of this Agreement, ”Change in Control” means the occurrence of any of the following after the Effective Date that also constitutes a change in control under Treasury Regulation Section 1.409A-3: (a) one person (or more than one person acting as a group) acquires ownership of stock of BGSF or the Company that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation; provided that, a Change in Control shall not occur if any person (as defined below) for Good Reason (as defined below) (such termination being hereinafter referred to or more than one person acting as a “Termination due to a Change in Control”). A “Change in Control” shall be deemed to have occurred if (igroup) any “person” or group of “persons” (as the term “person” is used in Sections 13(d) and 14(d) owns more than 50% of the Securities Exchange Act total fair market value or total voting power of 1934BGSF’s or the Company’s stock, as amendedapplicable, and acquires additional stock; (b) one person (“Person”), or more than one person acting as a group) acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such Personacquisition) direct or indirect beneficial ownership of securities of BGSF’s or the Company representing 50Company’s stock possessing 30% or more of the combined total voting power of the then outstanding securities stock of such corporation; (c) a majority of the Company (provided that acquisitions by the Executive or any existing stockholder members of the Company owning more than 5% of the combined voting power of the then outstanding securities of the Company as of the date of this Agreement shall be ignored for this purpose) or (ii) a Person acquires (or has acquired Board are replaced during the any twelve-month period ending on by directors whose appointment or election is not endorsed by a majority of the Board before the date of the most recent acquisition by such Personappointment or election; (d) assets (by merger completion of a consolidation, merger, or otherwise) from the Company that have a total fair market value equal to sale, lease, exchange, or more than 50% other transfer of the total fair market value of substantially all of the assets of BGSF or the Company; or (e) approval by the stockholders of BGSF or the Company immediately prior of a liquidation or dissolution of BGSF or the Company. If Executive’s employment is terminated under the circumstances provided in this Section 4.8, then Executive shall be entitled to such acquisition. Notwithstanding the foregoing, for purposes of clause same payments and benefits as provided in Section 4.7 subject to the following adjustments: (i), a Change in Control will not be deemed to have occurred if the power to control (directly or indirectly1) the management severance amount shall be increased to twelve months of Base Salary, payable in installments as provided in Section 4.7 and policies of the Company is not transferred from a Person to another Person; and, for purposes of clause (ii), a Change in Control will not be deemed to occur if the assets of the Company are transferred: (A) to a stockholder in exchange for his stock, (B) to an entity in which the Company has (directly or indirectly) more than 50% ownership, or (C) to a Person that has (directly or directly) more than 50% ownership of the Company with respect to its stock outstanding, or to any entity in which such Person possesses (directly or indirectly) more than 50% ownership. As used in this Agreement, “Good Reason” means (i) the Executive is assigned without his consent to a position with responsibilities and duties of a materially lesser status than his responsibilities and duties hereunder; (ii2) the Company relocates its principal executive offices to a location more than 50 miles from its location as shall pay Executive the amount of monthly COBRA premium for Executive and his dependents, grossed-up for federal income taxes, on the date first day of this Agreement or the Company requires that the Executive be based anywhere other than the Company’s principal executive offices, in either case without the Executive’s consent, (iii) there is a material reduction in the aggregate benefits provided each calendar month for under this Agreement, or (iv) the Company breaches any material provision twelve months after termination of this Agreementemployment.