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

Termination Due to Change in Control. If EMPLOYEE is terminated by the Company, for any reason as part or because of a change in control of the Company, or of Intercell, Inc., the Company's parent.,, then Employee shall be entitled to a one time lump sum payment of cash for the termination of this Agreement as follows: TERMINATION OCCURRING IN AMOUNT Years One (1) through Three (3) $216,000.00 The cash payment set forth herein, shall be made within Five (5) days of the date of delivery to Employee of written termination of this Agreement by the Company. Upon receipt of the payment as set forth herein, the Employee and the Company shall in writing cancel this Agreement and the parties shall be released of all further obligations under this Agreement, provided however, that any options which have been granted to Employee and which are otherwise vested shall remain unimpaired and in full force and effect. A change in control of the Company shall be deemed to have occurred when, as a result of any type of corporate reorganization, execution of proxies or voting trusts or other arrangements, a person or group or persons acquire sufficient equity or voting control of the Company to elect more than a majority of the Board of Directors.

Termination Due to Change in Control. If EMPLOYEE Employee is terminated by the ------------------------------------- Company, for any reason as part or because of a change in control of the Company, or of Intercell, Inc., the Company's parent.,, then Employee shall be entitled to a one time lump sum payment of cash for the termination of this Agreement as follows: TERMINATION OCCURRING IN AMOUNT Termination Occurring In Amount Years One (1) through Three (3) $216,000.00 $ 255,000.00 Years Four (4) through Five (5) $ 170,000.00 The cash payment set forth herein, shall be made within Five (5) days of the date of delivery to Employee of written termination of this Agreement by the Company. Upon receipt of the payment as set forth herein, the Employee and the Company shall in writing cancel this Agreement and the parties shall be released of all further obligations under this Agreement, provided however, that any options which have been granted to Employee and which are otherwise vested shall remain unimpaired and in full force and effect. A change in control of the Company shall be deemed to have occurred when, as a result of any type of corporate reorganization, execution of proxies or voting trusts or other arrangements, a person or group or of persons acquire sufficient equity or voting control of the Company to elect more than a majority of the Board of Directors.

Termination Due to Change in Control. If EMPLOYEE Employee is terminated by the ------------------------------------ -------- Company, for any reason as part or because of a change in control of the Company, or of Intercell, Inc., the Company's parent.,, then Employee shall be entitled to a one time lump sum payment of cash for the termination of this Agreement as follows: TERMINATION OCCURRING IN AMOUNT Termination Occurring In Amount ------------------------ ------ Years One (1) through Three (3) $216,000.00 The cash payment set forth herein, shall be made within Five (5) days of the date of delivery to Employee of written termination of this Agreement by the Company. Upon receipt of the payment as set forth herein, the Employee and the Company shall in writing cancel this Agreement and the parties shall be released of all further obligations under this Agreement, provided however, that any options which have been granted to Employee and which are otherwise vested shall remain unimpaired and in full force and effect. A change in control of the Company shall be deemed to have occurred when, as a result of any type of corporate reorganization, execution of proxies or voting trusts or other arrangements, a person or group or persons acquire sufficient equity or voting control of the Company to elect more than a majority of the Board of Directors.

Termination Due to Change in Control. If EMPLOYEE Employee is terminated by the ------------------------------------- Company, for any reason as part or because of a change in control of the Company, or of Intercell, Inc., the Company's parent.,, then Employee shall be entitled to a one time lump sum payment of cash for the termination of this Agreement as follows: TERMINATION OCCURRING IN AMOUNT Termination Occurring In Amount Years One (1) through Two (2) $ 270,000.00 Years Three (3) $216,000.00 $ 180,000.00 The cash payment set forth herein, shall be made within Five (5) days of the date of delivery to Employee of written termination of this Agreement by the Company. Upon receipt of the payment as set forth herein, the Employee and the Company shall in writing cancel this Agreement and the parties shall be released of all further obligations under this Agreement, provided however, that any options which have been granted to Employee and which are otherwise vested shall remain unimpaired and in full force and effect. A change in control of the Company shall be deemed to have occurred when, as a result of any type of corporate reorganization, execution of proxies or voting trusts or other arrangements, a person or group or of persons acquire sufficient equity or voting control of the Company to elect more than a majority of the Board of Directors.

Termination Due to Change in Control. If EMPLOYEE Employee is terminated by the ------------------------------------- Company, for any reason as part or because of a change in control of the Company, or of Intercell, Inc., the Company's parent.,, then Employee shall be entitled to a one time lump sum payment of cash for the termination of this Agreement as follows: TERMINATION OCCURRING IN AMOUNT Termination Occurring In Amount Years One (1) through Three (3) $216,000.00 400,000.00 Years Four (4) through Five (5) $430,000.00 The cash payment set forth herein, shall be made within Five (5) days of the date of delivery to Employee of written termination of this Agreement by the Company. Upon receipt of the payment as set forth herein, the Employee and the Company shall in writing cancel this Agreement and the parties shall be released of all further obligations under this Agreement, provided however, that any options which have been granted to Employee and which are otherwise vested shall remain unimpaired and in full force and effect. A change in control of the Company shall be deemed to have occurred when, as a result of any type of corporate reorganization, execution of proxies or voting trusts or other arrangements, a arrangements such person or group or of persons acquire sufficient equity or voting control of the Company to elect more than a majority of the Board of Directors.

Termination Due to Change in Control. If EMPLOYEE Consultant is terminated by the ------------------------------------- Company, for any reason as part or because of a change in control of the Company, or of Intercell, Inc., the Company's parent.,, then Employee Consultant shall be entitled to a one time lump sum payment of cash for the termination of this Agreement as follows: TERMINATION OCCURRING IN AMOUNT Termination Occurring In Amount Years One (1) through Three (3) $216,000.00 400,000.00 Years Four (4) through Five (5) $430,000.00 The cash payment set forth herein, shall be made within Five (5) days of the date of delivery to Employee of written termination of this Agreement by the Company. Upon receipt of the payment as set forth herein, the Employee Consultant and the Company shall in writing cancel this Agreement and the parties shall be released of all further obligations under this Agreement, provided however, that any options which have been granted to Employee Consultant and which are otherwise vested shall remain unimpaired and in full force and effect. A change in control of the Company shall be deemed to have occurred when, as a result of any type of corporate reorganization, execution of proxies or voting trusts or other arrangements, a such person or group or of persons acquire sufficient equity or voting control of the Company to elect more than a majority of the Board of Directors.

Termination Due to Change in Control. If EMPLOYEE Employee is terminated by the ------------------------------------- Company, for any reason as part or because of a change in control of the Company, or of Intercell, Inc., the Company's parent.,, then Employee shall be entitled to a one time lump sum payment of cash for the termination of this Agreement as follows: TERMINATION OCCURRING IN AMOUNT Termination Occurring In Amount Years One (1) through Three (3) $216,000.00 300,000.00 Years Four (4) through Five (5) $200,000.00 The cash payment set forth herein, shall be made within Five (5) days of the date of delivery to Employee of written termination of this Agreement by the Company. Upon receipt of the payment as set forth herein, the Employee and the Company shall in writing cancel this Agreement and the parties shall be released of all further obligations under this Agreement, provided however, that any options which have been granted to Employee and which are otherwise vested shall remain unimpaired and in full force and effect. A change in control of the Company shall be deemed to have occurred when, as a result of any type of corporate reorganization, execution of proxies or voting trusts or other arrangements, a person or group or of persons acquire sufficient equity or voting control of the Company to elect more than a majority of the Board of Directors.

Termination Due to Change in Control. If EMPLOYEE Employee is terminated by the ------------------------------------ Company, for any reason as part of or because of a change in control of the Company, or of Intercell, Inc., the Company's parent.,, then Employee shall be entitled to a one time lump sum payment of cash for the termination of this Agreement as follows: TERMINATION OCCURRING IN AMOUNT Termination Occurring In Amount Years One (1) through Three (3) $216,000.00 400,000.00 Years Four (4) through Five (5) $430,000.00 The cash payment set forth herein, shall be made within Five (5) days of the date of delivery to Employee of written termination of this Agreement by the Company. Upon receipt of the payment as set forth herein, the Employee and the Company shall in writing cancel this Agreement and the parties shall be released of all further obligations under this Agreement, provided however, that any options which have been granted to Employee and which are otherwise vested shall remain unimpaired and in full force and effect. A change in control of the Company shall be deemed to have occurred when, as a result of any type of corporate reorganization, execution of proxies or voting trusts trust or other arrangements, a such person or group or of persons acquire sufficient equity or voting control of the Company to elect more than a majority of the Board of Directors.