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

Termination Due to Change of Control. If at any time during the Term a third party acquires a controlling interest in the Company ("Change of Control"), Executive may at her discretion, elect to sever her relationship with the Company. In this instance, the provisions of Paragraph 7.5 above shall apply. A "Controlling Interest" shall be defined as a transfer of ownership of 40 percent or more of the outstanding shares of Company. In the event of a Change of Control of Company occurring while Executive is employed by Company, Executive's Stock Options and Prior Stock Options described in Paragraph 3.5 above, shall have their vesting accelerated in full so as to become one hundred percent vested as of the date of the Change of Control.

Termination Due to Change of Control. If at any time during the Term a third party acquires a controlling interest Controlling Interest in the Company ("Change of Control")Company, Executive may at her his discretion, elect to sever her his relationship with the Company. In this instance, the provisions of Paragraph paragraph 7.5 above shall apply. A "Controlling Interest" Interest shall be defined as a transfer of ownership of 40 percent or more of the outstanding shares of Company. In the event of a Change of Control of Company occurring while Executive is employed by Company, Executive's Stock Options and Prior Stock Options described in stock options granted under Paragraph 3.5 3.3 above, shall have their vesting accelerated in full so as to become one hundred percent vested as of the date of the Change of Control.

Termination Due to Change of Control. If at any time during the Term Term, a third party acquires a controlling interest in the Company ("Change of Control")Company, Executive may at her discretion, his discretion elect to sever her his relationship with the Company. In this instance, the provisions of Paragraph 7.5 paragraph 8.5 above shall apply. A "Controlling Interest" or "Change of Control" shall be defined as a transfer of ownership of 40 forty percent (40%) or more of the outstanding shares of the Company. In the event of a Change of Control of the Company occurring while Executive is employed by the Company, Executive's Stock Options and Prior Stock Options described in Paragraph 3.5 above, stock options granted pursuant to paragraph 4.4 above shall have their vesting accelerated in full so as to become one hundred percent (100%) vested as of the date of the Change of Control.

Termination Due to Change of Control. If at any time during the Term Term, a third party acquires a controlling interest in the Company ("Change of Control")Company, Executive may at her his discretion, elect to sever her his relationship with the Company. In this instance, the provisions of Paragraph 7.5 paragraph 8.5 above shall apply. A "Controlling Interest" or "Change of Control" shall be defined as a transfer of ownership of 40 forty percent (40%) or more of the outstanding shares of the Company. In the event of a Change of Control of the Company occurring while Executive is employed by the Company, Executive's Stock Options and Prior Stock Options described in Paragraph 3.5 above, stock options granted pursuant to paragraph 4.4 above shall have their vesting accelerated in full so as to become one hundred percent (100%) vested as of the date of the Change of Control.

Termination Due to Change of Control. If at any time during the Term Term, a third party acquires a controlling interest in the Company ("Change of Control")Company, Executive may at her discretion, his discretion elect to sever her his relationship with the Company. In this instance, the provisions of Paragraph 7.5 paragraph 8.5 above shall apply. A "“Controlling Interest" ” or “Change of Control” shall be defined as a transfer of ownership of 40 forty percent (40%) or more of the outstanding shares of the Company. In the event of a Change of Control of the Company occurring while Executive is employed by the Company, Executive's Stock Options and Prior Stock Options described in Paragraph 3.5 above, ’s stock options granted pursuant to paragraph 4.4 above shall have their vesting accelerated in full so as to become one hundred percent (100%) vested as of the date of the Change of Control.

Termination Due to Change of Control. If at any time during the Term Term, a third party acquires a controlling interest in the Company ("Change of Control")Company, Executive may at her his discretion, elect to sever her his relationship with the Company. In this instance, the provisions of Paragraph 7.5 paragraph 8.5 above shall apply. A "“Controlling Interest" ” or “Change of Control” shall be defined as a transfer of ownership of 40 forty percent (40%) or more of the outstanding shares of the Company. In the event of a Change of Control of the Company occurring while Executive is employed by the Company, Executive's Stock Options and Prior Stock Options described in Paragraph 3.5 above, ’s stock options granted pursuant to paragraph 4.4 above shall have their vesting accelerated in full so as to become one hundred percent (100%) vested as of the date of the Change of Control.