Common use of Termination Following a Change of Control Clause in Contracts

Termination Following a Change of Control. 1. In the event that a "Change in Control," as hereinafter defined, shall occur at any time during the Term or Renewal Term hereof, the Executive shall have the right to terminate the Executive's employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event. 2. For purposes of this Agreement, a "Change in Control" of the Company shall mean a change in control: a) the occurrence of any of the following: i) any person, group or organization, other than the Executive, is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's outstanding securities then having the right to vote at elections of directors; or ii) the individuals who at the Effective Date of this Agreement constitute the Board of Directors cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by the Executive; or iii) the business or over fifty percent (50%) of the business revenues of the Company for which the Executive's services are principally performed is/ are sold or otherwise disposed of by the Company (including the stock of a subsidiary of the Company). Anything herein to the contrary notwithstanding, this Section 6G2 will not apply where the Executive gives the Executive's explicit written waiver stating that for purposes of this Section 6G2 a Change in Control shall not be deemed to have occurred. The Executive's participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence.

Termination Following a Change of Control. (1. ) In the event that a "Change in Control," as hereinafter defined, of the Company shall occur at any time during the Term or Renewal Term hereof, the Executive shall have the right to terminate the Executive's employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event, and such termination of the Executive's employment with the Company pursuant to this Section 6(g)(1), and, in any such event, such termination shall be deemed to be a Termination by the Company other than for Cause and the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 6(h) of this Agreement. (2. ) For purposes of this Agreement, a "Change in Control" of the Company shall mean a change in control: a) the occurrence of any of the following: i) any person, group or organization, other than the Executive, is or becomes the beneficial owner, directly or indirectly, of securities ownership of the Company representing fifty percent (50%) or more of the combined voting power of the Company's outstanding securities then having the right to vote at elections of directors; or ii) the individuals who at the Effective Date of this Agreement constitute the Board of Directors cease for any reason to constitute as defined in Treasury Regs. §1.409A-3(i)(5)(v)), a majority thereof unless the election, or nomination for election, of each new director was approved by the Executive; or iii) the business or over fifty percent (50%) of the business revenues change in effective control of the Company for which (as defined in Treasury Regs. §1.409A-3(i)(5)(vi)) or a change in the Executive's services are principally performed is/ are sold or otherwise disposed ownership of by a substantial portion of the assets of the Company (including as defined in Treasury Regs. §1.409A-3(i)(5)(vii)). However, the stock of a subsidiary of change in ownership percentage threshhold used for this purpose shall be no less than 50%, unless otherwise agreed between the Company)parties. Anything herein to the contrary notwithstanding, this Section 6G2 6(g)(2) will not apply where the Executive gives the Executive's explicit written waiver stating that for the purposes of this Section 6G2 6(g)(2) a Change in Control shall not be deemed to have occurred. The Executive's participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence. (3) In the event that, within twelve (12) months of any Change in Control of the Company, the Company terminates the employment of the Executive under this Agreement, other than for Cause as defined in Section 6(d), or the Executive's employment is terminated for reasons constituting a Constructive Termination as defined in Section 6(f), then, in any such event, such termination shall be deemed to be a Termination by the Company other than for Cause and the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 6(h) of this Agreement.

Termination Following a Change of Control. (1. ) In the event that a "Change in Control," as hereinafter defined, of the Company shall occur at any time during the Term or Renewal Term hereof, the Executive shall have the right to terminate the Executive's employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event, and such termination of the Executive's employment with the Company pursuant to this Section 6(g)(1), and, in any such event, such termination shall be deemed to be a Termination by the Company other than for Cause and the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 6(h) of this Agreement. (2. ) For purposes of this Agreement, a "Change in Control" of the Company shall mean a change in controlcontrol (A) as set forth in Section 280G of the Internal Revenue Code or (B) of a nature that would be required to be reported in response to Item 1 of the current report on Form 8K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Xxx"); xxxxxxxx xxxx, xxxxxut limitation, such a change in control shall be deemed to have occurred at such time as: a) the occurrence of any of the following: i(A) any person, "person or group or organizationof persons", other than the Executive, (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty thirty percent (5030%) or more of the combined voting power of the Company's outstanding securities then having the right to vote at elections of directors; or, ii(B) there is a failure to elect three or more (or such number of directors as would constitute a majority of the Board of Directors) candidates nominated by management of the Company to the Board of Directors; or (C) the individuals who at the Effective Date commencement date of this the Agreement constitute the Board of Directors cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by a vote of at least two thirds of the Executivedirectors then in office who were directors at the commencement of the Agreement; or iii(D) the business or over fifty percent (50%) of the business revenues of the Company for which the Executive's services are principally performed is/ are sold or otherwise is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including the stock of a subsidiary of the Company)) or otherwise. Anything herein to the contrary notwithstanding, this Section 6G2 6(g)(2) will not apply where the Executive gives the Executive's explicit written waiver stating that for the purposes of this Section 6G2 6(g)(2) a Change in Control shall not be deemed to have occurred. The Executive's participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence. (3) In the event that, within twelve (12) months of any Change in Control of the Company or any "Attempted Change in Control," as hereinafter defined of the Company, the Company terminates the employment of the Executive under this Agreement, other than for Cause as defined in Section 6(d), or the Executive's employment is constructively terminated as defined in Section 6(f), then, in any such event, such termination shall be deemed to be a Termination by the Company other than for Cause and the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 6(h) of this Agreement.

Termination Following a Change of Control. (1. ) In the event that a "Change in Control," as hereinafter defined, of the Company shall occur at any time during the Term or Renewal Term hereof, the Executive shall have the right to terminate the Executive's employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event, and such termination of the Executive's employment with the Company pursuant to this Section 6(g)(1), and, in any such event, such termination shall be deemed to be a Termination by the Company other than for Cause and the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 6(h) of this Agreement. (2. ) For purposes of this Agreement, a "Change in Control" of the Company shall mean a change in controlcontrol (A) as set forth in Section 280G of the Internal Revenue Code or (B) of a nature that would be required to be reported in response to Item 1 of the current report on Form 8K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); provided that, without limitatiox, xxxx x xxxxxx xx xxxxxxx shall be deemed to have occurred at such time as: a) the occurrence of any of the following: i(A) any "person, group or organization", other than the Executive, (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's outstanding securities then having the right to vote at elections of directors; or, ii(B) there is a failure to elect three or more (or such number of directors as would constitute a majority of the Board of Directors) candidates nominated by management of the Company to the Board of Directors; or (C) the individuals who at the Effective Date commencement date of this the Agreement constitute the Board of Directors cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by a vote of at least two thirds of the Executivedirectors then in office who were directors at the commencement of the Agreement; or iii(D) the business or over fifty percent (50%) of the business revenues of the Company for which the Executive's services are principally performed is/ are sold or otherwise is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including the stock of a subsidiary of the Company)) or otherwise. Anything herein to the contrary notwithstanding, this Section 6G2 6(g)(2) will not apply where the Executive gives the Executive's explicit written waiver stating that for the purposes of this Section 6G2 6(g)(2) a Change in Control shall not be deemed to have occurred. The Executive's participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence. (3) In the event that, within twelve (12) months of any Change in Control of the Company or any "Attempted Change in Control," as hereinafter defined of the Company, the Company terminates the employment of the Executive under this Agreement, other than for Cause as defined in Section 6(d), then, in any such event, such termination shall be deemed to be a Termination by the Company other than for Cause and the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 6(h) of this Agreement.

Termination Following a Change of Control. (1. ) In the event that a "Change in Control," or an "Attempted Change in Control" as hereinafter defined, of the Company shall occur at any time during the Term or Renewal Term hereof, the Executive shall have the right to terminate the Executive's employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event, and such termination of the Executive's employment with the Company pursuant to this Section 6(g)(1), and, in any such event, such termination shall be deemed to be a Termination by the Company Other than for Cause and the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 6(h) of this Agreement. (2. ) For purposes of this Agreement, a "Change in Control" of the Company shall mean a change in controlcontrol (A) as set forth in Section 280G of the Internal Revenue Code or (B) of a nature that would be required to be reported in response to Item 1 of the current report on Form 8-K, as in effect on the date hereof pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); provided that, without limitation, such a change in control shall be deemed to have occurred at such time as: a) the occurrence of any of the following: i(A) any "person, group or organization", other than the Executive, (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule l3d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's outstanding securities then having the right to vote at elections of directors; or, ii(B) the individuals who at the Effective Date commencement date of this the Agreement constitute the Board of Directors cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new now director was approved by a vote of at least two thirds of the Executivedirectors then in office who were directors at the commencement of the Agreement; or iii(C) there is a failure to elect three or more (or such number of directors as would constitute a majority of the Board of Directors) candidates nominated by management of the Company to the Board of Directors; or (D) the business or over fifty percent (50%) of the business revenues of the Company for which the Executive's services are principally performed is/ are sold or otherwise is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including the stock of a subsidiary of the Company)) or otherwise. Anything herein to the contrary notwithstanding, notwithstanding this Section 6G2 6(g)(2) will not apply where the Executive gives the Executive's explicit written waiver stating that for the purposes of this Section 6G2 6(g)(2) a Change in Control shall not be deemed to have occurred. The Executive's participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence.

Termination Following a Change of Control. 1. i. In the event that a "“Change in Control," ” or an “Attempted Change in Control” as hereinafter defined, of the Company shall occur at any time during the Term or Renewal Term hereof, the Executive shall have the right to terminate the Executive's ’s employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event, and such termination of the Executive’s employment with the Company pursuant to this Section 6(g)(i), and, in any such event, such termination shall be deemed to be a Termination by the Company Other than for Cause and the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 6(h) of this Agreement. 2ii. For purposes of this Agreement, a "“Change in Control" ” of the Company shall mean a change in controlbe deemed to have occurred at such time as: a) the occurrence of A. any of the following: i) any “person, group or organization”, other than the Executive, (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's ’s outstanding securities then having the right to vote at elections of directors; or, ii) B. the individuals who at the Effective Date commencement date of this the Agreement constitute the Board of Directors cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by a vote of at least two-thirds of the Executivedirectors then in office who were directors at the commencement of the Agreement; or iiiC. there is a failure to elect two or more (or such number of directors as would constitute a majority of the Board) candidates nominated by management of the Company to the Board of Directors; or D. the business or over fifty percent (50%) of the business revenues of the Company for which the Executive's ’s services are principally performed is/ are sold or otherwise is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including the stock of a subsidiary of the Company)) or otherwise. Anything herein to the contrary notwithstanding, this Section 6G2 6(g)(ii) will not apply where the Executive gives the Executive's ’s explicit written waiver stating that for the purposes of this Section 6G2 6(g)(ii) a Change in Control shall not be deemed to have occurred. The Executive's ’s participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence.

Termination Following a Change of Control. (1. ) In the event that a "Change in Control," or an "Attempted Change in Control as hereinafter defined, of the Company shall occur at any time during the Term or Renewal Term hereof, the Executive shall have the right to terminate the Executive's employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event, and such termination of the Executive's employment with the Company pursuant to this Section 6(g)(l), and, in any such event, such termination shall be deemed to be a Termination by the Company Other than for Cause and the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 6(h) of this Agreement. (2. ) For purposes of this Agreement, a "Change in Control" of the Company shall mean a change in controlcontrol (A) as set forth in Section 280G of the Internal Revenue Code or (B) of a nature that would be required to be reported in response to Item 1 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); provided that without limitation, such a change in control shall be deemed to have occurred at such time as: a) the occurrence of any of the following: i(A) any "person, group or organization", other than the Executive, (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's outstanding securities then having the right to vote at elections of directors; or, ii(B) the individuals who at the Effective Date commencement date of this the Agreement constitute the Board of Directors cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by a vote of at least two thirds of the Executivedirectors then in office who were directors at the commencement of the Agreement; or iii(C) there is a failure to elect three or more (or such number of directors as would constitute a majority of the Board of Directors) candidates nominated by management of the Company to the Board of Directors; or (D) the business or over fifty percent (50%) of the business revenues of the Company for which the Executive's services are principally performed is/ are sold or otherwise is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including the stock of a subsidiary of the Company)) or otherwise. Anything herein to the contrary notwithstanding, this Section 6G2 6(g)(2) will not apply where the Executive gives the Executive's explicit written waiver stating that for purposes the purpose of this Section 6G2 6(g)(2) a Change in Control shall not be deemed to have occurred. The Executive's participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence.

Termination Following a Change of Control. (1. ) In the event that a "“Change in Control," as hereinafter defined, ” of the Company shall occur at any time during the Term or Renewal Term hereof, the Executive shall have the right to terminate the Executive's ’s employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event, and such termination of the Executive’s employment with the Company pursuant to this Section 6(g)(1), and, in any such event, Executive shall be entitled to (A) vesting of all options; and (B) payment of remaining salary and benefits for the greater of the Term of contract at salary of at least $125,000 per year or three months. (2. ) For purposes of this Agreement, a "“Change in Control" ” of the Company shall mean a change in controlcontrol (A) as set forth in Section 280G of the Internal Revenue Code or (B) of a nature that would be required to be reported in response to Item 1 of the current report on Form 8K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); provided that, without limitation, such a change in control shall be deemed to have occurred at such time as: a) the occurrence of any of the following: i(A) any “person, group or organization”, other than the Executive, (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's ’s outstanding securities then having the right to vote at elections of directors; or, ii(B) There is a failure to elect three or more (or such number of directors as would constitute a majority of the Board of Directors) candidates nominated by management of the Company to the Board of Directors; or (C) the individuals who at the Effective Date commencement date of this the Agreement constitute the Board of Directors cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by a vote of at least two thirds of the Executivedirectors then in office who were directors at the commencement of the Agreement; or iii(D) the business or over fifty percent (50%) of the business revenues of the Company for which the Executive's ’s services are principally performed is/ are sold or otherwise is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including the stock of a subsidiary of the Company)) or otherwise. Anything herein to the contrary notwithstanding, this Section 6G2 6(g)(2) will not apply where the Executive gives the Executive's ’s explicit written waiver stating that for the purposes of this Section 6G2 6(g)(2) a Change in Control shall not be deemed to have occurred. The Executive's ’s participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence.

Termination Following a Change of Control. 1. i. In the event that a "“Change in Control," ” or an “Attempted Change in Control” as hereinafter defined, of the Company shall occur at any time during the Term or Renewal Term hereof, the Executive shall have the right to terminate the Executive's ’s employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event, and such termination of the Executive’s employment with the Company pursuant to this Section 6(g)(i), and, in any such event, such termination shall be deemed to be a Termination by the Company Other than for Cause and the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 6(h) of this Agreement. 2ii. For purposes of this Agreement, a "“Change in Control" ” of the Company shall mean a change in controlbe deemed to have occurred at such time as: a) the occurrence of A. any of the following: i) any “person, group or organization”, other than the Executive, (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's ’s outstanding securities then having the right to vote at elections of directors; or, ii) B. the individuals who at the Effective Date commencement date of this the Agreement constitute the Board of Directors cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by a vote of at least two thirds of the Executivedirectors then in office who were directors at the commencement of the Agreement; or iiiC. there is a failure to elect two or more (or such number of directors as would constitute a majority of the Board of Directors) candidates nominated by management of the Company to the Board of Directors; or D. the business or over fifty percent (50%) of the business revenues of the Company for which the Executive's ’s services are principally performed is/ are sold or otherwise is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including the stock of a subsidiary of the Company)) or otherwise. Anything herein to the contrary notwithstanding, this Section 6G2 6(g)(ii) will not apply where the Executive gives the Executive's ’s explicit written waiver stating that for the purposes of this Section 6G2 6(g)(ii) a Change in Control shall not be deemed to have occurred. The Executive's ’s participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence.

Termination Following a Change of Control. (1. ) In the event that a "Change in Control," as hereinafter defined, of the Company shall occur at any time during the Term or Renewal Term hereofany renewal thereof, the Executive Employee shall have the right to terminate the Executive's his employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event, and such termination of the Employee's employment with the Company pursuant to this Section 6(c)(1), then, in any such event, such termination shall be deemed to be a termination by the Company Without Cause. (2. ) For purposes of this Agreement, a "Change in Control" of the Company shall mean a change in controlcontrol (i) as set forth in Section 280G of the Internal Revenue Code or (ii) of a nature that would be required to be reported in response to Item 1 of the current report on Form 8K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); provided that, without limitation, such a change in control shall be deemed to have occurred at such time as: (a) the occurrence of any of the following: i) any "person, group or organization, ," other than the Executive, Employee (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's outstanding securities then having the right to vote at elections of directors; or, ii(b) the individuals who who, at the Effective Date commencement date of this the Agreement constitute the Board of Directors Directors, cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by a vote of at least two thirds of the Executivedirectors then in office who were directors at the commencement of the Agreement; or iii(c) there is a failure to elect a number of directors as would constitute a majority of the Board of Directors' candidates nominated by management of the Company to the Board of Directors; or (d) the business or over fifty percent (50%) of the business revenues of the Company for which the ExecutiveEmployee's services are principally performed is/ are sold or otherwise is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including the stock of a subsidiary of the Company)) or otherwise. Anything herein to the contrary notwithstanding, this Section 6G2 6(c)(2) will not apply where the Executive Employee gives the ExecutiveEmployee's explicit written waiver stating that for the purposes of this Section 6G2 6(c)(2), a Change in Control shall not be deemed to have occurred. The ExecutiveEmployee's participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit express written waiver as provided in the preceding sentence. (3) Anything in this Section 6(c) to the contrary notwithstanding, in no event will any action or non-action by the Employee at any time prior to the first anniversary date of the applicable Change in Control be deemed consent to any of the events described in this Section 6(c).

Termination Following a Change of Control. (1. ) In the event that a "Change in Control," or an "Attempted Change in Control" as hereinafter defined, of the Company shall occur at any time during the Term or Renewal Term hereof, the Executive shall have the right to terminate the Executive's employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event, and such termination of the Executive's employment with the Company pursuant to this Section 6(g)(1), and, in any such event, such termination shall be deemed to be a Termination by the Company Other than for Cause and the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 6(h) of this Agreement. (2. ) For purposes of this Agreement, a "Change in Control" of the Company shall mean a change in controlcontrol (A) as set forth in Section 280G of the Internal Revenue Code or (B) of a nature that would be required to be reported in response to Item 1 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); provided that, without limitxxxxx, xxxx x xxxxxx xx xxntrol shall be deemed to have occurred at such time as: a) the occurrence of any of the following: i(A) any "person, group or organization", other than the Executive, (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's outstanding securities then having the right to vote at elections of directors; or, ii(B) the individuals who at the Effective Date commencement date of this the Agreement constitute the Board of Directors cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by a vote of at least two thirds of the Executivedirectors then in office who were directors at the commencement of the Agreement; or iii(C) there is a failure to elect three or more (or such number of directors as would constitute a majority of the Board of Directors) candidates nominated by management of the Company to the Board of Directors; or (D) the business or over fifty percent (50%) of the business revenues of the Company for which the Executive's services are principally performed is/ are sold or otherwise is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including the stock of a subsidiary of the Company)) or otherwise. Anything herein to the contrary notwithstanding, this Section 6G2 6(g)(2) will not apply where the Executive gives the Executive's explicit written waiver stating that for the purposes of this Section 6G2 6(g)(2) a Change in Control shall not be deemed to have occurred. The Executive's participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence.

Termination Following a Change of Control. (1. ) In the event that a "Change in Control," Control (as hereinafter defined), of the Company shall occur at any time during the Term or Renewal Term hereof, the Executive shall have the right to terminate the Executive's employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event, and such termination of the Executive's employment with the Company pursuant to this Section 6g(1), then, in any such event, such termination shall be deemed to be a Termination by the Company Other than for Cause and the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 6d of this Agreement. (2. ) For purposes of this Agreement, a "Change in Control" of the Company shall mean a change in controlcontrol (A) as set forth in Section 280G of the Internal Revenue Code or (B) of a nature that would be required to be reported in response to Item 1 of the current report on Form 8K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); provided that, without limitation, such a change in control shall be deemed to have occurred at such time as: a) the occurrence of any of the following: i(A) any "person, group or organization", other than the Executive, (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's outstanding securities then having the right to vote at elections of directors; or, ii(B) the individuals who at the Effective Date commencement date of this the Agreement constitute the Board of Directors cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by a vote of at least two thirds of the Executivedirectors then in office who were directors at the commencement of the Agreement; or iii(C) there is a failure to elect three or more (or such number of directors as would constitute a majority of the Board of Directors) candidates nominated by management of the Company to the Board of Directors; or (D) the business or over fifty percent (50%) of the business revenues of the Company for which the Executive's services are principally performed is/ are sold or otherwise is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including the stock of a subsidiary of the Company)) or otherwise. Anything herein to the contrary notwithstanding, this Section 6G2 6g(2) will not apply where the Executive gives the Executive's explicit written waiver stating that for the purposes of this Section 6G2 6g(2), a Change in Control shall not be deemed to have occurred. The Executive's participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence.

Termination Following a Change of Control. 1. i. In the event that a "“Change in Control," ” or an “Attempted Change in Control” as hereinafter defined, of the Company shall occur at any time during the Term or Renewal Term hereof, the Executive shall have the right to terminate the Executive's ’s employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event, and such termination of the Executive’s employment with the Company pursuant to this Section 6(g)(i), and, in any such event, such termination shall be deemed to be a Termination by the Company Other than for Cause and the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 6(h) of this Agreement. 2ii. For purposes of this Agreement, a "“Change in Control" ” of the Company shall mean a change in controlbe deemed to have occurred at such time as: a) the occurrence of A. any of the following: i) any “person, group or organization”, other than the Executive, (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's ’s outstanding securities then having the right to vote at elections of directors; or, ii) B. the individuals who at the Effective Date commencement date of this the Agreement constitute the Board of Directors cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by a vote of at least two-thirds of the Executivedirectors then in office who were directors at the commencement of the Agreement; or iiiC. there is a failure to elect two or more (or such number of directors as would constitute a majority of the Board) candidates nominated by management of the Company to the Board; or D. the business or over fifty percent (50%) of the business revenues of the Company for which the Executive's ’s services are principally performed is/ are sold or otherwise is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including the stock of a subsidiary of the Company)) or otherwise. Anything herein to the contrary notwithstanding, this Section 6G2 6(g)(ii) will not apply where the Executive gives the Executive's ’s explicit written waiver stating that for the purposes of this Section 6G2 6(g)(ii) a Change in Control shall not be deemed to have occurred. The Executive's ’s participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence.

Termination Following a Change of Control. 1. (i) In the event that a "Change in Control," Control (as hereinafter defined, defined below) or an Attempted Change in Control (as defined below) of the Company shall occur at any time during the Term or Renewal Term hereofTerm, the Executive shall have the right to terminate the Executive's employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event, and such termination of the Executive's employment with the Company pursuant to this Section 6(g)(i), and, in any such event, such termination shall be deemed to be a termination by the Company Other than for Cause and the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 6(h) of this Agreement. 2. (ii) For purposes of this Agreement, a "Change in Control" of the Company shall mean a change in controlbe deemed to have occurred at such time as: a) the occurrence of any of the following: i(A) any "person, group or organization", other than the Executive, (as such term is used in section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of (1) the combined voting power of the Company's outstanding securities then having the right to vote at elections of directorsdirectors or (2) the combined economic rights of the Company’s then-outstanding securities, including but not limited the right to receive distributions to equity; or, ii(B) the individuals who at the Effective Date commencement date of this the Agreement constitute the Board of Directors cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by a vote of at least two thirds of the Executivedirectors then in office who were directors at the commencement of the Agreement; or iii(C) the business or over fifty percent (50%) of the business revenues of the Company for which the Executive's services are principally performed is/ are sold or otherwise is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including the stock of a subsidiary of the Company)) or otherwise. Anything herein to the contrary notwithstanding, this Section 6G2 6(g)(ii) will not apply where the Executive gives the Executive's explicit written waiver stating that for the purposes of this Section 6G2 6(g)(ii) a Change in Control shall not be deemed to have occurred. The Executive's participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence.

Termination Following a Change of Control. 1. i. In the event that a "“Change in Control," ” or an “Attempted Change in Control” as hereinafter defined, of the Company shall occur at any time during the Term or Renewal Term hereof, the Executive shall have the right to terminate the Executive's ’s employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event, and such termination of the Executive’s employment with the Company pursuant to this Section 6(g)(i), and, in any such event, such termination shall be deemed to be a Termination by the Company Other than for Cause and the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 6(h) of this Agreement. 2ii. For purposes of this Agreement, a "“Change in Control" ” of the Company shall mean a change in controlbe deemed to have occurred at such time as: a) the occurrence of 1. any of the following: i) any “person, group or organization”, other than the Executive, (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) percent or more of the combined voting power of the Company's ’s outstanding securities then having the right to vote at elections of directors; or, ii) 2. the individuals who at the Effective Date commencement date of this the Agreement constitute the Board of Directors cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director director, was approved by a vote of at least two-thirds of the Executivedirectors then in office who were directors at the commencement of the Agreement; or iii3. there is a failure to elect two or more (or such number of directors as would constitute a majority of the Board of Directors) candidates nominated by management of the Company to the Board of Directors; or 4. the business or over fifty percent (50%) of the business revenues of the Company for which the Executive's ’s services are principally performed is/ are sold or otherwise is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including the stock of a subsidiary of the Company)) or otherwise. Anything herein to the contrary notwithstanding, this Section 6G2 6(g)(ii) will not apply where the Executive gives the Executive's ’s explicit written waiver stating that for the purposes of this Section 6G2 6(g)(ii) a Change in Control shall not be deemed to have occurred. The Executive's ’s participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence.

Termination Following a Change of Control. (1. ) In the event that a "“Change in Control," as hereinafter defined, ” of the Company shall occur at any time during the Term or Renewal Term hereof, the Executive shall have the right to terminate the Executive's ’s employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event, and such termination of the Executive’s employment with the Company pursuant to this Section 6(g)(1), and, in any such event, Executive shall be entitled to (A) vesting of all options; and (B) payment of remaining salary and benefits for the greater of the Term of contract at salary of at least $85,000 per year or three months. (2. ) For purposes of this Agreement, a "“Change in Control" ” of the Company shall mean a change in controlcontrol (A) as set forth in Section 280G of the Internal Revenue Code or (B) of a nature that would be required to be reported in response to Item 1 of the current report on Form 8K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); provided that, without limitation, such a change in control shall be deemed to have occurred at such time as: a) the occurrence of any of the following: i(A) any “person, group or organization”, other than the Executive, (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's ’s outstanding securities then having the right to vote at elections of directors; or, ii(B) There is a failure to elect three or more (or such number of directors as would constitute a majority of the Board of Directors) candidates nominated by management of the Company to the Board of Directors; or (C) the individuals who at the Effective Date commencement date of this the Agreement constitute the Board of Directors cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by a vote of at least two thirds of the Executivedirectors then in office who were directors at the commencement of the Agreement; or iii(D) the business or over fifty percent (50%) of the business revenues of the Company for which the Executive's ’s services are principally performed is/ are sold or otherwise is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including the stock of a subsidiary of the Company)) or otherwise. Anything herein to the contrary notwithstanding, this Section 6G2 6(g)(2) will not apply where the Executive gives the Executive's ’s explicit written waiver stating that for the purposes of this Section 6G2 6(g)(2) a Change in Control shall not be deemed to have occurred. The Executive's ’s participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence.

Termination Following a Change of Control. (1. ) In the event that a "Change in Control," as hereinafter defined, of the Company shall occur at any time during the Term or Renewal Term hereofany renewal thereof, the Executive Employee shall have the right to terminate the Executive's his employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event, and such termination of the Employee's employment with the Company pursuant to this Section 6(c)(1), then, in any such event, such termination shall be deemed to be a termination by the Company Without Cause. (2. ) For purposes of this Agreement, a "Change in Control" of the Company shall mean a change in controlcontrol (i) as set forth in Section 280G of the Internal Revenue Code or (ii) of a nature that would be required to be reported in response to Item 1 of the current report on Form 8K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); provided xxxx, xxxxxxx xxxxxxxxxx, such a change in control shall be deemed to have occurred at such time as: (a) the occurrence of any of the following: i) any "person, group or organization, ," other than the Executive, Employee (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's outstanding securities then having the right to vote at elections of directors; or, ii(b) the individuals who who, at the Effective Date commencement date of this the Agreement constitute the Board of Directors Directors, cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by a vote of at least two thirds of the Executivedirectors then in office who were directors at the commencement of the Agreement; or iii(c) there is a failure to elect a number of directors as would constitute a majority of the Board of Directors' candidates nominated by management of the Company to the Board of Directors; or (d) the business or over fifty percent (50%) of the business revenues of the Company for which the ExecutiveEmployee's services are principally performed is/ are sold or otherwise is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including the stock of a subsidiary of the Company)) or otherwise. Anything herein to the contrary notwithstanding, this Section 6G2 6(c)(2) will not apply where the Executive Employee gives the ExecutiveEmployee's explicit written waiver stating that for the purposes of this Section 6G2 6(c)(2), a Change in Control shall not be deemed to have occurred. The ExecutiveEmployee's participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit express written waiver as provided in the preceding sentence. (3) Anything in this Section 6(c) to the contrary notwithstanding, in no event will any action or non-action by the Employee at any time prior to the first anniversary date of the applicable Change in Control be deemed consent to any of the events described in this

Termination Following a Change of Control. (1. ) In the event that a "Change in Control," as hereinafter defined, of the Company shall occur at any time during the Term or Renewal Term hereofany renewal thereof, the Executive Employee shall have the right to terminate the Executive's his employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event, and such termination of the Employee's employment with the Company pursuant to this Section 6(c)(1), then, in any such event, such termination shall be deemed to be a termination by the Company Without Cause. (2. ) For purposes of this Agreement, a "Change in Control" of the Company shall mean a change in controlcontrol (i) as set forth in Section 280G of the Internal Revenue Code or (ii) of a nature that would be required to be reported in response to Item 1 of the current report on Form 8K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); provided xxxx, xxxxxxx xxxxxxxxxx, such a change in control shall be deemed to have occurred at such time as: (a) the occurrence of any of the following: i) any "person, group or organization, ," other than the Executive, Employee (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's outstanding securities then having the right to vote at elections of directors; or, ii(b) the individuals who who, at the Effective Date commencement date of this the Agreement constitute the Board of Directors Directors, cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by a vote of at least two thirds of the Executivedirectors then in office who were directors at the commencement of the Agreement; or iii(c) there is a failure to elect a number of directors as would constitute a majority of the Board of Directors' candidates nominated by management of the Company to the Board of Directors; or (d) the business or over fifty percent (50%) of the business revenues of the Company for which the ExecutiveEmployee's services are principally performed is/ are sold or otherwise is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including the stock of a subsidiary of the Company)) or otherwise. Anything herein to the contrary notwithstanding, this Section 6G2 6(c)(2) will not apply where the Executive Employee gives the ExecutiveEmployee's explicit written waiver stating that for the purposes of this Section 6G2 6(c)(2), a Change in Control shall not be deemed to have occurred. The ExecutiveEmployee's participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit express written waiver as provided in the preceding sentence. (3) Anything in this Section 6(c) to the contrary notwithstanding, in no event will any action or non-action by the Employee at any time prior to the first anniversary date of the applicable Change in Control be deemed consent to any of the events described in this Section 6(c).

Termination Following a Change of Control. 1. i. In the event that a "Change in Control," or an "Attempted Change in Control" as hereinafter defined, of the Company shall occur at any time during the Term or Renewal Term hereof, the Executive shall have the right to terminate the Executive's employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event, and such termination of the Executive's employment with the Company pursuant to this Section 6(g)(i), and, in any such event, such termination shall be deemed to be a Termination by the Company Other than for Cause and the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 6(h) of this Agreement. 2ii. For purposes of this Agreement, a "Change in Control" of the Company shall mean a change in controlbe deemed to have occurred at such time as: a) the occurrence of A. any of the following: i) any "person, group or organization", other than the Executive, (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's outstanding securities then having the right to vote at elections of directors; or, ii) B. the individuals who at the Effective Date commencement date of this the Agreement constitute the Board of Directors cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by a vote of at least two thirds of the Executivedirectors then in office who were directors at the commencement of the Agreement; or iiiC. there is a failure to elect two or more (or such number of directors as would constitute a majority of the Board of Directors) candidates nominated by management of the Company to the Board of Directors; or D. the business or over fifty percent (50%) of the business revenues of the Company for which the Executive's services are principally performed is/ are sold or otherwise is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including the stock of a subsidiary of the Company)) or otherwise. Anything herein to the contrary notwithstanding, this Section 6G2 6(g)(ii) will not apply where the Executive gives the Executive's explicit written waiver stating that for the purposes of this Section 6G2 6(g)(ii) a Change in Control shall not be deemed to have occurred. The Executive's participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence. An "Attempted Change in Control" shall be deemed to have occurred if any substantial attempt, accompanied by significant work efforts and expenditures of money, is made to accomplish a Change in Control, as described in subparagraphs (A), (B), (C) or (D) above whether or not such attempt is made with the approval of a majority of the then current members of the Board of Directors. iii. In the event that, within twelve (12) months of any Change in Control of the Company or any Attempted Change in Control of the Company, the Company terminates the employment of the Executive under this Agreement, for any reason other than for Cause as defined in Section 6(c), or the Executive's employment is constructively terminated as defined in Section 6(f), then, in any such event, such termination shall be deemed to be a Termination by the Company Other than for Cause and the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 6(d) of this Agreement.

Termination Following a Change of Control. 1. (i) In the event that a "Change in Control," as hereinafter defined, of the Company shall occur at any time during the Term or Renewal Term hereof, the Executive shall have the right to terminate the Executive's employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event, and such termination of the Executive's employment with the Company pursuant to this Section 6.7(i), and, in any such event, such termination shall be deemed to be a Termination by the Company other than for Cause and the Executive shall be entitled to such Compensation and Benefits upon termination as set forth in Subsection 6.8 of this Agreement. 2. (ii) For purposes of this Agreement, a "Change in Control" of the Company shall mean a change in controlmean: (a) the occurrence any "person or group of any of the following: i) any person, group or organizationpersons", other than the Executive, (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty thirty percent (5030%) or more of the combined voting power of the Company's outstanding securities then having the right to vote at elections of directors; or ii(b) the individuals who at the Effective Date commencement date of this the Agreement constitute the Board of Directors cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by a vote of at least two thirds of the Executivedirectors then in office who were directors at the commencement of the Agreement; or iii(c) the business or over fifty percent (50%) of the business revenues of the Company for which the Executive's services are principally performed is/ are sold or otherwise is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including the stock of a subsidiary of the Company)) or otherwise; or (d) the disposition of (or including) the properties or business of the Company, substantially in its entirety, by merger, consolidation, sale of assets or otherwise or a [30%] change in the beneficial ownership of the Company's securities in a single transaction or series of related transactions. Anything herein to the contrary notwithstanding, this Section 6G2 6.7(ii) will not apply where the Executive gives the Executive's explicit written waiver stating that for the purposes of this Section 6G2 6.7(ii) a Change in Control shall not be deemed to have occurred. The Executive's participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence. (iii) In the event that, within twelve (12) months of any Change in Control of the Company or any "Attempted Change in Control," as hereinafter defined of the Company, the Company terminates the employment of the Executive under this Agreement, other than for Cause as defined in Section 6.4 or the Executive's employment is constructively terminated as defined in Section 6.6 then, in any such event, such termination shall be deemed to be a Termination by the Company other than for Cause and the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 6.8 of this Agreement.

Termination Following a Change of Control. 1. In the event that a "“Change in Control," ” of the Company as hereinafter defined, shall occur at any time during the Term or Renewal Term hereof, the Executive shall have the right to terminate the Executive's ’s employment under this Agreement upon a thirty (30) days written notice given issued at any time within one (1) a year after the occurrence of such event, and such termination of the Executive’s employment with the Company pursuant to this Section 6(g)(i), then, and in any such event, such termination shall be deemed to be a Termination by the Company other than for Cause, the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 6(d) of this Agreement. 2. i. For purposes of this Agreement, a "“Change in Control" ” of the Company shall mean a change in controlcontrol (A) as set forth in Section 280G of the Internal Revenue Code or (B) of a nature that would be required to be reported in response to Item 1 of the current report on Form 8K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); provided that, without limitation, such a change in control shall be deemed to have occurred at such time as: a) the occurrence of 1. any of the following: i) any “person, group or organization”, other than the Executive, (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty thirty percent (5030%) or more of the combined voting power of the Company's Company outstanding securities then having the right to vote at elections of directors; or ii) 2. the individuals who at the Effective Date effective date of this the Agreement constitute the Board of Directors cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by the Executivethereof; or iii) 3. the business or any over fifty percent (50%) 33% of the business generating revenues of the Company for which the Executive's ’s services are principally performed is/ are sold or otherwise is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including the stock of a subsidiary of the Company)) or otherwise. Anything herein to the contrary notwithstanding, this Section 6G2 6(g) will not apply where the Executive gives the Executive's ’s explicit written waiver stating that for the purposes of this Section 6G2 6(g) a Change in Control shall not be deemed to have occurred. The Executive's ’s participation in any negotiations or other matters in relation related to a Change in Control Control, as directed by the Board of Directors, shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence. Payment of compensation due and owing in accordance with this Section 6(g) will be paid no earlier than the date which is six (6) months following the date of Termination Following a Change of Control as required by Section 409A of the Internal Revenue Code. Following the date of expiration of the above six (6) month period, the Executive will receive from the Company payment of all compensation due and owing in three (3) monthly installments. ii. Special Tax Provision. In the event that any amount or benefit paid, payable, or to be paid, or distributed, distributable, or to be distributed to or with respect to Executive by the Company (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company) as a result of a Change in Control (collectively, the "Covered Payments") is or becomes subject to the deduction limitation provided for in Section 280G(a) of the Code ("Deduction Limitation) or the excise tax provided for in Section 4999 of the Code ("Excise Tax") (or any similar deduction limitation or tax that may hereafter be imposed), the Company shall reduce the Covered Payments so that the Covered Payment does not exceed the greatest amount that could be paid to the Executive such that the receipt of the Covered Payment would not give rise to any Deduction Limitation or Excise Tax. Without limiting the foregoing sentence or any other provision of this Agreement, the foregoing limitation relating to Section 280G(a) and Section 4999 of the Code may require reduction of the Covered Payments to an amount which does not exceed 2.99 times the Executive's average includible compensation over the 5 most recent taxable years ending before the date the Change in Control occurs, and further reduced by the amount of other benefits and payments payable to the Executive by the Company or its affiliates pursuant to this Agreement or otherwise.

Termination Following a Change of Control. 1. (i) In the event that a "Change in Control," as hereinafter defined, of the Company shall occur at any time during the Term or Renewal Term hereof, the Executive Consultant shall have the right to terminate the ExecutiveConsultant's employment Engagement under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event, and such termination of the Consultant's Engagement with the Company pursuant to this Section 6.7(i), and, in any such event, such termination shall be deemed to be a Termination by the Company other than for Cause and the Consultant shall be entitled to such Compensation and Benefits upon termination as set forth in Subsection 6.8 of this Agreement. 2. (ii) For purposes of this Agreement, a "Change in Control" of the Company shall mean a change in controlmean: (a) the occurrence any "person or group of any of the following: i) any person, group or organizationpersons", other than the ExecutiveConsultant, (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty thirty percent (5030%) or more of the combined voting power of the Company's outstanding securities then having the right to vote at elections of directors; or ii(b) the individuals who at the Effective Date commencement date of this the Agreement constitute the Board of Directors cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by a vote of at least two thirds of the Executivedirectors then in office who were directors at the commencement of the Agreement; or iii(c) the business or over fifty percent (50%) of the business revenues of the Company for which the ExecutiveConsultant's services are principally performed is/ are sold or otherwise is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including the stock of a subsidiary of the Company)) or otherwise; or (d) the disposition of (or including) the properties or business of the Company, substantially in its entirety, by merger, consolidation, sale of assets or otherwise or a [30%] change in the beneficial ownership of the Company's securities in a single transaction or series of related transactions. Anything herein to the contrary notwithstanding, this Section 6G2 6.7(ii) will not apply where the Executive Consultant gives the ExecutiveConsultant's explicit written waiver stating that for the purposes of this Section 6G2 6.7(ii) a Change in Control shall not be deemed to have occurred. The ExecutiveConsultant's participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence. (iii) In the event that, within twelve (12) months of any Change in Control of the Company or any "Attempted Change in Control," as hereinafter defined of the Company, the Company terminates the Engagement of the Consultant under this Agreement, other than for Cause as defined in Section 6.4 or the Consultant's Engagement is constructively terminated as defined in Section 6.6 then, in any such event, such termination shall be deemed to be a Termination by the Company other than for Cause and the Consultant shall be entitled to such Compensation and Benefits as set forth in Subsection 6.8 of this Agreement.

Termination Following a Change of Control. 1. In the event that Executive’s employment is terminated by the Company due to a "Change change of control or Executive terminates his employment within 12 months of a change of control of the Company because his duties were materially changed and/or he is required to relocate his residence out of the greater Cleveland area and in Control," as hereinafter definedaddition to any amounts that Executive is entitled to receive under this Agreement, shall occur at any time during the Term or Renewal Term hereof, the Executive shall have be entitled to receive the right to terminate the Executive's employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event. 2compensation benefits as set forth in Exhibit “A”. For purposes of this Agreement, a "“Change in of Control" of the Company shall mean a change in control: a) ” will be deemed to have taken place upon the occurrence of any of the following: (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)) (each, group or organization, other than the Executive, a “Person”) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have beneficial ownership of all shares that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of securities of the Company representing fifty percent (50%) 51% or more of the combined voting power of the Company's total outstanding securities then having of the right to vote at elections of directors; orCompany; (ii) the during any period of two consecutive years, individuals who at the Effective Date beginning of this Agreement constitute such period constituted the Board of Directors of the Company (together with any new directors whose election to such Board of Directors, or whose nomination for election by the shareholders of the Company, was approved by a vote of 66 2/3% of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority thereof unless of such Board of Directors of the election, Company then in office; (iii) the consummation of a plan for the liquidation or nomination for election, dissolution of each new director was approved by the ExecutiveCompany; or iii(iv) the business consummation of the sale or over fifty percent other disposition (50%including by merger, consolidation or otherwise) of all or substantially all of the business revenues assets of the Company for which to any Person as an entirety or substantially as an entirety in one transaction or a series of related transactions. Notwithstanding the Executive's services are principally performed is/ are sold or otherwise disposed foregoing, a Change of by Control of the Company (including the stock of a subsidiary of the Company). Anything herein to the contrary notwithstanding, this Section 6G2 will not apply where the Executive gives the Executive's explicit written waiver stating that for purposes of this Section 6G2 a Change in Control shall not be deemed to have occurred. The Executive's participation occurred as a result of the consummation of (x) any transaction or a series of related transactions immediately following in which the holders of the outstanding shares of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company directly or indirectly immediately following such transaction or series of transactions; (y) any negotiations transaction or a series of related transactions approved by the Board of Directors in accordance with its related party transaction policy to which a member of the Board of Directors or a Person affiliated with a member of the Board of Directors is a party, other matters than a transaction or series of related transactions in relation which the shareholders of the Company are entitled to participate and such member of the Board of Directors or a Change in Control shall in no way constitute Person affiliated with such member of the Board of Directors is participating as a waiver which can only be given shareholder of the Company; (z) any underwritten public offering of the securities of the Company; (x)(x) any transaction or series of transactions that involve an acquisition of more than 51% of the shares by Rxxxxxx X. Xxxxxxx or an explicit written waiver as provided in the preceding sentenceaffiliate of Rxxxxxx X. Xxxxxxx.

Termination Following a Change of Control. (1. ) In the event that a "Change in Control," as hereinafter defined, of the Company shall occur at any time during the Term or Renewal Term hereof, the Executive shall have the right to terminate the Executive's employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event, and such termination of the Executive's employment with the Company pursuant to this Section 6(g)(1), and, in any such event, such termination shall be deemed to be a Termination by the Company Other than for Cause and the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 6(h) of this Agreement. (2. ) For purposes of this Agreement, a "Change in Control" of the Company shall mean a change in controlcontrol (A) as set forth in Section 280G of the Internal Revenue Code or (B) of a nature that would be required to be reported in response to Item 1 of the current report on Form 8K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); provided that, without limitation, such a change in control shall be deemed to have occurred at such time as: a) the occurrence of any of the following: i(A) any "person, group or organization", other than the Executive, (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's outstanding securities then having the right to vote at elections of directors; or, ii(B) the individuals who at the Effective Date commencement date of this the Agreement constitute the Board of Directors cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by a vote of at least two thirds of the Executivedirectors then in office who were directors at the commencement of the Agreement; or iii(C) there is a failure to elect three or more (or such number of directors as would constitute a majority of the Board of Directors) candidates nominated by management of the Company to the Board of Directors; or (D) the business or over fifty percent (50%) of the business revenues of the Company for which the Executive's services are principally performed is/ are sold or otherwise is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including the stock of a subsidiary of the Company)) or otherwise. Anything herein to the contrary notwithstanding, this Section 6G2 6(g)(2) will not apply where the Executive gives the Executive's explicit written waiver stating that for the purposes of this Section 6G2 6(g)(2) a Change in Control shall not be deemed to have occurred. The Executive's participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence. (3) In the event that, within twelve (12) months of any Change in Control of the Company or any "Attempted Change in Control," as hereinafter defined, of the Company, the Company terminates the employment of the Executive under this Agreement, for any reason other than for Cause as defined in Section 6(c), or the Executive's employment is constructively terminated as defined in Section 6(f), then, in any such event, such termination shall be deemed to be a Termination by the Company Other than for Cause and the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 6(h) of this Agreement.

Termination Following a Change of Control. (1. ) In the event that a "Change in Control," as hereinafter defined, of the Company shall occur at any time during the Term or Renewal Term hereofany renewal thereof, the Executive Employee shall have the right to terminate the Executive's his employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event, and such termination of the Employee's employment with the Company pursuant to this Section 6(c)(1), then, in any such event, such termination shall be deemed to be a termination by the Company Without Cause. (2. ) For purposes of this Agreement, a "Change in Control" of the Company shall mean a change in controlcontrol (i) as set forth in Section 280G of the Internal Revenue Code or (ii) of a nature that would be required to be reported in response to Item 1 of the current report on Form 8K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); provided xxxx, xxxxxxx xxxxxxxxxx, such a change in control shall be deemed to have occurred at such time as: (a) the occurrence of any of the following: i) any "person, group or organization, ," other than the Executive, Employee (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's outstanding securities then having the right to vote at elections of directors; or, ii(b) the individuals who who, at the Effective Date commencement date of this the Agreement constitute the Board of Directors Directors, cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by a vote of at least two thirds of the Executivedirectors then in office who were directors at the commencement of the Agreement; or iii(c) there is a failure to elect a number of directors as would constitute a majority of the Board of Directors' candidates nominated by management of the Company to the Board of Directors; or (d) the business or over fifty percent (50%) of the business revenues of the Company for which the ExecutiveEmployee's services are principally performed is/ are sold or otherwise is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including the stock of a subsidiary of the Company). ) or otherwise. (3) Anything herein in this Section 6(c) to the contrary notwithstanding, this Section 6G2 in no event will not apply where any action or non-action by the Executive gives Employee at any time prior to the Executive's explicit written waiver stating that for purposes first anniversary date of this Section 6G2 a the applicable Change in Control shall not be deemed consent to have occurred. The Executive's participation any of the events described in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence.this

Termination Following a Change of Control. 1. (i) In the event that a "Change in Control," or an "Attempted Change in Control" as hereinafter defined, of the Company shall occur at any time during the Term or Renewal Term hereof, the Executive shall have the right to terminate the Executive's employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event, and such termination of the Executive's employment with the Company pursuant to this Section 6 (g) (i), then, in any such event, such termination shall be deemed to be a Termination by the Company other than for Cause and the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 6 (d) of this Agreement. 2. (ii) For purposes of this Agreementagreement, a "Change in Control" of the Company shall mean a change in controlcontrol (A) as set forth in Section 280G of the Internal Revenue Code or (B) of a nature that would be required to be reported in response to Item I of a current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the 'Exchange Act"); provided that, without limitation, such a change in control shall be deemed to have occurred at such time as: a) the occurrence of any of the following: i(A) any "person, group or organization", other than the Executive, (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's outstanding securities then having the right to vote at elections of directors; or ii(B) the individuals who at the Effective Date commencement date of this the Agreement constitute the Board of Directors cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by a vote of at least two thirds of the Executivedirectors then in office who were directors at the commencement of the Agreement; or iii(C) there is a failure to elect four or more (or such number of directors as would constitute a majority of the Board of Directors) candidates nominated by management of the Company to the Board of Directors; or (D) the business or over fifty percent (50%) of the business revenues of the Company for which the Executive's services service are principally performed is/ are sold or otherwise is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including the stock of a subsidiary of the Company)) or otherwise. Anything herein to the contrary notwithstanding, this Section 6G2 6 (g) (ii) will not apply where the Executive gives the Executive's explicit written waiver wavier stating that for the purposes of this Section 6G2 6 (g) (ii) a Change in Control shall not be deemed to have occurred. The Executive's participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver wavier which can only be given by an explicit written waiver wavier as provided in the preceding proceeding sentence.

Termination Following a Change of Control. (1. ) In the event that a "Change in Control," as hereinafter defined, of the Company shall occur at any time during the Term or Renewal Term hereof, the Executive shall have the right to terminate the Executive's employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event, and such termination of the Executive's employment with the Company pursuant to this Section 6(g)(1), and, in any such event, such termination shall be deemed to be a Termination by the Company other than for Cause and the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 6(h) of this Agreement. (2. ) For purposes of this Agreement, a "Change in Control" of the Company shall mean a change in controlcontrol (A) as set forth in Section 280G of the Internal Revenue Code or (B) of a nature that would be required to be reported in response to Item 1 of the current report on Form 8K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); providex xxxx, xxxxxxx xxxxxxxxxn, such a change in control shall be deemed to have occurred at such time as: a) the occurrence of any of the following: i(A) any "person, group or organization", other than the Executive, (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty thirty percent (5030%) or more of the combined voting power of the Company's outstanding securities then having the right to vote at elections of directors; or, ii(B) there is a failure to elect three or more (or such number of directors as would constitute a majority of the Board of Directors) candidates nominated by management of the Company to the Board of Directors; or (C) the individuals who at the Effective Date commencement date of this the Agreement constitute the Board of Directors cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by a vote of at least two thirds of the Executivedirectors then in office who were directors at the commencement of the Agreement; or iii(D) the business or over fifty percent (50%) of the business revenues of the Company for which the Executive's services are principally performed is/ are sold or otherwise is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including the stock of a subsidiary of the Company)) or otherwise. Anything herein to the contrary notwithstanding, this Section 6G2 6(g)(2) will not apply where the Executive gives the Executive's explicit written waiver stating that for the purposes of this Section 6G2 6(g)(2) a Change in Control shall not be deemed to have occurred. The Executive's participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence. (3) In the event that, within twelve (12) months of any Change in Control of the Company or any "Attempted Change in Control," as hereinafter defined of the Company, the Company terminates the employment of the Executive under this Agreement, other than for Cause as defined in Section 6(d), then, in any such event, such termination shall be deemed to be a Termination by the Company other than for Cause and the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 6(h) of this Agreement.

Termination Following a Change of Control. (1. ) In the event that a "“Change in Control," as hereinafter defined, ” of the Company shall occur at any time during the Term or Renewal Term hereof, the Executive shall have the right to terminate the Executive's ’s employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event, and such termination of the Executive’s employment with the Company pursuant to this Section 6(g)(1), and, in any such event, Executive shall be entitled to (A) vesting of all options; and (B) payment of remaining salary and benefits for the greater of the Term of contract at salary or one year. (2. ) For purposes of this Agreement, a "“Change in Control" ” of the Company shall mean a change in controlcontrol (A) as set forth in Section 280G of the Internal Revenue Code or (B) of a nature that would be required to be reported in response to Item 1 of the current report on Form 8K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); provided that, without limitation, such a change in control shall be deemed to have occurred at such time as: a) the occurrence of any of the following: i(A) any “person, group or organization”, other than the Executive, (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's ’s outstanding securities then having the right to vote at elections of directors; or, ii) the individuals who at the Effective Date of this Agreement constitute the Board of Directors cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by the Executive; or iii(B) the business or over fifty percent (50%) of the business revenues of the Company for which the Executive's ’s services are principally performed is/ are sold or otherwise is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including the stock of a subsidiary of the Company)) or otherwise. Anything herein to the contrary notwithstanding, this Section 6G2 6(f) will not apply where the Executive gives the Executive's ’s explicit written waiver stating that for the purposes of this Section 6G2 a 6(f) Change in Control shall not be deemed to have occurred. The Executive's ’s participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence.

Termination Following a Change of Control. 1. i. In the event that a "Change in Control," or an "Attempted Change in Control" as hereinafter defined, of the Company shall occur at any time during the Term or Renewal Term hereof, the Executive shall have the right to terminate the Executive's employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event, and such termination of the Executive's employment with the Company pursuant to this Section 6(g)(i), and, in any such event, such termination shall be deemed to be a Termination by the Company Other than for Cause and the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 6(h) of this Agreement. 2ii. For purposes of this Agreement, a "Change in Control" of the Company shall mean a change in controlbe deemed to have occurred at such time as: a) the occurrence of A. any of the following: i) any "person, group or organization", other than the Executive, (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's outstanding securities then having the right to vote at elections of directors; or, ii) B. the individuals who at the Effective Date commencement date of this the Agreement constitute the Board of Directors cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by a vote of at least two thirds of the Executivedirectors then in office who were directors at the commencement of the Agreement; or iiiC. there is a failure to elect two or more (or such number of directors as would constitute a majority of the Board of Directors) candidates nominated by management of the Company to the Board of Directors; or D. the business or over fifty percent (50%) of the business revenues of the Company for which the Executive's services are principally performed is/ are sold or otherwise is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including the stock of a subsidiary of the Company)) or otherwise. Anything herein to the contrary notwithstanding, this Section 6G2 6(g)(ii) will not apply where the Executive gives the Executive's explicit written waiver stating that for the purposes of this Section 6G2 6(g)(ii) a Change in Control shall not be deemed to have occurred. The Executive's participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence.

Termination Following a Change of Control. (1. ) In the event that a "Change in Control," as hereinafter defined, of the Company shall occur at any time during the Term or Renewal Term hereof, the Executive shall have the right to terminate the Executive's employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event, and such termination of the Executive's employment with the Company pursuant to this Section 6(g)(1), and, in any such event, such termination shall be deemed to be a Termination by the Company Other than for Cause and the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 6(h) of this Agreement. (2. ) For purposes of this Agreement, a "Change in Control" of the Company shall mean a change in controlcontrol (A) as set forth in Section 280G of the Internal Revenue Code or (B) of a nature that would be required to be reported in response to Item 1 of the current report on Form 8K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); xxxxxxxx xxxx, xxxxxxx xxxxxxxxxx, such a change in control shall be deemed to have occurred at such time as: a) the occurrence of any of the following: i(A) any "person, group or organization", other than the Executive, (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's outstanding securities then having the right to vote at elections of directorsDirectors; or, ii(B) the individuals who at the Effective Date commencement date of this the Agreement constitute the Board of Directors cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by a vote of at least two thirds of the Executivedirectors then in office who were directors at the commencement of the Agreement; or iii(C) there is a failure to elect three or more (or such number of directors as would constitute a majority of the Board of Directors) candidates nominated by management of the Company to the Board of Directors; or (D) the business or over fifty percent (50%) of the business revenues of the Company for which the Executive's services are principally performed is/ are sold or otherwise is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including the stock of a subsidiary of the Company)) or otherwise. Anything herein to the contrary notwithstanding, this Section 6G2 6(g)(2) will not apply where the Executive gives the Executive's explicit written waiver stating that for the purposes of this Section 6G2 6(g)(2) a Change in Control shall not be deemed to have occurred. The Executive's participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence. (3) In the event that, within twelve (12) months of any Change in Control of the Company or any "Attempted Change in Control," as hereinafter defined, of the Company, the Company terminates the employment of the Executive under this Agreement, for any reason other than for Cause as defined in Section 6(c), or the Executive's employment is constructively terminated as defined in Section 6(f), then, in any such event, such termination shall be deemed to be a Termination by the Company Other than for Cause and the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 6(h) of this Agreement.

Termination Following a Change of Control. (1. ) In the event that a "Change in Control," Control (as hereinafter defined), of the Company shall occur at any time during the Term or Renewal Term hereof, the Executive shall have the right to terminate the Executive's employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event, and such termination of the Executive's employment with the Company pursuant to this Section 6g(1), then, in any such event, such termination shall be deemed to be a Termination by the Company Other than for Cause and the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 6d of this Agreement, and all options theretofore granted to the Executive shall immediately vest and remain exercisable until the later of one (1) year from the Termination date or the original expiration date of the option. (2. ) For purposes of this Agreement, a "Change in Control" of the Company shall mean a change in controlcontrol (A) as set forth in Section 280G of the Internal Revenue Code or (B) of a nature that would be required to be reported in response to Item 1 of the current report on Form 8K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (xxx "Xxxxxxxx Xxx"); xxovided that, without limitation, such a change in control shall be deemed to have occurred at such time as: a) the occurrence of any of the following: i(A) any "person, group or organization", other than the Executive, (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's outstanding securities then having the right to vote at elections of directors; or, ii(B) the individuals who at the Effective Date commencement date of this the Agreement constitute the Board of Directors cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by a vote of at least two thirds of the Executivedirectors then in office who were directors at the commencement of the Agreement; or iii(C) there is a failure to elect three or more (or such number of directors as would constitute a majority of the Board of Directors) candidates nominated by management of the Company to the Board of Directors; or (D) the business or over fifty percent (50%) of the business revenues of the Company for which the Executive's services are principally performed is/ are sold or otherwise is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including the stock of a subsidiary of the Company)) or otherwise. Anything herein to the contrary notwithstanding, this Section 6G2 6g(2) will not apply where the Executive gives the Executive's explicit written waiver stating that for the purposes of this Section 6G2 6g(2), a Change in Control shall not be deemed to have occurred. The Executive's participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence.

Termination Following a Change of Control. (1. ) In the event that a "Change in Control," Control (as hereinafter defined), of the Company shall occur at any time during the Term or Renewal Term hereof, the Executive shall have the right to terminate the Executive's employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event, and such termination of the Executive's employment with the Company pursuant to this Section 6g(1), then, in any such event, such termination shall be deemed to be a Termination by the Company Other than for Cause and the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 6d of this Agreement. (2. ) For purposes of this Agreement, a "Change in Control" of the Company shall mean a change in controlcontrol (A) as set forth in Section 280G of the Internal Revenue Code or (B) of a nature that would be required to be reported in response to Item 1 of the current report on Form 8K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); provided that, without limitation, such a change in control shall be deemed to have occurred at such time as: a) the occurrence of any of the following: i(A) any "person, group or organization", other than the Executive, (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's outstanding securities then having the right to vote at elections of directors; or ii(B) the individuals who at the Effective Date commencement date of this the Agreement constitute the Board of Directors cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by a vote of at least two thirds of the Executivedirectors then in office who were directors at the commencement of the Agreement; or iii(C) there is a failure to elect three or more (or such number of directors as would constitute a majority of the Board of Directors) candidates nominated by management of the Company to the Board of Directors; or (D) the business or over fifty percent (50%) of the business revenues of the Company for which the Executive's services are principally performed is/ are sold or otherwise is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including the stock of a subsidiary of the Company)) or otherwise. Anything herein to the contrary notwithstanding, this Section 6G2 6g(2) will not apply where the Executive gives the Executive's explicit written waiver stating that for the purposes of this Section 6G2 6g(2), a Change in Control shall not be deemed to have occurred. The Executive's participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence.

Termination Following a Change of Control. (1. ) In the event that a "Change in Control," Control (as hereinafter defined), of the Company shall occur at any time during the Term or Renewal Term hereof, the Executive shall have the right to terminate the Executive's employment under this Agreement upon thirty (30) days written notice given at any time within one (1) year after the occurrence of such event, and such termination of the Executive's employment with the Company pursuant to this Section 6g(1), then, in any such event, such termination shall be deemed to be a Termination by the Company Other than for Cause and the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 6d of this Agreement. (2. ) For purposes of this Agreement, a "Change in Control" of the Company shall mean a change in controlcontrol (A) as set forth in Section 280G of the Internal Revenue Code or (B) of a nature that would be required to be reported in response to Item 1 of the current report on Form 8K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); xxxxxxxx xxxx, without limitation, such a change in control shall be deemed to have occurred at such time as: a) the occurrence of any of the following: i(A) any "person, group or organization", other than the Executive, (as such term is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company's outstanding securities then having the right to vote at elections of directors; or, ii(B) the individuals who at the Effective Date commencement date of this the Agreement constitute the Board of Directors cease for any reason to constitute a majority thereof unless the election, or nomination for election, of each new director was approved by a vote of at least two thirds of the Executivedirectors then in office who were directors at the commencement of the Agreement; or iii(C) there is a failure to elect three or more (or such number of directors as would constitute a majority of the Board of Directors) candidates nominated by management of the Company to the Board of Directors; or (D) the business or over fifty percent (50%) of the business revenues of the Company for which the Executive's services are principally performed is/ are sold or otherwise is disposed of by the Company pursuant to a partial or complete liquidation of the Company, a sale of assets (including the stock of a subsidiary of the Company)) or otherwise. Anything herein to the contrary notwithstanding, this Section 6G2 6g(2) will not apply where the Executive gives the Executive's explicit written waiver stating that for the purposes of this Section 6G2 6g(2), a Change in Control shall not be deemed to have occurred. The Executive's participation in any negotiations or other matters in relation to a Change in Control shall in no way constitute such a waiver which can only be given by an explicit written waiver as provided in the preceding sentence.