Common use of Termination Following Change of Control Clause in Contracts

Termination Following Change of Control. (a) Notwithstanding anything to the contrary contained herein, should Employee at any time within 12 months of the occurrence of a "change of control" (as defined below) cease to be an employee of the Company (or its successor), by reason of (i) termination by the Company (or its successor) other than for "cause" (following a change of control, "cause" shall be limited to the conviction of or a plea of NOLO CONTENDERE to the charge of a felony which, through lapse of time or otherwise, is not subject to appeal), or a material breach of fiduciary duty to the Company through the misappropriation of Company funds or property) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) the Company shall pay Employee, within 45 days of the severance of employment described in this Section 4.6, a lump-sum payment equal to (without discounting to present value) two times' his then effective base salary under Section 3.1 hereof, and (2) certain outstanding stock options held by Employee shall become fully vested and exercisable. In addition, Company shall continue all benefits under Section 3.3 hereof, through the expiration of the two year term then in effect (with the exception of medical benefits which shall continue for two years from the date of termination), to the extent continuation of such benefits is not prohibited by applicable state and/or federal law.

Termination Following Change of Control. (a) Notwithstanding anything to the contrary contained herein, should Employee at any time within 12 months of the occurrence of a "change of control" (as defined below) cease to be an employee of the Company (or its successor), by reason of (i) termination by the Company (or its successor) other than for "cause" (following a change of control, "cause" shall be limited to the conviction of or a plea of NOLO CONTENDERE to the charge of a felony which, through lapse of time or otherwise, is not subject to appeal), or a material breach of fiduciary duty to the Company through the misappropriation of Company funds or property) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) the Company shall pay Employee, within 45 days of the severance of employment described in this Section 4.68.6, a lump-sum payment equal to (without discounting to present value) two times' times his then effective base salary under Section 3.1 4.1 hereof, and (2) certain all outstanding stock options held by Employee shall become fully vested and exercisable. In addition, Company shall continue all benefits under Section 3.3 hereof, through the expiration of the two year term then in effect (with the exception of medical benefits which shall continue for two years from the date of termination), exercisable pursuant to the extent continuation Agreement Regarding Vesting of such benefits is not prohibited by applicable state and/or federal law.Stock Options attached hereto as EXHIBIT A.

Termination Following Change of Control. (a) Notwithstanding anything to the contrary contained herein, should Employee at any time within 12 months of the occurrence of a "change of control" (as defined below) cease to be an employee of the Company (or its successor), by reason of (i) termination by the Company (or its successor) other than for "cause" (following a change of control, "cause" shall be limited to the conviction of or a plea of NOLO CONTENDERE to the charge of a felony which, through lapse of time or otherwise, is not subject to appeal), or a material breach of fiduciary duty to the Company through the misappropriation of Company funds or property) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) the Company shall pay Employee, within 45 days of the severance of employment described in this Section 4.6, a lump-sum payment equal to (without discounting to present value) two times' his then effective base salary under Section 3.1 hereof through the expiration of the three year term then in effect (without giving effect to any further extensions thereof under Article II hereof), and (2) certain all outstanding stock options held by Employee shall become fully vested and exercisable. In addition, Company shall continue all benefits under Section 3.3 hereof, through the expiration of the two year term then in effect (with the exception of medical benefits which shall continue for two years from the date of termination), to the extent continuation of such benefits is not prohibited by applicable state and/or federal law.

Termination Following Change of Control. (a) Notwithstanding anything to the contrary contained herein, should Employee at any time within 12 months of the occurrence of a "change of control" (as defined below) cease to be an employee of the Company (or its successor), by reason of (i) termination by the Company (or its successor) other than for "cause" (following a change of control, "cause" shall be limited to the conviction of or a plea of NOLO CONTENDERE to the charge of a felony which, through lapse of time or otherwise, is not subject to appeal), or a material breach of fiduciary duty to the Company through the misappropriation of Company funds or property) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) the Company shall pay Employee, within 45 days of the severance of employment described in this Section 4.6, a lump-sum payment equal to (without discounting to present value) two times' one times his then effective base salary under Section 3.1 hereof, and (2) certain outstanding stock options held by Employee shall become fully vested and exercisable. exercisable pursuant to the Agreement Regarding Vesting of Stock Options attached hereto as EXHIBIT A. In addition, Company shall continue all benefits under Section 3.3 3.4 hereof, through the expiration of the two year term then in effect (with the exception of medical benefits which shall continue for two years from the date of termination)effect, to the extent continuation of such benefits is not prohibited by applicable state and/or federal law.

Termination Following Change of Control. (a) Notwithstanding anything to the contrary contained herein, should Employee at any time within 12 months of the occurrence of a "change of control" (as defined below) cease to be an employee of the Company (or its successor), by reason of (i) termination by the Company (or its successor) other than for "cause" (following a change of control, "cause" shall be limited to the conviction of or a plea of NOLO CONTENDERE nolo contendere to the charge of a felony which, through lapse of time or otherwise, is not subject to appeal), or a material breach of fiduciary duty to the Company through the misappropriation of Company funds or property) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) the Company shall pay Employee, within 45 days of the severance of employment described in this Section 4.6, a lump-sum payment equal to (without discounting to present value) two times' his then effective base salary under Section 3.1 hereof through the expiration of the four-year term then in effect (without giving effect to any further extensions thereof under Article II hereof), (2) the Company shall provide the continued benefit coverage described in Section 4.1 in the event of the Employee's termination by the Company without cause, and (23) certain all outstanding stock options held by Employee not already vested and exercisable shall become fully vested and exercisable. In addition, Company shall continue all benefits under Section 3.3 hereof, through the expiration of the two year term then in effect (with the exception of medical benefits which shall continue for two years from the date of termination), to the extent continuation of such benefits is not prohibited by applicable state and/or federal law.

Termination Following Change of Control. (a) Notwithstanding anything to the contrary contained herein, should Employee at any time within 12 months of the occurrence of a "change of control" (as defined below) cease to be an employee of the Company (or its successor), by reason of (i) termination by the Company (or its successor) other than for "cause" (following a change of control, "cause" shall be limited to the conviction of or a plea of NOLO CONTENDERE nolo contendere to the charge of a felony which, through lapse of time or otherwise, is not subject to appeal), or a material breach of fiduciary duty to the Company through the misappropriation of Company funds or property) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) the Company shall pay Employee, within 45 days of the severance of employment described in this Section 4.6, a lump-sum payment equal to (without discounting to present value) two times' his then effective base salary under Section 3.1 hereof, hereof and (2) certain all outstanding stock options held by Employee not already vested and exercisable shall become fully vested and exercisable. In addition, Company shall continue all benefits under Section 3.3 hereof, through the expiration of the two year term then in effect (with the exception of medical benefits which shall continue for two years from the date of termination)effect, to the extent continuation of such benefits is not prohibited by applicable state and/or federal law.

Termination Following Change of Control. (a) Notwithstanding anything to the contrary contained herein, should Employee at any time within 12 24 months of the occurrence of a "change of control" (as defined below) cease to be an employee of the Company (or its successor), by reason of (i) termination by the Company (or its successor) other than for "cause" (following a change of control, "cause" shall be limited to the conviction of or a plea of NOLO CONTENDERE to the charge of a felony which, through lapse of time or otherwise, is not subject to appeal), or a material breach of fiduciary duty to the Company through the misappropriation of Company funds or property) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) the Company shall pay Employee, within 45 days of the severance of employment described in this Section 4.6, a lump-sum payment equal to (without discounting to present value) two times' his then effective base salary under Section 3.1 hereof through the expiration of the five-year term then in effect (without giving effect to any further extensions thereof under Article II hereof), (2) the Company shall provide the continued benefit coverage described in Section 4.1 in the event of the Employee's termination by the Company without cause, and (23) certain all outstanding stock options held by Employee not already vested and exercisable shall become fully vested and exercisable. In addition, Company shall continue all benefits under Section 3.3 hereof, through the expiration of the two year term then in effect (with the exception of medical benefits which shall continue for two years from the date of termination), to the extent continuation of such benefits is not prohibited by applicable state and/or federal law.

Termination Following Change of Control. (a) Notwithstanding anything to the contrary contained herein, should Employee at any time within 12 months of the occurrence of a "change of control" (as defined below) cease to be an employee of the Company (or its successor), by reason of (i) termination by the Company (or its successor) other than for "cause" (following a change of control, "cause" shall be limited to the conviction of or a plea of NOLO CONTENDERE to the charge of a felony which, through lapse of time or otherwise, is not subject to appeal), or a material breach of fiduciary duty to the Company through the misappropriation of Company funds or property) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) the Company shall pay Employee, within 45 days of the severance of employment described in this Section 4.6, a lump-sum payment equal to (without discounting to present value) two times' one half (1/2) of his then effective annual base salary under Section 3.1 hereofhereof if such termination occurs during the first twelve (12) months of the term of this Agreement or one times his then effective annual base salary under Section 3.1 hereof if such termination occurs after the first twelve (12) months of the term of this Agreement, and (2) certain outstanding stock options held by Employee shall become fully vested and exercisable. In addition, Company shall continue be entitled to all benefits provided under Section 3.3 hereof, through the expiration of the two 3.5 hereof for one year term then in effect (with the exception of medical benefits which shall continue for two years from the date of such termination), to the extent continuation of such benefits is not prohibited by applicable state and/or federal law, and (3) immediately prior to the effective date of such termination, all outstanding stock options held by Employee not already vested and exercisable shall become fully vested and exercisable.

Termination Following Change of Control. (a) Notwithstanding anything to the contrary contained herein, should Employee at any time within 12 months of the occurrence of a "change of control" (as defined below) cease to be an employee of the Company (or its successor), by reason of (i) termination by the Company (or its successor) other than for "cause" (following a change of control, "cause" shall be limited to the conviction of or a plea of NOLO CONTENDERE nolo contendere to the charge of a felony which, through lapse of time or otherwise, is not subject to appeal), or a material breach of fiduciary duty to the Company through the misappropriation of Company funds or property) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) the Company shall pay Employee, within 45 forty-five (45) days of the severance of employment described in this Section 4.6, a lump-sum payment equal to (without discounting to present value) two times' times his then effective base salary under Section 3.1 hereof, and (2) certain all outstanding stock options held by Employee not already vested and exercisable shall become fully vested and exercisable. In addition, the Company shall continue all benefits under Section 3.3 hereof, through the expiration of the two two-year term then in effect (with the exception of medical benefits which shall continue for two years from the date of termination)effect, to the extent continuation of such benefits benefit is not prohibited by applicable state State and/or federal law.

Termination Following Change of Control. (a) Notwithstanding anything to the contrary contained herein, should Employee at any time within 12 months of the occurrence of a "change of control" (as defined below) cease to be an employee of the Company (or its successor), by reason of (i) termination by the Company (or its successor) other than for "cause" (following a change of control, "cause" shall be limited to the conviction of or a plea of NOLO CONTENDERE nolo contendere to the charge of a felony which, through lapse of time or otherwise, is not subject to appeal), or a material breach of fiduciary duty to the Company through the misappropriation of Company funds or property) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) the Company shall pay Employee, within 45 days of the severance of employment described in this Section 4.6, a lump-sum payment equal to (without discounting to present value) two one times' his then effective base salary under Section 3.1 hereof, and (2) certain all outstanding stock options held by Employee not already vested and exercisable shall become fully vested and exercisable. In addition, Company shall continue all benefits under Section 3.3 hereof, through the expiration of the two one year term then in effect (with the exception of medical benefits which shall continue for two years from the date of termination)effect, to the extent continuation of such benefits is not prohibited by applicable state and/or federal law.

Termination Following Change of Control. (a) Notwithstanding anything to the contrary contained herein, should Employee at any time within 12 months of the occurrence of a "change of control" (as defined below) cease to be an employee of the Company (or its successor), by reason of (i) termination by the Company (or its successor) other than for "cause" (following a change of control, "cause" shall be limited to the conviction of or a plea of NOLO CONTENDERE to the charge of a felony which, through lapse of time or otherwise, is not subject to appeal), or a material breach of fiduciary duty to the Company through the misappropriation of Company funds or property) or (ii) voluntary termination by Employee for "good reason upon change of control" (as defined below), then in any such event, (1) the Company shall pay Employee, within 45 days of the severance of employment described in this Section 4.6, a lump-sum payment equal to (without discounting to present value) two times' times his then effective base salary under Section 3.1 hereof, and (2) certain outstanding stock options held by Employee shall become fully vested and exercisable. In addition, Company shall continue be entitled to all benefits provided under Section 3.3 hereof, through the expiration of the two year term then in effect (with the exception of medical benefits which shall continue hereof for two years from the date of such termination), to the extent continuation of such benefits is not prohibited by applicable state and/or federal law, and (3) immediately prior to the effective date of such termination, all outstanding stock options held by Employee not already vested and exercisable shall become fully vested and exercisable.