Common use of Termination of Employment Upon Change in Control Clause in Contracts

Termination of Employment Upon Change in Control. (a) For purposes hereof, a "Change in Control" shall be deemed to have occurred (i) if there has occurred a "change in control" as such term is used in Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as in effect at the date hereof (hereinafter referred to as the "Act"); (ii) if there has occurred a change in control as the term "control" is defined in Rule 12b-2 promulgated under the Act; (iii) when any "person" (as such term is defined in Sections 3 (a) (9) and 13 (d) (3) of the Act), during the term of this Agreement, becomes a beneficial owner, directly or indirectly, of securities of the Employer representing 20% or more of the Employer's then outstanding securities having the right to vote on the election of directors; (iv) if the stockholders of the Employer approve a plan of complete liquidation or dissolution of the Employer or a merger or consolidation in which the Employer is not the surviving corporation; (v) if there has occurred a change in ownership or effective control of the Employer or a change in the ownership of a substantial portion of the assets of the Employer (within the meaning of Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended (the "Code")); or (vi) when the individuals who are members of the Board of Directors of the Employer on the date hereof shall cease to constitute at least a majority of the Board of Directors, PROVIDED, HOWEVER, that any new director whose election to the Board of Directors or nomination for election to the Board of Directors by the Employer's stockholders was approved by a vote of at least 50% of the directors then still in office, shall not be deemed to have replaced his or her predecessor.

Termination of Employment Upon Change in Control. (a) a. For purposes hereof, a "“Change in Control" ” shall be deemed to have occurred (i) if if: i. there has occurred a "“change in control" ” as such term is used in Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as in effect at as of the date hereof (hereinafter referred to as the "“1934 Act"”); (; ii) . if there has occurred a change in control “control” as the term "“control" ” is defined in Rule 12b-2 promulgated under the 1934 Act; (; iii) . when any "person" person (as such term is defined in Sections 3 (a) (9Section 3(a)(9) and 13 (d) (313(d)(3) of the 1934 Act, a “Person”), during the term of this AgreementTerm, becomes a beneficial owner, directly or indirectly, of securities of the Employer representing 20% or more of the Employer's ’s then outstanding securities having the right to vote on the election of directorsdirectors if such person did not have 20% or more of the Employer’s then outstanding securities at the commencement of the Term; (or if a Person having more than 20% of the Employer’s then outstanding securities increases his or its holdings by more than 15% of the Employer’s then outstanding securities during the Term; iv) . if the stockholders of the Employer approve a plan of complete liquidation or dissolution of the Employer Employer, or a merger or consolidation (a) in which the voting securities of the Employer is outstanding immediately prior thereto do not represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation; (ventity) if there has occurred a change in ownership or effective control at least 50.1% of the combined voting securities of the Employer or a change in the ownership of a substantial portion of the assets of the Employer (within the meaning of Section 280G such surviving entity outstanding immediately after such merger or consolidation or (b) (2) (A) in which no Person acquires 30% or more of the Internal Revenue Code combined voting power of 1986the Employer’s then outstanding securities; or v. if during any period of twenty-four (24) consecutive months (not including any period prior to the date of this Agreement), as amended (the "Code")); or (vi) when the individuals who are members at the beginning of such period constitute the Board of Directors of the Employer on the date hereof shall cease to constitute at least a majority of the Board of Directors, PROVIDED, HOWEVER, that and any new director (other than a director designated by a person who has entered into an agreement with the Employer to effect a transaction described in paragraphs i, ii or iii of this section 9(a)) whose election to by the Board of Directors or nomination for election to the Board of Directors by the Employer's stockholders of the Employer was approved by a vote of at least 50% two-thirds (2/3) of the directors then still in officeoffice who either were directors at the beginning of such period or whose election or nomination for election was previously so approved by the stockholders, cease for any reason to constitute a majority thereof; provided, however, in no event shall any mere action (other than sales or purchases of the Employer’s outstanding securities) by Mxxxxxx XxXxxxxx and the Employer be deemed to be a Change in Control; provided, however, that the Spin-off alone shall not be deemed to be a Change in Control transaction with respect to the Employer or Bentley. b. The Employee may terminate his employment at any time within 12 months after a Change in Control if during such 12-month period any of the following events has occurred: i. A material diminution of the Employee’s authority, duties, or responsibilities; ii. a material breach of Employer’s obligations pursuant to this Agreement; iii. the Employer requires Employee to move Employee’s primary place of employment to a location more than 30 miles from Employer’s primary place of business before the Change in Control (other than temporary relocation or business travel in the ordinary course); or iv. a material diminution in the Employee’s Monthly Base Salary without the prior written consent of the Employee; provided that in the case of clause i. through iv. such event or condition continues uncured for 30 days after Employee gives Employer notice of such event or condition within 90 days of its initial existence. For the avoidance of doubt, the parties hereby confirm that the change in the nature of the business for which Employee is responsible as a result of becoming Chief Financial Officer of the Employer shall not be deemed to be a material diminution of the Employee’s authority, duties, or responsibilities, whether or not he continues for any period of time after the Spin-off to provide services to Bentley under a transition services agreement between Bentley and CPEX and whether or not such agreement is terminated or expires by its terms. An election by the Employee to terminate his employment following a Change in Control for any of the reasons set forth above shall not be deemed a voluntary termination of employment by the Employee for the purpose of interpreting the provisions of this Agreement or any of the Employer’s employee benefit plans and arrangements. The Employee’s continued employment with the Employer for any period of time during the Term of this Agreement after a Change in Control shall not be considered a waiver of any right he may have replaced to terminate his employment to the extent permitted under this Section 9(b). If the Employer terminates the Employee without cause pursuant to Section 8(a) hereof within twelve (12) months after a Change in Control has occurred, such termination shall be deemed an election by the Employee to terminate his employment pursuant to this Section 9(b) and Employee shall have the right to the compensation set forth in Section 9(c) instead of the compensation set forth in Section 8(a). In addition, in the event of such termination, the Employee shall continue to have the obligations provided for in Sections 11 and 12 hereof. c. If the Employee’s employment with the Employer is terminated under Section 9(b) hereof, i. the Employee shall be paid in a lump sum, in cash, within thirty (30) days after termination of employment or her predecessorsuch later date on which the revocation period for the release contemplated by Section 18 expires, severance pay in an amount equal to two (2) times (A) the average of his aggregate annual compensation paid by his current Employer during the two prior calendar years (including base salary and bonuses, if any) or (B) if he has not been so employed for two full prior calendar years, twelve (12) times his Monthly Base Salary immediately before the Change in Control plus the greater of (X) his most recent bonus, if any, paid by his current Employer before the Change in Control and (Y) his target bonus most recently determined by his current Employer before the Change in Control; provided, however, that the obligations in this clause (i) shall terminate if such release has not been delivered within sixty (60) days after such termination; ii. all stock options and other Equity Awards under the Plan held by the Employee immediately prior to the effective date of the Change in Control shall immediately vest and become fully exercisable for the period of time indicated in the terms of the option or other Equity Award; iii. health benefits as provided in Section 3(c) shall continue for up to two years from the date of termination, including reimbursement of COBRA payments to the extent no longer covered under the Employer’s plans; provided, however, that any such reimbursements under this clause (iii) shall be made within 10 business days of payment by the Employee and such benefits will be subject to mitigation to the extent of comparable benefits at a new job; and iv. life insurance benefits may be continued for up to two years from the date of termination at the option of the Employee and at the Employer’s expense; The lump sum severance payment described in clause (i) of this Section 9(c) is hereinafter referred to as the “Termination Compensation.” The amount of the Termination Compensation shall be determined, at the expense of the Employer, by its regular outside certified public accountants. Upon payment of the Termination Compensation and any other accrued compensation, this Agreement shall terminate (except for the Employee’s obligations pursuant to Sections 10, 11, 12, 13 and 14 hereof and the continuing obligations to provide the benefits set forth in clauses (ii) — (iv) of this Section 9(c) in accordance with the terms thereof) and be of no further force or effect.

Termination of Employment Upon Change in Control. (a) a. For purposes hereof, a "“Change in Control" ” shall be deemed to have occurred (i) if if: i. there has occurred a "“change in control" ” as such term is used in Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as in effect at as of the date hereof (hereinafter referred to as the "“1934 Act"”); (; ii) . if there has occurred a change in control “control” as the term "“control" ” is defined in Rule 12b-2 promulgated under the 1934 Act; (; iii) . when any "person" person (as such term is defined in Sections 3 (a) (9Section 3(a)(9) and 13 (d) (313(d)(3) of the 1934 Act, a “Person”), during the term of this AgreementTerm, becomes a beneficial owner, directly or indirectly, of securities of the Employer representing 20% or more of the Employer's ’s then outstanding securities having the right to vote on the election of directorsdirectors if such person did not have 20% or more of the Employer’s then outstanding securities at the commencement of the Term; (or if a Person having more than 20% of the Employer’s then outstanding securities increases his or its holdings by more than 15% of the Employer’s then outstanding securities during the Term; iv) . if the stockholders of the Employer approve a plan of complete liquidation or dissolution of the Employer Employer, or a merger or consolidation (a) in which the voting securities of the Employer is outstanding immediately prior thereto do not represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation; (ventity) if there has occurred a change in ownership or effective control at least 50.1% of the combined voting securities of the Employer or a change in the ownership of a substantial portion of the assets of the Employer (within the meaning of Section 280G such surviving entity outstanding immediately after such merger or consolidation or (b) (2) (A) in which no Person acquires 30% or more of the Internal Revenue Code combined voting power of 1986the Employer’s then outstanding securities; or v. if during any period of twenty-four (24) consecutive months (not including any period prior to the date of this Agreement), as amended (the "Code")); or (vi) when the individuals who are members at the beginning of such period constitute the Board of Directors of the Employer on the date hereof shall cease to constitute at least a majority of the Board of Directors, PROVIDED, HOWEVER, that and any new director (other than a director designated by a person who has entered into an agreement with the Employer to effect a transaction described in paragraphs i, ii or iii of this section 9(a)) whose election to by the Board of Directors or nomination for election to the Board of Directors by the Employer's stockholders of the Employer was approved by a vote of at least 50% two-thirds (2/3) of the directors then still in officeoffice who either were directors at the beginning of such period or whose election or nomination for election was previously so approved by the stockholders, cease for any reason to constitute a majority thereof; provided, however, in no event shall any mere action (other than sales or purchases of the Employer’s outstanding securities) by Mxxxxxx XxXxxxxx and the Employer be deemed to be a Change in Control; provided, however, that the Spin-off alone shall not be deemed to be a Change in Control transaction with respect to the Employer or Bentley. b. The Employee may terminate his employment at any time within 12 months after a Change in Control if during such 12-month period any of the following events has occurred: i. A material diminution of the Employee’s authority, duties, or responsibilities; ii. a material breach of Employer’s obligations pursuant to this Agreement; iii. the Employer requires Employee to move Employee’s primary place of employment to a location more than 30 miles from Employer’s primary place of business before the Change in Control (other than temporary relocation or business travel in the ordinary course); or iv. a material diminution in the Employee’s Monthly Base Salary without the prior written consent of the Employee; provided that in the case of clause i. through iv. such event or condition continues uncured for 30 days after Employee gives Employer notice of such event or condition within 90 days of its initial existence. For the avoidance of doubt, the parties hereby confirm that the change in the nature of the business for which Employee is responsible as a result of becoming Chief Executive Officer of the Employer shall not be deemed to be a material diminution of the Employee’s authority, duties, or responsibilities, whether or not he continues for any period of time after the Spin-off to provide services to Bentley under a transition services agreement between Bentley and CPEX and whether or not such agreement is terminated or expires by its terms. An election by the Employee to terminate his employment following a Change in Control for any of the reasons set forth above shall not be deemed a voluntary termination of employment by the Employee for the purpose of interpreting the provisions of this Agreement or any of the Employer’s employee benefit plans and arrangements. The Employee’s continued employment with the Employer for any period of time during the Term of this Agreement after a Change in Control shall not be considered a waiver of any right he may have replaced to terminate his employment to the extent permitted under this Section 9(b). If the Employer terminates the Employee without cause pursuant to Section 8(a) hereof within twelve (12) months after a Change in Control has occurred, such termination shall be deemed an election by the Employee to terminate his employment pursuant to this Section 9(b) and Employee shall have the right to the compensation set forth in Section 9(c) instead of the compensation set forth in Section 8(a). In addition, in the event of such termination, the Employee shall continue to have the obligations provided for in Sections 11 and 12 hereof. c. If the Employee’s employment with the Employer is terminated under Section 9(b) hereof, i. the Employee shall be paid in a lump sum, in cash, within thirty (30) days after termination of employment or her predecessorsuch later date on which the revocation period for the release contemplated by Section 18 expires, severance pay in an amount equal to two (2) times (A) the average of his aggregate annual compensation paid by his current Employer during the two prior calendar years (including base salary and bonuses, if any) or (B) if he has not been so employed for two full prior calendar years, twelve (12) times his Monthly Base Salary immediately before the Change in Control plus the greater of (X) his most recent bonus, if any, paid by his current Employer before the Change in Control and (Y) his target bonus most recently determined by his current Employer before the Change in Control; provided, however, that the obligation under this clause (i) shall terminate if such release has not been delivered within sixty (60) days after such termination; ii. If any of the Annual Equity Awards contemplated by Section 3(g) have not yet been granted because the Change in Control occurred before the grant of the Annual Equity Award would have otherwise occurred, the Employee shall also be paid in connection with payment of the lump sum an amount equal to: (1) the dollar amount, if any, that remains after subtracting the exercise price of the most recent Annual Equity Award made to the Employee (or if none has occurred, the Initial Option) from the fair market value of the Employer’s common stock as of the date of the Change in Control (or, if the Change in Control occurs in connection with an acquisition or other transaction in which all outstanding Awards granted to Employer’s employees under the Plan are terminated if not exercised pursuant to their terms, the consideration per share of the Employer’s common stock delivered for each share of common stock underlying such outstanding Awards, multiplied by (2) the remainder of (A) 10,000 less (B) the number of shares of Employer’s common stock that are subject to Annual Equity Awards granted to the Employee before the Change in Control (which amount shall be subject to equitable adjustment for any equitable adjustments in the number of shares subject to Annual Equity Awards previously made in accordance with Section 3(g)); iii. all stock options and other Equity Awards under the Plan held by the Employee immediately prior to the effective date of the Change in Control shall immediately vest and become fully exercisable for the period of time indicated in the terms of the option or other Equity Award; iv. health benefits as provided in Section 3(c) shall continue for up to two years from the date of termination, including reimbursement of COBRA payments to the extent no longer covered under the Employer’s plans; provided, however, that any such reimbursements under this clause (iv) shall be made within 10 business days of payment by the Employee and such benefits will be subject to mitigation to the extent of comparable benefits at a new job; and v. life insurance benefits may be continued for up to two years from the date of termination at the option of the Employee and at the Employer’s expense; The lump sum severance payment described in clause (i) of this Section 9(c) is hereinafter referred to as the “Termination Compensation.” The amount of the Termination Compensation shall be determined, at the expense of the Employer, by its regular outside certified public accountants. If a Change in Control has occurred before all of the Annual Equity Awards provided in Section 3(g) have been granted to the Employee, the Employer’s obligation to make any such award or awards shall be satisfied in full by payment of the amount to be paid in lieu thereof pursuant to Section 9(c)(ii). Upon payment of the Termination Compensation and any other accrued compensation, this Agreement shall terminate (except for the Employee’s obligations pursuant to Sections 10, 11, 12, 13 and 14 hereof and the continuing obligations to provide the benefits set forth in clauses (ii) — (v) of this Section 9(c) in accordance with the terms thereof) and be of no further force or effect.

Termination of Employment Upon Change in Control. (a) a. For purposes hereof, a "“Change in Control" ” shall be deemed to have occurred (i) if if: i. there has occurred a "“change in control" ” as such term is used in Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as in effect at as of the date hereof (hereinafter referred to as the "“1934 Act"”); (; ii) . if there has occurred a change in control “control” as the term "“control" ” is defined in Rule 12b-2 promulgated under the 1934 Act; (; iii) . when any "person" person (as such term is defined in Sections 3 (a) (9Section 3(a)(9) and 13 (d) (313(d)(3) of the 1934 Act, a “Person”), during the term of this AgreementTerm, becomes a beneficial owner, directly or indirectly, of securities of the Employer representing 20% or more of the Employer's ’s then outstanding securities having the right to vote on the election of directorsdirectors if such person did not have 20% or more of the Employer’s then outstanding securities at the commencement of the Term; (or if a Person having more than 20% of the Employer’s then outstanding securities increases his or its holdings by more than 15% of the Employer’s then outstanding securities during the Term; iv) . if the stockholders of the Employer approve a plan of complete liquidation or dissolution of the Employer Employer, or a merger or consolidation (a) in which the voting securities of the Employer is outstanding immediately prior thereto do not represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation; (ventity) if there has occurred a change in ownership or effective control at least 50.1% of the combined voting securities of the Employer or such surviving entity outstanding immediately after such merger or consolidation or (b) in which no Person acquires 30% or more of the combined voting power of the Employer’s then outstanding securities; or v. if during any period of twenty-four (24) consecutive months (not including any period prior to the date of this Agreement), individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the Employer to effect a transaction described in paragraphs i, ii or iii of this section 9(a)) whose election by the Board or nomination for election by the stockholders of the Employer was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved by the stockholders, cease for any reason to constitute a majority thereof; provided, however, in no event shall any mere action (other than sales or purchases of the Employer’s outstanding securities) by Xxxxxxx XxXxxxxx and the Employer be deemed to be a Change in Control; provided, however, that the Spin-off alone shall not be deemed to be a Change in Control transaction with respect to the Employer or Bentley. b. The Employee may terminate his employment at any time within 12 months after a Change in Control if during such 12-month period any of the following events has occurred: i. A material diminution of the Employee’s authority, duties, or responsibilities, ii. a material breach of Employer’s obligations pursuant to this Agreement; iii. the Employer requires Employee to move Employee’s primary place of employment to a location more than 30 miles from Employer’s primary place of business before the Change in Control (other than temporary relocation or business travel in the ordinary course); or iv. a material diminution in the Employee’s Monthly Base Salary without the prior written consent of the Employee; provided that in the case of clause i. through iv. such event or condition continues uncured for 30 days after Employee gives Employer notice of such event or condition within 90 days of its initial existence. For the avoidance of doubt, the parties hereby confirm that the change in the ownership of a substantial portion nature of the assets business for which Employee is responsible as a result of becoming Chief Science Officer and Senior Vice President of Research and Development of the Employer shall not be deemed to be a material diminution of the Employee’s authority, duties, or responsibilities, whether or not he continues for any period of time after the Spin-off to provide services to Bentley under a transition services agreement between Bentley and CPEX and whether or not such agreement is terminated or expires by its terms. An election by the Employee to terminate his employment following a Change in Control for any of the reasons set forth above shall not be deemed a voluntary termination of employment by the Employee for the purpose of interpreting the provisions of this Agreement or any of the Employer’s employee benefit plans and arrangements. The Employee’s continued employment with the Employer for any period of time during the Term of this Agreement after a Change in Control shall not be considered a waiver of any right he may have to terminate his employment to the extent permitted under this Section 9(b). If the Employer terminates the Employee without cause pursuant to Section 8(a) hereof within twelve (12) months after a Change in Control has occurred, such termination shall be deemed an election by the Employee to terminate his employment pursuant to this Section 9(b) and Employee shall have the right to the compensation set forth in Section 9(c) instead of the compensation set forth in Section 8(a). In addition, in the event of such termination, the Employee shall continue to have the obligations provided for in Sections 11 and 12 hereof. c. If the Employee’s employment with the Employer is terminated under Section 9(b) hereof, i. the Employee shall be paid in a lump sum, in cash, within thirty (30) days after termination of employment or such later date on which the meaning of revocation period for the release contemplated by Section 280G (b) 18 expires, severance pay in an amount equal to two (2) times (A) the average of his aggregate annual compensation paid by his current Employer during the two prior calendar years (including base salary and bonuses, if any) or (B) if he has not been so employed for two full prior calendar years, twelve (12) times his Monthly Base Salary immediately before the Change in Control plus the greater of (X) his most recent bonus, if any, paid by his current Employer before the Change in Control and (Y) his target bonus most recently determined by his current Employer before the Change in Control; provided, however, that the obligation under this clause (i) shall terminate if such release has not been delivered within sixty (60) days after such termination;. ii. all stock options and other Equity Awards under the Plan held by the Employee immediately prior to the effective date of the Change in Control shall immediately vest and become fully exercisable for the period of time indicated in the terms of the option or other Equity Award; iii. health benefits as provided in Section 3(c) shall continue for up to two years from the date of termination, including reimbursement of COBRA payments to the extent no longer covered under the Employer’s plans; provided, however, that any such reimbursements under this clause (iv) shall be made within 10 business days of payment by the Employee and such benefits will be subject to mitigation to the extent of comparable benefits at a new job; and iv. life insurance benefits may be continued for up to two years from the date of termination at the option of the Employee and at the Employer’s expense; The lump sum severance payment described in clause (i) of this Section 9(c) is hereinafter referred to as the “Termination Compensation.” The amount of the Termination Compensation shall be determined, at the expense of the Employer, by its regular outside certified public accountants. Upon payment of the Termination Compensation and any other accrued compensation, this Agreement shall terminate (except for the Employee’s obligations pursuant to Sections 10, 11, 12, 13 and 14 hereof and the continuing obligations to provide the benefits set forth in clauses (ii) — (iv) of this Section 9(c) in accordance with the terms thereof) and be of no further force or effect. d. After a Change in Control has occurred, the Employer shall honor the Employee’s exercise of the Employee’s outstanding stock options and any other Equity Awards in accordance with the terms thereof and this Employment Agreement. After a Change in Control has occurred and the Employee’s employment is terminated as a result thereof, the Employee (or his designated beneficiary or personal representative(s) shall also receive, except to the extent already paid pursuant to Section 9(c)(i) hereof or otherwise, the sums the Employee would otherwise have received (whether under this Agreement, by law or otherwise) by reason of termination of employment as if a Change in Control had not occurred. e. The Employee shall not be required to mitigate the payment of the Termination Compensation or other benefits or payments by seeking other employment. To the extent that the Employee shall, after the Term of this Agreement, receive compensation from any other employment, the payment of Termination Compensation or other benefits or payments shall not be adjusted (except as set forth in Section 9(c)(iii)). f. Notwithstanding any provision in this Agreement to the contrary, if the payment of any compensation or benefit hereunder (including, without limitation, any severance benefit) would be subject to additional taxes and interest under Section 409A of the Internal Revenue Code of 1986, as amended (the "“Code")); or (vi”) when because the individuals who are members timing of such payment is not delayed as provided in Section 409A(a)(2)(B) of the Board of Directors Code, then any such payment or benefit that the Employee would otherwise be entitled to during the first six months following the date of the Employer Employee’s termination of employment shall be accumulated and paid or provided, as applicable, on the date hereof shall cease to constitute at least a majority that is six months and one day after the date of the Board Employee’s termination of Directorsemployment (or if such date does not fall on a business day of the Employer, PROVIDEDthe next following business day of the Employer), HOWEVER, that any new director whose election or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to such additional taxes and interest. The preceding sentence shall apply only to the Board extent required to avoid the Employee’s incurrence of Directors any additional tax or nomination for election to the Board of Directors by the Employer's stockholders was approved by a vote of at least 50% interest under Section 409A of the directors then still in office, shall not be deemed to have replaced his Code or her predecessorthe regulations or Treasury guidance promulgated thereunder.

Termination of Employment Upon Change in Control. (a) a. For purposes hereof, a "“Change in Control" ” shall be deemed to have occurred (i) if if: i. there has occurred a "“change in control" ” as such term is used in Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as in effect at as of the date hereof (hereinafter referred to as the "“1934 Act"”); (; ii) . if there has occurred a change in control “control” as the term "“control" ” is defined in Rule 12b-2 promulgated under the 1934 Act; (; iii) . when any "person" person (as such term is defined in Sections 3 (a) (9Section 3(a)(9) and 13 (d) (313(d)(3) of the 1934 Act, a “Person”), during the term of this AgreementTerm, becomes a beneficial owner, directly or indirectly, of securities of the Employer representing 20% or more of the Employer's ’s then outstanding securities having the right to vote on the election of directorsdirectors if such person did not have 20% or more of the Employer’s then outstanding securities at the commencement of the Term; (or if a Person having more than 20% of the Employer’s then outstanding securities increases his or its holdings by more than 15% of the Employer’s then outstanding securities during the Term; iv) . if the stockholders of the Employer approve a plan of complete liquidation or dissolution of the Employer Employer, or a merger or consolidation (a) in which the voting securities of the Employer is outstanding immediately prior thereto do not represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation; (ventity) if there has occurred a change in ownership or effective control at least 50.1% of the combined voting securities of the Employer or a change in the ownership of a substantial portion of the assets of the Employer (within the meaning of Section 280G such surviving entity outstanding immediately after such merger or consolidation or (b) (2) (A) in which no Person acquires 30% or more of the Internal Revenue Code combined voting power of 1986the Employer’s then outstanding securities; or v. if during any period of twenty-four (24) consecutive months (not including any period prior to the date of this Agreement), as amended (the "Code")); or (vi) when the individuals who are members at the beginning of such period constitute the Board of Directors of the Employer on the date hereof shall cease to constitute at least a majority of the Board of Directors, PROVIDED, HOWEVER, that and any new director (other than a director designated by a person who has entered into an agreement with the Employer to effect a transaction described in paragraphs i, ii or iii of this section 9(a)) whose election to by the Board of Directors or nomination for election to the Board of Directors by the Employer's stockholders of the Employer was approved by a vote of at least 50% two-thirds (2/3) of the directors then still in officeoffice who either were directors at the beginning of such period or whose election or nomination for election was previously so approved by the stockholders, cease for any reason to constitute a majority thereof; provided, however, in no event shall any mere action (other than sales or purchases of the Employer’s outstanding securities) by Xxxxxxx XxXxxxxx and the Employer be deemed to be a Change in Control. b. The Employee may terminate his employment at any time within 12 months after a Change in Control and any of the following events has occurred: i. an assignment to the Employee of any duties inconsistent with the status of the Employee’s office and/or position with the Employer as constituted immediately prior to the Change in Control or a material adverse change in the nature or scope of the Employee’s authority, power, functions or duties as constituted immediately prior to the Change in Control, ii. a failure by the Employer, after having received written notice from the Employee specifying a material breach of its obligations pursuant to this Agreement, to cure such breach within 30 days after receipt of such notice; iii. the Employer requires Employee to move Employee’s primary place of employment to a location more than 30 miles from Employer’s primary place of business before the Change in Control (other than temporary relocation or business travel in the ordinary course); or iv. the Employer reduces the Employee’s Base Salary without the prior written consent of the Employee. An election by the Employee to terminate his employment following a Change in Control shall not be deemed a voluntary termination of employment by the Employee for the purpose of interpreting the provisions of this Agreement or any of the Employer’s employee benefit plans and arrangements. The Employee’s continued employment with the Employer for any period of time during the Term of this Agreement after a Change in Control shall not be considered a waiver of any right he may have to terminate his employment to the extent permitted under this Section 9(b). If the Employer terminates the Employee without cause pursuant to Section 8(a) hereof within 12 months after a Change in Control has occurred, such termination shall be deemed an election by the Employee to terminate his employment pursuant to this Section 9(b) and Employee shall have the right to the compensation set forth in Section 9(c) instead of the compensation set forth in Section 8(a). In addition, in the event of such termination, the Employee shall continue to have replaced the obligations provided for in Sections 11 and 12 hereof. c. If the Employee’s employment with the Employer is terminated under Section 9(b) hereof, i. the Employee shall be paid in a lump sum, 185 days after termination of employment, in cash, severance pay in an amount equal to two times (2x) the average of his aggregate cash compensation paid during the two prior calendar years (consisting of annual Base Salary and bonuses, if any). ii. all stock options and other Plan Awards under the Plan held by the Employee immediately prior to the effective date of the Change in Control shall immediately vest and become fully exercisable forthe period of time indicated in the option contract; iii. health benefits as provided in Section 3(c) shall continue for up to two years from the date of termination, including reimbursement of COBRA payments to the extent no longer covered under the Employer’s plans; provided, however, that benefits will be subject to mitigation to the extent of comparable benefits at a new job; and iv. life insurance benefits may be continued for up to two years from the date of termination at the option of the Employee and at the Employee’s expense. The lump sum severance payment described in clause (i) of this Section 9(c) is hereinafter referred to as the “Termination Compensation.” The amount of the Termination Compensation shall be determined, at the expense of the Employer, by its regular outside certified public accountants. Upon payment of the Termination Compensation and any other accrued compensation, this Agreement shall terminate (except for the Employee’s obligations pursuant to Sections 10, 11, 12, 13 and 14 hereof and the continuing obligations to provide the benefits set forth in clauses (ii) – (iv) of this Section 9(c) in accordance with the terms thereof) and be of no further force or her predecessoreffect. d. After a Change in Control has occurred, the Employer shall honor the Employee’s exercise of the Employee’s outstanding stock options and any other Plan Awards, in accordance with this Employment Agreement. After a Change in Control has occurred and the Employee’s employment is terminated as a result thereof, the Employee (or his designated beneficiary or personal representative(s) shall also receive, except to the extent already paid pursuant to Section 9(c)(i) hereof or otherwise, the sums the Employee would otherwise have received (whether under this Agreement, by law or otherwise) by reason of termination of employment as if a Change in Control had not occurred. e. The Employee shall not be required to mitigate the payment of the Termination Compensation or other benefits or payments by seeking other employment. To the extent that the Employee shall, after the Term of this Agreement, receive compensation from any other employment, the payment of Termination Compensation or other benefits or payments shall not be adjusted (except as set forth in Section 9(c)(iii)).

Termination of Employment Upon Change in Control. (a) a. For purposes hereof, a "“Change in Control" ” shall be deemed to have occurred (i) if if: i. there has occurred a "“change in control" ” as such term is used in Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as in effect at as of the date hereof (hereinafter referred to as the "“1934 Act"”); (; ii) . if there has occurred a change in control “control” as the term "“control" ” is defined in Rule 12b-2 promulgated under the 1934 Act; (; iii) . when any "person" person (as such term is defined in Sections 3 (a) (9Section 3(a)(9) and 13 (d) (313(d)(3) of the 1934 Act, a “Person”), during the term of this AgreementTerm, becomes a beneficial owner, directly or indirectly, of securities of the Employer representing 20% or more of the Employer's ’s then outstanding securities having the right to vote on the election of directorsdirectors if such person did not have 20% or more of the Employer’s then outstanding securities at the commencement of the Term; (or if a Person having more than 20% of the Employer’s then outstanding securities increases his or its holdings by more than 15% of the Employer’s then outstanding securities during the Term; iv) . if the stockholders of the Employer approve a plan of complete liquidation or dissolution of the Employer Employer, or a merger or consolidation (a) in which the voting securities of the Employer is outstanding immediately prior thereto do not represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation; (ventity) if there has occurred a change in ownership or effective control at least 50.1% of the combined voting securities of the Employer or a change in the ownership of a substantial portion of the assets of the Employer (within the meaning of Section 280G such surviving entity outstanding immediately after such merger or consolidation or (b) (2) (A) in which no Person acquires 30% or more of the Internal Revenue Code combined voting power of 1986the Employer’s then outstanding securities; or v. if during any period of twenty-four (24) consecutive months (not including any period prior to the date of this Agreement), as amended (the "Code")); or (vi) when the individuals who are members at the beginning of such period constitute the Board of Directors of the Employer on the date hereof shall cease to constitute at least a majority of the Board of Directors, PROVIDED, HOWEVER, that and any new director (other than a director designated by a person who has entered into an agreement with the Employer to effect a transaction described in paragraphs i, ii or iii of this section 9(a)) whose election to by the Board of Directors or nomination for election to the Board of Directors by the Employer's stockholders of the Employer was approved by a vote of at least 50% two-thirds (2/3) of the directors then still in officeoffice who either were directors at the beginning of such period or whose election or nomination for election was previously so approved by the stockholders, cease for any reason to constitute a majority thereof; provided, however, in no event shall any mere action (other than sales or purchases of the Employer’s outstanding securities) by Xxxxxxx XxXxxxxx and the Employer be deemed to be a Change in Control. b. The Employee may terminate his employment at any time within 12 months after a Change in Control and any of the following events has occurred: i. an assignment to the Employee of any duties inconsistent with the status of the Employee’s office and/or position with the Employer as constituted immediately prior to the Change in Control or a significant adverse change in the nature or scope of the Employee’s authority, power, compensation, functions or duties as constituted immediately prior to the Change in Control, ii. a failure by the Employer, after having received written notice from the Employee specifying a material breach of its obligations pursuant to this Agreement, to cure such breach within 30 days after receipt of such notice; or iii. the Employer requires Employee to move Employee’s primary place of employment to a location more than 30 miles from Employer’s primary place of business before the Change in Control (other than temporary relocation or business travel in the ordinary course). An election by the Employee to terminate his employment following a Change in Control shall not be deemed a voluntary termination of employment by the Employee for the purpose of interpreting the provisions of this Agreement or any of the Employer’s employee benefit plans and arrangements. The Employee’s continued employment with the Employer for any period of time during the Term of this Agreement after a Change in Control shall not be considered a waiver of any right he may have to terminate his employment to the extent permitted under this Section 9(b). If the Employer terminates the Employee without cause pursuant to Section 8(a) hereof within 12 months after a Change in Control has occurred, such termination shall be deemed an election by the Employee to terminate his employment pursuant to this Section 9(b) and Employee shall have the right to the compensation set forth in Section 9(c) instead of the compensation set forth in Section 8(a). In addition, in the event of such termination, the Employee shall continue to have replaced the obligations provided for in Sections 11 and 12 hereof. c. If the Employee’s employment with the Employer is terminated under Section 9(b) hereof, i. the Employee shall be paid in a lump sum, within 30 days after termination of employment, in cash, severance pay in an amount equal to two times (2x) the average of his aggregate cash compensation paid during the two prior calendar years (consisting of annual Base Salary and bonuses, if any). ii. If any of the Annual Equity Awards contemplated by Section 3(g) have not yet been granted because the Change in Control occurred before the grant of the Annual Equity Award would have otherwise occurred, the Employee shall also be paid in connection with payment of the lump sum an amount equal to: (1) the dollar amount, if any, that remains after subtracting the exercise price of the most recent Annual Equity Award made to the Employee (or her predecessorif none has occurred, the Initial Option) from the fair market value of the Employer’s common stock as of the date of the Change in Control (or, if the Change in Control occurs in connection with an acquisition or other transaction in which all outstanding Awards granted to Employer’s employees under the Plan are terminated if not exercised pursuant to their terms, the consideration per share of the Employer’s common stock delivered for each share of common stock underlying such outstanding Awards, multiplied by (2) the remainder of (A) 200,000 (or, if the Follow-On Option Award has not been granted before the Change in Control, 350,000), less (C) the number of shares of Employer’s common stock that are subject to Annual Equity Awards granted to the Employee before the Change in Control (which amount shall be subject to equitable adjustment for any equitable adjustments in the number of shares subject to Annual Equity Awards previously made in accordance with Section 3(g)); iii. all stock options and other equity Awards under the Plan held by the Employee immediately prior to the effective date of the Change in Control shall immediately vest and become fully exercisable for the period of time indicated in the option contract; iv. health benefits as provided in Section 3(c) shall continue for up to two years from the date of termination, including reimbursement of COBRA payments to the extent no longer covered under the Employer’s plans; provided, however, that benefits will be subject to mitigation to the extent of comparable benefits at a new job; and v. life insurance benefits may be continued for up to two years from the date of termination at the option of the Employee and at the Employee’s expense. The lump sum severance payment described in clause (i), and any additional amount described in clause (ii) of this Section 9(c) are hereinafter referred to collectively as the “Termination Compensation.” The amount of the Termination Compensation shall be determined, at the expense of the Employer, by its regular outside certified public accountants. If a Change in Control has occurred before the Follow-On Option Award and all of the Annual Equity Awards provided in Section 3(g) have been granted to the Employee, the Employer’s obligation to make any such award or awards shall be satisfied in full by payment of the amount to be paid in lieu thereof pursuant to Section 9(c)(ii). Upon payment of the Termination Compensation and any other accrued compensation, this Agreement shall terminate (except for the Employee’s obligations pursuant to Sections 10, 11, 12, 13 and 14 hereof and the continuing obligations to provide the benefits set forth in clauses (ii) – (v) of this Section 9(c) in accordance with the terms thereof) and be of no further force or effect.

Termination of Employment Upon Change in Control. (a) a. For purposes hereof, a "“Change in Control" ” shall be deemed to have occurred (i) if if: i. there has occurred a "“change in control" ” as such term is used in Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as in effect at as of the date hereof (hereinafter referred to as the "“1934 Act"”); (; ii) . if there has occurred a change in control “control” as the term "“control" ” is defined in Rule 12b-2 promulgated under the 1934 Act; (; iii) . when any "person" person (as such term is defined in Sections 3 (a) (9Section 3(a)(9) and 13 (d) (313(d)(3) of the 1934 Act, a “Person”), during the term of this AgreementTerm, becomes a beneficial owner, directly or indirectly, of securities of the Employer representing 20% or more of the Employer's ’s then outstanding securities having the right to vote on the election of directorsdirectors if such person did not have 20% or more of the Employer’s then outstanding securities at the commencement of the Term; (or if a Person having more than 20% of the Employer’s then outstanding securities increases his or its holdings by more than 15% of the Employer’s then outstanding securities during the Term; iv) . if the stockholders of the Employer approve a plan of complete liquidation or dissolution of the Employer Employer, or a merger or consolidation (a) in which the voting securities of the Employer is outstanding immediately prior thereto do not represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation; (ventity) if there has occurred a change in ownership or effective control at least 50.1% of the combined voting securities of the Employer or a change such surviving entity outstanding immediately after such merger or consolidation or (b) in the ownership of a substantial portion which no Person acquires 30% or more of the assets combined voting power of the Employer’s then outstanding securities; or v. if during any period of twenty-four (24) consecutive months (not including any period prior to the date of this Agreement), individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the Employer to effect a transaction described in paragraphs i, ii or iii of this section 9(a)) whose election by the Board or nomination for election by the stockholders of the Employer was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved by the stockholders, cease for any reason to constitute a majority thereof; provided, however, in no event shall any mere action (other than sales or purchases of the Employer’s outstanding securities) by Xxxxxxx XxXxxxxx and the Employer be deemed to be a Change in Control. b. The Employee may terminate his employment at any time within 12 months after a Change in Control if during such 12-month period any of the meaning following events has occurred: i. A material diminution of the Employee’s authority, duties, or responsibilities; ii. a material breach of Employer’s obligations pursuant to this Agreement; iii. the Employer requires Employee to move Employee’s primary place of employment to a location more than 30 miles from Employer’s primary place of business before the Change in Control (other than temporary relocation or business travel in the ordinary course); or iv. a material diminution in the Employee’s Monthly Base Salary without the prior written consent of the Employee; provided that in the case of clause i. through iv. such event or condition continues uncured for 30 days after Employee gives Employer notice of such event or condition within 90 days of its initial existence. An election by the Employee to terminate his employment following a Change in Control for any of the reasons set forth above shall not be deemed a voluntary termination of employment by the Employee for the purpose of interpreting the provisions of this Agreement or any of the Employer’s employee benefit plans and arrangements. The Employee’s continued employment with the Employer for any period of time during the Term of this Agreement after a Change in Control shall not be considered a waiver of any right he may have to terminate his employment to the extent permitted under this Section 280G 9(b). If the Employer terminates the Employee without cause pursuant to Section 8(a) hereof within twelve (b12) months after a Change in Control has occurred, such termination shall be deemed an election by the Employee to terminate his employment pursuant to this Section 9(b) and Employee shall have the right to the compensation set forth in Section 9(c) instead of the compensation set forth in Section 8(a). In addition, in the event of such termination, the Employee shall continue to have the obligations provided for in Sections 11 and 12 hereof. c. If the Employee’s employment with the Employer is terminated under Section 9(b) hereof, i. the Employee shall be paid in a lump sum, in cash, within thirty (30) days after termination of employment or such later date on which the revocation period for the separation agreement contemplated by Section 18 expires, severance pay in an amount equal to two (2) times (A) the average of his aggregate annual compensation paid by his current Employer during the two prior calendar years (including base salary and bonuses, if any) or (B) if he has not been so employed for two full prior calendar years, twelve (12) times his Monthly Base Salary immediately before the Change in Control plus the greater of (X) his most recent bonus, if any, paid by his current Employer before the Change in Control and (Y) his target bonus most recently determined by his current Employer before the Change in Control; provided, however, that the obligation under this clause (i) shall terminate if such separation agreement has not been delivered within sixty (60) days after such termination;. ii. all stock options and other Equity Awards under the Plan held by the Employee immediately prior to the effective date of the Change in Control shall immediately vest and become fully exercisable for the period of time indicated in the terms of the option or other Equity Award; iii. health benefits as provided in Section 3(c) shall continue for up to two years from the date of termination, including reimbursement of COBRA payments, or New Hampshire State Continuation of Benefits payments, as applicable, to the extent no longer covered under the Employer’s plans; provided, however, that any such reimbursements under this clause (iv) shall be made within 10 business days of payment by the Employee and such benefits will be subject to mitigation to the extent of comparable benefits at a new job; and iv. life insurance benefits may be continued for up to two years from the date of termination at the option of the Employee and at the Employer’s expense; The lump sum severance payment described in clause (i) of this Section 9(c) is hereinafter referred to as the “Termination Compensation.” The amount of the Termination Compensation shall be determined, at the expense of the Employer, by its regular outside certified public accountants. Upon payment of the Termination Compensation and any other accrued compensation, this Agreement shall terminate (except for the Employee’s obligations pursuant to Sections 10, 11, 12, 13 and 14 hereof and the continuing obligations to provide the benefits set forth in clauses (ii) — (iv) of this Section 9(c) in accordance with the terms thereof) and be of no further force or effect. d. After a Change in Control has occurred, the Employer shall honor the Employee’s exercise of the Employee’s outstanding stock options and any other Equity Awards in accordance with the terms thereof and this Employment Agreement. After a Change in Control has occurred and the Employee’s employment is terminated as a result thereof, the Employee (or his designated beneficiary or personal representative(s) shall also receive, except to the extent already paid pursuant to Section 9(c)(i) hereof or otherwise, the sums the Employee would otherwise have received (whether under this Agreement, by law or otherwise) by reason of termination of employment as if a Change in Control had not occurred. e. The Employee shall not be required to mitigate the payment of the Termination Compensation or other benefits or payments by seeking other employment. To the extent that the Employee shall, after the Term of this Agreement, receive compensation from any other employment, the payment of Termination Compensation or other benefits or payments shall not be adjusted (except as set forth in Section 9(c)(iii)). f. Notwithstanding any provision in this Agreement to the contrary, if the payment of any compensation or benefit hereunder (including, without limitation, any severance benefit) would be subject to additional taxes and interest under Section 409A of the Internal Revenue Code of 1986, as amended (the "“Code")); or (vi”) when because the individuals who are members timing of such payment is not delayed as provided in Section 409A(a)(2)(B) of the Board of Directors Code, then any such payment or benefit that the Employee would otherwise be entitled to during the first six months following the date of the Employer Employee’s termination of employment shall be accumulated and paid or provided, as applicable, on the date hereof shall cease to constitute at least a majority that is six months and one day after the date of the Board Employee’s termination of Directorsemployment (or if such date does not fall on a business day of the Employer, PROVIDEDthe next following business day of the Employer), HOWEVER, that any new director whose election or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to such additional taxes and interest. The preceding sentence shall apply only to the Board extent required to avoid the Employee’s incurrence of Directors any additional tax or nomination for election to the Board of Directors by the Employer's stockholders was approved by a vote of at least 50% interest under Section 409A of the directors then still in office, shall not be deemed to have replaced his Code or her predecessorthe regulations or Treasury guidance promulgated thereunder.

Termination of Employment Upon Change in Control. (a) For purposes hereof, a "Change in Control" shall be deemed to have occurred if: (i) if there has occurred a "change in control" as such term is used in Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as in effect at as the date hereof (hereinafter referred to as the "Act"); (ii) if there has occurred a change Change in control Control as the term "controlControl" is defined in Rule 12b-2 promulgated under the Act; (iii) when any "person" (as such term is defined in Sections 3 (a) (9Section 3(a)(9) and 13 (d) (3d)(3) of the Act), during the term of this Agreement, becomes a beneficial owner, directly or indirectly, of securities of the Employer representing 20% or more of the Employer's then outstanding securities having the right to vote on the election of directors; (iv) if the stockholders of the Employer approve a plan of complete liquidation or dissolution of the Employer or a merger or consolidation in which the Employer is not the surviving corporation; (v) if there has occurred a change in ownership or of effective control of the Employer or a change in the ownership of a substantial portion of the assets of the Employer (within the meaning of Section 280G (b) (2) (A280G(b)(2)(a) of the Internal Revenue Code of 1986, as amended (the "Code")); or (vi) when the individuals who are members of the Board of Directors of the Employer on the date hereof shall cease to constitute at least a majority of the Board of DirectorsDirectors of the Employer, PROVIDEDprovided, HOWEVERhowever, that any new director whose election to the Board of Directors or nomination for election to the Board of Directors by the Employer's stockholders was approved by a vote of at least 50% of the directors then still in office, shall not be deemed to have replaced his or her predecessor.

Termination of Employment Upon Change in Control. (a) For purposes hereof, a "Change in Control" shall be deemed to have occurred if: (i) if there has occurred a "change in control" as such term is used in Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as in effect at as the date hereof (hereinafter referred to as the "Act"); (ii) if there has occurred a change Change in control Control as the term "controlControl" is defined in Rule 12b-2 promulgated under the Act; (iii) when any "person" (as such term is defined in Sections 3 Section3 (a) (9) and 13 (d) (3) of the Act), during the term Term of this Agreement, becomes a beneficial owner, directly or indirectly, of securities of the Employer representing 20% or more of the Employer's then outstanding securities having the right to vote on the election of directors; (iv) if the stockholders of the Employer approve a plan of complete liquidation or dissolution of the Employer or a merger or consolidation in which the Employer is not the surviving corporation; (v) if there has occurred a change in ownership or of effective control of the Employer or a change in the ownership of a substantial portion of the assets of the Employer (within the meaning of Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended (the "Code")); or (vi) when the individuals who are members of the Board of Directors of the Employer on the date hereof shall cease to constitute at least a majority of the Board of DirectorsDirectors of the Employer, PROVIDEDprovided, HOWEVERhowever, that any new director whose election to the Board of Directors or nomination for election to the Board of Directors by the Employer's stockholders was approved by a vote of at least 50% of the directors then still in office, shall not be deemed to have replaced his or her predecessor.

Termination of Employment Upon Change in Control. (a) For purposes hereof, a "Change in Control" shall be deemed to have occurred (i) if there has occurred a "change in control" as such term is used in Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as in effect at the date hereof (hereinafter referred to as the "Act"); (ii) if there has occurred a change in control as the term "control" is defined in Rule 12b-2 12 b-2 promulgated under the Act; (iii) when any "person" (as such term is defined in Sections 3 (a) (9) and 13 (d) (3) of the Act), during the term of this AgreementTerm, becomes a beneficial owner, directly or indirectly, of securities of the Employer representing 20% or more of the Employer's then outstanding securities having the right to vote on the election of directors; (iv) if the stockholders of the Employer approve a plan of complete liquidation or dissolution of the Employer or a merger or consolidation in which the Employer is not the surviving corporation; (v) if there has occurred a change in ownership or effective control of the Employer or a change in the ownership of a substantial portion of the assets of the Employer (within the meaning of Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended (the "Code")); or (vi) when the individuals who are members of the Board of Directors of the Employer on the date hereof shall cease to constitute at least a majority of the Board of DirectorsBoard; provided, PROVIDED, HOWEVERhowever, that any new director whose election to the Board of Directors or nomination for election to the Board of Directors by the Employer's stockholders was approved by a vote of at least 50% of the directors then still in office, shall not be deemed to have replaced his or her predecessor.

Termination of Employment Upon Change in Control. (a) a. For purposes hereof, a "“Change in Control" ” shall be deemed to have occurred (i) if if: i. there has occurred a "“change in control" ” as such term is used in Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as in effect at as of the date hereof (hereinafter referred to as the "“1934 Act"”); (; ii) . if there has occurred a change in control “control” as the term "“control" ” is defined in Rule 12b-2 promulgated under the 1934 Act; (; iii) . when any "person" person (as such term is defined in Sections 3 (a) (9Section 3(a)(9) and 13 (d) (313(d)(3) of the 1934 Act, a “Person”), during the term of this AgreementTerm, becomes a beneficial owner, directly or indirectly, of securities of the Employer representing 20% or more of the Employer's ’s then outstanding securities having the right to vote on the election of directorsdirectors if such person did not have 20% or more of the Employer’s then outstanding securities at the commencement of the Term; (or if a Person having more than 20% of the Employer’s then outstanding securities increases his or its holdings by more than 15% of the Employer’s then outstanding securities during the Term; iv) . if the stockholders of the Employer approve a plan of complete liquidation or dissolution of the Employer Employer, or a merger or consolidation (a) in which the voting securities of the Employer is outstanding immediately prior thereto do not represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation; (ventity) if there has occurred a change in ownership or effective control at least 50.1% of the combined voting securities of the Employer or a change in the ownership of a substantial portion of the assets of the Employer (within the meaning of Section 280G such surviving entity outstanding immediately after such merger or consolidation or (b) (2) (A) in which no Person acquires 30% or more of the Internal Revenue Code combined voting power of 1986the Employer’s then outstanding securities; or v. if during any period of twenty-four (24) consecutive months (not including any period prior to the date of this Agreement), as amended (the "Code")); or (vi) when the individuals who are members at the beginning of such period constitute the Board of Directors of the Employer on the date hereof shall cease to constitute at least a majority of the Board of Directors, PROVIDED, HOWEVER, that and any new director (other than a director designated by a person who has entered into an agreement with the Employer to effect a transaction described in paragraphs i, ii or iii of this section 9(a)) whose election to by the Board of Directors or nomination for election to the Board of Directors by the Employer's stockholders of the Employer was approved by a vote of at least 50% two-thirds (2/3) of the directors then still in officeoffice who either were directors at the beginning of such period or whose election or nomination for election was previously so approved by the stockholders, cease for any reason to constitute a majority thereof; provided, however, in no event shall any mere action (other than sales or purchases of the Employer’s outstanding securities) by Mxxxxxx XxXxxxxx and the Employer be deemed to be a Change in Control. b. The Employee may terminate his employment at any time within 12 months after a Change in Control and any of the following events has occurred: i. A material diminution of the Employee’s authority, duties, or responsibilities, ii. a material breach of Employer’s obligations pursuant to this Agreement; iii. the Employer requires Employee to move Employee’s primary place of employment to a location more than 30 miles from Employer’s primary place of business before the Change in Control (other than temporary relocation or business travel in the ordinary course); or iv. a material diminution in the Employee’s Monthly Base Salary without the prior written consent of the Employee; provided that in the case of clause i. through iv. such event or condition continues uncured for 30 days after Employee gives Employer notice of such event or condition within 90 days of its initial existence. An election by the Employee to terminate his employment following a Change in Control for any of the reasons set forth above shall not be deemed a voluntary termination of employment by the Employee for the purpose of interpreting the provisions of this Agreement or any of the Employer’s employee benefit plans and arrangements. The Employee’s continued employment with the Employer for any period of time during the Term of this Agreement after a Change in Control shall not be considered a waiver of any right he may have to terminate his employment to the extent permitted under this Section 9(b). If the Employer terminates the Employee without cause pursuant to Section 8(a) hereof within twelve (12) months after a Change in Control has occurred, such termination shall be deemed an election by the Employee to terminate his employment pursuant to this Section 9(b) and Employee shall have the right to the compensation set forth in Section 9(c) instead of the compensation set forth in Section 8(a). In addition, in the event of such termination, the Employee shall continue to have replaced the obligations provided for in Sections 11 and 12 hereof. c. If the Employee’s employment with the Employer is terminated under Section 9(b) hereof, i. the Employee shall be paid in a lump sum, within 30 days of termination of employment, in cash, severance pay in an amount equal to (a) twenty-four (24) times his Monthly Base Salary plus (b) two (2) times the average of his bonuses (if any) paid to him for the two prior calendar years; ii. all stock options and other Equity Awards under the Plan held by the Employee immediately prior to the effective date of the Change in Control shall immediately vest and become fully exercisable for the period of time indicated in the terms of the option or her predecessorother Equity Award; iii. health benefits as provided in Section 3(c) shall continue for up to two years from the date of termination, including reimbursement of COBRA payments to the extent no longer covered under the Employer’s plans; provided, however, that benefits will be subject to mitigation to the extent of comparable benefits at a new job; and iv. life insurance benefits may be continued for up to two years from the date of termination at the option of the Employee and at the Employer’s expense. The lump sum severance payment described in clause (i) of this Section 9(c) is hereinafter referred to as the “Termination Compensation.” The amount of the Termination Compensation shall be determined, at the expense of the Employer, by its regular outside certified public accountants. Upon payment of the Termination Compensation and any other accrued compensation, this Agreement shall terminate (except for the Employee’s obligations pursuant to Sections 10, 11, 12, 13 and 14 hereof and the continuing obligations to provide the benefits set forth in clauses (ii) – (iv) of this Section 9(c) in accordance with the terms thereof) and be of no further force or effect. d. After a Change in Control has occurred, the Employer shall honor the Employee’s exercise of the Employee’s outstanding stock options and any other Equity Awards in accordance with the terms thereof and this Employment Agreement. After a Change in Control has occurred and the Employee’s employment is terminated as a result thereof, the Employee (or his designated beneficiary or personal representative(s) shall also receive, except to the extent already paid pursuant to Section 9(c)(i) hereof or otherwise, the sums the Employee would otherwise have received (whether under this Agreement, by law or otherwise) by reason of termination of employment as if a Change in Control had not occurred. e. The Employee shall not be required to mitigate the payment of the Termination Compensation or other benefits or payments by seeking other employment. To the extent that the Employee shall, after the Term of this Agreement, receive compensation from any other employment, the payment of Termination Compensation or other benefits or payments shall not be adjusted (except as set forth in Section 9(c)(iii)).

Termination of Employment Upon Change in Control. (a) a. For purposes hereof, a "“Change in Control" ” shall be deemed to have occurred (i) if if: i. there has occurred a "“change in control" ” as such term is used in Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as in effect at as of the date hereof (hereinafter referred to as the "“1934 Act"”); (; ii) . if there has occurred a change in control “control” as the term "“control" ” is defined in Rule 12b-2 promulgated under the 1934 Act; (; iii) . when any "person" person (as such term is defined in Sections 3 (a) (9Section 3(a)(9) and 13 (d) (313(d)(3) of the 1934 Act, a “Person”), during the term of this AgreementTerm, becomes a beneficial owner, directly or indirectly, of securities of the Employer representing 20% or more of the Employer's ’s then outstanding securities having the right to vote on the election of directorsdirectors if such person did not have 20% or more of the Employer’s then outstanding securities at the commencement of the Term; (or if a Person having more than 20% of the Employer’s then outstanding securities increases his or its holdings by more than 15% of the Employer’s then outstanding securities during the Term; iv) . if the stockholders of the Employer approve a plan of complete liquidation or dissolution of the Employer Employer, or a merger or consolidation (a) in which the voting securities of the Employer is outstanding immediately prior thereto do not represent (either by remaining outstanding or by being converted into voting securities of the surviving corporation; (ventity) if there has occurred a change in ownership or effective control at least 50.1% of the combined voting securities of the Employer or a change in the ownership of a substantial portion of the assets of the Employer (within the meaning of Section 280G such surviving entity outstanding immediately after such merger or consolidation or (b) (2) (A) in which no Person acquires 30% or more of the Internal Revenue Code combined voting power of 1986the Employer’s then outstanding securities; or v. if during any period of twenty-four (24) consecutive months (not including any period prior to the date of this Agreement), as amended (the "Code")); or (vi) when the individuals who are members at the beginning of such period constitute the Board of Directors of the Employer on the date hereof shall cease to constitute at least a majority of the Board of Directors, PROVIDED, HOWEVER, that and any new director (other than a director designated by a person who has entered into an agreement with the Employer to effect a transaction described in paragraphs i, ii or iii of this section 9(a)) whose election to by the Board of Directors or nomination for election to the Board of Directors by the Employer's stockholders of the Employer was approved by a vote of at least 50% two-thirds (2/3) of the directors then still in officeoffice who either were directors at the beginning of such period or whose election or nomination for election was previously so approved by the stockholders, cease for any reason to constitute a majority thereof; provided, however, in no event shall any mere action (other than sales or purchases of the Employer’s outstanding securities) by Xxxxxxx XxXxxxxx and the Employer be deemed to be a Change in Control. b. The Employee may terminate his employment at any time within 12 months after a Change in Control if during such 12-month period any of the following events has occurred: i. A material diminution of the Employee’s authority, duties, or responsibilities; ii. a material breach of Employer’s obligations pursuant to this Agreement; iii. the Employer requires Employee to move Employee’s primary place of employment to a location more than 30 miles from Employer’s primary place of business before the Change in Control (other than temporary relocation or business travel in the ordinary course); or iv. a material diminution in the Employee’s Monthly Base Salary without the prior written consent of the Employee; provided that in the case of clause i. through iv. such event or condition continues uncured for 30 days after Employee gives Employer notice of such event or condition within 90 days of its initial existence. An election by the Employee to terminate his employment following a Change in Control for any of the reasons set forth above shall not be deemed a voluntary termination of employment by the Employee for the purpose of interpreting the provisions of this Agreement or any of the Employer’s employee benefit plans and arrangements. The Employee’s continued employment with the Employer for any period of time during the Term of this Agreement after a Change in Control shall not be considered a waiver of any right he may have to terminate his employment to the extent permitted under this Section 9(b). If the Employer terminates the Employee without cause pursuant to Section 8(a) hereof within twelve (12) months after a Change in Control has occurred, such termination shall be deemed an election by the Employee to terminate his employment pursuant to this Section 9(b) and Employee shall have the right to the compensation set forth in Section 9(c) instead of the compensation set forth in Section 8(a). In addition, in the event of such termination, the Employee shall continue to have replaced the obligations provided for in Sections 11 and 12 hereof. c. If the Employee’s employment with the Employer is terminated under Section 9(b) hereof, i. the Employee shall be paid in a lump sum, in cash, within thirty (30) days after termination of employment or such later date on which the revocation period for the release contemplated by Section 18 expires, severance pay in an amount equal to two (2) times (A) the average of his aggregate annual compensation paid by his current Employer during the two prior calendar years (including base salary and bonuses, if any) or her predecessor(B) if he has not been so employed for two full prior calendar years, twelve (12) times his Monthly Base Salary immediately before the Change in Control plus the greater of (X) his most recent bonus, if any, paid by his current Employer before the Change in Control and (Y) his target bonus most recently determined by his current Employer before the Change in Control; provided, however, that the obligation under this clause (i) shall terminate if such release has not been delivered within sixty (60) days after such termination;. ii. all stock options and other Equity Awards under the Plan held by the Employee immediately prior to the effective date of the Change in Control shall immediately vest and become fully exercisable for the period of time indicated in the terms of the option or other Equity Award; iii. health benefits as provided in Section 3(c) shall continue for up to two years from the date of termination, including reimbursement of COBRA payments, or New Hampshire State Continuation of Benefits payments, as applicable, to the extent no longer covered under the Employer’s plans; provided, however, that any such reimbursements under this clause (iv) shall be made within 10 business days of payment by the Employee and such benefits will be subject to mitigation to the extent of comparable benefits at a new job; and iv. life insurance benefits may be continued for up to two years from the date of termination at the option of the Employee and at the Employer’s expense; The lump sum severance payment described in clause (i) of this Section 9(c) is hereinafter referred to as the “Termination Compensation.” The amount of the Termination Compensation shall be determined, at the expense of the Employer, by its regular outside certified public accountants. Upon payment of the Termination Compensation and any other accrued compensation, this Agreement shall terminate (except for the Employee’s obligations pursuant to Sections 10, 11, 12, 13 and 14 hereof and the continuing obligations to provide the benefits set forth in clauses (ii) — (iv) of this Section 9(c) in accordance with the terms thereof) and be of no further force or effect.

Termination of Employment Upon Change in Control. (a) For purposes hereof, a "Change in Control" shall be deemed to have occurred if: (i) if there has occurred a "change in control" as such term is used in Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as in effect at as the date hereof (hereinafter referred to as the "Act"); ; (ii) if there has occurred a change Change in control Control as the term "controlControl" is defined in Rule 12b-2 promulgated under the Act; ; (iii) when any "person" (as such term is defined in Sections 3 Section3 (a) (9) and 13 (d) (3) of the Act), during the term Term of this Agreement, becomes a beneficial owner, directly or indirectly, of securities of the Employer representing 20% or more of the Employer's then outstanding securities having the right to vote on the election of directorsdirectors in such person did not have 20% or more at the commencement of the Term; or if such a person having more than 20% increases his or its holdings by more that 15% during the Term; (iv) if the stockholders of the Employer approve a plan of complete liquidation or dissolution of the Employer or a merger or consolidation in which the Employer is not the surviving corporation; ; (v) if there has occurred a change in ownership or of effective control of the Employer or a change in the ownership of a substantial portion of the assets of the Employer (within the meaning of Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended (the "Code")); or or (vi) when the individuals who are members of the Board of Directors of the Employer on the date hereof shall cease to constitute at least a majority of the Board of DirectorsDirectors of the Employer, PROVIDEDprovided, HOWEVERhowever, that any new director whose election to the Board of Directors or nomination for election to the Board of Directors by the Employer's stockholders was approved by a vote of at least 50% of the directors then still in office, shall not be deemed to have replaced his or her predecessor. (b) The Employee may terminate his employment at any time within 12 months after a Change in Control and any of the following events has occurred: (i) an assignment to the Employee of any duties inconsistent with the status of the Employee's office and/or position with the Employer as constituted immediately prior to the Change in Control or a significant adverse change in the nature or scope of the Employee's authority, power, compensation, functions or duties as constituted immediately prior to the Change in Control, or (ii) a failure by the Employer, after having received written notice from the Employee specifying a material breach of its obligations pursuant to this Agreement, to cure such breach within 30 days after receipt of such notice, or (iii) the Employee determines that the work environment is hostile or uncomfortable. An election by the Employee to terminate his employment following a Change in Control shall not be deemed a voluntary termination of employment by the Employee for the purpose of interpreting the provisions of this Agreement or any of the Employer's employee benefit plans and arrangements. The Employee's continued employment with the Employer for any period of time during the Term of this Agreement after a Change of Control shall not be considered a waiver of any right he may have to terminate his employment to the extent permitted under this Section 9(b). If the Employer terminates the Employee without cause pursuant to Section 8(a) hereof within 12 months after a Change in Control has occurred, such termination shall be deemed an election by the Employee to terminate his employment pursuant to this Section 9(b) and Employee shall have the right to the compensation set forth in Section 9(c) instead of the compensation set forth in Section 8(a). In addition, in the event of such termination, the Employee shall continue to have the obligations provided for in Sections 11 and 12 hereof. (c) If the Employee's employment with the Employer is terminated under Section 9(b) hereof: (i) the Employee shall be paid in a lump sum, within 30 days after termination of employment, in cash, severance pay in an amount equal to 2.99 times his Base Salary plus bonuses, or that amount of salary and bonuses that would have been due to the Employee through the expiration of the Term of this Agreement, whichever is the greater; Notwithstanding the foregoing, if the majority of the Board approves a transaction which results in a Change in Control, (a) the Employee may not terminate his employment pursuant to Section 9(b)(iii) hereof and the amount paid to the Employee shall be calculated using the multiplier 2.0 rather than 2.99 as set forth in Section 9 (c). (ii) the Employee shall be issued a number of stock options to purchase shares of common stock (the "Common Stock") of the Employer equal to the number of stock options (vested or non-vested) held by the Employee immediately prior to the effective date of any

Termination of Employment Upon Change in Control. (a) For purposes hereof, a "Change in Control" shall be deemed to have occurred if: (i) if there has occurred a "change in control" as such term is used in Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as in effect at as the date hereof (hereinafter referred to as the "Act"); (ii) if there has occurred a change Change in control Control as the term "controlControl" is defined in Rule 12b-2 promulgated under the Act; (iii) when any "person" (as such term is defined in Sections 3 Section3 (a) (9) and 13 (d) (3) of the Act), during the term of this Agreement, becomes a beneficial owner, directly or indirectly, of securities of the Employer representing 20% or more of the Employer's then outstanding securities having the right to vote on the election of directors; (iv) if the stockholders of the Employer approve a plan of complete liquidation or dissolution of the Employer or a merger or consolidation in which the Employer is not the surviving corporation; (v) if there has occurred a change in ownership or of effective control of the Employer or a change in the ownership of a substantial portion of the assets of the Employer (within the meaning of Section 280G (b) (2) (A) of the Internal Revenue Code of 1986, as amended (the "Code")); or (vi) when the individuals who are members of the Board of Directors of the Employer on the date hereof shall cease to constitute at least a majority of the Board of DirectorsDirectors of the Employer, PROVIDEDprovided, HOWEVERhowever, that any new director whose election to the Board of Directors or nomination for election to the Board of Directors by the Employer's stockholders was approved by a vote of at least 50% of the directors then still in office, shall not be deemed to have replaced his or her predecessor.