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

Termination Upon a Change of Control. Within sixty (60) days prior to or ninety (90) days after the effective date of a Change of Control (as defined below), either XXX or Employee may, upon thirty (30) days' prior written notice to the other, terminate Employee's employment. In the event of any such termination of Employee's employment (and regardless of whether such termination occurs with or without such thirty (30) day notice), XXX shall pay to Employee (a) the severance and other benefits set forth in Section 3.2.1 and Section 3.2.2, as applicable, and (b) an additional severance payment of an amount equal to the Base Salary that Employee would have been paid had he remained employed with XXX for the one hundred and eighty (180) day period beginning immediately after such termination, but Employee shall be entitled to such additional severance payment under this part (b) only if Employee executes a general release in a reasonable form prepared by XXX. Such payment shall be payable in accordance with applicable law, but in no event later than thirty (30) days following the date of termination (and Employee’s execution and delivery of a general release, in the case of payments to be made under Section 3.2.2(a)(2), if applicable, or part (b) of this Section 3.2.4). For the purposes of this Agreement, the term “Change of Control” shall mean any of the following events: (x) the consummation of a merger or consolidation of XXX with any other entity which results in the voting securities of XXX outstanding immediately prior thereto failing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of XXX or such surviving entity outstanding immediately after such merger or consolidation, or (y) the sale or other transfer in one or more transactions not in the ordinary course of RBT's business or personal property assets constituting more than fifty percent (50%) of the personal property assets of XXX and its subsidiaries (taken as a whole) to any such person or group of persons; provided, however, that the sale of the assets or equity interests of Healthy Natural Inc., NUTRA SA, LLC or any of their subsidiaries shall not constitute a Change of Control.

Termination Upon a Change of Control. Within sixty (60) days prior to or ninety (90) days after the effective date of a Change of Control (as defined below), either XXX or Employee may, upon thirty (30) days' prior written notice to the other, terminate Employee's employment. In the event of any such termination a "Change of Employee's employment (and regardless of whether such termination occurs with or without such thirty (30) day notice)Control", XXX shall pay to Employee (a) the severance and other benefits set forth in Section 3.2.1 and Section 3.2.2, as applicable, and (b) an additional severance payment of an amount equal to the Base Salary that Employee would have been paid had he remained employed with XXX for the one hundred and eighty (180) day period beginning immediately after such termination, but Employee shall be entitled to such additional severance payment under this part (b) only if Employee executes a general release become immediately and fully vested in a reasonable form prepared all Options held by XXX. Such payment shall be payable in accordance with applicable law, but in no event later than thirty (30) days following the date of termination (and Employee’s execution and delivery of a general release, in the case of payments to be made under Section 3.2.2(a)(2), if applicable, or part (b) of this Section 3.2.4). For the purposes of this Agreement, the term “a "Change of Control” " shall mean that (i) any "person" (as such term is defined within the meaning of Section 13(d)(3) of the following events: Securities Exchange Act of 1934, as amended (xthe "1934 Act")), other than any person who as of the date hereof beneficially owns (as defined in Rule 13d-3 of the 0000 Xxx) directly or indirectly 15% or more of the Company's outstanding Common Stock or as of the date hereof is on, or has designated a member of, the Board, becomes a beneficial owner directly or indirectly of securities of the Company representing in excess of fifty percent (50%) of the Company's then outstanding securities having the right to vote for the election of directors, (ii) the consummation Company shall have consummated the sale of all or substantially all of the assets of the Company, (iii) the stockholders of the Company approve a merger or consolidation of XXX the Company with any other entity corporation (or other entity), other than a merger or consolidation which results would result in the voting securities of XXX the Company outstanding immediately prior thereto failing continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) % of the total voting power represented by of the voting securities of XXX the Company or such surviving entity outstanding immediately after such merger or consolidation, ; (iv) the stockholders of the Company approve a plan of complete liquidation of the Company; or (yv) the sale following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or other transfer in one threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or more transactions not in election by the ordinary course Board or nomination for election by the Company's stockholders was approved or recommended by a vote of RBT's business or personal property assets constituting more than fifty percent at least two-thirds (50%2/3) of the personal property assets of XXX and its subsidiaries (taken as a whole) to any such person directors then still in office who either were directors on the date hereof or group of persons; providedwhose appointment, however, that the sale of the assets election or equity interests of Healthy Natural Inc., NUTRA SA, LLC nomination for election was previously so approved or any of their subsidiaries shall not constitute a Change of Controlrecommended.

Termination Upon a Change of Control. Within sixty If (60x) days prior the Company terminates Executive’s employment hereunder without Cause, (y) Executive terminates Executive’s employment for Good Reason or (z) the Company delivers a notice of nonrenewal pursuant to or Section 1, in each case during the period that begins ninety (90) days after prior to the effective date occurrence of a Change of Control and that ends on the second (2nd) anniversary of the occurrence of a Change of Control (as defined belowthe “Change of Control Period”), either XXX or Employee may, upon thirty (30) days' prior written notice to the other, terminate Employee's employment. In the event of any such termination of Employee's employment (and regardless of whether such termination occurs with or without such thirty (30) day notice), XXX shall pay to Employee (a) the severance and other benefits set forth in Section 3.2.1 and Section 3.2.2, as applicable, and (b) an additional severance payment of an amount equal to the Base Salary that Employee would have been paid had he remained employed with XXX for the one hundred and eighty (180) day period beginning immediately after such termination, but Employee Executive shall be entitled to such additional severance payment under this part (b) only if Employee executes a general release in a reasonable form prepared the payments provided for by XXX. Such payment shall be payable in accordance with applicable law, but in no event later than thirty (30) days following the date of termination (and Employee’s execution and delivery of a general release, in the case of payments to be made under Section 3.2.2(a)(2), if applicable, or part (b) of this Section 3.2.45(d). For the purposes of this Agreement, the term a “Change of Control” shall mean be conclusively deemed to have occurred if any of the following events: shall have taken place: (xi) the consummation of a transaction or a series of related transactions pursuant to which any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (“Exchange Act”), other than Executive, Executive’s designee(s) or “affiliate(s)” (as defined in Rule 12b-2 under the Exchange Act), or a Permitted Holder, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company’s then outstanding securities; or (ii) stockholders of the Company approve a merger or consolidation of XXX the Company with any other entity other than a Permitted Holder, other than a merger or consolidation which results would result in the voting securities of XXX the Company outstanding immediately prior thereto failing continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty eighty percent (5080%) of the total combined voting power represented by of the voting securities of XXX the Company or such surviving entity outstanding immediately after such merger or consolidation, ; or (iii) the stockholders of the Company approve a plan of complete liquidation of the Company or (y) an agreement for the sale or other transfer in one disposition by the Company of, or more transactions not in the ordinary course of RBT's business Company sells or personal property assets constituting more than fifty percent (50%) disposes of, all or substantially all of the personal property Company’s assets of XXX and its subsidiaries (taken as other than to a whole) to any such person or group of persons; provided, however, that the sale of the assets or equity interests of Healthy Natural Inc., NUTRA SA, LLC or any of their subsidiaries shall not constitute a Change of ControlPermitted Holder.

Termination Upon a Change of Control. Within sixty If (60x) days prior the Company terminates Executive’s employment hereunder without Cause, (y) Executive terminates Executive’s employment for Good Reason or (z) the Company delivers a notice of nonrenewal pursuant to or Section 1, in each case during the period that begins ninety (90) days after prior to the effective date occurrence of a Change of Control and that ends on the second (2nd) anniversary of the occurrence of a Change of Control (as defined belowthe “Change of Control Period”), either XXX or Employee may, upon thirty (30) days' prior written notice to the other, terminate Employee's employment. In the event of any such termination of Employee's employment (and regardless of whether such termination occurs with or without such thirty (30) day notice), XXX shall pay to Employee (a) the severance and other benefits set forth in Section 3.2.1 and Section 3.2.2, as applicable, and (b) an additional severance payment of an amount equal to the Base Salary that Employee would have been paid had he remained employed with XXX for the one hundred and eighty (180) day period beginning immediately after such termination, but Employee Executive shall be entitled to such additional severance payment under this part (b) only if Employee executes a general release in a reasonable form prepared the payments provided for by XXX. Such payment shall be payable in accordance with applicable law, but in no event later than thirty (30) days following the date of termination (and Employee’s execution and delivery of a general release, in the case of payments to be made under Section 3.2.2(a)(2), if applicable, or part (b) of this Section 3.2.45(d). For the purposes of this Agreement, the term a “Change of Control” shall mean be conclusively deemed to have occurred if any of the following events: shall have taken place: (xi) the consummation of a transaction or a series of related transactions pursuant to which any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (“Exchange Act”), other than Executive, Executive’s designee(s) or “affiliate(s)” (as defined in Rule 12b-2 under the Exchange Act), or a Permitted Holder, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company’s then outstanding securities; or (ii) stockholders of the Company approve a merger or consolidation of XXX the Company with any other entity other than a Permitted Holder, other than a merger or consolidation which results would result in the voting securities of XXX the Company outstanding immediately prior thereto failing continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty eighty percent (5080%) of the total combined voting power represented by of the voting securities of XXX the Company or such surviving entity outstanding immediately after such merger or consolidation, ; or (iii) the stockholders of the Company approve a plan of complete liquidation of the Company or (y) an agreement for the sale or disposition by the Company of, or the Company sells or disposes of, all or substantially all of the Company’s assets other transfer in one or more transactions not than to a Permitted Holder; (iv) subsequent to the Plan Covenant Termination Date (as defined in the ordinary course Plan), the following individuals cease for any reason to constitute a majority of RBT's business the number of directors then serving on the Board: individuals who, on the day immediately preceding the Effective Date, constitute the Board and any new director whose appointment or personal property assets constituting more election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the day immediately preceding the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended, but excluding (i) any director whose initial assumption of office is in connection with an actual or threatened election contest (including, but not limited to, a consent or proxy solicitation, relating to the election of directors of the Company by or on behalf of a person (as defined above) other than fifty percent the Board) and (50%ii) any director whose initial assumption of office is in connection with the Plan; (v) the PharmAthene Allowed Claim (as such term is defined in the Plan) is treated under Section 4.3(b)(i)(C) of the personal property assets of XXX and its subsidiaries (taken Plan or as a wholeset forth in Section 4.3(b)(ii) to any such person or group of persons; provided, however, that the sale of the assets or equity interests Plan; or (vi) the Board is reconstituted as provided in Section 6.6(d) of Healthy Natural Inc., NUTRA SA, LLC or any of their subsidiaries shall not constitute a Change of Controlthe Plan.

Termination Upon a Change of Control. Within sixty (60) days prior to or ninety (90) days after the effective date of a Change of Control (as defined below), either XXX or Employee may, upon thirty (30) days' prior written notice to the other, terminate Employee's employment. In the event of any such termination of Employee's employment (and regardless of whether such termination occurs with or without such thirty (30) day notice), XXX shall pay to Employee (a) the severance and other benefits set forth in Section 3.2.1 and Section 3.2.2, as applicable, and (b) an additional severance payment of an amount equal to the Base Salary that Employee would have been paid had he remained employed with XXX for the one hundred and eighty (180) day period beginning immediately after such termination, but Employee shall be entitled to such additional severance payment under this part (b) only if Employee executes a general release in a reasonable form prepared by XXX. Such payment shall be payable in accordance with applicable law, but in no event later than thirty (30) days following the date of termination (and Employee’s execution and delivery of a general release, in the case of payments to be made under Section 3.2.2(a)(2), if applicable, or part (b) of this Section 3.2.4). For the purposes of this Agreement, the term “Change of Control” shall mean any of the following events: (x) the consummation of a merger or consolidation of XXX with any other entity which results in the voting securities of XXX outstanding immediately prior thereto failing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of XXX or such surviving entity outstanding immediately after such merger or consolidation, or (y) the sale or other transfer in one or more transactions not in the ordinary course of RBT's business or personal property assets constituting more than fifty percent (50%) of the personal property assets of XXX and its subsidiaries (taken as a whole) to any such person or group of persons; provided, however, that the sale of the assets or equity interests of Healthy Natural Inc., NUTRA SA, LLC or any of their subsidiaries shall not constitute a Change of Control.

Termination Upon a Change of Control. Within sixty If (60x) days prior the Company terminates Executive’s employment hereunder without Cause, (y) Executive terminates Executive’s employment for Good Reason or (z) the Company delivers a notice of nonrenewal pursuant to or Section 1, in each case during the period that begins ninety (90) days after prior to the effective date occurrence of the Change of Control and that ends on the second (2nd) anniversary of the occurrence of a Change of Control (as defined belowthe “Change of Control Period”), either XXX or Employee may, upon thirty (30) days' prior written notice to the other, terminate Employee's employment. In the event of any such termination of Employee's employment (and regardless of whether such termination occurs with or without such thirty (30) day notice), XXX shall pay to Employee (a) the severance and other benefits set forth in Section 3.2.1 and Section 3.2.2, as applicable, and (b) an additional severance payment of an amount equal to the Base Salary that Employee would have been paid had he remained employed with XXX for the one hundred and eighty (180) day period beginning immediately after such termination, but Employee Executive shall be entitled to such additional severance payment under this part (b) only if Employee executes a general release in a reasonable form prepared the payments provided for by XXX. Such payment shall be payable in accordance with applicable law, but in no event later than thirty (30) days following the date of termination (and Employee’s execution and delivery of a general release, in the case of payments to be made under Section 3.2.2(a)(2), if applicable, or part (b) of this Section 3.2.45(d). For the purposes of this Agreement, the term a “Change of Control” shall mean be conclusively deemed to have occurred if any of the following events: shall have taken place: (xi) the consummation of a transaction or a series of related transactions pursuant to which any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (“Exchange Act”), other than Executive, Executive’s designee(s) or “affiliate(s)” (as defined in Rule 12b-2 under the Exchange Act), or a Permitted Holder, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company’s then outstanding securities; or (ii) stockholders of the Company approve a merger or consolidation of XXX the Company with any other entity other than a Permitted Holder, other than a merger or consolidation which results would result in the voting securities of XXX the Company outstanding immediately prior thereto failing continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty eighty percent (5080%) of the total combined voting power represented by of the voting securities of XXX the Company or such surviving entity outstanding immediately after such merger or consolidation, ; (iii) the stockholders of the Company approve a plan of complete liquidation of the Company or (y) an agreement for the sale or disposition by the Company of, or the Company sells or disposes of, all or substantially all of the Company’s assets other transfer in one or more transactions not than to a Permitted Holder; (iv) subsequent to the Plan Covenant Termination Date (as defined in the ordinary course Plan), the following individuals cease for any reason to constitute a majority of RBT's business the number of directors then serving on the Board: individuals who, on the day immediately preceding the Effective Date, constitute the Board and any new director whose appointment or personal property assets constituting more election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the day immediately preceding the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended, but excluding (i) any director whose initial assumption of office is in connection with an actual or threatened election contest (including, but not limited to, a consent or proxy solicitation, relating to the election of directors of the Company by or on behalf of a person (as defined above) other than fifty percent the Board) and (50%ii) any director whose initial assumption of office is in connection with the Plan; (v) the PharmAthene Allowed Claim (as such term is defined in the Plan) is treated under Section 4.3(b)(i)(C) of the personal property assets of XXX and its subsidiaries Plan; or (taken vi) the Board is reconstituted as a wholeprovided in Section 6.6(d) to any such person or group of persons; provided, however, that the sale of the assets or equity interests of Healthy Natural Inc., NUTRA SA, LLC or any of their subsidiaries shall not constitute a Change of ControlPlan.

Termination Upon a Change of Control. Within sixty (60) days prior to or ninety (90) days after the effective date of a Change of Control (as defined below), either XXX or Employee may, upon thirty (30) days' prior written notice to the other, terminate Employee's employment. In the event of any such termination a "Change of Employee's employment (Control", Executive shall become immediately and regardless of whether such termination occurs with or without such thirty (30) day notice), XXX shall pay to Employee (a) the severance and other benefits set forth fully vested in Section 3.2.1 and Section 3.2.2, as applicable, and (b) an additional severance payment of an amount equal to the Base Salary that Employee would have been paid had he remained employed with XXX for the one hundred and eighty (180) day period beginning immediately after such termination, but Employee shall be entitled to such additional severance payment under this part (b) only if Employee executes a general release in a reasonable form prepared all Options held by XXX. Such payment shall be payable in accordance with applicable law, but in no event later than thirty (30) days following the date of termination (and Employee’s execution and delivery of a general release, in the case of payments to be made under Section 3.2.2(a)(2), if applicable, or part (b) of this Section 3.2.4)Executive. For the purposes of this Agreement, the term “a "Change of Control” " shall mean that (i) any "person" (as such term is defined within the meaning of Section 13(d)(3) of the following events: Securities Exchange Act of 1934, as amended (xthe "1934 Act")), other than any person who as of the date hereof beneficially owns (as defined in Rule 13d-3 of the 0000 Xxx) directly or indirectly 15% or more of the Company's outstanding Common Stock or as of the date hereof is on, or has designated a member of, the Board, becomes a beneficial owner directly or indirectly of securities of the Company representing in excess of fifty percent (50%) of the Company's then outstanding securities having the right to vote for the election of directors, (ii) the consummation Company shall have consummated the sale of all or substantially all of the assets of the Company, (iii) the stockholders of the Company approve a merger or consolidation of XXX the Company with any other entity corporation (or other entity), other than a merger or consolidation which results would result in the voting securities of XXX the Company outstanding immediately prior thereto failing continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) % of the total voting power represented by of the voting securities of XXX the Company or such surviving entity outstanding immediately after such merger or consolidation, ; (iv) the stockholders of the Company approve a plan of complete liquidation of the Company; or (yv) the sale following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or other transfer in one threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or more transactions not in election by the ordinary course Board or nomination for election by the Company's stockholders was approved or recommended by a vote of RBT's business or personal property assets constituting more than fifty percent at least two-thirds (50%2/3) of the personal property assets of XXX and its subsidiaries (taken as a whole) to any such person directors then still in office who either were directors on the date hereof or group of persons; providedwhose appointment, however, that the sale of the assets election or equity interests of Healthy Natural Inc., NUTRA SA, LLC nomination for election was previously so approved or any of their subsidiaries shall not constitute a Change of Controlrecommended.

Termination Upon a Change of Control. Within sixty In the event that the Company, or its successor or assignee, terminates Executive's employment without Cause or Executive resigns for Good Reason within twelve (6012) days prior to or ninety (90) days after months following the effective date of a Change of Control (as defined below)in Control, either XXX or Employee may, upon thirty (30) days' prior written notice to the other, terminate Employee's employment. In the event of any such termination of Employee's employment (and regardless of whether such termination occurs with or without such thirty (30) day notice), XXX shall pay to Employee (a) the severance and other benefits set forth in Section 3.2.1 and Section 3.2.2, as applicable, and (b) an additional severance payment of an amount equal to the Base Salary that Employee would have been paid had he remained employed with XXX for the one hundred and eighty (180) day period beginning immediately after such termination, but Employee then Executive shall be entitled to such additional severance payment under this part (b) only if Employee executes a general release in a reasonable form prepared by XXX. Such payment the Accrued Obligations and, Executive shall be payable in accordance with applicable law, but in no event later than thirty entitled to receive Salary Continuation Payments for a period of eighteen (3018) days following the date of termination (and Employee’s execution and delivery of a general release, in the case of payments to be made under Section 3.2.2(a)(2), if applicable, or part (b) of this Section 3.2.4)months. For the purposes of this Agreement, the term “a Change of Control” in Control shall mean a change in ownership or control of the Company effected through any of the following events: transactions: (xi) a merger, consolidation or other reorganization approved by the consummation of a merger or consolidation of XXX with any other entity which results in the voting Company’s stockholders, unless securities of XXX outstanding immediately prior thereto failing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) representing more than fifty percent (50%) of the total combined voting power represented by of the voting securities of XXX the successor Company are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company’s outstanding voting securities immediately prior to such surviving entity outstanding immediately after such merger transaction: (ii) a stockholder-approved sale, transfer or consolidationother disposition of all or substantially all of the Company’s assets in complete liquidation or dissolution of the Company; or (iii) the acquisition, directly or indirectly by any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company), of beneficial ownership (ywithin the meaning of Rule 13d-3 of the 1000 Xxx) the sale or other transfer in one or more transactions not in the ordinary course of RBT's business or personal property assets constituting securities possessing more than fifty percent (50%) of the personal property assets total combined voting power of XXX the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s stockholders. Notwithstanding anything herein to the contrary, Executive shall not be entitled to receive any payments pursuant to this Section unless Executive has executed and its subsidiaries (taken as delivered to the Company a whole) to any such person or group of persons; providedgeneral release with customary, howeverindustry-standard terms and conditions, that includes an enforceable non-competition covenant consistent in scope with the sale non-competition covenant contained in Exhibit C hereto, in favor of the assets or equity interests of Healthy Natural Inc.Company in form and substance satisfactory to the Company (and such release is in full force and effect and has not been revoked), NUTRA SAwhich release shall be in full force and effect (and no longer subject to revocation) within sixty (60) calendar days after Executive’s separation from employment with the Company. In the event said sixty (60) day period spans more than one calendar year, LLC or any of their subsidiaries payments made pursuant to this Section 5(D) shall not constitute a Change of Controlcommence until the later calendar year.

Termination Upon a Change of Control. Within sixty If (60x) days prior the Company terminates Executive’s employment hereunder without Cause (y) Executive terminates Executive’s employment for Good Reason or (z) the Company delivers a notice of nonrenewal pursuant to or Section 1, in each case during the period that begins ninety (90) days after prior to the effective date occurrence of the Change of Control and that ends on the second (2nd) anniversary of the occurrence of a Change of Control (as defined belowthe “Change of Control Period”), either XXX or Employee may, upon thirty (30) days' prior written notice to the other, terminate Employee's employment. In the event of any such termination of Employee's employment (and regardless of whether such termination occurs with or without such thirty (30) day notice), XXX shall pay to Employee (a) the severance and other benefits set forth in Section 3.2.1 and Section 3.2.2, as applicable, and (b) an additional severance payment of an amount equal to the Base Salary that Employee would have been paid had he remained employed with XXX for the one hundred and eighty (180) day period beginning immediately after such termination, but Employee Executive shall be entitled to such additional severance payment under this part (b) only if Employee executes a general release in a reasonable form prepared the payments provided for by XXX. Such payment shall be payable in accordance with applicable law, but in no event later than thirty (30) days following the date of termination (and Employee’s execution and delivery of a general release, in the case of payments to be made under Section 3.2.2(a)(2), if applicable, or part (b) of this Section 3.2.45(d). For the purposes of this Agreement, the term a “Change of Control” shall mean be conclusively deemed to have occurred if any of the following events: shall have taken place: (xi) the consummation of a transaction or a series of related transactions pursuant to which any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (“Exchange Act”), other than Executive, Executive’s designee(s) or “affiliate(s)” (as defined in Rule 12b-2 under the Exchange Act), or a Permitted Holder, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company’s then outstanding securities; or (ii) stockholders of the Company approve a merger or consolidation of XXX the Company with any other entity other than a Permitted Holder, other than a merger or consolidation which results would result in the voting securities of XXX the Company outstanding immediately prior thereto failing continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty eighty percent (5080%) of the total combined voting power represented by of the voting securities of XXX the Company or such surviving entity outstanding immediately after such merger or consolidation, ; or (iii) the stockholders of the Company approve a plan of complete liquidation of the Company or (y) an agreement for the sale or disposition by the Company of, or the Company sells or disposes of, all or substantially all of the Company’s assets other transfer in one or more transactions not than to a Permitted Holder; (iv) subsequent to the Plan Covenant Termination Date (as defined in the ordinary course Plan), the following individuals cease for any reason to constitute a majority of RBT's business the number of directors then serving on the Board: individuals who, on the day immediately preceding the Effective Date, constitute the Board and any new director whose appointment or personal property assets constituting more election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the day immediately preceding the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended, but excluding (i) any director whose initial assumption of office is in connection with an actual or threatened election contest (including, but not limited to, a consent or proxy solicitation, relating to the election of directors of the Company by or on behalf of a person (as defined above) other than fifty percent the Board) and (50%ii) any director whose initial assumption of office is in connection with the Plan; (v) the PharmAthene Allowed Claim (as such term is defined in the Plan) is treated under Section 4.3(b)(i)(C) of the personal property assets of XXX and its subsidiaries (taken Plan or as a wholeset forth in Section 4.3(b)(ii) to any such person or group of persons; provided, however, that the sale of the assets or equity interests Plan; or (vi) the Board is reconstituted as provided in Section 6.6(d) of Healthy Natural Inc., NUTRA SA, LLC or any of their subsidiaries shall not constitute a Change of Controlthe Plan.

Termination Upon a Change of Control. Within sixty (60a) days prior to or ninety SEVERANCE PAYMENT If Executive's employment is terminated by the Company within twelve (9012) days months after the effective date of a Change of Control (as that term is defined below), either XXX or Employee may, upon thirty other than for Cause (30) days' prior written notice to the other, terminate Employee's employment. In the event of any such termination of Employee's employment (and regardless of whether such termination occurs with or without such thirty (30) day noticeas defined in Section 7.1 above), XXX shall pay to Employee (a) the severance and other benefits set forth in Section 3.2.1 and Section 3.2.2, as applicable, and (b) an additional severance payment of an amount equal to the Base Salary that Employee would have been paid had he remained employed with XXX for the one hundred and eighty (180) day period beginning immediately after such termination, but Employee Executive shall be entitled to such additional severance payment under this part receive the Severance Payment described in Section 7.2 above, provided Executive complies with all the conditions described in Section 7.2 above. (b) only if Employee executes a general release in a reasonable form prepared by XXX. Such payment shall be payable in accordance with applicable law280G If, but in no event later than thirty (30) days following due to the date of termination (and Employee’s execution and delivery of a general release, in the case of payments to be made benefits provided under Section 3.2.2(a)(20(a) above, Executive is subject to any excise tax due to characterization of any amounts payable under Section 7.5(a) as excess parachute payments pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), if applicable, or part the amounts payable under Section 0 will be reduced (bto the least extent possible) in order to avoid any "excess parachute payment" under Section 280G(b)(1) of this Section 3.2.4). For the purposes of this Agreement, the term “Code. (c) CHANGE OF CONTROL A Change of Control” shall mean Control is defined as any one of the following events: occurrences: (xi) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act")), other than a trustee or other fiduciary holding securities of the Company under an employee benefit plan of the Company, becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of the securities of the Company representing more than 50% of (A) the consummation outstanding shares of Common Stock, or (B) the combined voting power of the Company's then-outstanding securities; or: (ii) The sale or disposition of all or substantially all of the Company's assets (or any transaction having similar effect is consummated); or (iii) The Company is party to a merger or consolidation of XXX with any other entity which that results in the holders of voting securities of XXX the Company outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) % of the total combined voting power represented by of the voting securities of XXX the Company or such surviving entity outstanding immediately after such merger or consolidation, or ; or (yiv) the sale dissolution or other transfer in one or more transactions not in the ordinary course of RBT's business or personal property assets constituting more than fifty percent (50%) liquidation of the personal property assets of XXX and its subsidiaries (taken as a whole) to any such person or group of persons; provided, however, that the sale of the assets or equity interests of Healthy Natural Inc., NUTRA SA, LLC or any of their subsidiaries shall not constitute a Change of ControlCompany.

Termination Upon a Change of Control. Within sixty (60) days prior to or ninety (90) days after the effective date of a Change of Control (as defined below), either XXX or Employee may, upon thirty (30) days' prior written notice to the other, terminate Employee's employment. In the event of any such termination of Employee's employment (and regardless of whether such termination occurs with or without such thirty (30) day notice), XXX shall pay to Employee (a) the severance and other benefits set forth in Section 3.2.1 and Section 3.2.2, as applicable, and (b) an additional severance payment of an amount equal to the Base Salary that Employee would have been paid had he remained employed with XXX for the one hundred and eighty (180) day period beginning immediately after such termination, but Employee shall be entitled to such additional severance payment under this part (b) only if Employee executes and delivers to XXX a general release in a reasonable of form prepared by and content reasonably acceptable to XXX. Such payment shall be payable in accordance with applicable law, but in no event later than thirty (30) days following the date of termination (and Employee’s 's execution and delivery of a general release, in the case of payments to be made under Section 3.2.2(a)(2), if applicable, or part (b) of this Section 3.2.4). For the purposes of this Agreement, the term “"Change of Control” " shall mean any of the following events: (x) the consummation of a merger or consolidation of XXX with any other entity which results in the voting securities of XXX outstanding immediately prior thereto failing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of XXX or such surviving entity outstanding immediately after such merger or consolidation, or (y) the sale or other transfer in one or more transactions not in the ordinary course of RBT's business or personal property assets constituting more than fifty percent (50%) of the personal property assets of XXX and its subsidiaries (taken as a whole) to any such person or group of persons; provided, however, that the sale of the assets or equity interests of Healthy Natural Inc., NUTRA SA, LLC or any of their subsidiaries XXX subsidiary shall not constitute a Change of Control.

Termination Upon a Change of Control. Within sixty If (60x) days prior the Company terminates Executive's employment hereunder without Cause, (y) Executive terminates Executive's employment for Good Reason or (z) the Company delivers a notice of nonrenewal pursuant to or Section 1, in each case during the period that begins ninety (90) days after prior to the effective date occurrence of the Change of Control and that ends on the second (2nd) anniversary of the occurrence of a Change of Control (as defined belowthe "Change of Control Period"), either XXX or Employee may, upon thirty (30) days' prior written notice to the other, terminate Employee's employment. In the event of any such termination of Employee's employment (and regardless of whether such termination occurs with or without such thirty (30) day notice), XXX shall pay to Employee (a) the severance and other benefits set forth in Section 3.2.1 and Section 3.2.2, as applicable, and (b) an additional severance payment of an amount equal to the Base Salary that Employee would have been paid had he remained employed with XXX for the one hundred and eighty (180) day period beginning immediately after such termination, but Employee Executive shall be entitled to such additional severance payment under this part (b) only if Employee executes a general release in a reasonable form prepared the payments provided for by XXX. Such payment shall be payable in accordance with applicable law, but in no event later than thirty (30) days following the date of termination (and Employee’s execution and delivery of a general release, in the case of payments to be made under Section 3.2.2(a)(2), if applicable, or part (b) of this Section 3.2.45(d). For the purposes of this Agreement, the term “a "Change of Control” " shall mean be conclusively deemed to have occurred if any of the following events: shall have taken place: (xi) the consummation of a transaction or a series of related transactions pursuant to which any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 ("Exchange Act"), other than Executive, Executive's designee(s) or "affiliate(s)" (as defined in Rule 12b-2 under the Exchange Act), or a Permitted Holder, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company's then outstanding securities; or (ii) stockholders of the Company approve a merger or consolidation of XXX the Company with any other entity other than a Permitted Holder, other than a merger or consolidation which results would result in the voting securities of XXX the Company outstanding immediately prior thereto failing continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty eighty percent (5080%) of the total combined voting power represented by of the voting securities of XXX the Company or such surviving entity outstanding immediately after such merger or consolidation, ; (iii) the stockholders of the Company approve a plan of complete liquidation of the Company or (y) an agreement for the sale or other transfer in one disposition by the Company of, or more transactions not in the ordinary course of RBT's business Company sells or personal property assets constituting more than fifty percent (50%) disposes of, all or substantially all of the personal property Company's assets other than to a Permitted Holder; For purposes of XXX this Section 4(f), a "Permitted Holder" shall mean MacAndrews & Forbes Holdings Inc. and its subsidiaries (taken as a whole) to any such person or group of persons; provided, however, that the sale of the assets or equity interests of Healthy Natural Inc., NUTRA SA, LLC or any of their subsidiaries shall not constitute a Change of Controlaffiliates.