Common use of Termination Upon Change in Control Clause in Contracts

Termination Upon Change in Control. (a) If a Change in Control occurs, all options, dividend equivalents and other rights granted to the Employee under any Company equity incentive plans shall be accelerated and shall become exercisable immediately prior to the closing of the Change in Control so as to permit the Employee fully to exercise all outstanding options and rights. If the Change in Control is not consummated, the Employee's election to exercise such options and rights pursuant hereto shall be of no effect and the Employee's options shall remain subject to the restrictions to which they were originally subject. (b) If a "Change in Control Event" (as defined in Appendix A to this Agreement) occurs, the Employee shall, if the Employee so elects by written notice to the Company within 90 days after such Change in Control Event, be entitled to terminate the Employee's employment, if not already terminated by the Company, and in either event to receive an amount equal to the product of two times the sum of (i) Employee's annual base salary at the rate in effect immediately before the Change in Control Event and (ii) an amount equal to Employee's last regular annual bonus (provided that for purposes hereof such regular annual bonus amount shall not exceed 50% of Employee's annual base salary at the rate in effect immediately before the Change in Control Event). (c) If a Change in Control Event occurs, the Employee shall also be entitled to continue to participate in each of the Company's employee benefit plans, policies or arrangements which provide insurance and medical benefits on the same basis as was provided to the Employee prior to the Change in Control Event for a period of twelve months after the date of termination of Employee's employment.

Termination Upon Change in Control. (a) If a In the event of the Employee's Termination Upon Change in Control occursControl, all options, dividend equivalents and other rights granted Employee shall be entitled to the following separation benefits: (i) those benefits earned under Section 2 (other than any unpaid incentive bonus) through the date of Employee's termination; (ii) Employee's employment as an officer of the Company shall terminate immediately; however, the Company shall continue Employee's employment as a non-officer employee of the Company for a period of one (1) year following the date of the Employee's termination (the "Severance Period"). During such period, Employee under any Company equity incentive plans shall be accelerated and shall become exercisable immediately prior entitled to the closing greater of (1) Employee's then current salary at the time of the Change in Control so as to permit the Employee fully to exercise all outstanding options and rights. If the Change in Control is not consummatedControl, the Employee's election to exercise such options and rights pursuant hereto shall be of no effect and the Employee's options shall remain subject to the restrictions to which they were originally subject. or (b) If a "Change in Control Event" (as defined in Appendix A to this Agreement) occurs, the Employee shall, if the Employee so elects by written notice to the Company within 90 days after such Change in Control Event, be entitled to terminate the Employee's employment, if not already terminated by the Company, and in either event to receive an amount equal to the product of two times the sum of (i2) Employee's annual base salary at and bonus over the rate preceding twelve (12) months, in effect immediately before either case less applicable withholding, payable in accordance with the Change in Control Event and (ii) an amount equal to EmployeeCompany's last regular annual bonus (provided that for purposes hereof such regular annual bonus amount shall not exceed 50% of Employee's annual base salary at the rate in effect immediately before the Change in Control Event).normal payroll practices; (ciii) If a Change in Control Event occurswithin ten (10) days of submission of proper expense reports by the Employee, the Company shall reimburse the Employee shall also be entitled for all expenses reasonably and necessarily incurred by the Employee in connection with the business of the Company prior to continue to participate in each his termination of employment; (iv) continued provision of the Company's standard employee benefit plansmedical insurance coverages through the end of the Severance Period; thereafter, policies or arrangements which provide Employee shall be entitled to elect continued medical insurance coverage in accordance with the applicable provisions of federal law (COBRA); provided, however, that in the event Employee becomes covered under another employer's group health plan during the period provided for herein, the Company shall cease provision of continued group health insurance for Employee; and (v) notwithstanding any provisions to the contrary contained in any stock option agreement between the Company and medical benefits on the same basis as was provided Employee, upon a Termination Upon Change in Control, (1) all stock options granted by the Company to the Employee prior to the Change in Control Event Control, which are not accelerated pursuant to the provisions of Section 5, shall become immediately exercisable and vested in full as of the time of such Termination Upon Change in Control; and (2) all such stock options shall remain exercisable for a period of twelve months after at least one (1) year, subject to any longer periods for exercise of such options set forth in the date particular option agreements. This Subsection 4(a)(v) shall apply to all such stock option agreements, whether heretofore or hereafter entered into between the Company and the Employee. (b) The Employee's entitlement to any benefits under Section 4 is conditioned upon the Employee's execution and delivery to the Company of termination (i) a general release of claims in a form satisfactory to the Company and (ii) a resignation from all of Employee's employmentpositions with the Company (with the exception of any continued employment for the purposes set forth in Section 4(a)) in a form satisfactory to the Company. (c) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity which offers products or services that are competitive with any products or services offered by the Company or with any products or services that Employee is aware the Company intends to offer, Employee shall be deemed to have resigned from his employment with the Company effective immediately upon such acceptance of employment or provision of services. Upon such resignation, Employee shall not be entitled to any further payments or benefits as provided under this Section 4. (d) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity while Employee continues to receive any separation benefits pursuant to this Section 4, Employee shall immediately notify the Company of such acceptance and provide to the Company information with respect to such person or entity as the Company may reasonably request in order to determine if that person's or entity's products or services are competitive with the Company's.

Termination Upon Change in Control. (a) If a In the event of the Employee's Termination Upon Change in Control occursControl, all options, dividend equivalents and other rights granted Employee shall be entitled to the following separation benefits: (i) those benefits earned under Section 2 (other than any unpaid incentive bonus) through the date of Employee's termination; (ii) Employee's employment as an officer of the Company shall terminate immediately; however, the Company shall continue Employee's employment as a non-officer employee of the Company for a period of six (6) months following the date of the Employee's termination (the "Severance Period"). During such period, Employee under any Company equity incentive plans shall be accelerated and shall become exercisable immediately prior entitled to the closing greater of (1) Employee's then current salary at the time of the Change in Control so as to permit the Employee fully to exercise all outstanding options and rights. If the Change in Control is not consummatedControl, the Employee's election to exercise such options and rights pursuant hereto shall be of no effect and the Employee's options shall remain subject to the restrictions to which they were originally subject. or (b) If a "Change in Control Event" (as defined in Appendix A to this Agreement) occurs, the Employee shall, if the Employee so elects by written notice to the Company within 90 days after such Change in Control Event, be entitled to terminate the Employee's employment, if not already terminated by the Company, and in either event to receive an amount equal to the product of two times the sum of (i2) Employee's annual base salary at and bonus over the rate preceding six (6) months, in effect immediately before either case less applicable withholding, payable in accordance with the Change in Control Event and (ii) an amount equal to EmployeeCompany's last regular annual bonus (provided that for purposes hereof such regular annual bonus amount shall not exceed 50% of Employee's annual base salary at the rate in effect immediately before the Change in Control Event).normal payroll practices; (ciii) If a Change in Control Event occurswithin ten (10) days of submission of proper expense reports by the Employee, the Company shall reimburse the Employee shall also be entitled for all expenses reasonably and necessarily incurred by the Employee in connection with the business of the Company prior to continue to participate in each his termination of employment; (iv) continued provision of the Company's standard employee benefit plansmedical insurance coverages through the end of the Severance Period; thereafter, policies or arrangements which provide Employee shall be entitled to elect continued medical insurance coverage in accordance with the applicable provisions of federal law (COBRA); provided, however, that in the event Employee becomes covered under another employer's group health plan during the period provided for herein, the Company shall cease provision of continued group health insurance for Employee; and (v) notwithstanding any provisions to the contrary contained in any stock option agreement between the Company and medical benefits on the same basis as was provided Employee, upon a Termination Upon Change in Control, (1) all stock options granted by the Company to the Employee prior to the Change in Control Event Control, which are not accelerated pursuant to the provisions of Section 5, shall become immediately exercisable and vested in full as of the time of such Termination Upon Change in Control; and (2) all such stock options shall remain exercisable for a period of twelve months after at least one (1) year, subject to any longer periods for exercise of such options set forth in the date particular option agreements. This Subsection 4(a)(v) shall apply to all such stock option agreements, whether heretofore or hereafter entered into between the Company and the Employee. (b) The Employee's entitlement to any benefits under Section 4 is conditioned upon the Employee's execution and delivery to the Company of termination (i) a general release of claims in a form satisfactory to the Company and (ii) a resignation from all of Employee's employmentpositions with the Company (with the exception of any continued employment for the purposes set forth in Section 4(a)) in a form satisfactory to the Company. (c) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity which offers products or services that are competitive with any products or services offered by the Company or with any products or services that Employee is aware the Company intends to offer, Employee shall be deemed to have resigned from his employment with the Company effective immediately upon such acceptance of employment or provision of services. Upon such resignation, Employee shall not be entitled to any further payments or benefits as provided under this Section 4. (d) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity while Employee continues to receive any separation benefits pursuant to this Section 4, Employee shall immediately notify the Company of such acceptance and provide to the Company information with respect to such person or entity as the Company may reasonably request in order to determine if that person's or entity's products or services are competitive with the Company's.

Termination Upon Change in Control. (a) If a Change in Control occurs, all options, dividend equivalents and other rights granted to the Employee under any Company equity incentive plans shall be accelerated and shall become exercisable immediately prior to the closing of the Change in Control so as to permit the Employee fully to exercise all outstanding options and rights. If the Change in Control is not consummated, the Employee's ’s election to exercise such options and rights pursuant hereto shall be of no effect and the Employee's ’s options shall remain subject to the restrictions to which they were originally subject. (b) If a "“Change in Control Event" ” (as defined in Appendix A to this Agreement) occurs, the Employee shall, if the Employee so elects by written notice to the Company within 90 days after such Change in Control Event, be entitled to terminate the Employee's ’s employment, if not already terminated by the Company, and in either event to receive an amount equal to the product of two times the sum of (i) Employee's ’s annual base salary at the rate in effect immediately before the Change in Control Event and (ii) an amount equal to Employee's last regular ’s target annual bonus (provided that for purposes hereof such regular annual bonus amount shall not exceed 50% of Employee's annual base salary at the rate in effect immediately before the Change in Control Event)current year. (c) If a Change in Control Event occurs, the Employee shall also be entitled to continue to participate in each of the Company's ’s employee benefit plans, policies or arrangements which provide insurance and medical benefits on the same basis as was provided to the Employee prior to the Change in Control Event for a period of twelve months after the date of termination of Employee's ’s employment.

Termination Upon Change in Control. (a) If a Change in Control occurs, all options, dividend equivalents and other rights granted to the Employee under any Company equity incentive plans shall be accelerated and shall become exercisable immediately prior to the closing of the Change in Control so as to permit the Employee fully to exercise all outstanding options and rights. If the Change in Control is not consummated, the Employee's election to exercise such options and rights pursuant hereto shall be of no effect and the Employee's options shall remain subject to the restrictions to which they were originally subject. (b) If a "Change in Control Event" (as defined in Appendix A to this Agreement) occurs, the Employee shall, if the Employee so elects by written notice to the Company within 90 days after such Change in Control Event, be entitled to terminate the Employee's employment, if not already terminated by the Company, and in either event to receive an amount equal to the product of two times the sum of (i) Employee's annual base salary at the rate in effect immediately before the Change in Control Event and (ii) an amount equal to Employee's last regular annual bonus (provided that for purposes hereof such regular annual bonus amount shall not exceed 50% of Employee's annual base salary at the rate in effect immediately before the Change in Control Event). (c) If a Change in Control Event occurs, the Employee shall also be entitled to continue to participate in each of the Company's employee benefit plans, policies or arrangements which provide insurance and medical benefits on the same basis as was provided to the Employee prior to the Change in Control Event for a period of twelve months after the date of termination of Employee's employment.

Termination Upon Change in Control. In the event Executive’s employment is terminated in a Termination Upon a Change in Control, Executive shall be paid the following as severance compensation within 30 days after such termination: (a) If a Change in Control occurs, all options, dividend equivalents and other rights granted to the Employee under any Company equity incentive plans shall be accelerated and shall become exercisable immediately prior to the closing of the Change in Control so as to permit the Employee fully to exercise all outstanding options and rights. If the Change in Control is not consummated, the Employee's election to exercise such options and rights pursuant hereto shall be of no effect and the Employee's options shall remain subject to the restrictions to which they were originally subject. (b) If a "Change in Control Event" (as defined in Appendix A to this Agreement) occurs, the Employee shall, if the Employee so elects by written notice to the Company within 90 days after such Change in Control Event, be entitled to terminate the Employee's employment, if not already terminated by the Company, and in either event to receive an An amount equal to the product of two times the sum of (i) Employee's annual base salary at the rate Executive’s Base Salary as in effect immediately before on Executive’s termination of employment payable for two (1) years following such termination of employment discounted to the Change net present value of such payments using as a discount rate, the prime rate as reported in Control Event the Wall Street Journal as the date of such termination of employment and (ii) an amount equal to Employee's last regular annual bonus the Targeted Bonuses due (provided based on the Base Salary then in effect) for the year in which such termination of employment occurs (determined as though all requisite targets were fully and completely achieved). (b) In the event that Executive is not otherwise entitled to fully exercise all awards granted to him under any stock option plan maintained by the Company and any such plan does not otherwise provide for purposes hereof such regular annual bonus amount shall not exceed 50% acceleration of Employee's annual base salary at exerciseability upon the rate in effect immediately before occurrence of the Change in Control Event)described herein, such awards shall become immediately exercisable upon a Change in Control. (c) All restricted stock granted to Executive will vest and become transferable. (d) Executive shall for one year following termination of employment continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans of the Company in which Executive is a participant to the full extent of Executive’s rights under such plans, including any perquisites provided under this Agreement; provided, however, that the benefits under any such plans of the Company in which Executive is a participant, including any such perquisites, shall cease upon Executive’s obtaining other employment. If a Change in Control Event occursnecessary to provide such benefits to Executive, the Employee shall also be entitled Company shall, at its election, either: (i) amend its employee benefit plans to continue provide the benefits described in this paragraph (c), to participate in each the extent that such is permissible under the nondiscrimination requirements and other provisions of the Company's employee benefit plansInternal Revenue Code of 1986 (the “Code”) and the provisions of Executive Retirement Income Security Act of 1974, policies or arrangements which provide insurance and medical benefits on the same basis as was provided (ii) to the Employee prior to the Change extent that doing so will not result in Control Event for a period violation of twelve months after the date Code Section 409A, provide separate benefit arrangements or cash payments so that Executive receives amounts equivalent thereto, net of termination of Employee's employmenttax consequences.

Termination Upon Change in Control. (a) If a Change in Control occurs, all options, dividend equivalents and other rights granted to the Employee under any Company equity incentive plans shall be accelerated and shall become exercisable immediately prior to the closing of the Change in Control so as to permit the Employee fully to exercise all outstanding options and rights. If the Change in Control is not consummated, the Employee's election to exercise such options and rights pursuant hereto shall be of no effect and the Employee's options shall remain subject to the restrictions to which they were originally subject. (b) If a "Change in Control Event" (as defined in Appendix A to this Agreement) occurs, the Employee shall, if the Employee so elects by written notice to the Company within 90 days after such Change in Control Event, be entitled to terminate the Employee's employment, if not already terminated by the Company, and in either event to receive an amount equal to the product of two times the sum of (i) Employee's annual base salary at the rate in effect immediately before the Change in Control Event and (ii) an amount equal to Employee's last regular annual bonus (provided that for purposes hereof such regular annual bonus amount shall not exceed 50% of Employee's annual base salary at the rate in effect immediately before the Change in Control Event). (c) If a Change in Control Event occurs, the Employee shall also be entitled to continue to participate in each of the Company's employee benefit plans, policies or arrangements which provide insurance and medical benefits on the same basis as was provided to the Employee prior to the Change in Control Event for a period of twelve months after the date of termination of Employee's employment.

Termination Upon Change in Control. In the event the Employee's ---------------------------------- employment is terminated in a Termination Upon a Change in Control, the Employee shall be paid the following as severance compensation: (a) If a Change in Control occurs, all options, dividend equivalents and other rights granted to the Employee under any Company equity incentive plans shall be accelerated and shall become exercisable immediately prior to the closing For two (2) years following such termination of the Change in Control so as to permit the Employee fully to exercise all outstanding options and rights. If the Change in Control is not consummated, the Employee's election to exercise such options and rights pursuant hereto shall be of no effect and the Employee's options shall remain subject to the restrictions to which they were originally subject. (b) If a "Change in Control Event" (as defined in Appendix A to this Agreement) occurs, the Employee shall, if the Employee so elects by written notice to the Company within 90 days after such Change in Control Event, be entitled to terminate the Employee's employment, if not already terminated by the Company, and in either event to receive an amount (payable on the dates specified in subsection 4.1 except as otherwise provided herein) equal to the product of two times the sum of (i) Employee's annual base salary the Base Salary at the rate payable at the time of such termination and (ii) the average of the annual bonus earned by the Employee in effect the two (2) years immediately before preceding the date of termination. (b) In the event that the Employee is not otherwise entitled to fully exercise all awards granted to him under the Company's Incentive Stock Plan (or any other stock plan approved by the Company's Board of Directors and/or shareholders), and the Incentive Stock Plan (or other stock plan approved by the Company's Board of Directors and/or shareholders) does not otherwise provide for acceleration of exercisability upon the occurrence of the Change in Control Event and (ii) an amount equal to Employee's last regular annual bonus (provided that for purposes hereof described herein, such regular annual bonus amount awards shall not exceed 50% of Employee's annual base salary at the rate in effect become immediately before the exercisable upon a Change in Control Event)Control. (c) The Employee shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans of the Company in which the Employee is a participant to the full extent of the Employee's rights under such plans, including any perquisites provided under this Agreement, through the remainder of the Employment Term; provided, however, that the benefits under any such plans of the Company in which the Employee is a participant, including any such perquisites, shall cease upon the Employee's obtaining other employment. If a Change in Control Event occursnecessary to provide such benefits to the Employee, the Employee shall also be entitled Company shall, at its election, either: (i) amend its employee benefit plans to continue provide the benefits described in this paragraph (c), to participate in each the extent that such is permissible under the nondiscrimination requirements and other provisions of the Company's employee benefit plans, policies or arrangements which provide insurance Internal Revenue Code of 1986 (the "Code") and medical benefits on the same basis as was provided to provisions of the Employee prior to Retirement Income Security Act of 1974, or (ii) provide separate benefit arrangements or cash payments so that the Change in Control Event for a period Employee receives amounts equivalent thereto, net of twelve months after the date of termination of Employee's employmenttax consequences.

Termination Upon Change in Control. (a) If a In the event of the Employee's Termination Upon Change in Control occursControl, all options, dividend equivalents and other rights granted Employee shall be entitled to the following separation benefits: (i) those benefits earned under Section 2 (other than any unpaid incentive bonus) through the date of Employee's termination; (ii) Employee's employment as an officer of the Company shall terminate immediately; however, the Company shall continue Employee's employment as a non-officer employee of the Company for a period of four (4) months following the date of the Employee's termination (the "Severance Period"). During such period, Employee under any Company equity incentive plans shall be accelerated and shall become exercisable immediately prior entitled to the closing greater of (1) Employee's then current salary at the time of the Change in Control so as to permit the Employee fully to exercise all outstanding options and rights. If the Change in Control is not consummatedControl, the Employee's election to exercise such options and rights pursuant hereto shall be of no effect and the Employee's options shall remain subject to the restrictions to which they were originally subject. or (b) If a "Change in Control Event" (as defined in Appendix A to this Agreement) occurs, the Employee shall, if the Employee so elects by written notice to the Company within 90 days after such Change in Control Event, be entitled to terminate the Employee's employment, if not already terminated by the Company, and in either event to receive an amount equal to the product of two times the sum of (i2) Employee's annual base salary at and bonus over the rate preceding four (4) months, in effect immediately before either case less applicable withholding, payable in accordance with the Change in Control Event and (ii) an amount equal to EmployeeCompany's last regular annual bonus (provided that for purposes hereof such regular annual bonus amount shall not exceed 50% of Employee's annual base salary at the rate in effect immediately before the Change in Control Event).normal payroll practices; (ciii) If a Change in Control Event occurswithin ten (10) days of submission of proper expense reports by the Employee, the Company shall reimburse the Employee shall also be entitled for all expenses reasonably and necessarily incurred by the Employee in connection with the business of the Company prior to continue to participate in each his termination of employment; (iv) continued provision of the Company's standard employee benefit plansmedical insurance coverages through the end of the Severance Period; thereafter, policies or arrangements which provide Employee shall be entitled to elect continued medical insurance coverage in accordance with the applicable provisions of federal law (COBRA); provided, however, that in the event Employee becomes covered under another employer's group health plan during the period provided for herein, the Company shall cease provision of continued group health insurance for Employee; and (v) notwithstanding any provisions to the contrary contained in any stock option agreement between the Company and medical benefits on the same basis as was provided Employee, upon a Termination Upon Change in Control, (1) all stock options granted by the Company to the Employee prior to the Change in Control Event Control, which are not accelerated pursuant to the provisions of Section 5, shall become immediately exercisable and vested in full as of the time of such Termination Upon Change in Control; and (2) all such stock options shall remain exercisable for a period of twelve months after at least one (1) year, subject to any longer periods for exercise of such options set forth in the date particular option agreements. This Subsection 4(a)(v) shall apply to all such stock option agreements, whether heretofore or hereafter entered into between the Company and the Employee. (b) The Employee's entitlement to any benefits under Section 4 is conditioned upon the Employee's execution and delivery to the Company of termination (i) a general release of claims in a form satisfactory to the Company and (ii) a resignation from all of Employee's employmentpositions with the Company (with the exception of any continued employment for the purposes set forth in Section 4(a)) in a form satisfactory to the Company. (c) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity which offers products or services that are competitive with any products or services offered by the Company or with any products or services that Employee is aware the Company intends to offer, Employee shall be deemed to have resigned from his employment with the Company effective immediately upon such acceptance of employment or provision of services. Upon such resignation, Employee shall not be entitled to any further payments or benefits as provided under this Section 4. (d) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity while Employee continues to receive any separation benefits pursuant to this Section 4, Employee shall immediately notify the Company of such acceptance and provide to the Company information with respect to such person or entity as the Company may reasonably request in order to determine if that person's or entity's products or services are competitive with the Company's.

Termination Upon Change in Control. (a) If a Change in Control occurs, all options, dividend equivalents and other rights granted to the Employee under any Company equity incentive plans shall be accelerated and shall become exercisable immediately prior to the closing of the Change in Control so as to permit the Employee fully to exercise all outstanding options and rights. If the Change in Control is not consummated, the Employee's ’s election to exercise such options and rights pursuant hereto shall be of no effect and the Employee's ’s options shall remain subject to the restrictions to which they were originally subject. (b) If a "“Change in Control Event" ” (as defined in Appendix A to this Agreement) occurs, the Employee shall, if the Employee so elects by written notice to the Company within 90 days after such Change in Control Event, be entitled to terminate the Employee's ’s employment, if not already terminated by the Company, and in either event to receive an amount equal to the product of two times the sum of (i) Employee's ’s annual base salary at the rate in effect immediately before the Change in Control Event and (ii) an amount equal to Employee's ’s last regular annual bonus (provided that for purposes hereof such regular annual bonus amount shall not exceed 50% of Employee's ’s annual base salary at the rate in effect immediately before the Change in Control Event). (c) If a Change in Control Event occurs, the Employee shall also be entitled to continue to participate in each of the Company's ’s employee benefit plans, policies or arrangements which provide insurance and medical benefits on the same basis as was provided to the Employee prior to the Change in Control Event for a period of twelve months after the date of termination of Employee's ’s employment.

Termination Upon Change in Control. (a) If In the event that a Change in Control occurs, all options, dividend equivalents and other rights granted to the Employee under any Company equity incentive plans shall be accelerated and shall become exercisable immediately prior to the closing of the Change in Control so as to permit the Employee fully to exercise all outstanding options and rights. If the Change in Control is not consummated, the Employee's election to exercise such options and rights pursuant hereto shall be of no effect and the Employee's options shall remain subject to the restrictions to which they were originally subject. (b) If a "Change in Control Event" (as defined in Appendix A Delta's 1993 Incentive Plan, as amended, or as now or later defined by rules and regulations of the S.E.C.) of the Company or a sale of all or a majority of the Company's assets shall occur at any time during the Employment Period, as a result of which the Board of Directors appoints a person other than Employee to this Agreement) occursserve in the capacity for which Employee is employed hereunder, or as a result of which Employee shall elect to resign his executive position hereunder, Employee nevertheless shall be entitled to the benefits of and subject to all of the terms and conditions set forth herein, including, without limitation, the right to receive full compensation, funding and reimbursement as provided in Paragraphs 4, 5, 6 and 7 hereof regardless of whether Employee shallcontinues to perform any services for the Company. In addition, if in the Employee so elects by written notice to the Company within 90 days after event of any such Change in Control Eventor sale, be entitled to terminate irrespective of any resulting termination or resignation, the Company shall immediately cause all of Employee's employmentthen outstanding unexercised options or warrants, if not already terminated granted under the 1993 Incentive Plan, as amended, or otherwise, to be exercised by the CompanyCompany on behalf of Employee with the Company paying, and waiving or otherwise being responsible for the exercise prices therefore and, in either event addition, the Company shall thereupon pay to receive Employee an amount equal to the product of two times the sum of (i) Employee's annual base salary at the rate in effect immediately before the Change in Control Event estimated federal, state and (ii) an amount equal to Employee's last regular annual bonus (provided that for purposes hereof such regular annual bonus amount shall not exceed 50% of Employee's annual base salary at the rate in effect immediately before the Change in Control Event). (c) If a Change in Control Event occurs, the Employee shall also be entitled to continue to participate in each of the Company's employee benefit plans, policies or arrangements which provide insurance and medical benefits on the same basis as was provided local taxes applicable to the exercise of said warrants or options. All shares underlying said options or warrants shall be issued to Employee prior to immediately thereafter and all shares shall be covered by and included in an effective S-8 or similar registration statement filed with the Change in Control Event for a period of twelve months after the date of termination of Employee's employment.S.E.

Termination Upon Change in Control. (a) If a Change in Control occurs, all options, dividend equivalents and other rights granted to the Employee under any Company equity incentive plans shall be accelerated and shall become exercisable immediately prior to the closing of the Change in Control so as to permit the Employee fully to exercise all outstanding options and rights. If the Change in Control is not consummated, the Employee's ’s election to exercise such options and rights pursuant hereto shall be of no effect and the Employee's ’s options shall remain subject to the restrictions to which they were originally subject. (b) If a "“Change in Control Event" ” (as defined in Appendix A to this Agreement) occurs, the Employee shall, if the Employee so elects by written notice to the Company within 90 days after such Change in Control Event, be entitled to terminate the Employee's ’s employment, if not already terminated by the Company, and in either event to receive an amount equal to the product of two times the sum of (i) Employee's ’s annual base salary at the rate in effect immediately before the Change in Control Event and (ii) an amount equal to Employee's ’s last regular annual bonus (provided that for purposes hereof such regular annual bonus amount shall not exceed 50% of Employee's ’s annual base salary at the rate in effect immediately before the Change in Control Event). (c) If a Change in Control Event occurs, the Employee shall also be entitled to continue to participate in each of the Company's ’s employee benefit plans, policies or arrangements which provide insurance and medical benefits on the same basis as was provided to the Employee prior to the Change in Control Event for a period of twelve months after the date of termination of Employee's ’s employment.

Termination Upon Change in Control. (a) If In the event that a Change in Control occurs, all options, dividend equivalents and other rights granted to the Employee under any Company equity incentive plans shall be accelerated and shall become exercisable immediately prior to the closing of the Change in Control so as to permit the Employee fully to exercise all outstanding options and rights. If the Change in Control is not consummated, the Employee's election to exercise such options and rights pursuant hereto shall be of no effect and the Employee's options shall remain subject to the restrictions to which they were originally subject. (b) If a "Change in Control Event" (as defined in Appendix A Delta's 2001 Incentive Plan, as amended, or as now or later defined by rules and regulations of the S.E.C.) of the Company or a sale of all or a majority of the Company's assets shall occur at any time during the Employment Period, as a result of which Xxxxx X. Xxxxxx is not thereafter the Company's CEO and the Board of Directors appoints a person other than Employee to this Agreement) occursserve in the capacity for which Employee is employed hereunder, or as a result of which Employee shall elect to resign his executive position hereunder, Employee nevertheless shall be entitled to the benefits of and subject to all of the terms and conditions set forth herein, including, without limitation, the right to receive full compensation, funding and reimbursement as provided in Paragraphs 4, 5, 6 and 7 hereof regardless of whether Employee shallcontinues to perform any services for the Company. In addition, if in the Employee so elects by written notice to the Company within 90 days after event of any such Change in Control Eventor sale, be entitled to terminate and if Xxxxx X. Xxxxxx is not thereafter the Company's CEO, irrespective of any resulting termination or resignation, the Company shall immediately cause all of Employee's employmentthen outstanding unexercised options or warrants, if not already terminated granted under any of the Company's incentive plans or otherwise, to be exercised by the CompanyCompany on behalf of Employee with the Company paying, and waiving or otherwise being responsible for the exercise prices therefore and, in either event addition, the Company shall thereupon pay to receive Employee an amount equal to the product of two times the sum of (i) Employee's annual base salary at the rate in effect immediately before the Change in Control Event estimated federal, state and (ii) an amount equal to Employee's last regular annual bonus (provided that for purposes hereof such regular annual bonus amount shall not exceed 50% of Employee's annual base salary at the rate in effect immediately before the Change in Control Event). (c) If a Change in Control Event occurs, the Employee shall also be entitled to continue to participate in each of the Company's employee benefit plans, policies or arrangements which provide insurance and medical benefits on the same basis as was provided local taxes applicable to the exercise of said warrants or options. All shares underlying said options or warrants shall be issued to Employee prior to immediately thereafter and all shares shall be covered by and included in an effective S-8 or other appropriate registration statement filed with the Change in Control Event for a period of twelve months after the date of termination of Employee's employment.S.E.

Termination Upon Change in Control. (a) If In the event that a Change in Control occurs, all options, dividend equivalents and other rights granted to the Employee under any Company equity incentive plans shall be accelerated and shall become exercisable immediately prior to the closing of the Change in Control so as to permit the Employee fully to exercise all outstanding options and rights. If the Change in Control is not consummated, the Employee's election to exercise such options and rights pursuant hereto shall be of no effect and the Employee's options shall remain subject to the restrictions to which they were originally subject. (b) If a "Change in Control Event" (as defined in Appendix A Delta's 2001 Incentive Plan, as amended, or as now or later defined by rules and regulations of the S.E.C.) of the Company or a sale of all or a majority of the Company's assets shall occur at any time during the Employment Period, as a result of which the Board of Directors appoints a person other than Employee to this Agreement) occursserve in the capacity for which Employee is employed hereunder, or as a result of which Employee shall elect to resign his executive position hereunder, Employee nevertheless shall be entitled to the benefits of and subject to all of the terms and conditions set forth herein, including, without limitation, the right to receive full compensation, funding and reimbursement as provided in Paragraphs 4, 5, 6 and 7 hereof regardless of whether Employee shallcontinues to perform any services for the Company. In addition, if in the Employee so elects by written notice to the Company within 90 days after event of any such Change in Control Eventor sale, be entitled to terminate irrespective of any resulting termination or resignation, the Company shall immediately cause all of Employee's employmentthen outstanding unexercised options or warrants, if not already terminated granted under any of the Company's incentive plans or otherwise, to be exercised by the CompanyCompany on behalf of Employee with the Company paying, and waiving or otherwise being responsible for the exercise prices therefore and, in either event addition, the Company shall thereupon pay to receive Employee an amount equal to the product of two times the sum of (i) Employee's annual base salary at the rate in effect immediately before the Change in Control Event estimated federal, state and (ii) an amount equal to Employee's last regular annual bonus (provided that for purposes hereof such regular annual bonus amount shall not exceed 50% of Employee's annual base salary at the rate in effect immediately before the Change in Control Event). (c) If a Change in Control Event occurs, the Employee shall also be entitled to continue to participate in each of the Company's employee benefit plans, policies or arrangements which provide insurance and medical benefits on the same basis as was provided local taxes applicable to the exercise of said warrants or options. All shares underlying said options or warrants shall be issued to Employee prior to immediately thereafter and all shares shall be covered by and included in an effective S-8 or other appropriate registration statement filed with the Change in Control Event for a period of twelve months after the date of termination of Employee's employment.S.E.