Common use of Transaction Bonus Clause in Contracts

Transaction Bonus. In addition, in the event of a transaction involving a Change in Control, in a transaction approved by the Company’s Board of Directors, which transaction results in the receipt by the Company’s stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a “Change in Control Transaction”), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to one (1) times 50% of Executive’s Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, and which results in significant additional value for the Company’s stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors (a “Significant Event”). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s stock options received before the date of the transaction shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s stock options received before the effective date of the transaction shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested.

Transaction Bonus. In addition, in the event of a transaction involving a Change in Control, in a transaction approved by the Company’s 's Board of Directors, which transaction results in the receipt by the Company’s 's stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s 's common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a “"Change in Control Transaction”"), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to one (1) times 50% of Executive’s 's Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, and or which results in significant additional value receipt of a premium for the Company’s stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors 's stockholders (a “"Significant Event”"). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s 's stock options received before the date of the transaction granted prior to July 27, 1999 shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) and the 1993 Stock Option/Stock Issuance Plan prior to July 27, 1999 shall become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s 's stock options received before the effective date of the transaction granted prior to July 27, 1999 shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) and the 1993 Stock Option/Stock Issuance Plan prior to July 27, 1999 shall become fully vested.

Transaction Bonus. In addition, in the event of a transaction involving a Change in Control, in a transaction Control approved by the Company’s 's Board of Directors, which transaction results in the receipt by the Company’s 's stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s 's common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a “"Change in Control Transaction”"), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to one three (13) times 5060% of Executive’s 's Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, and which results in significant additional value for the Company’s 's stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors (a “"Significant Event”"). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s 's stock options received before the effective date of the transaction shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) and the 1993 Stock Option/Stock Issuance Plan received before the effective date of the transaction shall become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s 's stock options received before the effective date of the transaction shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) and the 1993 Stock Option/Stock Issuance Plan received before the effective date of the transaction shall become fully vested.

Transaction Bonus. In addition, in the event of a transaction involving a Change in Control, in a transaction approved by the Company’s 's Board of Directors, which transaction results in the receipt by the Company’s 's stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s 's common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a “"Change in Control Transaction”"), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to one (1) times 50% of Executive’s 's Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, and or which results in significant additional value receipt of a premium for the Company’s stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors 's stockholders (a “"Significant Event”"). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s 's stock options received before the date of the transaction shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) shall and become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s 's stock options received before the effective date of the transaction shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested.

Transaction Bonus. In addition, in the event of a transaction involving a Change in Control, in a transaction Control approved by the Company’s 's Board of Directors, which transaction results in the receipt by the Company’s 's stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s 's common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a “"Change in Control Transaction”"), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to one three (13) times 5055% of Executive’s 's Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, and or which results in significant additional value receipt of a premium for the Company’s stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors 's stockholders (a “"Significant Event”"). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s 's stock options received before the date of the transaction prior to or on January 26, 2001 shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (and the 1993 Stock Option/Stock Issuance Plan prior to or any subsequent plan) shall on January 26, 2001 become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s 's stock options received before the effective date of the transaction prior to or on January 26, 2001 shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (and the 1993 Stock Option/Stock Issuance Plan prior to or any subsequent plan) on January 26, 2001 shall become fully vested.

Transaction Bonus. In addition, in the event of a transaction involving a Change in Control, in a transaction Control approved by the Company’s 's Board of Directors, which transaction results in the receipt by the Company’s 's stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s 's common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a “"Change in Control Transaction”"), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to one three (13) times 5055% of Executive’s 's Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, and which results in significant additional value for the Company’s 's stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors (a “"Significant Event”"). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s 's stock options received before the effective date of the transaction shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) and the 1993 Stock Option/Stock Issuance Plan received before the effective date of the transaction shall become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s 's stock options received before the effective date of the transaction shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) and the 1993 Stock Option/Stock Issuance Plan received before the effective date of the transaction shall become fully vested.

Transaction Bonus. In addition, in the event of a transaction involving a Change in Control, in a transaction approved by the Company’s Board of Directors, which transaction results in the receipt by the Company’s stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a “Change in Control Transaction”), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to one (1) times 50% of Executive’s Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, and which results in significant additional value for the Company’s stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors (a “Significant Event”). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s stock options received before the date of the transaction shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s stock options received before the effective date of the transaction shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 1997 Stock Incentive Plan (( or any subsequent plan) shall become fully vested.

Transaction Bonus. In addition, in the event of a transaction involving a Change in Control, in a transaction approved by the Company’s 's Board of Directors, which transaction results in the receipt by the Company’s 's stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s 's common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a “"Change in Control Transaction”"), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to one (1) times 50% of Executive’s 's Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, and or which results in significant additional value receipt of a premium for the Company’s stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors 's stockholders (a “"Significant Event”"). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s 's stock options received before the date of the transaction after April 26, 2001 shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) shall and become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s 's stock options received before the effective date of the transaction after April 26, 2001 shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested.

Transaction Bonus. In addition, in the event of a transaction involving a Change in Control, in a transaction approved by the Company’s 's Board of Directors, which transaction results in the receipt by the Company’s 's stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the -2 closing prices per share of the Company’s 's common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a “"Change in Control Transaction”"), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to one (1) times 50% of Executive’s 's Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, and or which results in significant additional value receipt of a premium for the Company’s stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors 's stockholders (a “"Significant Event”"). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s 's stock options received before the date granted effective as of the transaction or prior to November 1, 2000 shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s 's stock options received before the granted effective date of the transaction on or prior to November 1, 2000 shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested.

Transaction Bonus. In addition, in the event of a transaction involving a Change in Control, in a transaction approved by the Company’s Board of Directors, which transaction results in the receipt by the Company’s stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a “Change in Control Transaction”), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to one two (12) times 50% of Executive’s Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, and which results in significant additional value for the Company’s stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors (a “Significant Event”). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s stock options received before the date of the transaction shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s stock options received before the effective date of the transaction shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested.

Transaction Bonus. In addition, in the event of a transaction involving a Change in Control, in a transaction approved by the Company’s 's Board of Directors, which transaction results in the receipt by the Company’s 's stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s 's common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a “"Change in Control Transaction”"), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to one (1) times 50% of Executive’s 's Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, and which results in significant additional value for the Company’s 's stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors (a “"Significant Event”"). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s 's stock options received before the date of the transaction shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) shall and become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s 's stock options received before the effective date of the transaction shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested.

Transaction Bonus. In addition, in the event of a transaction involving a Change in Control, in a transaction approved by the Company’s 's Board of Directors, which transaction results in the receipt by the Company’s 's stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s 's common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a “"Change in Control Transaction”"), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to one three (13) times 5055% of Executive’s 's Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, and or which results in significant additional value receipt of a premium for the Company’s stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors 's stockholders (a “"Significant Event”"). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s 's stock options received before the date of the transaction granted prior to July 27, 1999 shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) and the 1993 Stock Option/Stock Issuance Plan prior to July 27, 1999 shall become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s 's stock options received before the effective date of the transaction granted prior to July 27, 1999 shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) and the 1993 Stock Option/Stock Issuance Plan prior to July 27, 1999 shall become fully vested.

Transaction Bonus. In addition, in the event of a transaction involving a Change in Control, in a transaction approved by the Company’s 's Board of Directors, which transaction results in the receipt by the Company’s 's stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s 's common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a “"Change in Control Transaction”"), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to one two (12) times 5060% of Executive’s 's Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, Company and which results in significant additional value for the Company’s 's stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors (a “"Significant Event”"). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s 's stock options received before the effective date of the transaction shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s 's stock options received before the effective date of the transaction shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested.

Transaction Bonus. In addition, in the event of a transaction involving a Change in Control, in a transaction approved by the Company’s 's Board of Directors, which transaction results in the receipt by the Company’s 's stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s 's common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a “"Change in Control Transaction”"), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to one (1) times 50% of Executive’s 's Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, and which results in significant additional value for the Company’s 's stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors (a “"Significant Event”"). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s 's stock options received before the effective date of the transaction shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s 's stock options received before the effective date of the transaction shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested.

Transaction Bonus. In addition, in the event of a transaction involving a Change in Control, in a transaction approved by the Company’s 's Board of Directors, which transaction results in the receipt by the Company’s 's stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s 's common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a “"Change in Control Transaction”"), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to one three (13) times 5060% of Executive’s 's Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, and or which results in significant additional value receipt of a premium for the Company’s stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors 's stockholders (a “"Significant Event”"). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s 's stock options received before the date of the transaction granted prior to July 27, 1999 shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) and the 1993 Stock Option/Stock Issuance Plan prior to July 27, 1999 shall become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s 's stock options received before the effective date of the transaction granted prior to July 27, 1999 shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) and the 1993 Stock Option/Stock Issuance Plan prior to July 27, 1999 shall become fully vested.

Transaction Bonus. In addition, in the event of a transaction involving a Change in Control, in a transaction approved by the Company’s Board of Directors, which transaction results in the receipt by the Company’s stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a “Change in Control Transaction”), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to one (1) times 50% of Executive’s Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, and which results in significant additional value for the Company’s stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors (a “Significant Event”). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s stock options received before the date of the transaction shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 1997 Stock Incentive Plan (or any subsequent plan) shall and become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s stock options received before the effective date of the transaction shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested.