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Section 401(a) or 403(a) of
the Code; ; and (III) you shall have no further rights to any other compensation or benefits
hereunder on or after the termination of employment or any other rights hereunder. If your
employment with the Company is terminated for any reason whatsoever, whether by you or the Company,
the Company would not be liable for, or obligated to pay you any bonus compensation or any other
compensation contemplated hereby not already paid or not already accrued at the date of such
termination, and no other benefits shall accrue or vest subsequent to such date.
For purposes of this Agreement, "Cause" shall mean any of the following: (1) commission by you of
criminal conduct which involves moral turpitude; (2) acts which constitute fraud or self-dealing by or
on the part of you against the Company, including, without limitation, misappropriation or embezzlement;
(3) your willful engagement in conduct which is materially injurious to the Company; or (4) your gross
misconduct in the performance of duties as an employee of the Company, including, without limitation,
failure to obey lawful written instructions of the Board of Directors of the Company, any committee
thereof or any executive officer of the Company or failure to correct any conduct which constitutes a
breach of any written agreement between you and the Company or of any written policy promulgated by the
Board of Directors of either the Company, any committee thereof or any executive officer of the Company,
in either case after not less than ten days' notice in writing to you of the Company's intention to
terminate you if such failure is not corrected within the specified period (or after such shorter notice
period if the Company in good xxxxx xxxxx such shorter notice period to be necessary due to the
possibility of material injury to the Company).
For purposes of this Agreement, "Change of Control" means the occurrence of one or more of the
following: (i) a "person" or "group" within the means the meaning of sections 13(d) and 14(d) of the
Securities and Exchange Act of 1934 (the "Exchange Act") becomes the "beneficial owner" (within the
meaning of Rule l3d-3 under the Exchange Act) of securities of the Company (including options, warrants,
rights and convertible and exchangeable securities) representing 50.1% or more of the combined voting
power of the Company's then outstanding securities in any one or more transactions unless approved by at
least two-thirds of the Board of Directors then serving at that time; provided, however, that purchases
by employee benefit plans of the Company and by the Company or its affiliates shall be disregarded; or
(ii) any sale, lease, exchange or other transfer (in one transaction or a series of related
transactions) of all, or substantially all, of the operating assets of the Company; or (iii) a merger or
consolidation, or a transaction having a similar effect, where (A) the Company is not the surviving
corporation, (B) the majority of the Common Stock of the Company is no longer held by the stockholders
of the Company immediately prior to the transaction, or (C) the Company's Common Stock is converted into
cash, securities or other property (other than the common stock of a company into which the Company is
merged), unless such merger, consolidation or similar transaction is with a subsidiary of the Company or
with another company, a majority of whose outstanding capital stock is owned by the same persons or
entities who own a majority of the Company's Common Stock at such time; or (iv) at any annual or special
meeting of stockholders of the Company at which a quorum is present (or any adjournments or
postponements thereof), or by written consent in lieu thereof, directors (each a "New Director" and
collectively the "New Directors") then constituting a majority of the Company's Board of Directors shall
be duly elected to serve as New Directors and such New Directors shall have been elected by stockholders
of the Company who shall be an (I) "Adverse Person(s)"; (II) "Acquiring Person(s)"; or (III) "40%
Person(s)" (as each of the terms set forth in (I), (II), and (III) hereof are
defined in that certain
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