Common use of Acquisition Matters Clause in Contracts

Acquisition Matters. If an Acquisition Event, as hereinafter defined, ------------------- occurs, the following provisions shall apply to the Employee: a. If an Acquisition Event occurs, the Employee's base salary shall increase to annualized compensation of $175,000 per year, commencing on the Acquisition Event. Such amount shall be increased each January 1 commencing on January 1 following the Acquisition Event in accordance with the formula described in Paragraph 5(j) of the Third Amendment. b. On the occurrence of any Acquisition Event, all of the Employee's then unvested stock options and warrants shall be vested and then currently exercisable. c. If an Acquisition Event occurs, for the first six months that the Employee works after the Acquisition Event, the Company shall pay to the Employee a severance payment of one year of total compensation, and for each six months after the first six months that the Employee works after the Acquisition Event, the Company shall pay to the Employee a severance payment of six months of total compensation at such time as the Employee voluntarily resigns his employment or is terminated by death or disability, provided however, that the Employee's severance payment shall not exceed three years of total compensation. The severance payments provided herein shall be paid within ten (10) days of such voluntary resignation. d. If an Acquisition Event occurs, the Company shall not change the status of the Employee. A change of status shall mean the occurrence of any of the following events without the express written approval of the Employee: (i) any diminution or change in any manner adverse to the Employee of (x) his positions, duties, responsibilities, or status with the Company; (y) his reporting responsibilities, titles, offices or the manner in which he is held out to the public or the industry; or (z) his salary, bonus or other benefits, or (ii) the Company requiring him to be based at any office or location more than thirty miles from the Company's current main office in Massachusetts or the Company requiring the Employee to travel on Company business to a greater extent than the Employee traveled prior to the Acquisition Event.

Acquisition Matters. If an Acquisition Event, as hereinafter defined, ------------------- occurs, the following provisions shall apply to the Employee: a. If an Acquisition Event occurs, the Employee's base salary shall increase to annualized compensation of the greater of $175,000 per yearyear or the annualized compensation of the Employee on the date of such Acquisition Event, commencing on the Acquisition Event. Such amount shall be increased by a minimum amount each January 1 commencing on January 1 following the Acquisition Event in accordance with the formula described in Paragraph 5(j) of the Third Amendment5(f). b. On the occurrence of any Acquisition Event, all of the Employee's then unvested stock options and warrants shall be vested and then currently exercisable. c. If an Acquisition Event occurs, for the first six months that the Employee works after the Acquisition Eventoccurs and there is no Change of Status as defined in Paragraph 1, the Company or the acquirer shall be obligated to pay to the Employee a severance payment of equal to one year of total compensationTotal Compensation if the Employee works for the first six months after the Acquisition Event, and the Company or the acquirer shall be obligated to pay to the Employee a severance payment equal to six months of Total Compensation for each six months after the first six months that the Employee works after the Acquisition Event, the Company shall pay with such cumulative severance payments to the Employee a severance payment be made within ten (10) days of six months of total compensation at such time as the Employee voluntarily resigns his employment or is terminated by death or disability, provided however, that the Employee's severance payment shall not exceed three years of total compensationTotal Compensation. The "Total Compensation" as used herein and in Paragraph 5(g) shall include all base salary, bonus, and other benefits to which the Employee is entitled, with such amount to be calculated as provided in Paragraph 5(g). To avoid any confusion about the relationship of this Paragraph 21(c) with Paragraph 5(g) the Employee shall not be entitled to the severance payments provided herein shall described in this Paragraph 21(c) if the Employee has been paid the amounts required to be paid within ten (10) days of such voluntary resignation. d. If an Acquisition Event occurs, the Company shall not change the status of the Employee. A change of status shall mean the occurrence of any of the following events without the express written approval of the Employee: (i) any diminution or change in any manner adverse to the Employee of (x) his positions, duties, responsibilities, or status with the Company; (y) his reporting responsibilities, titles, offices or the manner in which he is held out to the public or the industry; or (z) his salary, bonus or other benefits, or (ii) the Company requiring him to be based at any office or location more than thirty miles from the Company's current main office in Massachusetts or the Company requiring the Employee to travel on Company business to a greater extent than the Employee traveled prior to the Acquisition Eventunder Paragraph 5(g).