Common use of Lump Sum Compensation Clause in Contracts

Lump Sum Compensation. In the event of the occurrence of a "Triggering Event," which shall be defined to include (i) change in ownership of 50% or more of the outstanding shares of the Company, or (ii) the merger, consolidation, reorganization or liquidation of the Company that results in a change in ownership of 50% or more in the direct or indirect ownership of the Company before the merger, consolidation, reorganization or liquidation, the Executive shall receive a lump sum compensation equal to his annual salary and incentive or bonus payments, if any, as would have been paid to the Executive during the Company's then current fiscal year (as if the Executive had been employed for the full fiscal year), within 30 days of the Triggering Event. All of Executive's granted but unvested options shall immediately vest upon the occurrence of a Triggering Event, and all of the shares underlying all the options held by him shall be registered on a Form S-8 (or any successor form) in a timely manner (no more than 45 days after such Triggering Event), to be sold to his by the Company or its successor as unrestricted and freely tradable shares. If the total amount of the change of control compensation were to exceed three times the Executive's base salary (the average annual taxable compensation of the Executive for the five years preceding the year in which the change of control occurs), the Company and the Executive may agree to reduce the lump sum compensation to be received by Executive in order to avoid the imposition of the golden parachute tax as provided in the Tax Reform Act of 1984, as amended by the Tax Reform Act of 1986. In the event the Executive is required to hire counsel to negotiate on his behalf in connection with his termination or resignation from the Company upon the occurrence of a Triggering Event, or in order to enforce his rights and the obligations of the Company as provided in this Paragraph, the Company shall reimburse to the Executive all reasonable attorney's fees which may be expended by the Executive in seeking to enforce the terms hereof. Such reimbursement shall be paid every 30 days after the Executive provides copies of invoices from the Executive's counsel to the Company.

Lump Sum Compensation. In the event of the occurrence of a "Triggering Event," which shall be defined to include include (i) change in ownership of 50% or more of the outstanding shares of the Company, or or (ii) the merger, consolidation, reorganization or liquidation of the Company that results in a change in ownership of 50% or more in the direct or indirect ownership of the Company before the merger, consolidation, reorganization or liquidation, the Executive shall receive a lump sum compensation equal to his her annual salary and incentive or bonus payments, if any, as would have been paid to the Executive during the Company's then current fiscal year (as if the Executive had been employed for the full fiscal year), within 30 days of the Triggering Event. All of Executive's granted but unvested options shall immediately vest upon the occurrence of a Triggering Event, and all of the shares underlying all the options held by him shall be registered on a Form S-8 (or any successor form) in a timely manner (no more than 45 days after such Triggering Event), to be sold to his her by the Company or its successor as unrestricted and freely tradable shares. If the total amount of the change of control compensation were to exceed three times the Executive's base salary (the average annual taxable compensation of the Executive for the five years preceding the year in which the change of control occurs), the Company and the Executive may agree to reduce the lump sum compensation to be received by Executive in order to avoid the imposition of the golden parachute tax as provided in the Tax Reform Act of 1984, as amended by the Tax Reform Act of 1986. In the event the Executive is required to hire counsel to negotiate on his behalf in connection with his termination or resignation from the Company upon the occurrence of a Triggering Event, or in order to enforce his her rights and the obligations of the Company as provided in this Paragraph, the Company shall reimburse to the Executive all reasonable attorney's fees which may be expended by the Executive in seeking to enforce the terms hereof. Such reimbursement shall be paid every 30 days after the Executive provides copies of invoices from the Executive's counsel to the Company.

Lump Sum Compensation. In the event of the occurrence of a "Triggering Event," which shall be defined to include (i) change in ownership of 50% or more of the outstanding shares of the Company, or (ii) the merger, consolidation, reorganization or liquidation of the Company that results in a change in ownership of 50% or more in the direct or indirect ownership of the Company before the merger, consolidation, reorganization or liquidation, the Executive shall receive a lump sum compensation equal to his annual salary and incentive or bonus payments, if any, as would have been paid to the Executive during the Company's then current fiscal year (as if the Executive had been employed for the full fiscal year), within 30 days of the Triggering Event. All of Executive's granted but unvested options shall immediately vest upon the occurrence of a Triggering Event, and all of the shares underlying all the options held by him shall be registered on a Form S-8 (or any successor form) in a timely manner (no more than 45 days after such Triggering Event), to be sold to his him by the Company or its successor as unrestricted and freely tradable shares. If the total amount of the change of control compensation were to exceed three times the Executive's base salary (the average annual taxable compensation of the Executive for the five years preceding the year in which the change of control occurs), the Company and the Executive may agree to reduce the lump sum compensation to be received by Executive in order to avoid the imposition of the golden parachute tax as provided in the Tax Reform Act of 1984, as amended by the Tax Reform Act of 1986. In the event the Executive is required to hire counsel to negotiate on his behalf in connection with his termination or resignation from the Company upon the occurrence of a Triggering Event, or in order to enforce his rights and the obligations of the Company as provided in this Paragraph, the Company shall reimburse to the Executive all reasonable attorney's fees which may be expended by the Executive in seeking to enforce the terms hereof. Such reimbursement shall be paid every 30 days after the Executive provides copies of invoices from the Executive's counsel to the Company.

Lump Sum Compensation. In the event of the occurrence of a "Triggering Event," which shall be defined to include (i) change in ownership of 50% or more of the outstanding shares of the Company, or (ii) the merger, consolidation, reorganization or liquidation of the Company that results in a change in of ownership of 50% or more in the direct or indirect ownership of the Company before the merger, consolidation, reorganization or liquidation, the Executive shall receive a lump sum compensation compensations equal to his annual salary and incentive or bonus payments, if any, as would have been paid to the Executive during the Company's then current fiscal year (( as if the Executive had been employed for the full fiscal year), ) within 30 days of the Triggering Event. All of Executive's granted but unvested options shall immediately vest upon the occurrence of Upon a Triggering Event, any outstanding but unvested options granted by Medix to the Executive shall immediately vest, and all of Medix shall cause the shares underlying all the options held by him shall to be registered on a Form S-8 (or any successor form) with the Securities and Exchange Commission so that the Executive will be free to sell such shares in a timely manner (no more than 45 days after the public securities markets. If Medix has been acquired by another publicly traded company, Medix shall cause that company to agree to exchange its options to acquire such Triggering Event)company's shares for the Medix options, and to cause such shares to be sold to his registered with the Securities and Exchange Commission for sale in the public securities markets by the Company or its successor Executive. If Medix has been acquired by a private company, Medix shall cause such company to offer to purchase the Executive's options granted by Medix upon the same terms as unrestricted and freely tradable sharesare offered to the Medix shareholders in connection with such company's acquisition of control of Medix. If the total amount of the change of control compensation were to exceed three times the Executive's base salary amount (the average annual annul taxable compensation of the Executive for the five years preceding the year in which the change of control occurs), the Company and the Executive may agree to reduce the lump sum compensation to be received by Executive in order to avoid the imposition of the golden parachute tax as provided in the Tax Reform Act of 1984, as amended by the Tax Reform Act of 1986. In the event the Executive is required to hire counsel to negotiate on his behalf in connection with his termination or resignation from the Company upon the occurrence of a Triggering Event, or in order to enforce his the rights and the obligations of the Company as provided in this Paragraph, the Company shall reimburse to the Executive all reasonable attorney's fees which may be expended by the Executive in seeking to enforce the terms hereof. Such reimbursement shall be paid every 30 days after the Executive provides copies of invoices from the Executive's counsel to the Company.

Lump Sum Compensation. In the event of the occurrence of a "Triggering Event," which shall be defined to include (i) change in ownership of 50% or more of the outstanding shares of the Company, or (ii) the merger, consolidation, reorganization or liquidation of the Company that results in a change in ownership of 50% or more in the direct or indirect ownership of the Company before the merger, consolidation, reorganization or liquidation, the Executive shall receive a lump sum compensation compensations equal to his annual salary and incentive or bonus payments, if any, as would have been paid to the Executive during the Company's then current fiscal year (( as if the Executive had been employed for the full fiscal year), ) within 30 days of the Triggering Event. All of Executive's granted but unvested options shall immediately vest upon the occurrence of Upon a Triggering Event, any outstanding but unvested options granted by the Company to the Executive shall immediately vest, and all of the Company shall cause the shares underlying all the options held by him shall to be registered on a Form S-8 (or any successor form) with the Securities and Exchange Commission so that the Executive will be free to sell such shares in a timely manner (no more than 45 days after the public securities markets. If the Company has been acquired by another publicly traded company, the Company shall cause that company to agree to exchange its options to acquire such Triggering Event)company's shares for the Company's options, and to cause such shares to be sold registered with the Securities and Exchange Commission for sale in the public securities markets by the Executive. If the Company has been acquired by a private company, the Company shall cause such company to his offer to purchase the Executive's options granted by the Company or its successor shares underlying the options, upon the same terms as unrestricted and freely tradable sharesare offered to the Company's shareholders in connection with such company's acquisition of control of the Company. If the total amount of the change of control compensation were to exceed three times the Executive's base salary amount (the average annual annul taxable compensation of the Executive for the five years preceding the year in which the change of control occurs), the Company and the Executive may agree to reduce the lump sum compensation to be received by Executive in order to avoid the imposition of the golden parachute tax as provided in the Tax Reform Act of 1984, as amended by the Tax Reform Act of 1986. In the event the Executive is required to hire counsel to negotiate on his behalf in connection with his termination or resignation from the Company upon the occurrence of a Triggering Event, or in order to enforce his the rights and the obligations of the Company as provided in this Paragraph, the Company shall reimburse to the Executive all reasonable attorney's fees which may be expended by the Executive in seeking to enforce the terms hereof. Such reimbursement shall be paid every 30 days after the Executive provides copies of invoices from the Executive's counsel to the Company.

Lump Sum Compensation. In the event of the occurrence of a "Triggering Event," which shall be defined to include a (i) change in ownership of 50% or 50%or more of the outstanding shares of the Company, or (ii) the merger, consolidation, reorganization or liquidation of the Company that results in a change in ownership of 50% or more in the direct or indirect ownership of the Company before the merger, consolidation, reorganization or liquidationCompany, the Executive shall receive a lump sum compensation equal to his annual salary and incentive or bonus payments, if any, as would have been paid to the Executive during the Company's then current most recent fiscal year (as if the Executive had been employed for the full fiscal year), ) and for the duration of this Agreement within 30 days of the Triggering Event. All The Executive will also receive complete vesting of Executive's any outstanding granted but unvested options shall immediately vest upon the occurrence and registration of a Triggering Event, and all of the underlying shares underlying all the options held by him shall be registered on a Form S-8 (or any successor form) in a timely manner (no more than 45 days after such Triggering Event), to be sold to his by the Company or its successor as unrestricted and freely tradable sharesnot previously registered. If the total amount of the change of control compensation were to exceed three times the Executive's base salary amount (the average annual taxable compensation of the Executive for the five years preceding the year in which the change of control occurs), the Company and the Executive may agree to reduce the lump sum compensation to be received by Executive in order to avoid the imposition of the golden parachute tax as provided in the Tax Reform Act of 1984, as amended by the Tax Reform Act of 1986. In the event the Executive is required to hire counsel to negotiate on his behalf in connection with his termination or resignation from the Company upon the occurrence of a Triggering Event, or in order to enforce his the rights and the obligations of the Company as provided in this Paragraph, the Company shall reimburse to the Executive all reasonable attorney's fees which that may be expended by the Executive in seeking to enforce the terms hereofhereof short of dispute resolution under paragraph 18. Such reimbursement shall be paid every 30 days after the Executive provides copies of invoices from the Executive's counsel to the Company.

Lump Sum Compensation. In the event of the occurrence of a "Triggering Event," which shall be defined to include a (i) change in ownership in one or a series of transactions of 50% or more of the outstanding shares of the Company, or (ii) the merger, consolidation, reorganization or liquidation of the Company that results in a change in ownership of 50% or more in Company, and following such Triggering Event the direct or indirect ownership of Executive's services are terminated by the Company before or the mergerExecutive or the Executive's duties, consolidation, reorganization authority or liquidationresponsibilities are substantially diminished, the Executive shall receive a lump sum compensation equal to 2.9 times his annual salary and incentive or bonus payments, if any, as would shall have been paid to the Executive during the Company's then current fiscal year (as if the Executive had been employed for the full fiscal year), most recent 12-month period within 30 days of the Triggering Event. All of Executive's granted but unvested options shall immediately vest upon the occurrence of a Triggering Event, and all of the shares underlying all the options held by him shall be registered on a Form S-8 (or any successor form) in a timely manner (no more than 45 days after such Triggering Event), to be sold to his by the Company or its successor as unrestricted and freely tradable shares. If the total amount of the change of control compensation were to exceed three (3) times the Executive's base salary amount (the average annual taxable compensation of the Executive for the five (5) years preceding the year in which the change of control occurs), the Company and the Executive may agree to reduce the lump sum compensation to be received by Executive in order to avoid the imposition of the golden parachute tax as provided in the Tax Reform Act of 1984, as amended by the Tax Reform Act of 1986. In the event the Executive is required to hire counsel to negotiate on his behalf in connection with his termination or resignation from the Company upon the occurrence of a Triggering Event, or in order to enforce his the rights and the obligations of the Company as provided in this Paragraph, the Company shall reimburse to the Executive all reasonable attorney's attorneys' fees which may be expended by the Executive in seeking to enforce the terms hereof. Such reimbursement shall be paid every 30 days after the Executive provides copies of invoices from the Executive's counsel to the Company. However, such invoices may be redacted to preserve the attorney-client privilege, client confidentiality or work product.