Common use of Occurrence of a Change in Control Clause in Contracts

Occurrence of a Change in Control. If there is a Change in Control (as defined in § II) during the term of Agreement, and any of the following events occur, in addition to any monies already owed under other operative agreements, if applicable, the Company will pay Executive one (1) year of Base Salary, the pro-rata portion of Executive’s Bonus accrued up to the date of separation from the Company, and all unvested options to purchase shares will automatically vest, if: (a) Executive is involuntarily terminated without Cause (as defined in § V) within twelve (12) months following the date of such Change in Control, but within the term of the Agreement; or (b) Executive terminates voluntarily with Good Reason (as defined in § IV) within twelve (12) months following the date of such Change in Control, but within the term of the Agreement. For purposes of this § III (b), the date of a Change in Control will be the closing date of such transactions described in § II.