Common use of Termination by the Executive Upon Change of Control Clause in Contracts

Termination by the Executive Upon Change of Control. Upon a “Change in Control”, the Executive shall be entitled to terminate his employment and, within 30 days, receive a lump sum payment from the Company equal to the amounts prescribed in subparagraph 12.2 and all previously granted stock options shall immediately vest. For purpose of this section “Change in Control” shall have the same meaning as contained in the Company’s Stock Option Agreements and shall mean: (a) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act")), other than a trustee or other fiduciary holding securities of the Company under an employee benefit plan of the Company, becomes the "beneficial owner" (as defined in Rule 1 3d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of (A) the outstanding shares of common stock of the Company or (B) the combined voting power of the Company's then-outstanding securities; (b) the Company is party to a merger or consolidation, or series of related transactions, which results in the voting securities of the Company outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving or another entity) at least fifty (50%) percent of the combined voting power of the voting securities of the Company or such surviving or other entity outstanding immediately after such merger or consolidation; (c) the sale or disposition of all or substantially all of the Company's assets (or consummation of any transaction; or series of related transactions, having similar effect); (d) there occurs a change in the composition of the Board of Directors of the Company within the term of this agreement, as a result of which fewer than a majority of the directors are Incumbent Directors; (e) the dissolution or liquidation of the Company; or (f) any transaction or series of related transactions that has the substantial effect of any one or more of the foregoing.

Termination by the Executive Upon Change of Control. Upon a “Change in Control”, the Executive shall be entitled to terminate his employment and, within 30 days, receive a lump sum payment from the Company equal to the amounts prescribed in subparagraph 12.2 and all previously granted stock options shall immediately vest. For purpose of this section “Change in Control” shall have the same meaning as contained in the Company’s Stock Option Agreements and shall mean: (a) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act")), other than a trustee or other fiduciary holding securities of the Company under an employee benefit plan of the Company, becomes the "“beneficial owner" (as defined in Rule 1 3d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of (A) the outstanding shares of common stock of the Company or (B) the combined voting power of the Company's then-outstanding securities; (b) the Company is party to a merger or consolidation, or series of related transactions, which results in the voting securities of the Company outstanding immediately prior thereto failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving or another entity) at least fifty (50%) percent of the combined voting power of the voting securities of the Company or such surviving or other entity outstanding immediately after such merger or consolidationconsolidations; (c) the sale or disposition of all or substantially all of the Company's assets (or consummation of any transaction; or series of related transactions, having similar effect); (d) there occurs a change in the composition of the Board of Directors of the Company within the term of this agreement, as a result of which fewer than a majority of the directors are Incumbent Directors; (e) the dissolution or liquidation of the Company; , or (f) any transaction or series of related transactions that has the substantial effect of any one or more of the foregoing.