Common use of Termination Upon a Change in Control Clause in Contracts

Termination Upon a Change in Control. In the event of a ------------------------------------ "Termination Upon a Change in Control," as hereinafter defined, the Employee shall immediately be paid all accrued salary, bonus compensation to the extent earned, vested deferred compensation (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plans), any benefits under any plans of the Company in which Employee is a participant to the full extent of the Employee's rights under such plans, accrued vacation pay and any appropriate business expenses incurred by the Employee in connection with his duties hereunder, all to the date of termination, and all severance compensation provided in subsection 6.1. "Termination Upon a Change in Control" shall mean a termination by the Employee of the Employee's employment with the Company following a "Change in Control," as hereinafter defined. "Change in Control" shall mean (i) the date on which the Company first determines that any person and all other persons which constitute a group, within the meaning of Section 13(d)(3) of the Exchange Act, have acquired direct or indirect beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of twenty percent (20%) or more of the Company's outstanding securities, unless a majority of the "Continuing Directors", as hereinafter defined, approves the acquisition not later than ten (10) business days after the Company makes that determination, or (ii) the first day on which a majority of the members of the Board of Directors are not Continuing Directors. "Continuing Directors" shall mean, as of any date of determination, any member of the Board of Directors who (i) was a member of the Board of Directors on December 31, 1993, (ii) has been a member of the Board of Directors for the two years immediately preceding such date of determination, or (iii) was nominated for election or elected to the Board of Directors with the affirmative vote of the greater of (A) a majority of the Continuing Directors who were members of the Board of Directors at the time of such nomination or election or (B) at least four Continuing Directors.

Termination Upon a Change in Control. In the event of a ------------------------------------ "Termination Upon a Change in Control," as hereinafter defined, the Employee shall immediately be paid all accrued salary, bonus compensation to the extent earned, vested deferred compensation (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plans), any benefits under any plans of the Company in which Employee is a participant to the full extent of the Employee's rights under such plans, accrued vacation pay and any appropriate business expenses incurred by the Employee in connection with his her duties hereunder, all to the date of termination, and all severance compensation provided in subsection 6.1. "Termination Upon a Change in Control" shall mean a termination by the Employee of the Employee's employment with the Company following a "Change in Control," as hereinafter defined. "Change in Control" shall mean (i) the date on which the Company first determines that any person and all other persons which constitute a group, within the meaning of Section 13(d)(3) of the Exchange Act, have acquired direct or indirect beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of twenty percent (20%) or more of the Company's outstanding securities, unless a majority of the "Continuing Directors", as hereinafter defined, approves the acquisition not later than ten (10) business days after the Company makes that determination, or (ii) the first day on which a majority of the members of the Board of Directors are not Continuing Directors. "Continuing Directors" shall mean, as of any date of determination, any member of the Board of Directors who (i) was a member of the Board of Directors on December 31, 1993, (ii) has been a member of the Board of Directors for the two years immediately preceding such date of determination, or (iii) was nominated for election or elected to the Board of Directors with the affirmative vote of the greater of (A) a majority of the Continuing Directors who were members of the Board of Directors at the time of such nomination or election or (B) at least four Continuing Directors.

Termination Upon a Change in Control. (a) In the event of a ------------------------------------ "Termination Upon a Change in Control," Control (as hereinafter hereafter defined) occurs during the Employment Period, the Employee Executive may terminate her employment and this Agreement if the Executive is: (1) assigned any position, duties or responsibilities that are significantly diminished or changed when compared with the position, duties, responsibilities or compensation of the Executive prior to such Change in Control; In the event the Executive terminates this Agreement pursuant to this Section 6.4, or the Executive’s employment is terminated within six months of a Change of Control, the Executive shall immediately be paid all accrued salary, bonus compensation entitled to the extent earnedcompensation specified in Section 7.4 hereof, vested deferred and any other compensation and benefits provided in this Agreement in connection with a Change in Control of the Company. (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plans)b) For purposes of this Agreement, any benefits under any plans a Change of Control of the Company shall be deemed to have occurred at such time as: (1) Any person (as the term is used in which Employee is a participant to the full extent of the Employee's rights under such plans, accrued vacation pay Sections 13(d) and any appropriate business expenses incurred by the Employee in connection with his duties hereunder, all to the date of termination, and all severance compensation provided in subsection 6.1. "Termination Upon a Change in Control" shall mean a termination by the Employee of the Employee's employment with the Company following a "Change in Control," as hereinafter defined. "Change in Control" shall mean (i) the date on which the Company first determines that any person and all other persons which constitute a group, within the meaning of Section 13(d)(314(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act, have acquired direct or indirect )) becomes the beneficial ownership, within the meaning of owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of twenty percent (20%) or voting securities of the Company representing more than 50% of the Company's ’s outstanding securities, unless a majority voting securities or rights to acquire such securities except for any voting securities issued or purchased under any employee benefit plan of the "Continuing Directors"Company or its subsidiaries; or (2) Any sale, as hereinafter definedlease, approves exchange or other transfer (in one transaction or a series of transactions) of all or substantially all of the acquisition not later than ten assets of the Company; or (103) business days after A plan of liquidation of the Company makes that determination, or (ii) an agreement for the first day on which a majority sale or liquidation of the members of Company is approved and completed; or (4) The Board determines in its sole discretion that a Change in Control has occurred, whether or not any event described above has occurred or is contemplated. (c) If the Board of Directors are not Continuing Directors. "Continuing Directors" shall mean, as of any date of determination, any member of the Board of Directors who (i) was a member of the Board of Directors on December 31, 1993, (ii) has been a member of the Board of Directors for the two years immediately preceding such date of determination, or (iii) was nominated for election or elected Executive elects to terminate her employment pursuant to the Board terms of Directors with this Section 6.4, the affirmative vote of Executive shall give the greater of Company at least thirty (A30) a majority of the Continuing Directors who were members of the Board of Directors at the time days’ written termination notice of such nomination or election or (B) at least four Continuing Directorstermination date. The Termination Date shall be the date specified in such notice.

Termination Upon a Change in Control. In the event 11.1 For purposes of this Agreement, a ------------------------------------ "Termination Upon a Change in Control," as hereinafter defined, the Employee shall immediately be paid all accrued salary, bonus compensation to the extent earned, vested deferred compensation (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plans), any benefits under any plans of the Company in which Employee is a participant to the full extent of the Employee's rights under such plans, accrued vacation pay and any appropriate business expenses incurred by the Employee in connection with his duties hereunder, all to the date of termination, and all severance compensation provided in subsection 6.1. "Termination Upon a Change in Control" shall mean a termination by the Employee of the Employee's employment with the Company following a "Change in Control," as hereinafter defined. "Change in Control" shall mean (i) a tender offer or exchange offer has been made for shares of Bank Holding Company's equity securities, provided that the date on corporation, person or entity making such offer purchases or otherwise acquires shares of Bank Holding Company's equity securities representing 50% or more of the outstanding shares of Bank Holding Company's equity securities pursuant to such offer, (ii) the shareholders of Bank's Holding Company have approved a definitive agreement to merge or consolidate with or into another corporation pursuant to which Bank or Bank's Holding Company will not survive or will survive only as a subsidiary of another corporation, or to sell or otherwise dispose of all or substantially all of their assets, or (iii) the time that Bank's Holding Company (at any time following the registration by Bank's Holding Company of any class of its voting securities under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) first determines that any person and all other persons which who constitute a group, group (within the meaning of Section 13(d)(3) of the Exchange Act), have acquired direct or indirect beneficial ownership, ownership (within the meaning of Rule 13d-3 Section 13(d)(3) under the Exchange Act, ) of twenty fifty percent (2050%) or more of the Bank Holding Company's outstanding voting securities, unless such persons or group own greater than fifty percent (50%) of any such securities on the date of this Agreement or unless a majority of the "Continuing Directors", Directors (as hereinafter defined, ) approves the acquisition not later than ten (10) business days after the Bank's Holding Company makes that such determination. 11.2 For purposes of this Agreement, or (ii) the first day on which a majority of the members of the Board of Directors are not Continuing Directors. "Continuing Directors" shall mean, as of any date of determination, any member of the Board of Directors of Bank who (i) was a member of the Board of Directors on December 31, 1993the later of the date of this Agreement or the date of any renewal of this Agreement, (ii) has been a member of the Board of Directors for the two years immediately preceding such date of determination, determination or (iii) was nominated for election or elected to the Board of Directors with the affirmative vote of the greater of (A) a majority of the Continuing Directors who were members of the Board of Directors at the time of such nomination or election or (B) at least four Continuing Directorselection.

Termination Upon a Change in Control. In the event (i) If, within one (1) year of a ------------------------------------ "Termination Upon Change in Control (as defined below), Employee’s employment with Remedy is terminated by Remedy for any reason except for Cause, Employee shall receive a cash, lump-sum payment from Remedy, on the tenth (10th) business day following the date of termination of Employee’s employment with Remedy, in an amount equal to two (2) times the then current annual total compensation (including salary and maximum bonus) of Employee (the “Severance Payment”). In such case of a Change in Control," as hereinafter defined, the Employee shall immediately be paid all accrued salary, bonus compensation provisions herein applicable to Remedy will apply to Remedy’s successor. (ii) Notwithstanding anything in this Section 2 to the extent earnedcontrary, vested deferred compensation (other than pension plan or profit sharing plan benefits which will be paid in accordance with if the applicable plansSeverance Payment under Section 2(a)(i), any benefits under any plans either alone or together with other cash payments which Employee has the right to receive from Remedy, would constitute a “parachute payment” (as defined in Section 280G of the Company in which Employee is a participant Internal Revenue Code of 1986, as amended (the “Code”)), such Severance Payment shall be reduced to the full extent maximum amount as will result in no portion of Severance Payment being a parachute payment (as defined in Section 280G of the Employee's rights under such plansCode). (iii) For purposes of this Agreement, accrued vacation pay and any appropriate business expenses incurred by the Employee in connection with his duties hereunder, all to the date of termination, and all severance compensation provided in subsection 6.1. "Termination Upon a “Change in Control" ” shall mean a termination by the Employee of the Employee's employment with the Company following a "Change in Control," as hereinafter defined. "Change in Control" shall mean (i) the date on which the Company first determines that be deemed to occur if any person and all other persons which constitute a groupperson, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (excluding for this purpose Remedy or its subsidiaries, have acquired direct or indirect any employee benefit plan of Remedy or its subsidiaries that acquires beneficial ownershipownership of voting securities of Remedy, or any underwriter or underwriting syndicate acquiring shares of Remedy’s stock in connection with a public offering thereof) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act, ) of twenty fifty percent (2050%) or more of either the Company's then outstanding securities, unless a majority shares of Class A Common Stock of Remedy (the "Continuing Directors", as hereinafter defined, approves “Common Stock”) or the acquisition not later than ten (10) business days after combined voting power of Remedy’s then outstanding securities entitled to vote generally in the Company makes that determination, or (ii) the first day on which a majority election of the members of the Board of Directors are not Continuing Directors. "Continuing Directors" shall mean, as of any date of determination, any member of the Board of Directors who (i) was a member of the Board of Directors on December 31, 1993, (ii) has been a member of the Board of Directors for the two years immediately preceding such date of determination, or (iii) was nominated for election or elected to the Board of Directors with the affirmative vote of the greater of (A) a majority of the Continuing Directors who were members of the Board of Directors at the time of such nomination or election or (B) at least four Continuing Directorsdirectors.

Termination Upon a Change in Control. In the event (i) If, within two (2) years of a ------------------------------------ Change in Control (as defined below), Employee's employment with Remedy is terminated by Remedy for any reason except for Cause, Employee shall receive a cash, lump-sum payment from Remedy, on the tenth (10th) business day following the date of termination of Employee's employment with Remedy, in an amount equal to two (2) times the then current annual total compensation (including salary and maximum bonus) of Employee (the "Termination Upon Severance Payment"). In such case of a Change in Control," as hereinafter defined, the Employee shall immediately be paid all accrued salary, bonus compensation provisions herein applicable to Remedy will apply to Remedy's successor. (ii) Notwithstanding anything in this Section 2 to the extent earnedcontrary, vested deferred compensation (other than pension plan or profit sharing plan benefits which will be paid in accordance with if the applicable plansSeverance Payment under Section 2(a)(i), any benefits under any plans either alone or together with other cash payments which Employee has the right to receive from Remedy, would constitute a "parachute payment" (as defined in Section 280G of the Company in which Employee is a participant Internal Revenue Code of 1986, as amended (the "Code")), such Severance Payment shall be reduced to the full extent maximum amount as will result in no portion of Severance Payment being a parachute payment (as defined in Section 280G of the Employee's rights under such plansCode). (iii) For purposes of this Agreement, accrued vacation pay and any appropriate business expenses incurred by the Employee in connection with his duties hereunder, all to the date of termination, and all severance compensation provided in subsection 6.1. "Termination Upon a Change in Control" shall mean a termination by the Employee of the Employee's employment with the Company following a "Change in Control," as hereinafter defined. "Change in Control" shall mean (i) the date on which the Company first determines that be deemed to occur if any person and all other persons which constitute a groupperson, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (excluding for this purpose Remedy or its subsidiaries, have acquired direct or indirect any employee benefit plan of Remedy or its subsidiaries that acquires beneficial ownershipownership of voting securities of Remedy, or any underwriter or underwriting syndicate acquiring shares of Remedy' stock in connection with a public offering thereof) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act, ) of twenty fifty percent (2050%) or more of either the Company's then outstanding securities, unless a majority shares of Class A Common Stock of Remedy (the "Continuing DirectorsCOMMON STOCK", as hereinafter defined, approves ) or the acquisition not later than ten (10) business days after combined voting power of Remedy's then outstanding securities entitled to vote generally in the Company makes that determination, or (ii) the first day on which a majority election of the members of the Board of Directors are not Continuing Directors. "Continuing Directors" shall mean, as of any date of determination, any member of the Board of Directors who (i) was a member of the Board of Directors on December 31, 1993, (ii) has been a member of the Board of Directors for the two years immediately preceding such date of determination, or (iii) was nominated for election or elected to the Board of Directors with the affirmative vote of the greater of (A) a majority of the Continuing Directors who were members of the Board of Directors at the time of such nomination or election or (B) at least four Continuing Directorsdirectors.

Termination Upon a Change in Control. In Employee shall have the unilateral right, to be exercised or not in his sole discretion, to terminate this Agreement under this Section 13 within one hundred eighty (180) days after a Change in Control (as such term is hereinafter defined). Notwithstanding any statement contained in this Agreement to the contrary (other than in section 11), in the event of a ------------------------------------ "Termination Upon Employee's termination of employment for any reason within one hundred eighty (180) days following a Change in Control," as hereinafter defined, the Employee shall immediately be paid all accrued salary, bonus compensation entitled to the extent earnedcompensation and benefits described in Section 13(b). (a) For purposes of this Agreement, vested deferred compensation a Change in Control means the occurrence of any of the following events, provided that references to the Company in this section 13(a) shall be treated as a reference to AHS Management Company, Inc., Ardent Health Services LLC or Behavioral Healthcare Corporation: (1) An acquisition (other than pension plan or profit sharing plan benefits which will be paid in accordance with directly from the applicable plans), Company) of any benefits under any plans voting securities of the Company in which Employee (the "Voting Securities") by any "Person" (as that term is a participant to the full extent of the Employee's rights under such plans, accrued vacation pay and any appropriate business expenses incurred by the Employee in connection with his duties hereunder, all to the date of termination, and all severance compensation provided in subsection 6.1. "Termination Upon a Change in Control" shall mean a termination by the Employee of the Employee's employment with the Company following a "Change in Control," as hereinafter defined. "Change in Control" shall mean (i) the date on which the Company first determines that any person and all other persons which constitute a group, within the meaning used for purposes of Section 13(d)(313(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), have acquired direct or indirect beneficial ownership, immediately after which such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act, ) of twenty more than fifty percent (2050%) or more of the combined voting power of the Company's then outstanding securitiesvoting Securities; provided, unless however, in determining whether a majority of Change in Control has occurred, Voting Securities which are acquired in a Non-Control Acquisition shall not constitute an acquisition which would cause a Change in Control. A "Non-Control Acquisition" shall mean an acquisition by (1) an employee benefit plan (or a trust forming a part thereof) maintained by (A) the "Continuing Directors", as hereinafter defined, approves the acquisition not later than ten (10) business days after the Company makes that determinationCompany, or (iiB) the first day on any corporation or other Person of which a majority of its voting power or its voting equity securities or equity interest is owned, directly or indirectly, by the members Company (for purposes of the Board of Directors are not Continuing Directors. this definition, a "Continuing Directors" shall mean, as of any date of determination, any member of the Board of Directors who (i) was a member of the Board of Directors on December 31, 1993Subsidiary"), (ii2) has been a member of the Board of Directors for the two years immediately preceding such date of determinationCompany or its Subsidiaries, or (iii3) was nominated for election or elected to the Board of Directors any person in connection with the affirmative vote of the greater of a Non-Control Transaction (A) a majority of the Continuing Directors who were members of the Board of Directors at the time of such nomination or election or (B) at least four Continuing Directors.as hereinafter defined);

Termination Upon a Change in Control. In (a) Notwithstanding anything in this Agreement to the contrary, in the event of a ------------------------------------ "Termination Upon a Change in Control," as hereinafter defined, the Employee shall immediately be paid all accrued salary, bonus compensation to the extent earned, vested deferred compensation (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plans), any benefits under any plans of the Company in which Employee is a participant to the full extent of the Employee's rights under such plans, accrued vacation pay and any appropriate business expenses incurred by the Employee in connection with his duties hereunder, all to the date of termination, and all severance compensation provided in subsection 6.1. "Termination Upon a Change in Control" shall mean a termination by the Employee of the Employeethat Executive's employment with the Company following (or its successor) is terminated by the Company without "cause" (hereinafter defined), including upon the expiration of the term of this Agreement, or by Executive for "good reason" (hereinafter defined) within two (2) years of a Change in Control (hereinafter defined), the Company shall pay or cause to be paid to Executive in cash a severance payment equal to two (2) times the sum of (i) the highest annual Base Salary to which Executive was entitled to receive at any time during his employment, plus (ii) the average bonus, if any, paid to Executive during the three (3) calendar years prior to the termination event entitling Executive to receive severance payment. Any severance payment shall be paid to Executive within thirty (30) days after the date of termination. (b) At Executive's sole discretion, (i) any unvested options shall vest immediately prior to such Change in Control and (ii) to the extent that Executive has not earned the entire Incentive Bonus, any unearned portion of the Incentive Bonus shall be paid to Executive upon such Change in Control. (c) As used in this Agreement, a "Change in Control," as hereinafter defined. "Change in Control" shall mean (i) the date on which of the Company first determines that shall be deemed to have occurred if: (1) any person (a "Person"), as such term is used in Sections 13(d) and all other persons which constitute a group, within the meaning of Section 13(d)(314(d) of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") (other than (a) the Company and/or or its wholly owned subsidiaries; (b) any ESOP or other employee benefit plan of the Company and any trustee or other fiduciary in such capacity holding securities under such plan; (c) any corporation owned, have acquired direct directly or indirect indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock the Company; or (d) any other Person who is as of the date of this Agreement an executive officer of the Company or any group of Persons of which he/she voluntarily is a part) is or becomes the "beneficial ownership, within the meaning of owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of twenty percent (securities of the Company representing 20%) % or more of the combined voting power of the Company's then outstanding securities; or (2) during any two-year period beginning on the date of this Agreement, unless Directors of the Company in office at the beginning of such period plus any new Director whose election by the Board or whose nomination for election by the Company's shareholders was approved by a vote of at least two-thirds of the Directors then still in office who either were Directors at the beginning of the period or whose election or nomination for election was previously so approved shall cease for any reason to constitute at least a majority of the Board; or (3) the Company's shareholders or the Board shall approve (a) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which the Company's voting common shares (the "Continuing DirectorsCommon Shares") would be converted into cash, as hereinafter definedsecurities, approves and/or other property other than a merger of the acquisition not later than ten (10) business days Company in which holders of Common Shares immediately prior to the merger have the same proportionate ownership of Common Shares of the surviving corporation immediately after the Company makes that determinationmerger as they had in the Common Shares immediately before; (b) any sale, lease, exchange, or other transfer (iiin one transaction or a series of related transactions) of all or substantially all the assets or earning power of the Company; or (c) the first day on which a majority liquidation or dissolution of the members of the Board of Directors are not Continuing Directors. "Continuing Directors" shall mean, as of any date of determination, any member of the Board of Directors who (i) was a member of the Board of Directors on December 31, 1993, (ii) has been a member of the Board of Directors for the two years immediately preceding such date of determination, or (iii) was nominated for election or elected to the Board of Directors with the affirmative vote of the greater of (A) a majority of the Continuing Directors who were members of the Board of Directors at the time of such nomination or election or (B) at least four Continuing DirectorsCompany.

Termination Upon a Change in Control. In the event of a ------------------------------------ "Termination Upon a Change in Control," Control (as hereinafter defineddefined below), the Employee shall immediately be paid all accrued salary, bonus compensation to the extent earned, vested deferred compensation (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plans)compensation, any benefits then due under any plans of the Company Corporation in which Employee is a participant to the full extent of the Employee's rights under such plansparticipant, accrued vacation pay and any appropriate business expenses incurred by the Employee in connection with his duties hereunderduties, all to the date of termination, and all termination ("Accrued Compensation"). Employee shall also be entitled to the severance compensation provided described in subsection 6.1Section 3, subject to the terms and conditions set forth in that Section. "Termination Upon a Change in Control" shall mean a termination by the Employee for Good Reason (as defined below) of the Employee's employment with the Company following Corporation within eighteen (18) months after the occurrence of a "Change in Control," Control (as hereinafter defineddefined below) or a termination by the Corporation of Employee's employment with the Corporation within eighteen (18) months after the occurrence of a Change in Control other than a termination by reason of death or Disability (as defined below) or a Termination for Cause (as defined below). For purposes hereof, the following terms shall have the meanings set forth below. A "Change in Control" of the Corporation shall mean be deemed to have occurred if (i) the date on which the Company first determines that any person (as such term is used in Sections 13(d) and all other persons which constitute a group, within the meaning of Section 13(d)(314(d)(2) of the Securities and Exchange Act of 1934 (the "Exchange Act") or group, have acquired direct other than the Corporation, is or indirect becomes the beneficial ownership, within the meaning of owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of twenty percent (20%) 50% or more of the Company's outstanding securities, unless a majority combined voting power of the "Continuing Directors"outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (calculated as provided in Rule 13d-3(d) under the Exchange Act in the case of rights to acquire capital stock), as hereinafter definedwhether by means of a tender offer or exchange offer, approves the acquisition not later than ten (10) business days after the Company makes that determination, Transaction or otherwise; or (ii) the first day on which a majority Board or the stockholders of the members Corporation approve a Transaction. A "Transaction" is: a) any consolidation or merger of the Board of Directors are not Continuing Directors. "Continuing Directors" shall mean, as of any date of determination, any member Corporation other than a merger solely to effect a reincorporation or a merger of the Board of Directors who (iCorporation as to which stockholder approval is not required pursuant to Sections 251(f) was a member or 253 of the Board Delaware General Corporation Law; or b) any sale, lease, exchange or other transfer (in one transaction or a series of Directors on December 31, 1993, (iirelated transactions) has been a member of 50% or more of the Board of Directors for the two years immediately preceding such date of determination, or (iii) was nominated for election or elected to the Board of Directors with the affirmative vote assets of the greater of (A) a majority of the Continuing Directors who were members of the Board of Directors at the time of such nomination or election or (B) at least four Continuing DirectorsCorporation.

Termination Upon a Change in Control. In 4.5.1 Upon the event occurrence of a ------------------------------------ "Termination Upon a Change in Control," Control of the Company during the Term any then outstanding stock options granted to Executive shall become fully exercisable, whether or not otherwise exercisable, and such options shall be fully vested. 4.5.2 Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Executive in connection with a Change in Control or the termination of the Executive's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (all such payments and benefits, including the Severance Payments, being hereinafter called "Total Payments") would not be deductible (in whole or part) by the Company, an affiliate or Person making such payment or providing such benefit as hereinafter defineda result of section 280G of the Code, the Employee shall immediately be paid all accrued salarythen, bonus compensation to the extent earnednecessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of section 280G of the Code in such other plan, vested deferred compensation arrangement or agreement), the cash Severance Payments shall first be reduced (if necessary, to zero), and all other Severance Payments shall thereafter be reduced (if necessary, to zero); PROVIDED, HOWEVER, that the Executive may elect to have the noncash Severance Payments reduced (or eliminated) prior to any reduction of the cash Severance Payments. For purposes of this limitation, (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a "payment" within the meaning of section 280G(b) of the Code shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the Change in Control of the Company, the Company's independent auditor (the "Auditor"), does not constitute a "parachute payment" within the meaning of section 280G(b)(2) of the Code, including by reason of section 280G(b)(4)(A) of the Code, (iii) the Severance Payments shall be reduced only to the extent necessary so that the Total Payments (other than pension plan those referred to in clauses (i) or profit sharing plan benefits which will (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions by reason of section 280G of the Code, in the opinion of Tax Counsel, and (iv) the value of any noncash benefit or any deferred payment or benefit included in the Total Payments shall be paid determined by the Auditor in accordance with the applicable plans)principles of sections 280G(d)(3) and (4) of the Code. If it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding that, any benefits under any plans notwithstanding the good faith of the Executive and the Company in which Employee is a participant applying the terms of this Section 4.5.2, the Total Payments paid to or for the Executive's benefit are in an amount that would result in any portion of such Total Payments being subject to the full extent Excise Tax, then, if such repayment would result in (i) no portion of the Employee's rights under such plans, accrued vacation pay and any appropriate business expenses incurred by the Employee in connection with his duties hereunder, all remaining Total Payments being subject to the date Excise Tax and (ii) a dollar-for- dollar reduction in the Executive's taxable income and wages for purposes of terminationfederal, state and all severance compensation provided in subsection 6.1. "Termination Upon a Change in Control" local income and employment taxes, the Executive shall mean a termination by the Employee of the Employee's employment with have an obligation to pay the Company following a "Change in Control," as hereinafter defined. "Change in Control" shall mean upon demand an amount equal to the sum of (i) the date excess of the Total Payments paid to or for the Executive's benefit over the Total Payments that could have been paid to or for the Executive's benefit without any portion of such Total Payments being subject to the Excise Tax; and (ii) interest on which the Company first determines that any person and all other persons which constitute a group, within amount set forth in clause (i) of this sentence at the meaning of Section 13(d)(3rate provided in section 1274(b)(2)(B) of the Exchange Act, have acquired direct or indirect beneficial ownership, within Code from the meaning of Rule 13d-3 under the Exchange Act, of twenty percent (20%) or more date of the CompanyExecutive's outstanding securities, unless a majority receipt of such excess until the "Continuing Directors", as hereinafter defined, approves the acquisition not later than ten (10) business days after the Company makes that determination, or (ii) the first day on which a majority of the members of the Board of Directors are not Continuing Directors. "Continuing Directors" shall mean, as of any date of determination, any member of the Board of Directors who (i) was a member of the Board of Directors on December 31, 1993, (ii) has been a member of the Board of Directors for the two years immediately preceding such date of determination, or (iii) was nominated for election or elected to the Board of Directors with the affirmative vote of the greater of (A) a majority of the Continuing Directors who were members of the Board of Directors at the time of such nomination or election or (B) at least four Continuing Directorspayment.

Termination Upon a Change in Control. In the event of a ------------------------------------ "Termination Upon This Agreement may be terminated upon a Change in Control," as hereinafter defined. Upon such termination, the Employee Company shall immediately be paid all accrued salary, bonus compensation pay Consultant a lump sum amount equal to the extent earnedremaining compensation amount due under Section 2.1, vested deferred compensation (other than pension plan or profit sharing plan benefits which discounted by the prime rate of interest, as stated by Bank of America on the date the Company executes the legal documents in support of the Change in Control. The amount owing will be paid no later than thirty (30) days from the date of such termination, and thereafter, the Company’s obligation to pay compensation of any kind pursuant to this Agreement shall expire. Termination upon a “Change in accordance with Control” shall mean termination upon any transaction or combination of transactions that result in the applicable plans)occurrence of any of the following events: (a) any person or persons acting together, any benefits under any excluding employee benefit plans of the Company Company, are or become the “beneficial owner” (as defined in which Employee is a participant to Rules 13d-3 and 13d-5 under the full extent Securities Exchange Act or any successor provisions thereto), directly or indirectly, of securities of the Employee's rights under such plans, accrued vacation pay and any appropriate business expenses incurred by the Employee in connection with his duties hereunder, all to the date of termination, and all severance compensation provided in subsection 6.1. "Termination Upon a Change in Control" shall mean a termination by the Employee of the Employee's employment with the Company following a "Change in Control," as hereinafter defined. "Change in Control" shall mean (i) the date on which the Company first determines that any person and all other persons which constitute a group, within the meaning of Section 13(d)(3) of the Exchange Act, have acquired direct or indirect beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of twenty representing fifty percent (2050%) or more of the Company's ’s common stock and/or the combined voting power of the Company’s then outstanding securities, unless securities that have the right under ordinary circumstances to elect a majority of the "Continuing Directors", as hereinafter defined, approves the acquisition not later than ten Company’s Board of Directors or other governing body; (10b) business days after substantially all assets of the Company makes or assets that determinationconstitute a substantial or material business segment of the Company are sold, exchanged, transferred or otherwise disposed of (but excluding any sale, exchange or transfer to a wholly-owned affiliate of the Company); (c) the Company’s shareholders approve (or, in the event no approval of the Company’s shareholders is required, the Company consummates) a merger, consolidation, share exchange, division or other reorganization or transaction of the Company (a “Fundamental Transaction”) with any other person, other than a Fundamental Transaction that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least two-thirds (2/3) of the combined voting power immediately after such Fundamental Transaction of (i) the Company’s outstanding securities, (ii) the first day on which surviving entity’s outstanding securities, or (iii) in the case of a division, the outstanding securities of each entity resulting from the division, in each case, that have the right under ordinary circumstances to elect a majority of such entity’s Board of Directors or other governing body; and (d) during any period of twenty-four (24) consecutive months, individuals who at the members beginning of such period constituted the Board of Directors or other governing body of the Company (including for this purpose any new director whose election or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board of Directors are not Continuing Directors. "Continuing Directors" shall mean, as of any date of determination, any member of the Board of Directors who (i) was a member of the Board of Directors on December 31, 1993, (ii) has been a member of the Board of Directors for the two years immediately preceding such date of determination, or (iii) was nominated for election or elected to the Board of Directors with the affirmative vote of the greater of (A) a majority of the Continuing Directors who were members of the Board of Directors at the time of such nomination or election or (B) at least four Continuing Directorsother governing body.