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

Termination Upon a Change of Control. If (x) the Company terminates Executive’s employment hereunder without Cause, (y) Executive terminates Executive’s employment for Good Reason or (z) the Company delivers a notice of nonrenewal pursuant to Section 1, in each case during the period that begins ninety (90) days prior to the occurrence of a Change of Control and that ends on the second (2nd) anniversary of the occurrence of a Change of Control (the “Change of Control Period”), Executive shall be entitled to the payments provided for by Section 5(d). For purposes of this Agreement, a “Change of Control” shall be conclusively deemed to have occurred if any of the following shall have taken place: (i) the consummation of a transaction or a series of related transactions pursuant to which any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (“Exchange Act”), other than Executive, Executive’s designee(s) or “affiliate(s)” (as defined in Rule 12b-2 under the Exchange Act), or a Permitted Holder, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company’s then outstanding securities; or (ii) stockholders of the Company approve a merger or consolidation of the Company with any other entity other than a Permitted Holder, other than a merger or consolidation which 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) more than eighty percent (80%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (iii) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of, or the Company sells or disposes of, all or substantially all of the Company’s assets other than to a Permitted Holder; (iv) subsequent to the Plan Covenant Termination Date (as defined in the Plan), the following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board: individuals who, on the day immediately preceding the Effective Date, constitute the Board and any new director whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the day immediately preceding the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended, but excluding (i) any director whose initial assumption of office is in connection with an actual or threatened election contest (including, but not limited to, a consent or proxy solicitation, relating to the election of directors of the Company by or on behalf of a person (as defined above) other than the Board) and (ii) any director whose initial assumption of office is in connection with the Plan; (v) the PharmAthene Allowed Claim (as such term is defined in the Plan) is treated under Section 4.3(b)(i)(C) of the Plan or as set forth in Section 4.3(b)(ii) of the Plan; or (vi) the Board is reconstituted as provided in Section 6.6(d) of the Plan.

Termination Upon a Change of Control. If Within sixty (x60) the Company terminates Executive’s employment hereunder without Cause, (y) Executive terminates Executive’s employment for Good Reason days prior to or (z) the Company delivers a notice of nonrenewal pursuant to Section 1, in each case during the period that begins ninety (90) days prior to after the occurrence of a Change of Control and that ends on the second (2nd) anniversary of the occurrence effective date of a Change of Control (the “Change of Control Period”as defined below), Executive either ▇▇▇ or Employee may, upon thirty (30) days' prior written notice to the other, terminate Employee's employment. In the event of any such termination of Employee's employment (and regardless of whether such termination occurs with or without such thirty (30) day notice), ▇▇▇ shall pay to Employee (a) the severance and other benefits set forth in Section 3.2.1 and Section 3.2.2, as applicable, and (b) an additional severance payment of an amount equal to the Base Salary that Employee would have been paid had he remained employed with ▇▇▇ for the 180 day period beginning immediately after such termination. Such payment shall be entitled to payable in accordance with applicable law, but in no event later than thirty (30) days following the payments provided for by Section 5(d)date of termination. For the purposes of this Agreement, a the term “Change of Control” shall be conclusively deemed to have occurred if mean any of the following shall have taken place: events: (ix) the consummation of a transaction or a series of related transactions pursuant to which any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (“Exchange Act”), other than Executive, Executive’s designee(s) or “affiliate(s)” (as defined in Rule 12b-2 under the Exchange Act), or a Permitted Holder, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company’s then outstanding securities; or (ii) stockholders of the Company approve a merger or consolidation of the Company ▇▇▇ with any other entity other than a Permitted Holder, other than a merger or consolidation which would result results in the voting securities of the Company ▇▇▇ outstanding immediately prior thereto continuing failing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than eighty fifty percent (8050%) of the combined total voting power of represented by the voting securities of the Company ▇▇▇ or such surviving entity outstanding immediately after such merger or consolidation; or , or (iiiy) the stockholders of the Company approve a plan of complete liquidation of the Company sale, mortgage, lease or an agreement for the sale other transfer in one or disposition by the Company of, or the Company sells or disposes of, all or substantially all of the Company’s assets other than to a Permitted Holder; (iv) subsequent to the Plan Covenant Termination Date (as defined more transactions not in the Plan), the following individuals cease for any reason to constitute a majority ordinary course of the number RBT's business of directors then serving on the Board: individuals who, on the day immediately preceding the Effective Date, constitute the Board and any new director whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the day immediately preceding the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended, but excluding assets constituting more than fifty percent (i) any director whose initial assumption of office is in connection with an actual or threatened election contest (including, but not limited to, a consent or proxy solicitation, relating to the election of directors of the Company by or on behalf of a person (as defined above) other than the Board) and (ii) any director whose initial assumption of office is in connection with the Plan; (v) the PharmAthene Allowed Claim (as such term is defined in the Plan) is treated under Section 4.3(b)(i)(C50%) of the Plan assets of ▇▇▇ and its subsidiaries (taken as a whole) to any such person or as set forth in Section 4.3(b)(ii) group of persons; provided, however, that the sale of the Plan; or (vi) the Board is reconstituted as provided in Section 6.6(d) assets or equity interests of the PlanNUTRA SA, LLC or any of its subsidiaries shall not constitute a Change of Control.

Termination Upon a Change of Control. If Within sixty (x60) the Company terminates Executive’s employment hereunder without Cause, (y) Executive terminates Executive’s employment for Good Reason days prior to or (z) the Company delivers a notice of nonrenewal pursuant to Section 1, in each case during the period that begins ninety (90) days prior to after the occurrence of a Change of Control and that ends on the second (2nd) anniversary of the occurrence effective date of a Change of Control (the “Change of Control Period”as defined below), Executive either ▇▇▇ or Employee may, upon thirty (30) days' prior written notice to the other, terminate Employee's employment. In the event of any such termination of Employee's employment (and regardless of whether such termination occurs with or without such thirty (30) day notice), ▇▇▇ shall pay to Employee (a) the severance and other benefits set forth in Section 3.2.1 and Section 3.2.2, as applicable, and (b) an additional severance payment of an amount equal to the Base Salary that Employee would have been paid had he remained employed with ▇▇▇ for the one hundred and eighty (180) day period beginning immediately after such termination, but Employee shall be entitled to such additional severance payment under this part (b) only if Employee executes a general release in a reasonable form prepared by ▇▇▇. Such payment shall be payable in accordance with applicable law, but in no event later than thirty (30) days following the date of termination (and Employee’s execution and delivery of a general release, in the case of payments provided for by to be made under Section 5(d3.2.2(a)(2), if applicable, or part (b) of this Section 3.2.4). For the purposes of this Agreement, a the term “Change of Control” shall be conclusively deemed to have occurred if mean any of the following shall have taken place: events: (ix) the consummation of a transaction or a series of related transactions pursuant to which any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (“Exchange Act”), other than Executive, Executive’s designee(s) or “affiliate(s)” (as defined in Rule 12b-2 under the Exchange Act), or a Permitted Holder, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company’s then outstanding securities; or (ii) stockholders of the Company approve a merger or consolidation of the Company ▇▇▇ with any other entity other than a Permitted Holder, other than a merger or consolidation which would result results in the voting securities of the Company ▇▇▇ outstanding immediately prior thereto continuing failing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than eighty fifty percent (8050%) of the combined total voting power of represented by the voting securities of the Company ▇▇▇ or such surviving entity outstanding immediately after such merger or consolidation; or , or (iiiy) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of, other transfer in one or the Company sells or disposes of, all or substantially all of the Company’s assets other than to a Permitted Holder; (iv) subsequent to the Plan Covenant Termination Date (as defined more transactions not in the Plan), the following individuals cease for any reason to constitute a majority ordinary course of the number of directors then serving on the Board: individuals who, on the day immediately preceding the Effective Date, constitute the Board and any new director whose appointment RBT's business or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the day immediately preceding the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended, but excluding personal property assets constituting more than fifty percent (i) any director whose initial assumption of office is in connection with an actual or threatened election contest (including, but not limited to, a consent or proxy solicitation, relating to the election of directors of the Company by or on behalf of a person (as defined above) other than the Board) and (ii) any director whose initial assumption of office is in connection with the Plan; (v) the PharmAthene Allowed Claim (as such term is defined in the Plan) is treated under Section 4.3(b)(i)(C50%) of the Plan personal property assets of ▇▇▇ and its subsidiaries (taken as a whole) to any such person or as set forth in Section 4.3(b)(ii) group of persons; provided, however, that the sale of the Plan; or (vi) the Board is reconstituted as provided in Section 6.6(d) assets or equity interests of the PlanHealthy Natural Inc., NUTRA SA, LLC or any of their subsidiaries shall not constitute a Change of Control.

Termination Upon a Change of Control. If (x) the Company terminates Executive’s employment hereunder without Cause, (y) Executive terminates Executive’s employment for Good Reason or (z) the Company delivers a notice of nonrenewal pursuant to Section 1, in each case during the period that begins ninety (90) days prior to the occurrence of a Change of Control and that ends on the second (2nd) anniversary of the occurrence of a Change of Control (the “Change of Control Period”), Executive shall be entitled to the payments provided for by Section 5(d). For purposes of this Agreement, a “Change of Control” shall be conclusively deemed to have occurred if any of the following shall have taken place: (i) the consummation of a transaction or a series of related transactions pursuant to which any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (“Exchange Act”), other than Executive, Executive’s designee(s) or “affiliate(s)” (as defined in Rule 12b-2 under the Exchange Act), or a Permitted Holder, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company’s then outstanding securities; or (ii) stockholders of the Company approve a merger or consolidation of the Company with any other entity other than a Permitted Holder, other than a merger or consolidation which 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) more than eighty percent (80%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (iii) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of, or the Company sells or disposes of, all or substantially all of the Company’s assets other than to a Permitted Holder; (iv) subsequent to the Plan Covenant Termination Date (as defined in the Plan), the following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board: individuals who, on the day immediately preceding the Effective Date, constitute the Board and any new director whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the day immediately preceding the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended, but excluding (i) any director whose initial assumption of office is in connection with an actual or threatened election contest (including, but not limited to, a consent or proxy solicitation, relating to the election of directors of the Company by or on behalf of a person (as defined above) other than the Board) and (ii) any director whose initial assumption of office is in connection with the Plan; (v) the PharmAthene Allowed Claim (as such term is defined in the Plan) is treated under Section 4.3(b)(i)(C) of the Plan or as set forth in Section 4.3(b)(ii) of the Plan; or (vi) the Board is reconstituted as provided in Section 6.6(d) of the Plan.

Termination Upon a Change of Control. If (x) In the Company terminates Executive’s employment hereunder without Cause, (y) Executive terminates Executive’s employment for Good Reason or (z) the Company delivers a notice of nonrenewal pursuant to Section 1, in each case during the period that begins ninety (90) days prior to the occurrence of a Change of Control and that ends on the second (2nd) anniversary of the occurrence event of a Change of Control (as defined below), Officer shall have the “right to request at any time during the 30 day period following the consummation of such Change of Control Period”that the surviving corporation or organization in such Change of Control (the "Surviving Entity") acknowledge and confirm in writing to Officer that the Surviving Entity has assumed all of Employer's rights and obligations in this Agreement in connection with such Change of Control (the "Employment Confirmation"). If the Surviving Entity in a Change of Control shall fail to provide Officer with an Employment Confirmation within 30 days of Officer's written request for same, Executive then Officer shall be entitled to terminate his employment during the period commencing 31 days after Officer's written request for an Employment Confirmation and terminating 61 days after Officer's written request for an Employment Confirmation. In the event Officer terminates his employment pursuant to the immediately preceding sentence of this Section 9(f), then Officer shall be entitled to: (i) those payments and rights provided for under Section 9(d) as though the termination has been initiated by Employer without cause pursuant to Section 5(d9(c); and (ii) a Gross-Up Payment to the extent provided by the second paragraph of this Section 9(f). For purposes A Change of Control shall be deemed to have taken place upon the occurrence of any of the following events: (a) the acquisition after the date of this Agreement, a “Change in one or more transactions, of Control” shall be conclusively deemed to have occurred if any beneficial ownership (within the meaning of the following shall have taken place: (iRule 13d-3(a)(1) the consummation of a transaction or a series of related transactions pursuant to which any “person” (as such term is used in Sections 13(d) and 14(d)(2) of under the Securities Exchange Act of 1934 1934, as amended (“the "Exchange Act”"), ) by any person or entity (other than Executive, Executive’s designee(sOfficer) or “affiliate(s)” group of persons or entities (other than Officer) who constitute a group (within the meaning of Section 13(d)(3) of the Exchange Act) of any securities of Employer such that as defined in a result of such acquisition such person or entity or group beneficially owns (within the meaning of Rule 12b-2 13d-3(a)(1) under the Exchange Act), or a Permitted Holder, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company’s then outstanding securities; or (ii) stockholders of the Company approve a merger or consolidation of the Company with any other entity other than a Permitted Holder, other than a merger or consolidation which 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) more than eighty percent (80%) 50% of Employer's then outstanding voting securities entitled to vote on a regular basis for a majority of the combined voting power of the voting securities of the Company Board; or such surviving entity outstanding immediately after such merger or consolidation; or (iiib) the stockholders sale of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of, or the Company sells or disposes of, all or substantially all of the Company’s assets of Employer (including, without limitation, by way of merger, consolidation, lease or transfer) in a transaction where Employer or the holders of common stock of Employer do not receive (i) voting securities representing a majority of the voting power entitled to vote on a regular basis for the Board of Directors of the acquiring entity or of an affiliate that controls the acquiring entity or (ii) securities representing a majority of the equity interests in the acquiring entity or of an affiliate that controls the acquiring entity. A Gross-Up Payment shall be payable upon termination of employment pursuant to this Section 9(f) on and subject to the following terms and conditions: (i) If Employer determines that any payment, option vesting or other benefit (a "Termination Payment") to Officer under this Section 9(f) is or will be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or an Excise Tax is properly assessed against Officer based on a Termination Payment, Employer shall pay to Officer, at the time the applicable Termination Payment is made or the Excise Tax is assessed, an additional amount (the "Gross-Up Payment") such that the net amount retained by Officer, after the payment in full of any Excise Tax on such Termination Payment and any federal, state and local income tax and Excise Tax on the Gross-Up Payment and any related interest and penalties, shall be not less than the amount or value of such Termination Payment. For purposes of determining whether any such Termination Payment will be subject to the Excise Tax, Employer shall take into account any other payments, option vesting or benefits received or to be received by Officer in connection with an event giving rise to a Permitted Holder;Termination Payment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with Employer, with any person whose actions result in the Change of Control or with any person affiliated with Employer or such person) in accordance with Section 280G of the Code and any related regulations (whether temporary, proposed or final) and Internal Revenue Service Rulings and applicable case law. (ii) For purposes of determining the amount of any Gross-Up Payment, Officer shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the applicable Termination Payment or Gross-Up Payment is made, and shall be deemed to pay state and local income taxes at the highest marginal rates of taxation in the state and locality of Officer's residence on the date the applicable Termination Payment or Gross-Up Payment is made, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes. (iii) If the Excise Tax or income tax payable with respect to a Gross-Up Payment as finally determined exceeds the amount taken into account or paid to Officer at the time the applicable Termination Payment or Gross-Up Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the applicable Gross-Up Payment), Employer shall make an additional Gross-Up Payment in respect of such excess at the time that the amount of such excess is finally determined. (iv) subsequent to the Plan Covenant Termination Date (If a Gross-Up Payment is made as defined in the Plan), the following individuals cease for any reason to constitute a majority result of the number assessment of directors then serving an Excise Tax, Officer at Employer's request and expense shall take such action as reasonable and appropriate to challenge such assessment or recover (on the Board: individuals who, on the day immediately preceding the Effective Date, constitute the Board and any new director whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the day immediately preceding the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended, but excluding (iEmployer's behalf) any director whose initial assumption of office is in connection with an actual or threatened election contest (including, but not limited to, a consent or proxy solicitation, relating to the election of directors of the Company by or on behalf of a person (as defined above) other than the Board) and (ii) any director whose initial assumption of office is in connection with the Plan; (v) the PharmAthene Allowed Claim (as such term is defined in the Plan) is treated under Section 4.3(b)(i)(C) of the Plan or as set forth in Section 4.3(b)(ii) of the Plan; or (vi) the Board is reconstituted as provided in Section 6.6(d) of the PlanExcise Tax.

Termination Upon a Change of Control. (a) SEVERANCE PAYMENT If (x) Executive's employment is terminated by the Company terminates Executive’s employment hereunder without Cause, within twelve (y12) Executive terminates Executive’s employment for Good Reason or (z) the Company delivers a notice of nonrenewal pursuant to Section 1, in each case during the period that begins ninety (90) days prior to the occurrence of a Change of Control and that ends on the second (2nd) anniversary of the occurrence of months after a Change of Control (the “Change of Control Period”as that term is defined below), other than for Cause (as defined in Section 7.1 above), Executive shall be entitled to receive the Severance Payment described in Section 7.2 above, provided Executive complies with all the conditions described in Section 7.2 above. (b) 280G If, due to the benefits provided under Section 0(a) above, Executive is subject to any excise tax due to characterization of any amounts payable under Section 7.5(a) as excess parachute payments provided for by pursuant to Section 5(d4999 of the Internal Revenue Code of 1986, as amended (the "Code"). For purposes , the amounts payable under Section 0 will be reduced (to the least extent possible) in order to avoid any "excess parachute payment" under Section 280G(b)(1) of this Agreement, a “the Code. (c) CHANGE OF CONTROL A Change of Control” shall be conclusively deemed to have occurred if Control is defined as any one of the following shall have taken placeoccurrences: (i) the consummation of a transaction or a series of related transactions pursuant to which any “Any "person” " (as such term is used in Sections 13(d) and 14(d)(214(d) of the Securities Exchange Act of 1934 (“the "Exchange Act”")), other than Executivea trustee or other fiduciary holding securities of the Company under an employee benefit plan of the Company, Executive’s designee(s) or “affiliate(s)” (as defined in Rule 12b-2 under the Exchange Act), or a Permitted Holder, is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of the securities of the Company representing forty percent more than 50% of (40%A) the outstanding shares of Common Stock, or more of (B) the combined voting power of the Company’s then 's then-outstanding securities; or: (ii) stockholders The sale or disposition of all or substantially all of the Company's assets (or any transaction having similar effect is consummated); or (iii) The Company approve is party to a merger or consolidation of the Company with any other entity other than a Permitted Holder, other than a merger or consolidation which would result that results in the holders of voting securities of the Company outstanding immediately prior thereto continuing failing to continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than eighty percent (80%) 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (iiiiv) the stockholders of the Company approve a plan of complete dissolution or liquidation of the Company or an agreement for the sale or disposition by the Company of, or the Company sells or disposes of, all or substantially all of the Company’s assets other than to a Permitted Holder; (iv) subsequent to the Plan Covenant Termination Date (as defined in the Plan), the following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board: individuals who, on the day immediately preceding the Effective Date, constitute the Board and any new director whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the day immediately preceding the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended, but excluding (i) any director whose initial assumption of office is in connection with an actual or threatened election contest (including, but not limited to, a consent or proxy solicitation, relating to the election of directors of the Company by or on behalf of a person (as defined above) other than the Board) and (ii) any director whose initial assumption of office is in connection with the Plan; (v) the PharmAthene Allowed Claim (as such term is defined in the Plan) is treated under Section 4.3(b)(i)(C) of the Plan or as set forth in Section 4.3(b)(ii) of the Plan; or (vi) the Board is reconstituted as provided in Section 6.6(d) of the Plan.

Termination Upon a Change of Control. If Within sixty (x60) the Company terminates Executive’s employment hereunder without Cause, (y) Executive terminates Executive’s employment for Good Reason days prior to or (z) the Company delivers a notice of nonrenewal pursuant to Section 1, in each case during the period that begins ninety (90) days prior to after the occurrence of a Change of Control and that ends on the second (2nd) anniversary of the occurrence effective date of a Change of Control (the “Change of Control Period”as defined below), Executive either ▇▇▇ or Employee may, upon thirty (30) days' prior written notice to the other, terminate Employee's employment. In the event of any such termination of Employee's employment (and regardless of whether such termination occurs with or without such thirty (30) day notice), ▇▇▇ shall pay to Employee (a) the severance and other benefits set forth in Section 3.2.1 and Section 3.2.2, as applicable, and (b) an additional severance payment of an amount equal to the Base Salary that Employee would have been paid had he remained employed with ▇▇▇ for the 180 day period beginning immediately after such termination. Such payment shall be entitled to payable in accordance with applicable law, but in no event later than thirty (30) days following the payments provided for by Section 5(d)date of termination. For the purposes of this Agreement, a the term “Change of Control” shall be conclusively deemed to have occurred if mean any of the following shall have taken place: events: (ix) the consummation of a transaction or a series of related transactions pursuant to which any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (“Exchange Act”), other than Executive, Executive’s designee(s) or “affiliate(s)” (as defined in Rule 12b-2 under the Exchange Act), or a Permitted Holder, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company’s then outstanding securities; or (ii) stockholders of the Company approve a merger or consolidation of the Company ▇▇▇ with any other entity other than a Permitted Holder, other than a merger or consolidation which would result results in the voting securities of the Company ▇▇▇ outstanding immediately prior thereto continuing failing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than eighty fifty percent (8050%) of the combined total voting power of represented by the voting securities of the Company ▇▇▇ or such surviving entity outstanding immediately after such merger or consolidation; or , or (iiiy) the stockholders of the Company approve a plan of complete liquidation of the Company sale, mortgage, lease or an agreement for the sale other transfer in one or disposition by the Company of, or the Company sells or disposes of, all or substantially all of the Company’s assets other than to a Permitted Holder; (iv) subsequent to the Plan Covenant Termination Date (as defined more transactions not in the Plan), the following individuals cease for any reason to constitute a majority ordinary course of the number RBT's business of directors then serving on the Board: individuals who, on the day immediately preceding the Effective Date, constitute the Board and any new director whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the day immediately preceding the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended, but excluding assets constituting more than fifty percent (i) any director whose initial assumption of office is in connection with an actual or threatened election contest (including, but not limited to, a consent or proxy solicitation, relating to the election of directors of the Company by or on behalf of a person (as defined above) other than the Board) and (ii) any director whose initial assumption of office is in connection with the Plan; (v) the PharmAthene Allowed Claim (as such term is defined in the Plan) is treated under Section 4.3(b)(i)(C50%) of the Plan assets of ▇▇▇ and its subsidiaries (taken as a whole) to any such person or as set forth in Section 4.3(b)(ii) group of persons; provided, however, that the sale of the Plan; or (vi) the Board is reconstituted as provided assets or equity interests of NUTRA SA, LLC or any of its subsidiaries shall not be used in Section 6.6(d) calculating a Change of the PlanControl and shall not constitute a Change of Control.

Termination Upon a Change of Control. If Within sixty (x60) the Company terminates Executive’s employment hereunder without Cause, (y) Executive terminates Executive’s employment for Good Reason days prior to or (z) the Company delivers a notice of nonrenewal pursuant to Section 1, in each case during the period that begins ninety (90) days prior to after the occurrence of a Change of Control and that ends on the second (2nd) anniversary of the occurrence effective date of a Change of Control (the “Change of Control Period”as defined below), Executive either NutraCea or Employee may, upon thirty (30) days' prior written notice to the other, terminate Employee's employment. In the event of any such termination of Employee's employment (and regardless of whether such termination occurs with or without such thirty (30) day notice), NutraCea shall pay to Employee (a) the severance and other benefits set forth in Section 3.2.2 and Section 3.2.3 and (b) an additional severance payment of an amount equal to the excess, if any, of (1) two times the sum of Employee's Base Salary and Target bonus level for the year in which the termination occurs, over (2) the amount of the Severance Payment. Such payment shall be entitled to payable in accordance with applicable law, but in no event later than thirty (30) days following the payments provided for by Section 5(d)date of termination. For the purposes of this Agreement, a the term “Change of Control” shall be conclusively deemed to have occurred if mean any of the following shall have taken place: events: (ix) the consummation of a transaction or a series of related transactions pursuant to which any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (“Exchange Act”), other than Executive, Executive’s designee(s) or “affiliate(s)” (as defined in Rule 12b-2 under the Exchange Act), or a Permitted Holder, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company’s then outstanding securities; or (ii) stockholders of the Company approve a merger or consolidation of the Company NutraCea with any other entity other than a Permitted Holder, other than a merger or consolidation which would result results in the voting securities of the Company NutraCea outstanding immediately prior thereto continuing failing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than eighty fifty percent (8050%) of the combined total voting power of represented by the voting securities of the Company NutraCea or such surviving entity outstanding immediately after such merger or consolidation; or , or (iiiy) the stockholders of the Company approve a plan of complete liquidation of the Company sale, mortgage, lease or an agreement for the sale other transfer in one or disposition by the Company of, or the Company sells or disposes of, all or substantially all of the Company’s assets other than to a Permitted Holder; (iv) subsequent to the Plan Covenant Termination Date (as defined more transactions not in the Plan), the following individuals cease for any reason to constitute a majority ordinary course of the number NutraCea's business of directors then serving on the Board: individuals who, on the day immediately preceding the Effective Date, constitute the Board and any new director whose appointment assets or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the day immediately preceding the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended, but excluding earning power constituting more than fifty percent (i) any director whose initial assumption of office is in connection with an actual or threatened election contest (including, but not limited to, a consent or proxy solicitation, relating to the election of directors of the Company by or on behalf of a person (as defined above) other than the Board) and (ii) any director whose initial assumption of office is in connection with the Plan; (v) the PharmAthene Allowed Claim (as such term is defined in the Plan) is treated under Section 4.3(b)(i)(C50%) of the Plan assets or earning power of NutraCea and its subsidiaries (taken as set forth in Section 4.3(b)(iia whole) to any such person or group of the Plan; or (vi) the Board is reconstituted as provided in Section 6.6(d) of the Planpersons.

Termination Upon a Change of Control. If (x) the Company terminates Executive’s employment hereunder without Cause, Cause (y) Executive terminates Executive’s employment for Good Reason or (z) the Company delivers a notice of nonrenewal pursuant to Section 1, in each case during the period that begins ninety (90) days prior to the occurrence of a the Change of Control and that ends on the second (2nd) anniversary of the occurrence of a Change of Control (the “Change of Control Period”), Executive shall be entitled to the payments provided for by Section 5(d). For purposes of this Agreement, a “Change of Control” shall be conclusively deemed to have occurred if any of the following shall have taken place: (i) the consummation of a transaction or a series of related transactions pursuant to which any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (“Exchange Act”), other than Executive, Executive’s designee(s) or “affiliate(s)” (as defined in Rule 12b-2 under the Exchange Act), or a Permitted Holder, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company’s then outstanding securities; or (ii) stockholders of the Company approve a merger or consolidation of the Company with any other entity other than a Permitted Holder, other than a merger or consolidation which 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) more than eighty percent (80%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (iii) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of, or the Company sells or disposes of, all or substantially all of the Company’s assets other than to a Permitted Holder; (iv) subsequent to the Plan Covenant Termination Date (as defined in the Plan), the following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board: individuals who, on the day immediately preceding the Effective Date, constitute the Board and any new director whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the day immediately preceding the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended, but excluding (i) any director whose initial assumption of office is in connection with an actual or threatened election contest (including, but not limited to, a consent or proxy solicitation, relating to the election of directors of the Company by or on behalf of a person (as defined above) other than the Board) and (ii) any director whose initial assumption of office is in connection with the Plan; (v) the PharmAthene Allowed Claim (as such term is defined in the Plan) is treated under Section 4.3(b)(i)(C) of the Plan or as set forth in Section 4.3(b)(ii) of the Plan; or (vi) the Board is reconstituted as provided in Section 6.6(d) of the Plan.

Termination Upon a Change of Control. If Within sixty (x60) the Company terminates Executive’s employment hereunder without Cause, (y) Executive terminates Executive’s employment for Good Reason days prior to or (z) the Company delivers a notice of nonrenewal pursuant to Section 1, in each case during the period that begins ninety (90) days prior to after the occurrence of a Change of Control and that ends on the second (2nd) anniversary of the occurrence effective date of a Change of Control (the “Change of Control Period”as defined below), Executive either ▇▇▇ or Employee may, upon thirty (30) days' prior written notice to the other, terminate Employee's employment. In the event of any such termination of Employee's employment (and regardless of whether such termination occurs with or without such thirty (30) day notice), ▇▇▇ shall pay to Employee (a) the severance and other benefits set forth in Section 3.2.1 and Section 3.2.2, as applicable, and (b) an additional severance payment of an amount equal to the Base Salary that Employee would have been paid had he remained employed with ▇▇▇ for the one hundred eighty (180) day period beginning immediately after such termination, but Employee shall be entitled to such additional severance payment under this part (b) only if Employee executes a general release in a reasonable form prepared by ▇▇▇. Such payment shall be payable in accordance with applicable law, but in no event later than thirty (30) days following the date of termination (and Employee’s execution and delivery of a general release, in the case of payments provided for by to be made under Section 5(d3.2.2(a)(2), if applicable, or part (b) of this Section 3.2.4). For the purposes of this Agreement, a the term “Change of Control” shall be conclusively deemed to have occurred if mean any of the following shall have taken place: events: (ix) the consummation of a transaction or a series of related transactions pursuant to which any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (“Exchange Act”), other than Executive, Executive’s designee(s) or “affiliate(s)” (as defined in Rule 12b-2 under the Exchange Act), or a Permitted Holder, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company’s then outstanding securities; or (ii) stockholders of the Company approve a merger or consolidation of the Company ▇▇▇ with any other entity other than a Permitted Holder, other than a merger or consolidation which would result results in the voting securities of the Company ▇▇▇ outstanding immediately prior thereto continuing failing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than eighty fifty percent (8050%) of the combined total voting power of represented by the voting securities of the Company ▇▇▇ or such surviving entity outstanding immediately after such merger or consolidation; or , or (iiiy) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of, other transfer in one or the Company sells or disposes of, all or substantially all of the Company’s assets other than to a Permitted Holder; (iv) subsequent to the Plan Covenant Termination Date (as defined more transactions not in the Plan), the following individuals cease for any reason to constitute a majority ordinary course of the number of directors then serving on the Board: individuals who, on the day immediately preceding the Effective Date, constitute the Board and any new director whose appointment RBT's business or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the day immediately preceding the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended, but excluding personal property assets constituting more than fifty percent (i) any director whose initial assumption of office is in connection with an actual or threatened election contest (including, but not limited to, a consent or proxy solicitation, relating to the election of directors of the Company by or on behalf of a person (as defined above) other than the Board) and (ii) any director whose initial assumption of office is in connection with the Plan; (v) the PharmAthene Allowed Claim (as such term is defined in the Plan) is treated under Section 4.3(b)(i)(C50%) of the Plan personal property assets of ▇▇▇ and its subsidiaries (taken as a whole) to any such person or as set forth in Section 4.3(b)(ii) group of persons; provided, however, that the sale of the Plan; or (vi) the Board is reconstituted as provided in Section 6.6(d) assets or equity interests of the PlanHealthy Natural Inc., NUTRA SA, LLC or any of their subsidiaries shall not constitute a Change of Control.

Termination Upon a Change of Control. If (x) the Company terminates Executive’s employment hereunder without Cause, (y) Executive terminates Executive’s employment for Good Reason or (z) the Company delivers a notice of nonrenewal pursuant to Section 1, in each case during the period that begins ninety (90) days prior to the occurrence of a the Change of Control and that ends on the second (2nd) anniversary of the occurrence of a Change of Control (the “Change of Control Period”), Executive shall be entitled to the payments provided for by Section 5(d). For purposes of this Agreement, a “Change of Control” shall be conclusively deemed to have occurred if any of the following shall have taken place: (i) the consummation of a transaction or a series of related transactions pursuant to which any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (“Exchange Act”), other than Executive, Executive’s designee(s) or “affiliate(s)” (as defined in Rule 12b-2 under the Exchange Act), or a Permitted Holder, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company’s then outstanding securities; or (ii) stockholders of the Company approve a merger or consolidation of the Company with any other entity other than a Permitted Holder, other than a merger or consolidation which 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) more than eighty percent (80%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or; (iii) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of, or the Company sells or disposes of, all or substantially all of the Company’s assets other than to a Permitted Holder; (iv) subsequent to the Plan Covenant Termination Date (as defined in the Plan), the following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board: individuals who, on the day immediately preceding the Effective Date, constitute the Board and any new director whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the day immediately preceding the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended, but excluding (i) any director whose initial assumption of office is in connection with an actual or threatened election contest (including, but not limited to, a consent or proxy solicitation, relating to the election of directors of the Company by or on behalf of a person (as defined above) other than the Board) and (ii) any director whose initial assumption of office is in connection with the Plan; (v) the PharmAthene Allowed Claim (as such term is defined in the Plan) is treated under Section 4.3(b)(i)(C) of the Plan or as set forth in Section 4.3(b)(ii) of the Plan; or (vi) the Board is reconstituted as provided in Section 6.6(d) of the Plan.

Termination Upon a Change of Control. If Within sixty (x60) the Company terminates Executive’s employment hereunder without Cause, (y) Executive terminates Executive’s employment for Good Reason days prior to or (z) the Company delivers a notice of nonrenewal pursuant to Section 1, in each case during the period that begins ninety (90) days prior to after the occurrence of a Change of Control and that ends on the second (2nd) anniversary of the occurrence effective date of a Change of Control (the “Change of Control Period”as defined below), Executive either NutraCea or Employee may, upon thirty (30) days' prior written notice to the other, terminate Employee's employment. In the event of any such termination of Employee's employment (and regardless of whether such termination occurs with or without such thirty (30) day notice), NutraCea shall pay to Employee (a) the severance and other benefits set forth in Section 3.2.1 and Section 3.2.2 and (b) an additional severance payment of an amount equal to the excess, if any, of (1) two times the sum of Employee's Base Salary for the year in which the termination occurs, over (2) the amount of the Severance Payment. Such payment shall be entitled to payable in accordance with applicable law, but in no event later than thirty (30) days following the payments provided for by Section 5(d)date of termination. For the purposes of this Agreement, a the term “Change of Control” shall be conclusively deemed to have occurred if mean any of the following shall have taken place: events: (ix) the consummation of a transaction or a series of related transactions pursuant to which any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (“Exchange Act”), other than Executive, Executive’s designee(s) or “affiliate(s)” (as defined in Rule 12b-2 under the Exchange Act), or a Permitted Holder, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company’s then outstanding securities; or (ii) stockholders of the Company approve a merger or consolidation of the Company NutraCea with any other entity other than a Permitted Holder, other than a merger or consolidation which would result results in the voting securities of the Company NutraCea outstanding immediately prior thereto continuing failing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than eighty fifty percent (8050%) of the combined total voting power of represented by the voting securities of the Company NutraCea or such surviving entity outstanding immediately after such merger or consolidation; or , or (iiiy) the stockholders of the Company approve a plan of complete liquidation of the Company sale, mortgage, lease or an agreement for the sale other transfer in one or disposition by the Company of, or the Company sells or disposes of, all or substantially all of the Company’s assets other than to a Permitted Holder; (iv) subsequent to the Plan Covenant Termination Date (as defined more transactions not in the Plan), the following individuals cease for any reason to constitute a majority ordinary course of the number NutraCea's business of directors then serving on the Board: individuals who, on the day immediately preceding the Effective Date, constitute the Board and any new director whose appointment assets or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the day immediately preceding the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended, but excluding earning power constituting more than fifty percent (i) any director whose initial assumption of office is in connection with an actual or threatened election contest (including, but not limited to, a consent or proxy solicitation, relating to the election of directors of the Company by or on behalf of a person (as defined above) other than the Board) and (ii) any director whose initial assumption of office is in connection with the Plan; (v) the PharmAthene Allowed Claim (as such term is defined in the Plan) is treated under Section 4.3(b)(i)(C50%) of the Plan assets or earning power of NutraCea and its subsidiaries (taken as set forth in Section 4.3(b)(iia whole) to any such person or group of the Plan; or (vi) the Board is reconstituted as provided in Section 6.6(d) of the Planpersons.”

Termination Upon a Change of Control. If (x) the Company terminates Executive’s 's employment hereunder without Cause, (y) Executive terminates Executive’s 's employment for Good Reason or (z) the Company delivers a notice of nonrenewal pursuant to Section 1, in each case during the period that begins ninety (90) days prior to the occurrence of a the Change of Control and that ends on the second (2nd) anniversary of the occurrence of a Change of Control (the “"Change of Control Period”"), Executive shall be entitled to the payments provided for by Section 5(d). For purposes of this Agreement, a “"Change of Control” " shall be conclusively deemed to have occurred if any of the following shall have taken place: (i) the consummation of a transaction or a series of related transactions pursuant to which any “"person” " (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (“"Exchange Act”"), other than Executive, Executive’s 's designee(s) or “"affiliate(s)” " (as defined in Rule 12b-2 under the Exchange Act), or a Permitted Holder, is or becomes the “"beneficial owner” " (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company’s 's then outstanding securities; or (ii) stockholders of the Company approve a merger or consolidation of the Company with any other entity other than a Permitted Holder, other than a merger or consolidation which 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) more than eighty percent (80%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or; (iii) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of, or the Company sells or disposes of, all or substantially all of the Company’s 's assets other than to a Permitted Holder; (iv) subsequent to the Plan Covenant Termination Date (as defined in the Plan; For purposes of this Section 4(f), the following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board: individuals who, on the day immediately preceding the Effective Date, constitute the Board "Permitted Holder" shall mean MacAndrews & Forbes Holdings Inc. and any new director whose appointment its subsidiaries or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the day immediately preceding the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended, but excluding (i) any director whose initial assumption of office is in connection with an actual or threatened election contest (including, but not limited to, a consent or proxy solicitation, relating to the election of directors of the Company by or on behalf of a person (as defined above) other than the Board) and (ii) any director whose initial assumption of office is in connection with the Plan; (v) the PharmAthene Allowed Claim (as such term is defined in the Plan) is treated under Section 4.3(b)(i)(C) of the Plan or as set forth in Section 4.3(b)(ii) of the Plan; or (vi) the Board is reconstituted as provided in Section 6.6(d) of the Planaffiliates.

Termination Upon a Change of Control. If (x) the Company terminates Executive’s employment hereunder without CauseEmployee, (y) Executive terminates Executive’s employment for Good Reason or (z) the Company delivers a notice period of nonrenewal pursuant to Section 1, in each case during the period that begins ninety (90) days prior to the occurrence following a change in control, will be entitled to: (i) terminate this Agreement upon a change of a Change of Control control and that ends on the second (2nd) anniversary of the occurrence of a Change of Control (the “Change of Control Period”), Executive shall will be entitled to the compensation and payments provided in Section 7(b) of this Agreement as if Employer had terminated Employee's employment hereunder without cause; and (ii) the vesting of Employee's stock options as set forth in Section 4(c) above. If Employer terminates this Agreement without cause following a change in control, Employee will be entitled to the compensation and payments provided for by in Section 5(d). 7(b) of this Agreement, as if Employer had terminated Employee's employment hereunder without cause; and (ii) the vesting of Employee's stock options as set forth in Exhibit A. For purposes of this Agreement, a “Change "change of Control” shall be conclusively deemed to have occurred if control" will take place upon the occurrence of any of the following shall have taken place: events: (ia) the consummation acquisition after the beginning of a transaction the term in one or a series more transactions of related transactions pursuant to which any “person” beneficial ownership (as such term is used in Sections 13(dwithin the meaning of Rule 13d-3 (a)(1) and 14(d)(2) of under the Securities Exchange Act of 1934 (“1934, as amended [the "Exchange Act”), "]) by any person or entity (other than Executive, Executive’s designee(sEmployee) who constitute a group (within the meaning of Rule 13d-5 of the Exchange Act) of any securities of Employer so that as a result of such acquisition such person or “affiliate(s)” entity or group beneficially owns (as defined in within the meaning of Rule 12b-2 13d-3 (a)(i) under the Exchange Act), or a Permitted Holder, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company’s then outstanding securities; or (ii) stockholders of the Company approve a merger or consolidation of the Company with any other entity other than a Permitted Holder, other than a merger or consolidation which 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) more than eighty percent (80%) 50% of Employer's then outstanding voting securities entitled to vote on a regular basis for a majority of the combined voting power Board of the voting securities Directors of the Company Employer; or such surviving entity outstanding immediately after such merger or consolidation; or (iiib) the stockholders sale of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of, or the Company sells or disposes of, all or substantially all of the Company’s assets of Employer (including, without limitation, by way of merger, consolidation, lease or transfer) in a transaction where Employer or the holders of common stock of Employer do not receive (i) voting securities representing a majority of the voting power entitled to vote on a regular basis for the Board of Directors of the acquiring entity or of an affiliate which controls the acquiring entity, or (ii) securities representing a majority of the equity interest in the acquiring entity or of an affiliate that controls the acquiring entity, if other than a corporation; provided, that if Employee becomes entitled to any payments (whether hereunder or otherwise) by reason of an event described in Internal Revenue Code Section 280G (a Permitted Holder; (iv"Parachute Event") subsequent to the Plan Covenant Termination Date that would constitute "excess parachute payments" (as defined in Internal Revenue Code Section 280G) if paid, then Employee's entitled to such payments will be reduced by such amount as will cause none of such payments to constitute excess parachute payments, if and only if, the Plannet amount received by Employee by reason of the Parachute Event, after imposition of all applicable taxes (including taxes under Internal Revenue Code Section 4099), the following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board: individuals who, on the day immediately preceding the Effective Date, constitute the Board and any new director whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either would be greater after such reduction than if such reduction were directors on the day immediately preceding the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended, but excluding (i) any director whose initial assumption of office is in connection with an actual or threatened election contest (including, but not limited to, a consent or proxy solicitation, relating to the election of directors of the Company by or on behalf of a person (as defined above) other than the Board) and (ii) any director whose initial assumption of office is in connection with the Plan; (v) the PharmAthene Allowed Claim (as such term is defined in the Plan) is treated under Section 4.3(b)(i)(C) of the Plan or as set forth in Section 4.3(b)(ii) of the Plan; or (vi) the Board is reconstituted as provided in Section 6.6(d) of the Planmade.

Termination Upon a Change of Control. If Within sixty (x60) the Company terminates Executive’s employment hereunder without Cause, (y) Executive terminates Executive’s employment for Good Reason days prior to or (z) the Company delivers a notice of nonrenewal pursuant to Section 1, in each case during the period that begins ninety (90) days prior to after the occurrence of a Change of Control and that ends on the second (2nd) anniversary of the occurrence effective date of a Change of Control (the “Change of Control Period”as defined below), Executive either ▇▇▇ or Employee may, upon thirty (30) days' prior written notice to the other, terminate Employee's employment. In the event of any such termination of Employee's employment (and regardless of whether such termination occurs with or without such thirty (30) day notice), ▇▇▇ shall pay to Employee (a) the severance and other benefits set forth in Section 3.2.2, and (b) an additional severance payment of an amount equal to the Base Salary that Employee would have been paid had he remained employed with ▇▇▇ for the one hundred and eighty (180) day period beginning immediately after such termination, but Employee shall be entitled to such additional severance payment under this part (b) only if Employee executes and delivers to ▇▇▇ a general release of form and content reasonably acceptable to ▇▇▇. Such payment shall be payable in accordance with applicable law, but in no event later than thirty (30) days following the date of termination (and Employee's execution and delivery of a general release, in the case of payments provided for by to be made under Section 5(d3.2.2(a)(2), if applicable, or part (b) of this Section 3.2.4). For the purposes of this Agreement, a “the term "Change of Control” " shall be conclusively deemed to have occurred if mean any of the following shall have taken place: events: (ix) the consummation of a transaction or a series of related transactions pursuant to which any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (“Exchange Act”), other than Executive, Executive’s designee(s) or “affiliate(s)” (as defined in Rule 12b-2 under the Exchange Act), or a Permitted Holder, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company’s then outstanding securities; or (ii) stockholders of the Company approve a merger or consolidation of the Company ▇▇▇ with any other entity other than a Permitted Holder, other than a merger or consolidation which would result results in the voting securities of the Company ▇▇▇ outstanding immediately prior thereto continuing failing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than eighty fifty percent (8050%) of the combined total voting power of represented by the voting securities of the Company ▇▇▇ or such surviving entity outstanding immediately after such merger or consolidation; or , or (iiiy) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of, other transfer in one or the Company sells or disposes of, all or substantially all of the Company’s assets other than to a Permitted Holder; (iv) subsequent to the Plan Covenant Termination Date (as defined more transactions not in the Plan), the following individuals cease for any reason to constitute a majority ordinary course of the number of directors then serving on the Board: individuals who, on the day immediately preceding the Effective Date, constitute the Board and any new director whose appointment RBT's business or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the day immediately preceding the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended, but excluding personal property assets constituting more than fifty percent (i) any director whose initial assumption of office is in connection with an actual or threatened election contest (including, but not limited to, a consent or proxy solicitation, relating to the election of directors of the Company by or on behalf of a person (as defined above) other than the Board) and (ii) any director whose initial assumption of office is in connection with the Plan; (v) the PharmAthene Allowed Claim (as such term is defined in the Plan) is treated under Section 4.3(b)(i)(C50%) of the Plan personal property assets of ▇▇▇ and its subsidiaries (taken as a whole) to any such person or as set forth in Section 4.3(b)(ii) group of persons; provided, however, that the sale of the Plan; or (vi) the Board is reconstituted as provided in Section 6.6(d) assets or equity interests of the Planany ▇▇▇ subsidiary shall not constitute a Change of Control.