Common use of Upon a Change of Control Clause in Contracts

Upon a Change of Control. (i) If a Change of Control occurs and within two years following such Change of Control the Company terminates the Executive's employment other than for Cause or the Executive terminates his employment for Good Reason, then, in lieu of any payments to or on behalf of the Executive under Section 5(d) or 5(e) hereof, the Company shall pay the Executive, within ten business days of such termination, in a lump sum and amount equal to his Base Salary for a twenty-four (24) month period. (ii) A Change of Control shall be deemed to take place if at some time after the initial public offering of the Company's common shares (A) any Person or "group" (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934), in any transaction or series of related transactions, becomes a beneficial owner (within the meaning of Rule 13d-3 as promulgated under the Securities Exchange Act of 1934), directly or indirectly, of securities representing fifty percent (50%) or more of the total number of votes that may be cast for the election of directors of the Company; (B) any merger or consolidation involving the Company (other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 51% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation); (C) the sale , lease, conveyance or other disposition of all or substantially all of the Company's assets as an entirety or substantially as an entirety to any Person or group (as defined above) acting in concert, other than in the ordinary course of business; or (D) 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 all or substantially all the Company's assets.

Upon a Change of Control. (i) If a Change of Control occurs and within two years following such Change of Control the Company terminates the Executive's ’s employment other than for Cause or the Executive terminates his employment for Good Reason, then, in lieu of any payments to or on behalf of the Executive under Section 5(d) or 5(e) hereof, the Company shall pay the Executive, within ten business days of such termination, in a lump sum and amount equal to his Base Salary for a twenty-four twelve (2412) month period. (ii) A Change of Control shall be deemed to take place if at some time after the initial public offering of the Company's ’s common shares (A) any Person or "“group" ” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934), in any transaction or series of related transactions, becomes a beneficial owner (within the meaning of Rule 13d-3 as promulgated under the Securities Exchange Act of 1934), directly or indirectly, of securities representing fifty percent (50%) or more of the total number of votes that may be cast for the election of directors of the Company; (B) any merger or consolidation involving the Company (other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 51% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation); (C) the sale sale, lease, conveyance or other disposition of all or substantially all of the Company's ’s assets as an entirety or substantially as an entirety to any Person or group (as defined above) acting in concert, other than in the ordinary course of business; or (D) 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 all or substantially all the Company's ’s assets.

Upon a Change of Control. (i) If a Change of Control occurs and within two years following such Change of Control the Company terminates the Executive's ’s employment other than for Cause or the Executive terminates his employment for Good Reason, then, in lieu of any payments to or on behalf of the Executive under Section 5(d) or 5(e) hereof, the Company shall pay the Executive, within ten business days of such termination, in a lump sum and amount equal to his Base Salary for a twenty-four twelve (2412) month period. (ii) A Change of Control shall be deemed to take place if at some time after the initial public offering of the Company's ’s common shares (A) any Person or "“group" ” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934), in any transaction or series of related transactions, becomes a beneficial owner (within the meaning of Rule 13d-3 as promulgated under the Securities Exchange Act of 1934), directly or indirectly, of securities representing fifty percent (50%) or more of the total number of votes that may be cast for the election of directors of the Company; (B) any merger or consolidation involving the Company (other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 51% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation); (C) the sale , lease, conveyance or other disposition of all or substantially all of the Company's ’s assets as an entirety or substantially as an entirety to any Person or group (as defined above) acting in concert, other than in the ordinary course of business; or (D) 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 all or substantially all the Company's ’s assets.

Upon a Change of Control. (i) If a Change of Control occurs and within two years following such Change of Control the Company terminates the Executive's ’s employment other than for Cause or the Executive terminates his employment for Good Reason, then, in lieu of any payments to or on behalf of the Executive under Section 5(d) or 5(e) hereof, the Company shall pay the Executive, within ten business days of such termination, in a lump sum and amount equal to his Base Salary for a twenty-twenty four (24) month period. (ii) A Change of Control shall be deemed to take place if at some time after the initial public offering of the Company's ’s common shares (A) any Person or "“group" ” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934), in any transaction or series of related transactions, becomes a beneficial owner (within the meaning of Rule 13d-3 as promulgated under the Securities Exchange Act of 1934), directly or indirectly, of securities representing fifty percent (50%) or more of the total number of votes that may be cast for the election of directors of the Company; (B) any merger or consolidation involving the Company (other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 51% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation); (C) the sale sale, lease, conveyance or other disposition of all or substantially all of the Company's ’s assets as an entirety or substantially as an entirety to any Person or group (as defined above) acting in concert, other than in the ordinary course of business; or (D) 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 all or substantially all the Company's ’s assets.

Upon a Change of Control. (i) i. If a Change of Control occurs and within two years one (1) year following such Change of Control the Company terminates the Executive's employment other than for Cause or the Executive terminates his employment for Good Reason, then, cause as defined in lieu of any payments to or on behalf of the Executive under Section 5(d) or 5(e) hereof6.d (i), the Company shall pay the Executive, within ten business days a severance payment in accordance with the provisions of such termination, in a lump sum and amount equal to his Base Salary for a twenty-four (24) month period. Section 6.d (ii) hereof. ii. Notwithstanding the foregoing or any other provisions of this Agreement, the payments and benefits to which the Executive would be entitled pursuant to Section 6.e, as a result of a Change of Control shall be reduced to the maximum amount for which the Company will not be limited in its deduction pursuant to Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision. iii. A Change of Control shall be deemed to take place if at some any time after during the initial public offering of the Company's common shares Term: (A) any Person or "group" (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934), in other than the Company or any transaction or series of related transactionsits affiliates, becomes a beneficial owner (within the meaning of Rule 13d-3 as promulgated under the Securities Exchange Act of 1934), directly or indirectly, of securities representing fifty percent (50%) percent or more of the total number of votes that may be cast for the election of directors of the CompanyCompany and two-thirds (2/3) of the Board of Directors has not consented to such event prior to its occurrence or within sixty (60) days thereafter, provided that if the consent occurs after the event, it shall only be valid for purposes of this Section 6.e, if a majority of the consenting Board of Directors is comprised of directors of the Company who were directors of the Company immediately prior to the event; (B) any merger or consolidation involving the Company (other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 51% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation); (C) the any sale , lease, conveyance or other disposition transfer of all or substantially all of the assets of the Company's assets as an entirety , or substantially as an entirety any combination of the foregoing, and two-thirds of the Board of Directors has not consented to any Person such event prior to its occurrence or group within sixty (as defined above60) acting in concertdays thereafter, other than in provided that if the ordinary course consent occurs after the event it shall only be valid for purposes of businessthis Section 6.e, if a majority of the consenting Board is comprised of directors of the Company who were such immediately prior to the event; or (DC) the stockholders within twelve (12) months after a tender offer or exchange offer for voting securities of the Company approve a plan of complete liquidation (other than by the Company) the individuals who were directors of the Company or an agreement for immediately prior thereto shall cease to constitute a majority of the sale or disposition by the Company Board of all or substantially all the Company's assetsDirectors.

Upon a Change of Control. The Executive may terminate this Agreement by delivering written notice to the Company within six (6) months following the effective date of a Change of Control. As used herein, the term "Change of Control" shall mean: (i) If a Change of Control occurs and within two years following such Change of Control the Company terminates the Executive's employment other than for Cause or the Executive terminates his employment for Good Reason, then, when any "person" as defined in lieu of any payments to or on behalf of the Executive under Section 5(d) or 5(e) hereof, the Company shall pay the Executive, within ten business days of such termination, in a lump sum and amount equal to his Base Salary for a twenty-four (24) month period. (ii) A Change of Control shall be deemed to take place if at some time after the initial public offering of the Company's common shares (A) any Person or "group" (within the meaning of Section 13(d)(3) or 14(d)(23(a)(9) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and as used in any transaction or series of related transactionsSection 13(d) and 14(d) thereof, becomes including a beneficial owner (within the meaning of Rule 13d-3 "group" as promulgated under the Securities Exchange Act of 1934), directly or indirectly, of securities representing fifty percent (50%defined in Section 13(d) or more of the total number of votes that may be cast for Exchange Act, but excluding the election of directors Company or any subsidiary or any affiliate of the Company; (B) Company or any merger employee benefit plan sponsored or consolidation involving maintained by the Company or any subsidiary of the Company (other than a merger or consolidation which would result including any trustee of such plan acting as trustee), becomes the "beneficial owner" (as defined in Rule 13d-3 under the voting Exchange Act) of securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 51representing more than 50% of the combined voting power of the voting securities Company's then outstanding securities; or (ii) when, during any period of twenty-four (24) consecutive months, the individuals who, at the beginning of such period, constitute the Board of Directors of the Company (the "Incumbent Directors") cease for any reason other than death to constitute at least a majority thereof, provided, however, that a director who was not a director at the beginning of such 24-month period shall be deemed to have satisfied such 24-month requirement (and be an Incumbent Director) if such director was elected by, or such surviving entity outstanding immediately after such merger on the recommendation of or consolidation); (C) with the sale approval of, lease, conveyance or other disposition of all or substantially all at least two-thirds of the Company's assets directors who then qualified as an entirety Incumbent Directors either actually (because they were directors at the beginning of such 24-month period) or substantially as an entirety to any Person or group (as defined above) acting in concert, other than in through the ordinary course operation of businessthis proviso; or (Diii) the stockholders occurrence of a transaction requiring stockholder approval under applicable state law for the acquisition of the Company approve by an entity other than the Company or a plan of complete liquidation subsidiary or an affiliated company of the Company through purchase of assets, or an agreement for the sale by merger, or disposition by the Company of all or substantially all the Company's assetsotherwise.

Upon a Change of Control. (i) If a any Change of Control occurs (as defined below) shall occur at any time during the Term, then Glas▇▇▇▇'▇ ▇▇▇vices hereunder shall terminate and within two years following such Change of Control the Company terminates the Executive's employment other than for Cause or the Executive terminates his employment for Good Reason, then, in lieu of any payments to or on behalf of the Executive under Section 5(d) or 5(e) hereof, the Company Corporation shall promptly pay the Executive, within ten business days of such termination, in a lump sum and Glas▇▇▇▇ ▇▇ amount equal to his Base Salary for the compensation that would have been payable to Glas▇▇▇▇ ▇▇▇ough the end of the Term pursuant to Sections 4.02 of this Agreement. For purposes hereof, a twenty-four (24) month period. (ii) A "Change of Control Control" shall occur or be deemed to take place occur if at some time after the initial public offering any of the Company's common shares (Afollowing events occur: i) any Person Any individual, entity or "group" 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")) other than a group including any of Davi▇ ▇▇▇▇▇▇▇▇, ▇▇if▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇vent International Corp. or any of their respective affiliates (a "Person") is or becomes the "beneficial owner" (as defined in any transaction or series of related transactions, becomes a beneficial owner (within the meaning of Rule 13d-3 as promulgated 13(d)(3) under the Securities Exchange Act of 1934Act), directly or indirectly, of securities of the Corporation representing fifty percent (50%) % or more of the total number of votes that may be cast for the election of directors of the Company; (B) any merger or consolidation involving the Company (other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 51% of the combined voting power of the Corporation's then outstanding voting securities entitled to vote generally in the election of directors (the Company or such surviving entity outstanding immediately after such merger or consolidation"Outstanding Corporation Voting Securities"); provided however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (A) any redemption by the Corporation, (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any Person controlled by the Corporation, or (C) any acquisition by any Person pursuant to a transaction which complies with clauses (A), (B) and (C) of paragraph (ii) below; ii) The majority of the stockholders of the Corporation approve a reorganization, merger or consolidation of the Corporation with any other Person or the sale , lease, conveyance or other disposition of all or substantially all of the Company's assets as an entirety or substantially as an entirety to any Person or group (as defined above) acting in concert, other than in the ordinary course of business; or (D) the stockholders of the Company approve Corporation (a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of "Business Combination"), in each case, unless, following such Business Combination, (A) all or substantially all of the Company's assets.individuals and entities who were the beneficial owners, respec-

Upon a Change of Control. In the event that Executive's termination Without Cause (pursuant to Section 6(d)) occurs within ninety (90) days following a Change of Control, Executive's Severance Compensation shall be increased such that total Severance Compensation shall be an amount equal 200% of Annual Base Salary then in effect, less $185,910.50. In addition, (i) If a Change Executive shall be entitled to (y) Base Salary accrued through the date of Control occurs termination, and within two years following such Change (z) unpaid vacation pay, unreimbursed expenses incurred pursuant to Section 5(a), (b) or (c) and any other benefits which may be owing to Executive pursuant to any applicable written employee benefit plan or policy of Control the Company terminates in effect at the Executive's employment other than for Cause or the Executive terminates his employment for Good Reasontime, then, in lieu of any payments to or on behalf of the Executive under Section 5(d) or 5(e) hereof, the Company shall pay the Executive, within ten business days of such termination, in a lump sum and amount equal to his Base Salary for a twenty-four (24) month period. (ii) upon such event, all Annual Options and Mega-Grants shall immediately vest. A "Change of Control Control" shall be deemed to take have taken place if at some time after the initial public offering of the Company's common shares (Ai) any Person person or entity, including a "group" (within the meaning of as defined in Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934), in other than the Company, a wholly-owned subsidiary thereof, or any transaction employee benefit plan of the Company or series any of related transactions, its subsidiaries becomes a the beneficial owner (within the meaning of Rule 13d-3 as promulgated under the Securities Exchange Act of 1934), directly or indirectly, of Company securities representing fifty percent (50%) having 33-1/3% or more of the total number combined voting power of votes the then outstanding securities of the Company that may be cast for the election of directors of the Company; (B) any merger or consolidation involving the Company (other than as a result of the issuance of securities initiated by the Company in the ordinary course of business); or (ii) as the result of, or in connection with, any cash tender or exchange offer, merger or consolidation which would result in the voting securities other business combination, sale of assets or contested election, or any combination of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 51% foregoing transactions less than a majority of the combined voting power of the voting then-outstanding securities of the Company or such surviving any successor corporation or entity outstanding immediately after such merger or consolidation); (C) entitled to vote generally in the sale , lease, conveyance or other disposition of all or substantially all election of the Company's assets as an entirety or substantially as an entirety to any Person or group (as defined above) acting in concert, other than in the ordinary course of business; or (D) the stockholders of the Company approve a plan of complete liquidation directors of the Company or an agreement for such other corporation or entity after such transactions are held in the sale or disposition aggregate by the holders of the Company securities entitled to vote generally in the election of all directors of the Company immediately prior to such transaction; or substantially all (iii) during any period of two consecutive years after completion of the Merger or termination of the Merger Agreement, individuals who at the beginning of any such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company's assetsshareholders, of each director of the Company first elected during such period was approved by a vote of at least two-thirds of the directors of the Company then still in office who were directors of the Company at the beginning of any such period; provided that, notwithstanding the foregoing clauses (i)-(iii), neither the Merger nor the Distribution shall constitute a Change of Control.

Upon a Change of Control. (i) If a Change of Control occurs and within two years following such Change of Control the Company terminates the Executive's ’s employment other than for Cause or the Executive terminates his employment for Good Reason, then, in lieu of any payments to or on behalf of the Executive under Section 5(d) or 5(e) hereof, the Company shall pay the Executive, within ten business days of such termination, in a lump sum and amount equal to his Base Salary for a twenty-four (24) month periodthe Severance Period. (ii) A Change of Control shall be deemed to take place if at some time after the initial public offering of the Company's ’s common shares (A) any Person or "“group" ” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934), in any transaction or series of related transactions, becomes a beneficial owner (within the meaning of Rule 13d-3 as promulgated under the Securities Exchange Act of 1934), directly or indirectly, of securities representing fifty percent (50%) or more of the total number of votes that may be cast for the election of directors of the Company; (B) any merger or consolidation involving the Company (other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 51% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation); (C) the sale , lease, conveyance or other disposition of all or substantially all of the Company's ’s assets as an entirety or substantially as an entirety to any Person or group (as defined above) acting in concert, other than in the ordinary course of business; or (D) 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 all or substantially all the Company's ’s assets.