Change of Control. For purposes of this Agreement, “Change of Control” shall mean the occurrence of any one or more of the following: # the accumulation (if over time, in any consecutive twelve (12) month period), whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of more than fifty percent (50%) or more of the shares of the outstanding Common Stock of the Company, whether by merger, consolidation, sale or other transfer of shares of Common Stock (other than a merger or consolidation where the stockholders of the Company prior to the merger or consolidation are the holders of a majority of the voting securities of the entity that survives such merger or consolidation), # a sale of all or substantially all of the assets of the Company or # during any period of twelve (12) consecutive months, the individuals who, at the beginning of such period, constitute the Board, and any new Board member whose election by the Board or nomination for election by the Company’s owners was approved by a vote of at least two-thirds (2/3) of the members of the Board then still in office who either were members of the Board at the beginning of the twelve (12) month period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; provided that the following acquisitions shall not constitute a Change of Control for the purposes of this Agreement: any acquisition of Common Stock or securities convertible into Common Stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company.

Change of Control. For purposes of this Agreement, “Change of Control” shall mean the occurrence of any one or more of the following: # the accumulation (if over time, in any consecutive twelve (12) month period), whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of more than fifty percent (50%) or more of the shares of the outstanding shares of Common Stock of the Company,Company (including equity instruments convertible without payment into Common Stock), whether by merger, consolidation, sale or other transfer of shares of Common Stock (other than a merger or consolidation where the stockholders of the Company prior to the merger or consolidation are the holders of a majority of the voting securities of the entity that survives such merger or consolidation), # a sale of all or substantially all of the assets of the Company or # during any period of twelve (12) consecutive months, the individuals who, at the beginning of such period, constitute the Board, and any new Board member whose election by the Board or nomination for election by the Company’s owners was approved by a vote of at least two-thirds (2/3) of the members of the Board then still in office who either were members of the Board at the beginning of the twelve (12) month period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; provided that the following acquisitions shall not constitute a Change of Control for the purposes of this Agreement: any acquisition of Common Stock or securities convertible into Common Stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company.

Change ofin Control. For all purposes of this Agreement, “Change ofin Control” shall meanmean: # the occurrencecompletion of one or more transactions by which any oneperson or entity (and his, her or its affiliates) becomes the beneficial owner 50.1% or more of the following: # the accumulation (if over time, in any consecutive twelve (12) month period), whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)voting power of the Securities Exchange ActCompany’s securities; or # any merger, consolidation or liquidation of 1934, as amended)the Company in which the Company is not the continuing or surviving company or pursuant to which stock would be converted into cash, securities or other property, other than a merger of more than fifty percent (50%) or morethe Company in which the holders of the shares stock immediately before the merger have the same proportionate ownership of the outstanding Common Stock of the Company, whether by merger, consolidation, salesurviving company immediately after the merger; or other transfer of shares of Common Stock (other than a merger or consolidation where the stockholders of the Company prior to the merger or consolidation are the holders of a majority of the voting securities of the entity that survives such merger or consolidation), # a sale of all or substantially all of the assets of the Company are sold or # during any periodotherwise to parties that are not within a “controlled group of twelve (12) consecutive months,corporations” (as defined in Section 1563 of the individuals who,Internal Revenue Code of 1986, as amended) in which the Company is a member at the beginningtime of such period, constitute the Board, and any new Board member whose election by the Boardsale or nomination for election by the Company’s owners was approved by a vote of at least two-thirds (2/3) of the members of the Board then still in office who either were members of the Board at the beginning of the twelve (12) month period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; provided that the following acquisitions shall not constitute a Change of Control for the purposes of this Agreement: any acquisition of Common Stock or securities convertible into Common Stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company.transfer.

Change ofin Control. For purposes of this Agreement, “Change of Control”a “Change in Control” shall mean the occurrence ofbe deemed to have occurred if # any one or more of the following: # the accumulation (if over time,“person” (as such term is used in any consecutive twelve (12) month period), whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning of SectionSections 13(d)(3) or and 14(d)(2) of the Securities Exchange Act of 1934, as amended) of more, other than fifty percent (50%)a trustee or moreother fiduciary holding securities under an employee benefit plan of the shares of the outstanding Common Stock of the Company, whetherCompany or a corporation owned directly or indirectly by merger, consolidation, sale or other transfer of shares of Common Stock (other than a merger or consolidation where the stockholders of the Company prior toin substantially the merger or consolidation are the holderssame proportions as their ownership of a majoritystock of the votingCompany, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the entity that survives such mergerCompany representing 20% or consolidation), # a sale of all or substantially allmore of the assets of the Company or # during any period of twelve (12) consecutive months, the individuals who, at the beginning of such period, constitute the Board, and any new Board member whose electiontotal voting power represented by the Board or nomination for election byCompany’s then outstanding Voting Securities, # individuals who on the Company’s owners was approved by a votedate of at least two-thirds (2/3) of thethis Agreement are members of the Board then still in office who either were members of the Board at the beginning of the twelve (12) month period or whose election or nomination for election was previously so approved,(the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; providedmembers of the Board (provided, however, that if the following acquisitionsappointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall not constitutebe considered as a Changemember of Controlthe Incumbent Board), or # the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, 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) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the purposes of this Agreement: any acquisition of Common Stocksale or securities convertible into Common Stock by any employee benefit plan (or related trust) sponsored by or maintaineddisposition by the Company.Company of (in one transaction or a series of transactions) all or substantially all of the Company’s assets.

Change of Control.Definition. For purposes of this Agreement, “Change of Control” shall meanmeans the removal of Executive as Chief Executive Officer or Board Chair as the result of the occurrence of any one or more of the following:following events: # the accumulation (if over time, insale, 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 consecutive twelve (12) month period), whether directly, indirectly, beneficially or of record, by any individual,person, entity or group (within the meaning of Sectionpersons acting in concert; # any “person” (as such term is used in Sections 13(d)(3) or and 14(d)(2) of the Securities Exchange Act of 1934, as amended), other than any then currently existing shareholder as of more thanthe Change of Control date, becoming the “beneficial owner” (as defined in Rule 13d-3 under said act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities but in no event shall the completion of an offering # of the Company’s Common Stock pursuant to a registration statement filed with the Securities and Exchange Commission in the Company’s initial public offering or # a private offering of shares of the outstanding Common Stockcapital stock of the Company, whether by merger, consolidation, saleCompany constitute a Change of Control; or # a merger or consolidation of the Company with any other transfer of shares of Common Stock (othercorporation or entity not affiliated with any currently existing shareholder, other than a merger or consolidation where the stockholders of the Company prior to the merger or consolidation are the holders of a majority ofwhich would result in the voting securities of the entity that survives such mergerCompany outstanding immediately prior thereto continuing to represent (either by remaining outstanding or consolidation), # a sale of all or substantially allby being converted into voting securities of the assetssurviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation. ; and # during any periodthe engagement of twelve (12) consecutive months, the individuals who, at the beginning of such period, constitute the Board, and anya new Board member whose election by the Board or nomination for election by the Company’s owners was approved by a vote of at least two-thirds (2/3)Chief Executive Officer of the members of the Board then still in office who either were members of the Board at the beginning of the twelve (12) month period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; provided that the following acquisitions shall not constitute a Change of Control for the purposes of this Agreement: any acquisition of Common Stock or securities convertible into Common Stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company.

“Change of Control. For purposes of this Agreement, “Change ofin Control” shall meanmeans the occurrence of any one or more of the following:following events with respect to the Company: # the accumulation (if over time,any Person acquires direct or indirect beneficial ownership (as defined in any consecutive twelve (12) month period), whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended)amended, and the regulations promulgated thereunder) of more than fifty50% percent (50%) or more of the shares of the outstanding Common Stockvoting securities of the Company, whether by merger, consolidation, saleCompany; or other transfer# the shareholders of shares of Common Stock (other thanthe Company approve, or the Company otherwise effects, enters into or approves, # a merger or consolidation where the stockholders of the Company prior towith or into any other person or entity, # an agreement for the mergersale or consolidation are the holdersdisposition (in one transaction or a series of a majority of the voting securities of the entity that survives such merger or consolidation), # a saletransactions) of all or substantially all of the assets of the Company, # a plan of complete liquidation of the Company or # during any periodtransaction similar to any of twelve (12) consecutive months, the individuals who, atforegoing, other than, in the beginningcase of such period, constituteboth (2)(A) and (2)(B) above, a merger, consolidation or sale that would result in the Board, and any new Board member whose electionvoting securities of the Company outstanding immediately prior thereto controlling or continuing to represent, directly or indirectly, either by remaining outstanding or by being converted into equity securities of the Boardsurviving person or nomination for election by the Company’s owners was approved by a vote ofentity, at least two-thirds (2/3)50% of the memberstotal outstanding voting securities of the Board then still in office who either were members ofCompany or the Board at the beginning of the twelve (12) month periodsurviving person or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; provided that the following acquisitions shall not constitute a Change of Control for the purposes of this Agreement: any acquisition of Common Stock or securities convertible into Common Stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company.entity outstanding immediately after such transaction.

“Change of Control. For purposes of this Agreement, “Change ofin Control” shall mean the occurrence ofmeans that # any one or more of the following: # the accumulation (if over time, in any consecutive twelve (12) month period), whether directly, indirectly, beneficially or of record, by any individual, entityPerson or group (withinof persons within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended)1934 becomes the beneficial owner, directly or indirectly, of more than fifty percent (50%)30% or more of the shares of the outstanding Common Stock of the Company, whether by merger, consolidation, sale or other transfer of shares of Common Stock (other than a merger or consolidation where the stockholders of the Company prior to the merger or consolidation are the holders of a majority of the voting securities of the entity that survives such merger or consolidation), # a sale of all or substantially all of the assetscommon stock of the Company or # during any period of twelve (12) consecutive months, the individuals who, at the beginning of such period,who constitute the Board, and any new Board member whose election by the Board or nomination for election by the Company’s owners was approved by a vote of at least two-thirds (2/3) of the members of the Board then still in office who either were members of the Board at the beginning of the twelve (12) month period or whose election or nomination for election was previously so approved,Continuing Directors cease for any reason to constitute at least a majority of the Board; provided thatboard of directors of the following acquisitions shall not constitute a Change of ControlCompany (which, for the purposespurpose of this Agreement:definition, shall be deemed not to mean any acquisitioncommittee of Common Stock or securities convertible into Common Stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company.board of directors of the Company).

“Change of Control. For purposes of this Agreement, “Change ofin Control” shall meanmeans the occurrence of any one or more of the following:following events: # the accumulation (if over time, in any consecutive twelve (12) month period), whether directly, indirectly, beneficiallysale or of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)exchange of the Securities Exchange Actcapital stock by the stockholders of 1934, as amended)the Company in one transaction or series of related transactions where more than fifty percent (50%) or more of the shares of the outstanding Common Stock of the Company, whether by merger, consolidation, sale or other transfer of shares of Common Stock (other than a merger or consolidation where the stockholdersvoting power of the Company prior tois acquired by a person or entity or group of related persons or entities; or # any reorganization, consolidation or merger of the merger or consolidation areCompany where the holders of a majority of theoutstanding voting securities of the Company immediately before the transaction represent or are converted into less than fifty percent (50%) of the outstanding voting power of the surviving entity (or its parent corporation) immediately after the transaction; or # the consummation of any transaction or series of related transactions that survives such merger or consolidation), # aresults in the sale of all or substantially all of the assets of the CompanyCompany; or # during any period“person” or “group” (as defined in the Securities Exchange Act of twelve (12) consecutive months,1934, as amended (the “Exchange Act”) becoming the individuals who, at“beneficial owner” (as defined in Rule 13d-3 under the beginningExchange Act) directly or indirectly of such period, constitutesecurities representing more than fifty percent (50%) of the voting power of the Company then outstanding. Except that any change in the beneficial ownership of the securities of the Company as a result of a private financing of the Company that is approved by the Board, and any new Board member whose election by the Board or nomination for election by the Company’s owners was approved by a vote of at least two-thirds (2/3) of the members of the Board then still in office who either were members of the Board at the beginning of the twelve (12) month period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; provided that the following acquisitions shall not constitutebe deemed to be a Change of Control for the purposes of this Agreement: any acquisition of Common Stock or securities convertible into Common Stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company.in Control.

Definition of Change of Control. For purposesthe purpose of this Agreement, a “Change of Control” shall meanbe deemed to have taken place upon the occurrence of any one or morefirst of the following:following to occur after the date of this Agreement: # the accumulation (if over time,a third person, including a “group” as defined in any consecutive twelve (12) month period), whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended)acquires shares of more than fifty percent (50%)the Corporation having 30% or more of the sharestotal number of votes that may be cast for the election of directors of the outstanding Common StockCorporation; or # as the result of any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the Company, whether by merger, consolidation, sale or other transfer of shares of Common Stock (other than a merger or consolidation whereforegoing transactions (a “Transaction”), the stockholderspersons who were directors of the Company priorCorporation before the Transaction shall cease to the merger or consolidation are the holders ofconstitute a majority of the voting securitiesBoard of Directors of the entity that survives such mergerCorporation or consolidation), # a sale of all or substantially all ofany successor to the assets of the Company or # during any period of twelve (12) consecutive months, the individuals who, at the beginning of such period, constitute the Board, and any new Board member whose election by the Board or nomination for election by the Company’s owners was approved by a vote of at least two-thirds (2/3) of the members of the Board then still in office who either were members of the Board at the beginning of the twelve (12) month period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; provided that the following acquisitions shall not constitute a Change of Control for the purposes of this Agreement: any acquisition of Common Stock or securities convertible into Common Stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company.Corporation.

For the purpose of this Agreement, a Change in Control of Control. Forthe Company has occurred when: # any person (defined for the purposes of this Agreement, “Change of Control” shall[Section 4G] to mean the occurrence of any one or more of the following: # the accumulation (if over time, in any consecutive twelve (12) month period), whether directly, indirectly, beneficially or of record, by any individual, entity or group (withinperson within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended)1934 (the “Exchange Act”)), other than a participant in a transaction approved by its Board of more than fiftyDirectors for the principal purpose of raising additional capital, either directly or indirectly, acquires beneficial ownership (determined under Rule 13d-3 of the Regulations promulgated by the Securities and Exchange Commission under Section 13(d) of the Exchange Act) of securities issued by the Company having forty five percent (50%(45%) or more of the sharesvoting power of all the voting securities; # a majority of the outstanding Common StockDirectors elected at any meeting of the Company, whetherholders of voting securities of the Company are persons who were not nominated for such election by merger, consolidation, salethe Board of Directors or other transfera duly constituted committee of sharesthe Board of Common Stock (otherDirectors having authority in such matters; # the stockholders of the Company approve a merger or consolidation of the Company with another person other than a merger or consolidation wherein which the holders of the Company’s voting securities issued and outstanding immediately before such merger or consolidation continue to hold voting securities in the surviving or resulting corporation (in the same relative proportions to each other as existed before such event) comprising fifty one percent (51%) or more of the voting power for all purposes of the surviving or resulting corporation; or # the stockholders of the Company prior to the merger or consolidation are the holdersapprove a transfer of a majority of the voting securities of the entity that survives such merger or consolidation), # a sale of all or substantially all of the assets of the Company to another person other than a transfer to a transferee, fifty one percent (51%) or # during any periodmore of twelve (12) consecutive months, the individuals who, at the beginningvoting power of such period, constitute the Board, and any new Board member whose electionwhich is owned or controlled by the BoardCompany or nomination for election by the Company’s owners was approved by a vote of at least two-thirds (2/3)holders of the members of the Board then stillCompany’s voting securities issued and outstanding immediately before such transfer in office who either were members of the Board at the beginning of the twelve (12) month period or whose election or nomination for election was previously so approved, cease for any reasonsimilar relative proportions to constitute at least a majority of the Board; provided that the following acquisitions shall not constitute a Change of Control for the purposes of this Agreement: any acquisition of Common Stock or securities convertible into Common Stock by any employee benefit plan (or related trust) sponsored by or maintained by the Company.each other as existed before such event.