Change of Control Termination. In the event that, at the time of or within one (1) year after a Change of Control, and during the Employment Period, Employee’s employment is Terminated Without Cause by the Employer or Employee Terminates Employee’s employment for Good Reason (each a “Change of Control Termination”), Employee shall be entitled to receive the payments and benefits specified in this Section 8. The date on which the Employer or Employee receives notice in accordance with Section 15(i) of a Change of Control Termination shall be deemed the “Change of Control Termination Date”.

resignation of employment (other than a Good Reason Resignation) before the job-end date specified by the Employer or while the Employer still desires the Eligible Employee’s services;

Change in Control Termination. “Change in Control Termination” shall have the meaning set forth in Paragraph 2.

Change of Control Termination. Section 1 of the Option Agreement is hereby amended by the addition of a new paragraph # as follows:

Change of Control Termination. A “Change of Control Termination” shall include termination of the Employee’s employment by the Employee for the following Good Reasons:

Change In Control Termination Payment. The term “Change In Control Termination Payment” shall mean a cash payment equal to the sum of:

Termination Following Change in Control. Notwithstanding the provisions of subsection # above, if on the date of or during the twenty-four (24)-month period following a Change in Control, a Participant is removed or the Participant’s service as a director is otherwise involuntarily terminated (other than as a result of the Participant’s failure to receive at an annual or special meeting of shareholders of the Company or the New Company, as applicable, the requisite shareholder vote necessary to be re-elected a director), # all outstanding Options and Stock Appreciation Rights held by such Participant shall become vested and exercisable immediately upon such termination and # all outstanding unvested Restricted Stock and Restricted Stock Unit Awards shall become vested immediately upon such termination.

Termination After Change in Control. If the Company (or its successor or the surviving entity) terminates your employment without Cause within twelve (12) months after the effective date of any Change in Control, or if you terminate your employment for Good Reason within twelve (12) months after the effective date of any Change in Control, then in addition to the benefits set forth in Section 13(a), you will be entitled to the following: # an increase of $300,000 in your annual base salary amount (or an additional $25,000 per month), which increased annual base salary amount shall be paid for the remainder of the Term (or the Renewal Term, as applicable) or for two (2) years following the Change in Control, whichever is longer; # a gross-up in the annual base salary amount each year to account for and to offset any tax that may be due by you on any payments received or to be received by you under this Letter Agreement that would result in a “parachute payment” as described in Section 280G of the Code; # payment of your annual bonus amount as set forth in [Section 13(a)(ii)] for each year during the remainder of the Term (including the Renewal Term, as applicable) or for two (2) years following the Change in Control, whichever is longer; # health insurance coverage provided for and paid by the Company for the remainder of the Term (including the Renewal Term, as applicable) or for two (2) years following the Change in Control, whichever is longer; and # vested Equity Incentives and additional Stock Options shall be fully and immediately available.

Change of Control. There occurs any Change of Control; or

Change in Control. Any Change in Control shall occur;