Change of Control. In the event of # the acquisition by any person or group, other than the Company, of 50% or more of the voting stock of the Company; # the consummation of a merger, consolidation or reorganization, the result of which is that the shareholders of the Company immediately prior to the merger, consolidation or reorganization do not own and control immediately after the merger, consolidation or reorganization at least 50% of the value of the outstanding equity and combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors of the Board; or # a sale, exclusive license or other disposition (in one transaction or a series of related transactions) of all or substantially all of the Company’s assets (each, a “Change of Control”), unless the Option is assumed by the surviving company in the Change of Control (the “Surviving Company”) or replaced with an equivalent award granted by the Surviving Company in substitution for the Option (including, without limitation, provision for accelerated vesting as provided in Section 2 above), the Option shall be immediately exercisable and vested in full as of the date immediately prior to the date of the consummation of the Change of Control. Any Award or portions thereof which are neither assumed or continued by the Surviving Company in connection with the Change of Control nor exercised as of the time of consummation of the Change of Control shall terminate and cease to be outstanding effective as of the time of consummation of the Change of Control.

Change in Control. In the event there is a change of control, as defined below, of the Company, then the surviving corporation or the acquiring corporation shall assume the Company’s obligations pursuant to this Agreement, including any stock or stock option agreements that Employee has with the Company. In the event any surviving corporation or acquiring corporation refuses to assume such obligations and/or to substitute similar stock awards for those outstanding under any agreement between Employee and the Company, then the Employee shall be entitled to accelerated vesting of all unvested shares subject to such agreements, if any, such that all shares will be vested and fully exercisable as of the date of the Change of Control. Change of Control means: # a sale or other disposition of all or substantially all of the assets of the Company; # a merger or consolidation in which the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such consolidation or merger own less than fifty percent (50%) of the surviving entity’s voting power immediately after the transaction # a reverse merger in which the Company is the surviving entity but the shares of Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, and in which the stockholders of the Company immediately prior to such reverse merger own less than fifty percent (50%) of the Company’s voting power immediately after the transaction; or # the acquisition, directly or indirectly by any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company), of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than 50% of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s stockholders.

Change in Control. In the event there is a change of control, as defined below, of the Company, then the surviving corporation or the acquiring corporation shall assume the Company’s obligations pursuant to this Agreement, including any stock or stock option agreements that Employee has with the Company. In the event any surviving corporation or acquiring corporation refuses to assume such obligations and/or to substitute similar stock awards for those outstanding under any agreement between Employee and the Company, then the Employee shall be entitled to accelerated vesting of all unvested shares subject to such agreements, if any, such that all shares will be vested and fully exercisable as of the date of the Change of Control. Change of Control means: # a sale or other disposition of all or substantially all of the assets of the Company; # a merger or consolidation in which the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such consolidation or merger own less than fifty percent (50%) of the surviving entity’s voting power immediately after the transaction # a reverse merger in which the Company is the surviving entity but the shares of Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, and in which the stockholders of the Company immediately prior to such reverse merger own less than fifty percent (50%) of the Company’s voting power immediately after the transaction; or # an acquisition by any person, entity or group within the meaning of [Section 13(d)]or 14(d) of the Exchange Act, or any comparable successor provisions (excluding shareholders of the Company with respect to shares and voting power beneficially held by them as of the date of this Agreement, any employee benefit plan, or related trust, sponsored or maintained by the Company or subsidiary of the Company or other entity controlled by the Company) of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities of the Company representing at least fifty per cent (50%) of the voting power entitled to vote in the election of directors, excluding from such percentage securities beneficially owned by stockholders of the Company immediately prior to and after such event.

Change in Control. In the event of a Change in Control, the effect of the Change in Control on the Options shall be determined by the applicable provisions of the Plan (including, without limitation, [Article 11] of the Plan), provided that # to the extent the Options are assumed or substituted by the successor company in connection with the Change in Control (or the Options are continued by Company if it is the ultimate parent entity after the Change in Control), the Options will vest and become fully exercisable in accordance with [clause (i) of Section 11.2(a)] of the Plan if within twenty-four (24) months following the date of the Change in Control Participant’s service as a Director of the Company is terminated for any reason other than by reason of removal for Cause, and any vested Options (either vested prior to the Change in Control or accelerated by reason of this Section 5(c)) may be exercised for a period of twenty-four (24) months after the date of such termination of service (but in no event later than the Option Expiration Date); and # any portion of the Options which vests and becomes exercisable pursuant to [Section 11.2(b)] of the Plan as a result of such Change in Control will # vest and become exercisable on the day prior to the date of the Change in Control if Participant is then a member of the Company’s Board and # terminate on the date of the Change in Control. For purposes of [Section 11.2] # of the Plan, the Options shall not be deemed assumed or substituted by a successor company (or continued by Company if it is the ultimate parent entity after the Change in Control) if the Options are not assumed, substituted or continued with equity securities of the successor company or Company, as applicable, that are publicly-traded and listed on an exchange in the United States and that have voting, dividend and other rights, preferences and privileges substantially equivalent to the Shares. If the Options are not deemed assumed, substituted or continued for purposes of [Section 11.2(a)] of the Plan, the Options shall be deemed not assumed, substituted or continued and governed by [Section 11.2(b)] of the Plan. Notwithstanding the foregoing, if on the date of the Change in Control the Fair Market Value of one Share is less than the Exercise Price per Share, then the Options shall terminate as of the date of the Change in Control except as otherwise determined by the Committee.

Upon a Change of Control Termination, the Shares underlying the Option shall automatically vest in full. “Change of Control Termination” as used herein means Employee’s employment being terminated by the Company (or its successor) without Cause or by the Employee for Good Reason (as defined below) within three (3) months before or twelve (12) months after any of the following occur: # the acquisition by any person or group, other than the Company, of 50% or more of the voting stock of the Company; # within any two year period the individuals who constituted the Board at the beginning of the period shall cease for any reason to constitute a majority of the Board, provided that the election of each subsequent member who was approved in advance by two-thirds of the members of the Board in office at the beginning of such two year period or whose election or nomination for election was previously so approved, shall be considered as though such individual was a member of the Board at the beginning of the period; # the consummation of a merger, consolidation or reorganization, the result of which is that the shareholders of the Company immediately prior to the merger, consolidation or reorganization do not own and control immediately after the merger, consolidation or reorganization at least 50% of the value of the outstanding equity and combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors of the Board; or # a sale, exclusive license or other disposition (in one transaction or a series of related transactions) of all or substantially all of the Company’s assets.

Change of Control. In the event of a merger, acquisition or sale transaction by the Employer which causes a Change of Control of the Employer (the “Control Change”), any stock options or similar securities held beneficially by the Employee shall automatically become fully vested. For purposes of this Section 6, Control Change shall mean the occurrence of any of the following events: # a majority of the outstanding voting stock of Employer shall have been acquired or beneficially owned by any person (other than Employer or a subsidiary of Employer) or any two or more persons acting as a partnership, limited partnership, syndicate or other group, entity or association acting in concert for the purpose of voting, acquiring, holding, or disposing of voting stock of Employer; or # a merger or a consolidation of Employer with or into another corporation, other than # a merger or consolidation with a subsidiary of Employer, or # a merger or consolidation in which the holders of voting stock of Employer immediately prior to the merger as a class hold immediately after the merger at least a majority of all outstanding voting power of the surviving or resulting corporation or its parent; or # a statutory exchange of shares of one or more classes or series of outstanding voting stock of Employer for cash, securities, or other property, other than an exchange in which the holders of voting stock of Employer immediately prior to the exchange as a class hold immediately after the exchange at least a majority of all outstanding voting power of the entity with which Employer stock is being exchanged; or # the sale or other disposition of all or substantially all of the assets of Employer, in one transaction or a series of transactions, other than a sale or disposition in which the holders of voting stock of Employer immediately prior to the sale or disposition as a class hold immediately after the exchange at least a majority of all outstanding voting power of the entity to which the assets of Employer are being sold.