TO WHICH SUCH UNPAID MONTHLY
PREMIUM APPLIES.
(D)
EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 9.5, ALL
COMPENSATION SHALL CEASE AT THE TIME OF A TERMINATION DESCRIBED IN SECTION
9.5(A), SUBJECT TO THE
8
TERMS OF ANY BENEFIT OR COMPENSATION PLAN THEN IN FORCE AND APPLICABLE TO
EMPLOYEE.
ALL OUTSTANDING OPTIONS WHICH REMAIN UNVESTED SHALL BE AUTOMATICALLY
CANCELED AND DECLARED NULL AND VOID.
EXCEPT AS SPECIFICALLY SET FORTH IN THIS
SECTION 9.5, NEITHER THE COMPANY NOR EMPLOYEE SHALL HAVE ANY LIABILITY OR
OBLIGATION HEREUNDER BY REASON OF SUCH TERMINATION.
9.6.
CHANGE IN CONTROL.
(A)
IF THERE IS A CHANGE IN CONTROL DURING THE TERM, EMPLOYEE MAY
ELECT AT ANY TIME MORE THAN SIX MONTHS AFTER SUCH CHANGE IN CONTROL TO TERMINATE
EMPLOYEE'S EMPLOYMENT HEREUNDER UPON FIFTEEN (15) DAYS PRIOR WRITTEN NOTICE.
(B)
FOR PURPOSES OF THIS AGREEMENT, A "CHANGE IN CONTROL" SHALL HAVE
OCCURRED IF ANY OF THE FOLLOWING EVENTS SHALL OCCUR:
(I)
THE SALE, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION (INCLUDING BY
MERGER OR CONSOLIDATION) BY STOCKHOLDERS OF THE COMPANY, IN ONE TRANSACTION OR A
SERIES OF RELATED TRANSACTIONS, OF MORE THAN THIRTY-FIVE PERCENT (35%) OF THE
VOTING POWER REPRESENTED BY THE THEN OUTSTANDING STOCK OF THE COMPANY TO ONE OR
MORE PERSONS, OTHER THAN ANY SUCH SALES, TRANSFERS, ASSIGNMENTS OR OTHER
DISPOSITIONS BY SUCH STOCKHOLDERS TO THEIR RESPECTIVE AFFILIATES.
FOR THE
PURPOSES OF THIS AGREEMENT, (1) "AFFILIATE" MEANS, WITH RESPECT TO ANY
STOCKHOLDER OF THE COMPANY, (X) ANY PERSON DIRECTLY OR INDIRECTLY CONTROLLING,
CONTROLLED BY OR UNDER COMMON CONTROL WITH SUCH STOCKHOLDER OR (Y) ANY OFFICER,
DIRECTOR OR GENERAL PARTNER OF SUCH STOCKHOLDER; AND (2) "PERSON" MEANS AN
INDIVIDUAL, PARTNERSHIP, CORPORATION, JOINT VENTURE, ASSOCIATION, TRUST,
UNINCORPORATED ASSOCIATION, OTHER ENTITY, ASSOCIATION OR GROUP OF ASSOCIATED
PERSONS ACTING IN CONCERT (EXCEPT THAT SUCH TERM SHALL NOT INCLUDE EMPLOYEES OF
THE COMPANY, DAN W. MATTHIAS AND/OR REBECCA C. MATTHIAS);
(II)
THE COMPANY SELLS ALL OR SUBSTANTIALLY ALL OF ITS ASSETS TO ANY
OTHER PERSON IN ANY SALE OR SERIES OF RELATED SALES (OTHER THAN A TRANSACTION TO
WHICH ONLY THE COMPANY AND ONE OR MORE OF ITS SUBSIDIARIES ARE PARTIES); OR
(III)
ANY PERSON BECOMES A DIRECT OR INDIRECT BENEFICIAL OWNER OF
SHARES OF STOCK OF THE COMPANY REPRESENTING AN AGGREGATE OF 35% OR MORE OF THE
VOTES THEN ENTITLED TO BE CAST AT AN ELECTION OF DIRECTORS OF THE COMPANY
(UNLESS A VOTING AGREEMENT REMAINS IN EFFECT IN RESPECT OF A GREATER THAN 51% OF
SUCH SHARES).
(C)
IN THE EVENT OF A TERMINATION OF EMPLOYEE'S EMPLOYMENT HEREUNDER
PURSUANT TO SECTION 9.6, EMPLOYEE SHALL BE ENTITLED TO RECEIVE ALL ACCRUED BUT
UNPAID (AS OF THE EFFECTIVE DATE OF SUCH TERMINATION) BASE SALARY, BENEFITS AND
CASH BONUSES, AND THE SEVERANCE PAY; PROVIDED, HOWEVER, THAT IF THIS AGREEMENT
IS ASSUMED BY ANY SUCCESSOR TO ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS
AND BUSINESS, SUCH PAYMENTS SHALL BE THE JOINT AND SEVERAL OBLIGATION OF THE
COMPANY AND SUCH PURCHASER.
ALSO, IN THE EVENT OF TERMINATION PURSUANT TO THIS
SECTION 9.6, ALL