TERM.
AS USED IN
THE AGREEMENT, THE TERM "CHANGE IN CONTROL" SHALL MEAN:
(I)
THE SALE, LEASE OR OTHER TRANSFER OF ALL
OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION TO ANY PERSON OR GROUP (AS
SUCH TERM IS USED IN SECTION 13(D)(3) OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED);
(II)
THE ADOPTION BY THE STOCKHOLDERS OF THE
CORPORATION OF A PLAN RELATING TO THE LIQUIDATION OR DISSOLUTION OF THE
CORPORATION;
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(III)
THE MERGER OF CONSOLIDATION OF THE
CORPORATION WITH OR INTO ANOTHER ENTITY OR THE MERGER OF ANOTHER ENTITY INTO THE
CORPORATION OR ANY SUBSIDIARY THEREOF WITH THE EFFECT THAT IMMEDIATELY AFTER
SUCH TRANSACTION THE STOCKHOLDERS OF THE CORPORATION IMMEDIATELY PRIOR TO SUCH
TRANSACTION (OR THEIR AFFILIATES) HOLD LESS THAN FIFTY PERCENT (50%) OF THE
TOTAL VOTING POWER OF ALL SECURITIES GENERALLY ENTITLED TO VOTE IN THE ELECTION
OF DIRECTORS, MANAGERS OR TRUSTEES OF THE ENTITY SURVIVING SUCH MERGER OF
CONSOLIDATION;
(IV)
THE ACQUISITION BY ANY PERSON OR GROUP OF MORE
THAN FIFTY PERCENT (50%) OF THE VOTING POWER OF ALL SECURITIES OF THE
CORPORATION GENERALLY ENTITLED TO VOTE IN THE ELECTION OF DIRECTORS OF THE
CORPORATION; OR
(V)
THAT THE MAJORITY OF THE BOARD IS COMPOSED
OF MEMBERS WHO (A) HAVE SERVED LESS THAN TWELVE MONTHS AND (B) WERE NOT APPROVED
BY A MAJORITY OF THE BOARD AT THE TIME OF THEIR ELECTION OR APPOINTMENT.
13.
PAYMENTS UPON TERMINATION.
PAYMENTS TO THE
EMPLOYEE UPON TERMINATION SHALL BE LIMITED TO THE FOLLOWING:
(A)
IF THE EMPLOYEE IS TERMINATED BY THE
CORPORATION UPON DEATH, FOR CAUSE, OR AT THE END OF THE EMPLOYMENT TERM, THE
EMPLOYEE SHALL BE ENTITLED TO ALL ARREARAGES OF SALARY AND EXPENSES AS OF THE
DATE OF TERMINATION BUT SHALL NOT BE ENTITLED TO FURTHER COMPENSATION, SUBJECT
TO PARAGRAPH 14.
(B)
IF THE EMPLOYEE TERMINATES FOR GOOD REASON
OR FOLLOWING A CHANGE IN CONTROL PURSUANT TO SECTION 12(G) ABOVE, OR IF THE
EMPLOYEE IS TERMINATED BY THE CORPORATION OTHER THAN FOR CAUSE OR ANY OTHER
REASON SET FORTH IN SUBPARAGRAPH (A) ABOVE DURING THE EMPLOYMENT TERM, THE
EMPLOYEE SHALL BE ENTITLED TO THE GREATER OF (I) ALL REMAINING SALARY, IN A LUMP
SUM PAYMENT, UNDER THIS AGREEMENT TO THE END OF THE EMPLOYMENT TERM, OR
(II) SALARY, IN A
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LUMP SUM PAYMENT, FROM THE DATE OF TERMINATION THROUGH SECOND ANNIVERSARY OF THE
DATE OF TERMINATION, WHICH LUMP SUM SHALL BE PAID UNLESS OTHERWISE REQUIRED BY
SECTION 15(B) WITHIN 90 DAYS FOLLOWING THE DATE OF TERMINATION WITH THE EXACT
DATE OF PAYMENT DETERMINED IN THE SOLE DISCRETION OF THE CORPORATION.
EMPLOYEE
SHALL HAVE NO OBLIGATION TO SEEK OTHER EMPLOYMENT AND ANY INCOME SO EARNED SHALL
NOT REDUCE THE FOREGOING AMOUNTS.
14.
SEVERANCE FOLLOWING EXPIRATION OF EMPLOYMENT
TERM.
FOLLOWING THE END OF THE EMPLOYMENT TERM, UPON TERMINATION OF EMPLOYEE'S
EMPLOYMENT WITH THE CORPORATION FOR ANY REASON OTHER THAN CAUSE, BUT UPON NINETY
DAYS PRIOR WRITTEN NOTICE IF SUCH TERMINATION IS BY THE EMPLOYEE, THE
CORPORATION SHALL PAY TO THE EMPLOYEE IN