Common use of Change in Control of the Company Clause in Contracts

Change in Control of the Company. (a) If a Change in Control of the Company occurs prior to the end of the Employment Period and (a) Executive’s employment is terminated by the Company for reasons other than death, Disability or Cause, or (b) the Executive terminates employment with the Company for Good Reason, in each case within 18 months after such Change in Control, subject to Section 19(d) hereof, the Company, or any successor thereto, will pay to the Executive in cash, (i) any accrued and unpaid salary through the date of termination, (ii) any accrued and unpaid cash bonus with respect to the fiscal year preceding the termination, (iii) a pro-rata portion of the cash bonus with respect to the fiscal year in which the termination occurs, (iv) an amount equal to three (3) times Executive’s “compensation” (as defined below); and (v) any reimbursable expenses under Section 5(a) hereof that have not been reimbursed as of the date of termination. The Executive shall also continue to participate in all benefit plans made generally available by the Company to its executives for the remaining portion of the Employment Period (as if such termination had not occurred). Subject to Section 19(d) hereof, the payments under clauses (i), (ii), (iii) and (v) hereof shall be paid within ten (10) days after such termination. In addition, all unvested securities of the Company issued to the Executive under the Company’s 2005 Equity Incentive Plan or any similar plan shall become fully vested as of the date of such termination. Subject to Section 19(d) hereof, any amounts under clause (iv) will be paid, and the certificates, if any, for the vested securities will be delivered, as soon as reasonably possible, but in no event later than 30 days after such termination.

Change in Control of the Company. (a) If a Change in Control of the Company occurs prior to the end of the Employment Period and (a) Executive’s employment is terminated by the Company for reasons other than death, Disability or Cause, or (b) the Executive terminates employment with the Company for Good Reason, in each case within 18 months after such Change in Control, subject to Section 19(d) hereof, the Company, or any successor thereto, will pay to the Executive in cash, (i) any accrued and unpaid salary through the date of termination, (ii) any accrued and unpaid cash bonus with respect to the fiscal year preceding the termination, (iii) a pro-rata portion of the cash bonus with respect to the fiscal year in which the termination occurs, (iv) an amount equal to three (3) times Executive’s “compensation” (as defined below); and (v) any reimbursable expenses under Section 5(a) hereof that have not been reimbursed as of the date of termination. The Executive shall also continue to participate in all the Company’s health, life and long-term disability benefit plans made generally available by the Company to its executives for the remaining portion of the Employment Period (as if such termination had not occurred); provided, however, that if applicable law or the terms of such plans will not allow the Executive’s continued participation in one or more of such plans for all of the remaining portion of the Employment Period, then the Executive shall receive a single cash payment equal to the product of the monthly premium payable by the Company for each such benefit that cannot be so continued times the number of months remaining in the Employment Period for which the Executive cannot continue participation in such plan or plan. The Executive shall also receive a single cash payment equal to the product of the Executive’s monthly automobile allowance times the number of months remaining in the Employment Period. Subject to Section 19(d) hereof, the payments under clauses (i), (ii), (iii) and (v) hereof and the two preceding sentences shall be paid within ten (10) days after of such termination. In addition, all unvested securities of the Company issued to the Executive under the Company’s 2005 Equity Incentive Plan or any similar plan shall become fully vested as of the date of such termination. Subject to Section 19(d) hereof, any amounts under clause (iv) will be paid, and the certificates, if any, for the vested securities will be delivered, as soon as reasonably possible, but in no event later than 30 days after such termination.

Change in Control of the Company. (a) If at anytime during the Term hereof a Change change in Control control of the Company occurs prior to the end of the Employment Period and (a) Executive’s employment is terminated by the Company for reasons other than death, Disability or Cause, or as defined in Subsection (b) below) occurs, then within sixty (60) days after receipt of written notice of such change in control of the Company, the Executive terminates may, by written notice to the Company (or its successor), terminate this Agreement. In the event of said termination, (i) the Executive shall receive a lump sum payment equal to 2.99 times his average annual Base Salary for (x) the period from commencement of his employment with the Company or (y) the last five (5) years, whichever is shorter, payable within thirty (30) days after termination of this Agreement, (ii) the Company (or its successor) shall maintain, at its expense, the health plan coverage of the Executive for Good Reason, in each case within 18 a period of twelve (12) months after such Change in Controltermination, subject to termination of such health plan benefits upon the Executive becoming covered by a comparable plan offered by a subsequent employer and also subject to any changes in such plan as applicable to other executive officers and (iii) all stock options and other equity based awards granted to the Executive by the Company shall become fully vested and exercisable subject to their respective terms; provided, however, if the amount to be paid or distributed to the Executive pursuant to this Section 19(d) hereof, 6.06 (taken together with any amounts otherwise to be paid or distributed to the Executive by the Company) (such amounts collectively the "Section 6.06 Payment") would result in the application of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor or similar provision thereto, will pay to the Executive in cash, (i) any accrued and unpaid salary through the date of termination, (ii) any accrued and unpaid cash bonus with respect to the fiscal year preceding the termination, (iii) a pro-rata portion of the cash bonus with respect to the fiscal year in which the termination occurs, (iv) an amount equal to three (3) times Executive’s “compensation” (as defined below); and (v) any reimbursable expenses under Section 5(a) hereof that have 6.06 Payment shall not been reimbursed as of the date of termination. The Executive shall also continue to participate in all benefit plans made generally available by the Company to its executives for the remaining portion of the Employment Period (as if such termination had not occurred). Subject to Section 19(d) hereof, the payments under clauses (i), (ii), (iii) and (v) hereof shall be paid or distributed in the amounts or at the times otherwise required by this Agreement, but shall instead be paid or distributed annually, beginning within ten thirty (1030) days after such termination. In additionthe termination date and thereafter on each anniversary thereof, all unvested securities in the maximum substantially equal amounts and over the minimum number of years that are determined to be required to reduce the aggregate present value of Section 6.06 Payment to the maximum amount that will not cause any Section 6.06 Payment to be non-deductible under Section 280G of the Company issued to the Executive under the Company’s 2005 Equity Incentive Plan or any similar plan Code. For purposes of this Section 6.06, present value shall become fully vested as be determined in accordance with Section 280G(d)(4) of the date of such termination. Subject to Section 19(d) hereof, any amounts under clause (iv) will be paid, and the certificates, if any, for the vested securities will be delivered, as soon as reasonably possible, but in no event later than 30 days after such terminationCode.

Change in Control of the Company. (a) If at anytime during the Term hereof a Change change in Control control of the Company occurs prior (as defined in Subsection (b) below) occurs, then within sixty (60) days after receipt of written notice of such change in control of the Company, the Executive may, by written notice to the end Company (or its successor), terminate this Agreement. In the event of said termination, (i) the Executive shall receive a lump sum payment equal to 2.99 times his then current Base Salary, payable within thirty (30) days after termination of this Agreement, (ii) the Company (or its successor) shall maintain, at its expense, the health plan coverage of the Employment Period Executive for a period of twelve (12) months after such termination, subject to termination of such health plan benefits upon the Executive becoming covered by a comparable plan offered by a subsequent employer and also subject to any changes in such plan as applicable to other executive officers and (aiii) Executive’s employment is terminated all stock options and other equity based awards granted to the Executive by the Company for reasons other than deathshall become fully vested and exercisable subject to their respective terms; provided, Disability however, if the amount to be paid or Cause, or (b) distributed to the Executive terminates employment pursuant to this Section 6.06 (taken together with any amounts otherwise to be paid or distributed to the Company for Good Reason, in each case within 18 months after such Change in Control, subject to Section 19(d) hereof, Executive by the Company) (such amounts collectively the "Section 6.06 Payment") would result in the application of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor or similar provision thereto, will pay to the Executive in cash, (i) any accrued and unpaid salary through the date of termination, (ii) any accrued and unpaid cash bonus with respect to the fiscal year preceding the termination, (iii) a pro-rata portion of the cash bonus with respect to the fiscal year in which the termination occurs, (iv) an amount equal to three (3) times Executive’s “compensation” (as defined below); and (v) any reimbursable expenses under Section 5(a) hereof that have 6.06 Payment shall not been reimbursed as of the date of termination. The Executive shall also continue to participate in all benefit plans made generally available by the Company to its executives for the remaining portion of the Employment Period (as if such termination had not occurred). Subject to Section 19(d) hereof, the payments under clauses (i), (ii), (iii) and (v) hereof shall be paid or distributed in the amounts or at the times otherwise required by this Agreement, but shall instead be paid or distributed annually, beginning within ten thirty (1030) days after such termination. In additionthe termination date and thereafter on each anniversary thereof, all unvested securities in the maximum substantially equal amounts and over the minimum number of years that are determined to be required to reduce the aggregate present value of Section 6.06 Payment to the maximum amount that will not cause any Section 6.06 Payment to be non-deductible under Section 280G of the Company issued to the Executive under the Company’s 2005 Equity Incentive Plan or any similar plan Code. For purposes of this Section 6.06, present value shall become fully vested as be determined in accordance with Section 280G(d)(4) of the date of such termination. Subject to Section 19(d) hereof, any amounts under clause (iv) will be paid, and the certificates, if any, for the vested securities will be delivered, as soon as reasonably possible, but in no event later than 30 days after such terminationCode.

Change in Control of the Company. a. Unless otherwise provided in Section 6.7 hereof, if a Change in Control (aas defined in paragraph (b) If of this Section 6.6) in the Company shall occur during the Term of Employment, the Company shall accelerate the vesting of all AmeriPath Stock Options which have been granted to the Executive but are unvested, so that the unvested shares are one hundred (100) percent vested on the date of the Change in Control. In addition, if a Change in Control of the Company occurs during the Term of Employment, and prior to one year after the end date of the Change in Control the Term of Employment Period and (a) Executive’s employment is terminated by the Company for reasons other than death, Disability or Causewithout Cause pursuant to Section 6.4 hereof, or (b) the Company requires the Executive terminates employment with to be based at any office or location more than twenty-five (25) miles from that in which the Executive was working on the date of the Change in Control and the Executive thereby elects to terminate this Agreement, the Company for Good Reasonshall (1) pay to the Executive any accrued and unpaid Base Salary and Bonus Payment, through the effective date of the termination, (2) pay to the Executive his Termination Year Bonus, if any, at the time provided in each case Section 4.2b hereof, (3) pay to the Executive, within 18 months after such 30 days of the termination of his employment hereunder, a lump sum payment equal to one times the Executive's annual Base Salary, (4) accelerate the vesting of all AmeriPath Stock Options which have been granted to the Executive since the Change in ControlControl but are unvested, subject to Section 19(dso that the unvested shares are one hundred (100) hereofpercent vested as of the Executive's Termination Date, the Company, or any successor thereto, will and (5) pay to the Executive in cash, a lump sum the compensation and benefits provided in the Termination Without Cause Section 6.4. The Company shall have no further liability hereunder (i) any accrued and unpaid salary through other than for reimbursement for reasonable business expenses incurred prior to the date of termination, (ii) any subject, however, to the provisions of Section 5.1, and payment of compensation for accrued and unpaid cash bonus with respect to the fiscal year preceding the termination, (iii) a pro-rata portion of the cash bonus with respect to the fiscal year in which the termination occurs, (iv) an amount equal to three (3) times Executive’s “compensation” (as defined belowunused vacation days); and (v) any reimbursable expenses under Section 5(a) hereof that have not been reimbursed as of the date of termination. The Executive shall also continue to participate in all benefit plans made generally available by the Company to its executives for the remaining portion of the Employment Period (as if such termination had not occurred). Subject to Section 19(d) hereof, the payments under clauses (i), (ii), (iii) and (v) hereof shall be paid within ten (10) days after such termination. In addition, all unvested securities of the Company issued to the Executive under the Company’s 2005 Equity Incentive Plan or any similar plan shall become fully vested as of the date of such termination. Subject to Section 19(d) hereof, any amounts under clause (iv) will be paid, and the certificates, if any, for the vested securities will be delivered, as soon as reasonably possible, but in no event later than 30 days after such termination.

Change in Control of the Company. (a) If a Change in Control of the Company occurs prior to the end of the Employment Period and (a) Executive’s employment is terminated by the Company for reasons other than death, Disability or Cause, or (b) the Executive terminates employment with the Company for Good Reason, or (c) the Company or its successor determines not to renew this Agreement pursuant to Section 1 hereof and Executive’s employment with the Company is terminated as a result of such non-renewal, in each case within 18 months after such Change in Control, then, subject to Section 19(d) hereof, the Company, or any successor thereto, will pay to the Executive in cash, (i) any accrued and unpaid salary through the date of termination, (ii) the Unpaid Prior Year’s Bonus Amount, (iii) in lieu of any accrued and unpaid cash bonus payment with respect to the fiscal year preceding the termination, (iii) a pro-rata portion of the cash bonus with respect to the fiscal year in which the termination occurs, the Current Year’s Bonus Amount, (iv) an amount equal to three (3) times Executive’s “compensation” (as defined below); and (v) any reimbursable expenses under Section 5(a) hereof that have not been reimbursed as of the date of termination. The Executive shall also continue to participate in all benefit plans made generally available by the Company to its executives for For the remaining portion of the Employment Period Period, the Executive shall receive a single cash payment equal to the product of the monthly premium payable by the Company for health, life and long-term disability benefits (as if such for the month preceding the termination had not occurred)of employment) multiplied by the number of months remaining in the Employment Period. Such single cash payment shall be subject to all applicable income tax withholding. The Executive shall also receive a single cash payment equal to the product of the Executive’s monthly automobile allowance times the number of months remaining in the Employment Period, less all applicable income tax withholding. Subject to Section 19(d) hereof, the payments under clauses (i), (ii), (iii) and (v) hereof and the two preceding sentences shall be paid within ten (10) days after of such termination. In addition, all unvested securities of the Company issued to the Executive under the Company’s 2005 Equity Incentive Plan or any similar plan shall become fully vested as of the date of such termination. Subject to Section 19(d) hereof, any amounts under clause (iv) will be paid, and the certificates, if any, for the vested securities will be delivered, as soon as reasonably possible, but in no event later than 30 days after such termination.

Change in Control of the Company. (a) If In the event that: (i) a Change in Control (as defined in paragraph (b) of this Section 5.6) of the Company occurs shall occur during the Term of Employment, and (ii) prior to one (1) year after the end date of the Change in Control (A) the Term of Employment Period and (a) Executive’s employment is terminated by the Company without Cause under Section 5.2 above or due to Executive’s Disability under Section 5.3 above; (B) Executive terminates the Term of Employment for reasons other than death, Disability or Cause, Good Reason under Section 5.5(c) above; (C) Executive’s employment terminates due to Executive’s death under Section 5.4 above; or (bD) the Executive terminates Company elects not to extend Executive’s employment under this Agreement following the end of the Term and, as a result, Executive’s employment with the Company for Good Reason, in each case within 18 months after such Change in Controlterminates, subject to the terms and conditions of Section 19(d) hereof5.11 below, the Company, or any successor thereto, will pay to the Executive in cash, Company shall (i) pay to Executive any Accrued Obligations, (ii) continue to pay Executive’s Base Salary for the period equal to the remainder of the Term, if any, plus one year thereafter (the “Continuation Period”), (iii) continue to provide Executive with the benefits he/she was receiving under Section 4.2 hereof (collectively, the “Benefits” and, each, a “Benefit”) through the end of the Continuation Period in the manner and at such times as the Benefits otherwise would have been payable or provided to Executive and (iv) within thirty days of Executive’s termination, pay Executive for any unused vacation days accumulated as of the date of termination (such payments and Benefits provided by clauses (ii) through (iv), the “Severance Benefits”). For purposes of continuation of Benefits provided by clause (iii) of the preceding sentence, if a Benefit may be continued only by Executive electing continuation thereof under COBRA (including for purposes of this Section any analogous state law), then to receive the benefits of this Section 5.2 with respect to such Benefit, Executive must elect continuation of such Benefit under COBRA. If Executive makes such election, the Company will pay or reimburse Executive for the portion of the COBRA premium that is equal to the insurance premium the Company would pay if Executive was then an active employee of the Company. In the event that the Company is unable to provide Executive with any Benefit required hereunder by reason of the termination of Executive’s employment pursuant to this Section (which shall include any Benefit that may be continued under COBRA for the time period after COBRA coverage would expire), then the Company shall make a cash payment, within thirty days of Executive’s termination, equal to the cost to the Company of such Benefit that otherwise would have accrued for Executive’s benefit under the applicable benefit plan, for the period during which such Benefit could not be provided under the plan. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and unpaid salary through conclusive on Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to Executive. Further, if a Change in Control occurs during the Term of Employment, then Executive’s Equity Awards, if any, shall immediately vest notwithstanding any other provisions of such Equity Award Agreements to the contrary. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, (ii) any accrued and unpaid cash bonus with respect subject, however, to the fiscal year preceding the termination, (iii) a pro-rata portion provisions of the cash bonus with respect to the fiscal year in which the termination occurs, (iv) an amount equal to three (3) times Executive’s “compensation” (as defined belowSection 4.1); and (v) any reimbursable expenses under Section 5(a) hereof that have not been reimbursed as of the date of termination. The Executive shall also continue to participate in all benefit plans made generally available by the Company to its executives for the remaining portion of the Employment Period (as if such termination had not occurred). Subject to Section 19(d) hereof, the payments under clauses (i), (ii), (iii) and (v) hereof shall be paid within ten (10) days after such termination. In addition, all unvested securities of the Company issued to the Executive under the Company’s 2005 Equity Incentive Plan or any similar plan shall become fully vested as of the date of such termination. Subject to Section 19(d) hereof, any amounts under clause (iv) will be paid, and the certificates, if any, for the vested securities will be delivered, as soon as reasonably possible, but in no event later than 30 days after such termination.

Change in Control of the Company. (a) If In the event that (i) a Change in Control (as defined in paragraph (b) of this Section 5.6) of the Company occurs shall occur during the Term of Employment, and (ii) prior to the end later of the Expiration Date or one (1) year after the date of the Change in Control, either (x) the Term of Employment Period and (a) Executive’s employment is terminated by the Company for reasons other than death, Disability or without Cause, pursuant to Section 5.2 hereof or (by) the Executive terminates employment with the Company Term of Employment for Good Reason, in each case within 18 months after such Change in Control, subject to Section 19(dthe Company shall (1) hereof, the Company, or any successor thereto, will pay to the Executive in cashany unpaid Base Salary through the effective date of termination, (i2) pay to the Executive as a single lump sum payment, within thirty (30) days of the termination of his employment hereunder, the sum of (x) an amount equal to the Executive’s Base Salary for the remainder of the Initial Term, or the Renewal Term if such termination occurs during a Renewal Term, but in no event less than one (1) year of Base Salary, plus (y) any accrued unused vacation pay and unpaid salary through the value of me annual fringe benefits (based upon their cost to the Company) required to be provided to the Executive under Sections 4.2 and 4.4 hereof, for the year immediately preceding the year in which his employment terminates, plus (z) the value of the portion of his benefits under any savings, pension or profit sharing plans that are forfeited under those plans by reason of the termination of his employment hereunder. Further, if a Change in Control occurs during the Term of Employment, then the Executive’s Equity Awards, if any, shall immediately vest notwithstanding any other provisions of such Equity Award Agreements to the contrary. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, (ii) any accrued and unpaid cash bonus with respect subject, however, to the fiscal year preceding the termination, (iii) a pro-rata portion provisions of the cash bonus with respect to the fiscal year in which the termination occurs, (iv) an amount equal to three (3) times Executive’s “compensation” (as defined belowSection 4.1); and (v) any reimbursable expenses under Section 5(a) hereof that have not been reimbursed as of the date of termination. The Executive shall also continue to participate in all benefit plans made generally available by the Company to its executives for the remaining portion of the Employment Period (as if such termination had not occurred). Subject to Section 19(d) hereof, the payments under clauses (i), (ii), (iii) and (v) hereof shall be paid within ten (10) days after such termination. In addition, all unvested securities of the Company issued to the Executive under the Company’s 2005 Equity Incentive Plan or any similar plan shall become fully vested as of the date of such termination. Subject to Section 19(d) hereof, any amounts under clause (iv) will be paid, and the certificates, if any, for the vested securities will be delivered, as soon as reasonably possible, but in no event later than 30 days after such termination.

Change in Control of the Company. (a) If If, at anytime during the Term hereof, a Change change in Control control of the Company occurs prior (as defined in Subsection (b) below) occurs, then within sixty (60) days after receipt of written notice of such change in control of the Company, the Executive may, by written notice to the end Company (or its successor), terminate this Agreement. In the event of said termination, (i) the Executive shall receive a lump sum payment equal to 2.99 times his then current Base Salary, payable within thirty (30) days after termination of this Agreement, (ii) the Company (or its successor) shall maintain, at its expense, the health plan coverage of the Employment Period Executive for a period of twelve (12) months after such termination, subject to termination of such health plan benefits upon the Executive becoming covered by a comparable plan offered by a subsequent employer and also subject to any changes in such plan as applicable to other executive officers and (aiii) Executive’s employment is terminated by all outstanding unvested stock options granted to the Executive under a plan of the Company for reasons other than deaththe purchase of shares of its Common Stock shall automatically vest and become exercisable subject to their respective terms; provided, Disability however, -------- ------- if the amount to be paid or Cause, or (b) distributed to the Executive terminates employment pursuant to this Section 6.06 (taken together with any amounts otherwise to be paid or distributed to the Company for Good Reason, in each case within 18 months after such Change in Control, subject to Section 19(d) hereof, Executive by the Company) (such amounts collectively the "Section 6.06 Payment") would result in the application of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor or similar provision thereto, will pay to the Executive in cash, (i) any accrued and unpaid salary through the date of termination, (ii) any accrued and unpaid cash bonus with respect to the fiscal year preceding the termination, (iii) a pro-rata portion of the cash bonus with respect to the fiscal year in which the termination occurs, (iv) an amount equal to three (3) times Executive’s “compensation” (as defined below); and (v) any reimbursable expenses under Section 5(a) hereof that have 6.06 Payment shall not been reimbursed as of the date of termination. The Executive shall also continue to participate in all benefit plans made generally available by the Company to its executives for the remaining portion of the Employment Period (as if such termination had not occurred). Subject to Section 19(d) hereof, the payments under clauses (i), (ii), (iii) and (v) hereof shall be paid or distributed in the amounts or at the times otherwise required by this Agreement, but shall instead be paid or distributed annually, beginning within ten thirty (1030) days after such termination. In additionthe termination date and thereafter on each anniversary thereof, all unvested securities in the maximum substantially equal amounts and over the minimum number of years that are determined to be required to reduce the aggregate present value of Section 6.06 Payment to an amount that will not cause any Section 6.06 Payment to be nondeductible under Section 28OG of the Company issued to the Executive under the Company’s 2005 Equity Incentive Plan or any similar plan Code. For purposes of this Section 6.06, present value shall become fully vested as be determined in accordance with Section 28OG(d)(4) of the date of such termination. Subject to Section 19(d) hereof, any amounts under clause (iv) will be paid, and the certificates, if any, for the vested securities will be delivered, as soon as reasonably possible, but in no event later than 30 days after such terminationCode.

Change in Control of the Company. (a) If In the event that (i) a Change in Control (as defined in paragraph (b) of this Section 5.6) in the Company occurs shall occur during the Term of Employment, and (ii) prior to the end later of the Expiration Date or one year after the date of the Change in Control, either (x) the Term of Employment Period and (a) Executive’s employment is terminated by the Company for reasons other than death, Disability or without Cause, pursuant to Section 5.4 hereof or (by) the Executive terminates employment with the Term of Employment for Good Reason the Company shall (1) pay to the Executive any unpaid Base Salary through the effective date of termination, (2) pay to the Executive as a single lump sum payment, within 30 days of the termination of his employment hereunder, a lump sum payment equal to the sum of (x) two times the sum of Executive's annual Base Salary, Incentive Compensation, and the value of the annual fringe benefits (based upon their cost to the Company) required to be provided to the Executive under Sections 4.2 and 4.4 hereof, for Good Reasonthe year immediately preceding the year in which his employment terminates, in each case within 18 months after such plus (y) the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under those plans by reason of the termination of his employment hereunder. Further, upon the Change in Control, subject to Section 19(d) hereof, the Company, or any successor thereto, will pay Executive's Stock Options shall immediately vest. The Company shall have no further liability hereunder to the Executive in cash, other than for (i) any accrued and unpaid salary through reimbursement for reasonable business expenses incurred prior to the date of termination, subject however, to the provisions of Section 4.1, (ii) any accrued payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs, and unpaid cash bonus with respect to the fiscal year preceding the termination, (iii) a pro-rata portion of the cash bonus with respect to the fiscal year in which the termination occurs, (iv) an amount equal to three (3) times Executive’s “compensation” (as defined below); and (v) any reimbursable expenses under Section 5(a) hereof that have not been reimbursed as of the date of termination. The Executive shall also continue to participate in all benefit plans made generally available by the Company to its executives for the remaining portion of the Employment Period (as if such termination had not occurred). Subject to Section 19(d) hereof, the payments under clauses (i), (ii), (iii) and (v) hereof shall be paid within ten (10) days after such termination. In addition, all unvested securities those continuing obligations of the Company issued to the Executive under the Company’s 2005 Equity Incentive Plan or any similar plan shall become fully vested as of the date of such termination. Subject to Section 19(d) hereof, any amounts under clause (iv) will be paid, set forth in Article 19 and the certificates, if any, for the vested securities will be delivered, as soon as reasonably possible, but in no event later than 30 days after such terminationArticle 20.

Change in Control of the Company. (a) If a)If a Change in Control of the Company occurs prior to the end of the Employment Period and (a) Executive’s employment is terminated within twelve (12) months following a change of control by the Company for reasons other than death, Disability or Cause, Cause or (b) the Executive terminates employment with the Company within 12 months following a change of control for Good Reason, in each case within 18 months after such Change in Control, subject to Section 19(d) hereofthen, the Company, or any successor thereto, will pay to the Executive in cash, (i) any accrued and but unpaid salary through the date of and accrued but unused vacation due to Executive’s termination, (ii) any accrued and reimbursement of expenses incurred but unpaid cash bonus with respect prior to the fiscal year preceding the Executive’s termination, (iii) a pro-rata portion cash payment equal to 300% of salary, payable in equal installments over a 12 month period in accordance with the Company’s usual and customary payroll practices, (iv) a cash bonus with respect payment equal to 300% of Executive’s Annual Bonus at the fiscal “target” level for the year in which the termination occurs, (iv) an amount equal to three (3) times Executive’s “compensation” (as defined below); employment is terminated payable in equal installments over a 12 month period in accordance with the Company’s usual and customary payroll practices, (v) any reimbursable expenses for a period of one year after termination, such health benefits under Section 5(a) hereof that have not been reimbursed as the Company’s health plans and programs applicable to senior executives of the date Company generally as Executive would have received and at such costs to Executive as would have applied in the absence of such termination. The Executive shall also continue to participate in all benefit plans made generally available by , provided that the Company shall in no event be required to its executives provide any benefits otherwise required herein after such time as Executive becomes entitled to receive benefits from another employer or recipient of Executive’s services and (vi) a prorated Annual Bonus at “target” level for the remaining portion of the Employment Period (as if such termination had not occurred)year in which Executive’s employment is terminated payable in a single lump sum. Subject to Section 19(d) hereof, the payments under clauses (iiii), (ii), (iiiiv) and (vvii) hereof shall be paid within ten (10) days after such termination. In addition, all unvested securities of or commence on the Company issued to the Executive under the Company’s 2005 Equity Incentive Plan or any similar plan shall become fully vested as of 60th day following the date of such termination. Subject termination of employment subject to Section 19(d) hereofthe execution, any amounts under clause (iv) will be paid, delivery and the certificates, if any, for the vested securities will be delivered, as soon as reasonably possible, but in no event later than 30 days after such terminationnonrevocation of a release.

Change in Control of the Company. (a) If In the event that: (i) a Change in Control (as defined in part (b) of this Subsection 7.6) in the Company shall occur during the Term; and (ii) prior to twelve (12) months after the date of the Company occurs prior to the end of the Employment Period and Change in Control, either (ax) Executive’s employment is terminated by the Company for reasons other than deathpursuant to any of Subsections 7.1, Disability 7.2, or Cause7.3, or (by) the Executive terminates his employment with under the Company Agreement for Good Reason, in each case within 18 months after such Change in Control, subject Reason pursuant to Section 19(d) Subsection 7.5 hereof, the Company, or any successor thereto, will Company shall pay to the Executive in cash, (i) any accrued the same amount of monies that would have been payable by the Company to the Executive under Subsection 7.4 of this Agreement if the Executive’s employment had been terminated by the Company without Cause. The Company shall have no further liability under this Agreement other than for the Stock Option Tax Liability Payment and unpaid salary through reimbursement for reasonable business expenses incurred prior to the date of termination, (ii) any accrued and unpaid cash bonus with respect subject, however, to the fiscal year preceding the termination, (iii) a pro-rata portion Company’s policy on reimbursements of the cash bonus with respect business expenses. Notwithstanding anything to the fiscal year in which contrary, if the termination occursamounts payable to Executive hereunder, (iv) an amount equal to three (3) times Executive’s either alone or together with other “compensationparachute payments” (as defined below); and (vin Section 280G(b)(2)(A) any reimbursable expenses under Section 5(a) hereof that have not been reimbursed as of the date Internal Revenue Code of termination. The Executive 1986, as amended (the Code”)) (such amounts collectively are referred to herein as the “Severance Payment”), would constitute an “excess parachute payment” (as defined in Code Section 280G(b)(1)), then the Severance Payment shall also continue be reduced (subject to participate in all benefit plans made generally available by the Company written consent of the Executive), to its executives for the remaining minimum extent necessary so that no portion of the Employment Period Severance Payment will be subject to the excise tax imposed by Code Section 4999 (as the “Reduced Severance Payment”); provided however, that no reduction to the Severance Payment shall occur if the Severance Payment, less any excise tax which would be imposed on such termination had not occurred)payment pursuant to Code Section 4999, would be greater than the Reduced Severance Payment. Subject The determination of any reduction in the Severance Payment pursuant to Section 19(d) hereof, the payments under clauses (i), (ii), (iii) and (v) hereof foregoing provision shall be paid within ten (10) days after such termination. In addition, all unvested securities made by independent counsel to the Company in consultation with the independent certified public accountants and/or auditors of the Company issued to the Executive under the Company’s 2005 Equity Incentive Plan or any similar plan shall become fully vested as of the date of such termination. Subject to Section 19(d) hereof, any amounts under clause (iv) will be paid, and the certificates, if any, for the vested securities will be delivered, as soon as reasonably possible, but in no event later than 30 days after such termination.

Change in Control of the Company. (a) If In the event that (i) a Change in Control (as defined in paragraph (b) of this Section 5.6) of the Company occurs shall occur during the Term of Employment, and (ii) prior to one (1) year after the end date of the Change in Control, either (x) the Term of Employment Period and (a) Executive’s employment is terminated by the Company for reasons other than death, Disability or without Cause, pursuant to Section 5.2 hereof or (by) the Executive terminates employment with the Company Term of Employment for Good Reason, in each case within 18 months after such Change in Control, subject to Section 19(dthe Company shall (1) hereof, the Company, or any successor thereto, will pay to the Executive in cashany unpaid Base Salary through the effective date of termination, (i2) pay to the Executive as a single lump sum payment, within thirty (30) days of the termination of his employment hereunder, the sum of (x) an amount equal to the Executive’s Base Salary for the remainder of the Initial Term, or the Renewal Term if such termination occurs during a Renewal Term, but in no event less than three (3) years of Base Salary, plus (y) any accrued unused vacation pay and unpaid salary through the value of the annual fringe benefits (based upon their cost to the Company) required to be provided to the Executive under Sections 4.2 and 4.4 hereof, for the year immediately preceding the year in which his employment terminates, plus (z) the value of the portion of his benefits under any savings, pension or profit sharing plans that are forfeited under those plans by reason of the termination of his employment hereunder. Further, if a Change in Control occurs during the Term of Employment, then the Executive’s Equity Awards, if any, shall immediately vest notwithstanding any other provisions of such Equity Award Agreements to the contrary. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, (ii) any accrued and unpaid cash bonus with respect subject, however, to the fiscal year preceding the termination, (iii) a pro-rata portion provisions of the cash bonus with respect to the fiscal year in which the termination occurs, (iv) an amount equal to three (3) times Executive’s “compensation” (as defined belowSection 4.1); and (v) any reimbursable expenses under Section 5(a) hereof that have not been reimbursed as of the date of termination. The Executive shall also continue to participate in all benefit plans made generally available by the Company to its executives for the remaining portion of the Employment Period (as if such termination had not occurred). Subject to Section 19(d) hereof, the payments under clauses (i), (ii), (iii) and (v) hereof shall be paid within ten (10) days after such termination. In addition, all unvested securities of the Company issued to the Executive under the Company’s 2005 Equity Incentive Plan or any similar plan shall become fully vested as of the date of such termination. Subject to Section 19(d) hereof, any amounts under clause (iv) will be paid, and the certificates, if any, for the vested securities will be delivered, as soon as reasonably possible, but in no event later than 30 days after such termination.