Common use of Termination Upon a Change of Control Clause in Contracts

Termination Upon a Change of Control. Within sixty (60) days prior to or ninety (90) days after the effective date of a Change of Control (as defined below), either XXX or Employee may, upon thirty (30) days' prior written notice to the other, terminate Employee's employment. In the event of any such termination of Employee's employment (and regardless of whether such termination occurs with or without such thirty (30) day notice), XXX shall pay to Employee (a) the severance and other benefits set forth in Section 3.2.1 and Section 3.2.2, as applicable, and (b) an additional severance payment of an amount equal to the Base Salary that Employee would have been paid had he remained employed with XXX for the one hundred and eighty (180) day period beginning immediately after such termination, but Employee shall be entitled to such additional severance payment under this part (b) only if Employee executes a general release in a reasonable form prepared by XXX. Such payment shall be payable in accordance with applicable law, but in no event later than thirty (30) days following the date of termination (and Employee’s execution and delivery of a general release, in the case of payments to be made under Section 3.2.2(a)(2), if applicable, or part (b) of this Section 3.2.4). For the purposes of this Agreement, the term “Change of Control” shall mean any of the following events: (x) the consummation of a merger or consolidation of XXX with any other entity which results in the voting securities of XXX outstanding immediately prior thereto failing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of XXX or such surviving entity outstanding immediately after such merger or consolidation, or (y) the sale or other transfer in one or more transactions not in the ordinary course of RBT's business or personal property assets constituting more than fifty percent (50%) of the personal property assets of XXX and its subsidiaries (taken as a whole) to any such person or group of persons; provided, however, that the sale of the assets or equity interests of Healthy Natural Inc., NUTRA SA, LLC or any of their subsidiaries shall not constitute a Change of Control.

Termination Upon a Change of Control. Within sixty (60) days prior to or ninety (90) days after the effective date of a Change of Control (as defined below), either XXX or Employee may, upon thirty (30) days' prior written notice to the other, terminate Employee's employment. In the event of any such termination of Employee's employment (and regardless of whether such termination occurs with or without such thirty (30) day notice), XXX shall pay to Employee (a) the severance and other benefits set forth in Section 3.2.1 and Section 3.2.2, as applicable, and (b) an additional severance payment of an amount equal to the Base Salary that Employee would have been paid had he remained employed with XXX for the one hundred and eighty (180) 180 day period beginning immediately after such termination, but Employee shall be entitled to such additional severance payment under this part (b) only if Employee executes a general release in a reasonable form prepared by XXX. Such payment shall be payable in accordance with applicable law, but in no event later than thirty (30) days following the date of termination (and Employee’s execution and delivery of a general release, in the case of payments to be made under Section 3.2.2(a)(2), if applicable, or part (b) of this Section 3.2.4)termination. For the purposes of this Agreement, the term “Change of Control” shall mean any of the following events: (x) the consummation of a merger or consolidation of XXX with any other entity which results in the voting securities of XXX outstanding immediately prior thereto failing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of XXX or such surviving entity outstanding immediately after such merger or consolidation, or (y) the sale sale, mortgage, lease or other transfer in one or more transactions not in the ordinary course of RBT's business or personal property of assets constituting more than fifty percent (50%) of the personal property assets of XXX and its subsidiaries (taken as a whole) to any such person or group of persons; provided, however, that the sale of the assets or equity interests of Healthy Natural Inc., NUTRA SA, LLC or any of their its subsidiaries shall not constitute a Change of Control.

Termination Upon a Change of Control. Within sixty (60) days prior to or ninety (90) days after the effective date of a Change of Control (as defined below), either XXX or Employee may, upon thirty (30) days' prior written notice to the other, terminate Employee's employment. In the event of any such termination a "Change of Employee's employment (and regardless of whether such termination occurs with or without such thirty (30) day notice)Control", XXX shall pay to Employee (a) the severance and other benefits set forth in Section 3.2.1 and Section 3.2.2, as applicable, and (b) an additional severance payment of an amount equal to the Base Salary that Employee would have been paid had he remained employed with XXX for the one hundred and eighty (180) day period beginning immediately after such termination, but Employee shall be entitled to such additional severance payment under this part (b) only if Employee executes a general release become immediately and fully vested in a reasonable form prepared all Options held by XXX. Such payment shall be payable in accordance with applicable law, but in no event later than thirty (30) days following the date of termination (and Employee’s execution and delivery of a general release, in the case of payments to be made under Section 3.2.2(a)(2), if applicable, or part (b) of this Section 3.2.4). For the purposes of this Agreement, the term “a "Change of Control” " shall mean that (i) any "person" (as such term is defined within the meaning of Section 13(d)(3) of the following events: Securities Exchange Act of 1934, as amended (xthe "1934 Act")), other than any person who as of the date hereof beneficially owns (as defined in Rule 13d-3 of the 0000 Xxx) directly or indirectly 15% or more of the Company's outstanding Common Stock or as of the date hereof is on, or has designated a member of, the Board, becomes a beneficial owner directly or indirectly of securities of the Company representing in excess of fifty percent (50%) of the Company's then outstanding securities having the right to vote for the election of directors, (ii) the consummation Company shall have consummated the sale of all or substantially all of the assets of the Company, (iii) the stockholders of the Company approve a merger or consolidation of XXX the Company with any other entity corporation (or other entity), other than a merger or consolidation which results would result in the voting securities of XXX the Company outstanding immediately prior thereto failing continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) % of the total voting power represented by of the voting securities of XXX the Company or such surviving entity outstanding immediately after such merger or consolidation, ; (iv) the stockholders of the Company approve a plan of complete liquidation of the Company; or (yv) the sale following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or other transfer in one threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or more transactions not in election by the ordinary course Board or nomination for election by the Company's stockholders was approved or recommended by a vote of RBT's business or personal property assets constituting more than fifty percent at least two-thirds (50%2/3) of the personal property assets of XXX and its subsidiaries (taken as a whole) to any such person directors then still in office who either were directors on the date hereof or group of persons; providedwhose appointment, however, that the sale of the assets election or equity interests of Healthy Natural Inc., NUTRA SA, LLC nomination for election was previously so approved or any of their subsidiaries shall not constitute a Change of Controlrecommended.

Termination Upon a Change of Control. Within sixty (60) days prior to or ninety (90) days after the effective date of a Change of Control (as defined below), either XXX or Employee may, upon thirty (30) days' prior written notice to the other, terminate Employee's employment. In the event of any such termination of Employee's employment (and regardless of whether such termination occurs with or without such thirty (30) day notice), XXX shall pay to Employee (a) the severance and other benefits set forth in Section 3.2.1 and Section 3.2.2, as applicable, and (b) an additional severance payment of an amount equal to the Base Salary that Employee would have been paid had he remained employed with XXX for the one hundred and eighty (180) day period beginning immediately after such termination, but Employee shall be entitled to such additional severance payment under this part (b) only if Employee executes a general release in a reasonable form prepared by XXX. Such payment shall be payable in accordance with applicable law, but in no event later than thirty (30) days following the date of termination (and Employee’s execution and delivery of a general release, in the case of payments to be made under Section 3.2.2(a)(2), if applicable, or part (b) of this Section 3.2.4). For the purposes of this Agreement, the term “Change of Control” shall mean any of the following events: (x) the consummation of a merger or consolidation of XXX with any other entity which results in the voting securities of XXX outstanding immediately prior thereto failing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of XXX or such surviving entity outstanding immediately after such merger or consolidation, or (y) the sale or other transfer in one or more transactions not in the ordinary course of RBT's business or personal property assets constituting more than fifty percent (50%) of the personal property assets of XXX and its subsidiaries (taken as a whole) to any such person or group of persons; provided, however, that the sale of the assets or equity interests of Healthy Natural Inc., NUTRA SA, LLC or any of their subsidiaries shall not constitute a Change of Control.

Termination Upon a Change of Control. Within sixty (60) days prior to or ninety (90) days after the effective date of a Change of Control (as defined below), either XXX NutraCea or Employee may, upon thirty (30) days' prior written notice to the other, terminate Employee's employment. In the event of any such termination of Employee's employment (and regardless of whether such termination occurs with or without such thirty (30) day notice), XXX NutraCea shall pay to Employee (a) the severance and other benefits set forth in Section 3.2.1 and Section 3.2.2, as applicable, 3.2.2 and (b) an additional severance payment of an amount equal to the excess, if any, of (1) two times the sum of Employee's Base Salary that Employee would have been paid had he remained employed with XXX for the one hundred and eighty year in which the termination occurs, over (1802) day period beginning immediately after such termination, but Employee shall be entitled to such additional severance payment under this part (b) only if Employee executes a general release in a reasonable form prepared by XXXthe amount of the Severance Payment. Such payment shall be payable in accordance with applicable law, but in no event later than thirty (30) days following the date of termination (and Employee’s execution and delivery of a general release, in the case of payments to be made under Section 3.2.2(a)(2), if applicable, or part (b) of this Section 3.2.4)termination. For the purposes of this Agreement, the term “Change of Control” shall mean any of the following events: (x) the consummation of a merger or consolidation of XXX NutraCea with any other entity which results in the voting securities of XXX NutraCea outstanding immediately prior thereto failing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of XXX NutraCea or such surviving entity outstanding immediately after such merger or consolidation, or (y) the sale sale, mortgage, lease or other transfer in one or more transactions not in the ordinary course of RBTNutraCea's business of assets or personal property assets earning power constituting more than fifty percent (50%) of the personal property assets or earning power of XXX NutraCea and its subsidiaries (taken as a whole) to any such person or group of persons; provided, however, that the sale of the assets or equity interests of Healthy Natural Inc., NUTRA SA, LLC or any of their subsidiaries shall not constitute a Change of Control.”

Termination Upon a Change of Control. Within sixty (60) days prior to or ninety (90) days after In the effective date event of a Change of Control (as defined below), either XXX Officer shall have the right to request at any time during the 30 day period following the consummation of such Change of Control that the surviving corporation or Employee mayorganization in such Change of Control (the "Surviving Entity") acknowledge and confirm in writing to Officer that the Surviving Entity has assumed all of Employer's rights and obligations in this Agreement in connection with such Change of Control (the "Employment Confirmation"). If the Surviving Entity in a Change of Control shall fail to provide Officer with an Employment Confirmation within 30 days of Officer's written request for same, upon thirty (30) days' prior then Officer shall be entitled to terminate his employment during the period commencing 31 days after Officer's written notice to the other, terminate Employeerequest for an Employment Confirmation and terminating 61 days after Officer's employmentwritten request for an Employment Confirmation. In the event Officer terminates his employment pursuant to the immediately preceding sentence of any such termination of Employee's employment (and regardless of whether such termination occurs with or without such thirty (30) day noticethis Section 9(f), XXX shall pay to Employee (a) the severance and other benefits set forth in Section 3.2.1 and Section 3.2.2, as applicable, and (b) an additional severance payment of an amount equal to the Base Salary that Employee would have been paid had he remained employed with XXX for the one hundred and eighty (180) day period beginning immediately after such termination, but Employee then Officer shall be entitled to such additional severance payment under this part to: (bi) only if Employee executes a general release in a reasonable form prepared by XXX. Such payment shall be payable in accordance with applicable law, but in no event later than thirty (30) days following the date of termination (those payments and Employee’s execution and delivery of a general release, in the case of payments to be made rights provided under Section 3.2.2(a)(29(d) as though the termination has been initiated by Employer without cause pursuant to Section 9(c), if applicable, or part ; and (bii) a Gross-Up Payment to the extent provided by the second paragraph of this Section 3.2.49(f). For the purposes of this Agreement, the term “A Change of Control” Control shall mean be deemed to have taken place upon the occurrence of any of the following events: (xa) the consummation acquisition after the date of a merger or consolidation of XXX with any other entity which results in the voting securities of XXX outstanding immediately prior thereto failing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of XXX or such surviving entity outstanding immediately after such merger or consolidationthis Agreement, or (y) the sale or other transfer in one or more transactions not in transactions, of beneficial ownership (within the ordinary course meaning of RBT's business Rule 13d-3(a)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) by any person or personal property assets constituting more entity (other than fifty percent Officer) or group of persons or entities (50%other than Officer) who constitute a group (within the meaning of Section 13(d)(3) of the personal property assets Exchange Act) of XXX and its subsidiaries (taken any securities of Employer such that as a whole) to any result of such acquisition such person or entity or group beneficially owns (within the meaning of personsRule 13d-3(a)(1) under the Exchange Act) more than 50% of Employer's then outstanding voting securities entitled to vote on a regular basis for a majority of the Board; provided, however, that or (b) the sale of all or substantially all of the assets of Employer (including, without limitation, by way of merger, consolidation, lease or transfer) in a transaction where Employer or the holders of common stock of Employer do not receive (i) voting securities representing a majority of the voting power entitled to vote on a regular basis for the Board of Directors of the acquiring entity or of an affiliate that controls the acquiring entity or (ii) securities representing a majority of the equity interests in the acquiring entity or of Healthy Natural Inc., NUTRA SA, LLC or any an affiliate that controls the acquiring entity. A Gross-Up Payment shall be payable upon termination of their subsidiaries shall not constitute a Change of Control.employment pursuant to this Section 9(f) on and subject to the following terms and conditions:

Termination Upon a Change of Control. Within sixty (60) days prior to or ninety (90) days after the effective date of a Change of Control (as defined below), either XXX or Employee may, upon thirty (30) days' prior written notice to the other, terminate Employee's employment. In the event of any such termination of Employee's employment (and regardless of whether such termination occurs with or without such thirty (30) day notice), XXX shall pay to Employee (a) the severance and other benefits set forth in Section 3.2.1 and Section 3.2.2, as applicable, and (b) an additional severance payment of an amount equal to the Base Salary that Employee would have been paid had he remained employed with XXX for the one hundred and eighty (180) 180 day period beginning immediately after such termination, but Employee shall be entitled to such additional severance payment under this part (b) only if Employee executes a general release in a reasonable form prepared by XXX. Such payment shall be payable in accordance with applicable law, but in no event later than thirty (30) days following the date of termination (and Employee’s execution and delivery of a general release, in the case of payments to be made under Section 3.2.2(a)(2), if applicable, or part (b) of this Section 3.2.4)termination. For the purposes of this Agreement, the term “Change of Control” shall mean any of the following events: (x) the consummation of a merger or consolidation of XXX with any other entity which results in the voting securities of XXX outstanding immediately prior thereto failing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of XXX or such surviving entity outstanding immediately after such merger or consolidation, or (y) the sale sale, mortgage, lease or other transfer in one or more transactions not in the ordinary course of RBT's business or personal property of assets constituting more than fifty percent (50%) of the personal property assets of XXX and its subsidiaries (taken as a whole) to any such person or group of persons; provided, however, that the sale of the assets or equity interests of Healthy Natural Inc., NUTRA SA, LLC or any of their its subsidiaries shall not be used in calculating a Change of Control and shall not constitute a Change of Control.

Termination Upon a Change of Control. Within sixty (60) days prior to or ninety (90) days after the effective date of a Change of Control (as defined below), either XXX or Employee may, upon thirty (30) days' prior written notice to the other, terminate Employee's employment. In the event of any such termination of Employee's employment (and regardless of whether such termination occurs with or without such thirty (30) day notice), XXX shall pay to Employee (a) the severance and other benefits set forth in Section 3.2.1 and Section 3.2.2, as applicable, and (b) an additional severance payment of an amount equal to the Base Salary that Employee would have been paid had he remained employed with XXX for the one hundred and eighty (180) day period beginning immediately after such termination, but Employee shall be entitled to such additional severance payment under this part (b) only if Employee executes and delivers to XXX a general release in a reasonable of form prepared by and content reasonably acceptable to XXX. Such payment shall be payable in accordance with applicable law, but in no event later than thirty (30) days following the date of termination (and Employee’s 's execution and delivery of a general release, in the case of payments to be made under Section 3.2.2(a)(2), if applicable, or part (b) of this Section 3.2.4). For the purposes of this Agreement, the term “"Change of Control” " shall mean any of the following events: (x) the consummation of a merger or consolidation of XXX with any other entity which results in the voting securities of XXX outstanding immediately prior thereto failing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of XXX or such surviving entity outstanding immediately after such merger or consolidation, or (y) the sale or other transfer in one or more transactions not in the ordinary course of RBT's business or personal property assets constituting more than fifty percent (50%) of the personal property assets of XXX and its subsidiaries (taken as a whole) to any such person or group of persons; provided, however, that the sale of the assets or equity interests of Healthy Natural Inc., NUTRA SA, LLC or any of their subsidiaries XXX subsidiary shall not constitute a Change of Control.

Termination Upon a Change of Control. Within sixty (60) days prior to or ninety (90) days after the effective date of a Change of Control (as defined below), either XXX NutraCea or Employee may, upon thirty (30) days' prior written notice to the other, terminate Employee's employment. In the event of any such termination of Employee's employment (and regardless of whether such termination occurs with or without such thirty (30) day notice), XXX NutraCea shall pay to Employee (a) the severance and other benefits set forth in Section 3.2.1 3.2.2 and Section 3.2.2, as applicable, 3.2.3 and (b) an additional severance payment of an amount equal to the excess, if any, of (1) two times the sum of Employee's Base Salary that Employee would have been paid had he remained employed with XXX and Target bonus level for the one hundred and eighty year in which the termination occurs, over (1802) day period beginning immediately after such termination, but Employee shall be entitled to such additional severance payment under this part (b) only if Employee executes a general release in a reasonable form prepared by XXXthe amount of the Severance Payment. Such payment shall be payable in accordance with applicable law, but in no event later than thirty (30) days following the date of termination (and Employee’s execution and delivery of a general release, in the case of payments to be made under Section 3.2.2(a)(2), if applicable, or part (b) of this Section 3.2.4)termination. For the purposes of this Agreement, the term “Change of Control” shall mean any of the following events: (x) the consummation of a merger or consolidation of XXX NutraCea with any other entity which results in the voting securities of XXX NutraCea outstanding immediately prior thereto failing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of XXX NutraCea or such surviving entity outstanding immediately after such merger or consolidation, or (y) the sale sale, mortgage, lease or other transfer in one or more transactions not in the ordinary course of RBTNutraCea's business of assets or personal property assets earning power constituting more than fifty percent (50%) of the personal property assets or earning power of XXX NutraCea and its subsidiaries (taken as a whole) to any such person or group of persons; provided, however, that the sale of the assets or equity interests of Healthy Natural Inc., NUTRA SA, LLC or any of their subsidiaries shall not constitute a Change of Control.