Common use of Transaction Bonus Clause in Contracts

Transaction Bonus. In addition, in the event of a transaction involving a Change in Control, in a transaction approved by the Company’s Board of Directors, which transaction results in the receipt by the Company’s stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a “Change in Control Transaction”), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to one (1) times 50% of Executive’s Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, and which results in significant additional value for the Company’s stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors (a “Significant Event”). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s stock options received before the date of the transaction shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s stock options received before the effective date of the transaction shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested.

Transaction Bonus. In addition, in the event of a transaction involving a Change in Control, in a transaction approved by the Company’s 's Board of Directors, which transaction results in the receipt by the Company’s 's stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s 's common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a “"Change in Control Transaction”"), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to one (1) times 50% of Executive’s 's Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, and or which results in significant additional value receipt of a premium for the Company’s stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors 's stockholders (a “"Significant Event”"). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s 's stock options received before the date of the transaction granted prior to July 27, 1999 shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) and the 1993 Stock Option/Stock Issuance Plan prior to July 27, 1999 shall become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s 's stock options received before the effective date of the transaction granted prior to July 27, 1999 shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) and the 1993 Stock Option/Stock Issuance Plan prior to July 27, 1999 shall become fully vested.

Transaction Bonus. In addition, in the event of a transaction involving a Change in Control, in a transaction approved by the Company’s Board of Directors, which transaction results in the receipt by the Company’s stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a “Change in Control Transaction”), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to one (1) times 50% of Executive’s Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, and which results in significant additional value for the Company’s stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors (a “Significant Event”). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s stock options received before the date of the transaction shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 1997 Stock Incentive Plan (or any subsequent plan) shall and become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s stock options received before the effective date of the transaction shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested.

Transaction Bonus. In addition, in the event of a transaction involving a Change in Control, in a transaction approved by the Company’s 's Board of Directors, which transaction results in the receipt by the Company’s 's stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s 's common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a “"Change in Control Transaction”"), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to one two (12) times 5060% of Executive’s 's Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, Company and which results in significant additional value for the Company’s 's stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors (a “"Significant Event”"). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s 's stock options received before the effective date of the transaction shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s 's stock options received before the effective date of the transaction shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested.

Transaction Bonus. In addition, in the event of a transaction involving a Change in Control, in a transaction approved by the Company’s 's Board of Directors, which transaction results in the receipt by the Company’s 's stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s 's common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a “"Change in Control Transaction”"), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to one (1) times 50% of Executive’s 's Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, and or which results in significant additional value receipt of a premium for the Company’s stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors 's stockholders (a “"Significant Event”"). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s 's stock options received before the date of the transaction after April 26, 2001 shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) shall and become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s 's stock options received before the effective date of the transaction after April 26, 2001 shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested.

Transaction Bonus. In addition, in the event of a transaction involving a Change in Control, in a transaction approved by the Company’s 's Board of Directors, which transaction results in the receipt by the Company’s 's stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the -2 closing prices per share of the Company’s 's common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a “"Change in Control Transaction”"), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to one (1) times 50% of Executive’s 's Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, and or which results in significant additional value receipt of a premium for the Company’s stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors 's stockholders (a “"Significant Event”"). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s 's stock options received before the date granted effective as of the transaction or prior to November 1, 2000 shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s 's stock options received before the granted effective date of the transaction on or prior to November 1, 2000 shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested.

Transaction Bonus. In addition, in the event of a transaction involving a Change in Control, in a transaction approved by the Company’s 's Board of Directors, which transaction results in the receipt by the Company’s 's stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s 's common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a “"Change in Control Transaction”"), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to one (1) times 50% of Executive’s 's Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, and which results in significant additional value for the Company’s 's stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors (a “"Significant Event”"). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s 's stock options received before the date of the transaction shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) shall and become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s 's stock options received before the effective date of the transaction shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested.

Transaction Bonus. In addition, in the event of a transaction involving a Change in Control, in a transaction approved by the Company’s Board of Directors, which transaction results in the receipt by the Company’s stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a “Change in Control Transaction”), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to one (1) times 50% of Executive’s Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, and which results in significant additional value for the Company’s stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors (a “Significant Event”). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s stock options received before the date of the transaction shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s stock options received before the effective date of the transaction shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 1997 Stock Incentive Plan (( or any subsequent plan) shall become fully vested.

Transaction Bonus. In addition3.1 Effective as of the Amendment Date, in during the event term of a transaction involving Executive’s employment, and provided Executive is still employed by the Company and has not given notice of his intent to terminate his employment, upon consummation of a Change in ControlControl (as defined herein) or sale of an Operating Subsidiary, in a transaction approved by the Company’s Board of Directors, which transaction results in the receipt by the Company’s stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior addition to the public announcement of such transaction (a “Change in Control Transaction”)any other payments or benefits applicable thereto under this Agreement, Executive shall be paid eligible to receive a Transaction Bonus at the closing of such a transaction in the amount equal to one and seven-tenths percent (11.7%) times of the “Transaction Value”, which means the total amount of Sale Proceeds paid in respect of the transaction that resulted in the Change in Control or sale of an Operating Subsidiary. Said Transaction Bonus shall be paid 50% of Executive’s Base Salary in effect immediately preceding as soon as practicable following the closing date of the Change in Control or sale of an Operating Subsidiary and 50% on the first anniversary thereof and shall be paid in the same form of consideration (e.g. cash, stock in the acquiring company, promissory note or a combination thereof) as is the consideration received by the holders of the majority of the outstanding voting securities of the Company who participate in the Transaction; provided, however, the Company reserves the right to pay the Transaction Bonus in such a transactionother form as it determines in its sole discretion. For the sake of clarity, the computation of the Transaction Bonus and whether Executive is eligible to receive same shall be determined in the Company’s sole discretion. Executive shall also must be paid said employed on the payment date of either portion of the Transaction Bonus if in order to be eligible for same provided, however, that such requirement shall not apply in the Company enters into a transaction approved by the Board of Directors which is not event that, after a Change in Control Transactionor sale of an Operating Subsidiary but before payment of the remaining 50% of the Transaction Bonus is paid, but whichthe Company terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason, nonethelessin either case Executive shall receive the Transaction Bonus on the anniversary of the Change in Control or sale of an Operating Subsidiary as if Executive were still employed, involves a significant change in subject to the ownership terms of Section 6. For the sake of clarity, “Sale Proceeds” shall mean the fair market value of the gross consideration received by the Company or its stockholders in the composition Change in Control of the Board of Directors of the Company, and which results in significant additional value for the Company’s stockholderssale or an Operating Subsidiary transaction, as determined by the Board of Directors Company in its sole discretion and as specifically designated a significant event by immediately prior to the Board consummation of Directors (a “Significant Event”). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transactionof sale or an Operating Subsidiary, then all taking into account such factors as the Committee deems appropriate, and less, in case of the Executive’s stock options received before initial transaction, (a) cash or cash equivalents held by the Company as of the date of the transaction shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Eventof sale or an Operating Subsidiary, then and (b) any expenses attributable to the Board Change in Control or sale of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s stock options received before the effective date of the transaction shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vestedan Operating Subsidiary.

Transaction Bonus. In addition, in the event of a transaction involving a Change in Control, in a transaction approved by the Company’s 's Board of Directors, which transaction results in the receipt by the Company’s 's stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s 's common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a “"Change in Control Transaction”"), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to one (1) times 50% of Executive’s 's Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, and or which results in significant additional value receipt of a premium for the Company’s stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors 's stockholders (a “"Significant Event”"). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s 's stock options received before the date of the transaction shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) shall and become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s 's stock options received before the effective date of the transaction shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested.

Transaction Bonus. In addition, in the event of a transaction involving a Change in Control, in a transaction approved by the Company’s 's Board of Directors, which transaction results in the receipt by the Company’s 's stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s 's common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a “"Change in Control Transaction”"), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to one (1) times 50% of Executive’s 's Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, and which results in significant additional value for the Company’s 's stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors (a “"Significant Event”"). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s 's stock options received before the effective date of the transaction shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s 's stock options received before the effective date of the transaction shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested.

Transaction Bonus. In addition, in the event of a transaction involving a Change in Control, in a transaction Control approved by the Company’s 's Board of Directors, which transaction results in the receipt by the Company’s 's stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s 's common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a “"Change in Control Transaction”"), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to one three (13) times 5055% of Executive’s 's Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, and or which results in significant additional value receipt of a premium for the Company’s stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors 's stockholders (a “"Significant Event”"). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s 's stock options received before the date of the transaction prior to or on January 26, 2001 shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (and the 1993 Stock Option/Stock Issuance Plan prior to or any subsequent plan) shall on January 26, 2001 become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s 's stock options received before the effective date of the transaction prior to or on January 26, 2001 shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (and the 1993 Stock Option/Stock Issuance Plan prior to or any subsequent plan) on January 26, 2001 shall become fully vested.

Transaction Bonus. In addition, in the event of a transaction involving a Change in Control, in a transaction approved by the Company’s 's Board of Directors, which transaction results in the receipt by the Company’s 's stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s 's common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a “"Change in Control Transaction”"), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to one three (13) times 5060% of Executive’s 's Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, and or which results in significant additional value receipt of a premium for the Company’s stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors 's stockholders (a “"Significant Event”"). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s 's stock options received before the date of the transaction granted prior to July 27, 1999 shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) and the 1993 Stock Option/Stock Issuance Plan prior to July 27, 1999 shall become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s 's stock options received before the effective date of the transaction granted prior to July 27, 1999 shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) and the 1993 Stock Option/Stock Issuance Plan prior to July 27, 1999 shall become fully vested.

Transaction Bonus. In additionDuring the Contract Term, in and provided Executive is still employed by the event Company and has not given notice of a transaction involving her intent to terminate her employment, upon consummation of a Change in ControlControl (as defined herein), in a transaction approved by the Company’s Board of Directors, which transaction results in the receipt by the Company’s stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior addition to the public announcement of such transaction (a “Change in Control Transaction”)any other payments or benefits applicable thereto under this Agreement, Executive shall be paid eligible to receive a Transaction Bonus at equal to three quarters of one percent (0.75%) of the “Transaction Value”, which means the total amount of Sale Proceeds paid in respect of the transaction that resulted in the Change in Control. Said Transaction Bonus shall be paid 50% as soon as practicable following the closing date of such a transaction the Change in Control and 50% on the first anniversary thereof and shall be paid in the amount equal same form of consideration (e.g. cash, stock in the acquiring company, promissory note or a combination thereof) as is the consideration received by the holders of the majority of the outstanding voting securities of the Company who participate in the Transaction; provided, however, the Company reserves the right to one (1) times 50% pay the Transaction Bonus in such other form as it determines in its sole discretion. For the sake of Executiveclarity, the computation of the Transaction Bonus and whether Executive is eligible to receive same shall be determined in the Company’s Base Salary in effect immediately preceding the closing of such a transactionsole discretion. Executive shall also must be paid said employed on the payment date of either portion of the Transaction Bonus if in order to be eligible for same, provided, however, that such requirement shall not apply in the Company enters into a transaction approved by the Board of Directors which is not event that, after a Change in Control Transactionbut before payment of the remaining 50% of the Transaction Bonus is paid, but whichthe Company terminates Executive’s employment without Cause or Executive terminates her employment for Good Reason, nonethelessin either case Executive shall receive the Transaction Bonus on the anniversary of the Change in Control as if Executive were still employed, involves a significant change in subject to the ownership terms of Section 6. For the sake of clarity, “Sale Proceeds” shall mean the fair market value of the gross consideration received by the Company or its stockholders in the composition of the Board of Directors of the Company, and which results Change in significant additional value for the Company’s stockholdersControl transaction, as determined by the Board of Directors Company in its sole discretion immediately prior to the consummation of the Change in Control, taking into account such factors as the Committee deems appropriate, and as specifically designated a significant event less, in all cases, (a) cash or cash equivalents held by the Board Company as of Directors (a “Significant Event”). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s stock options received before the date of the transaction shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant EventControl, then and (b) any expenses attributable to the Board of Directors may, Change in its sole discretion, determine that all, or a portion, of the Executive’s stock options received before the effective date of the transaction shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vestedControl.

Transaction Bonus. In addition, in the event of a transaction involving a Change in Control, in a transaction approved by the Company’s 's Board of Directors, which transaction results in the receipt by the Company’s 's stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s 's common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a “"Change in Control Transaction”"), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to one three (13) times 5055% of Executive’s 's Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, and or which results in significant additional value receipt of a premium for the Company’s stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors 's stockholders (a “"Significant Event”"). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s 's stock options received before the date of the transaction granted prior to July 27, 1999 shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) and the 1993 Stock Option/Stock Issuance Plan prior to July 27, 1999 shall become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s 's stock options received before the effective date of the transaction granted prior to July 27, 1999 shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) and the 1993 Stock Option/Stock Issuance Plan prior to July 27, 1999 shall become fully vested.

Transaction Bonus. In addition, in the event of a transaction involving a Change in Control, in a transaction Control approved by the Company’s 's Board of Directors, which transaction results in the receipt by the Company’s 's stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s 's common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a “"Change in Control Transaction”"), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to one three (13) times 5055% of Executive’s 's Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, and which results in significant additional value for the Company’s 's stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors (a “"Significant Event”"). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s 's stock options received before the effective date of the transaction shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) and the 1993 Stock Option/Stock Issuance Plan received before the effective date of the transaction shall become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s 's stock options received before the effective date of the transaction shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) and the 1993 Stock Option/Stock Issuance Plan received before the effective date of the transaction shall become fully vested.

Transaction Bonus. In additionDuring the term of Executive’s employment, in and provided Executive is still employed by the event Company and has not given notice of a transaction involving his intent to terminate his employment, upon consummation of a Change in ControlControl (as defined herein), in a transaction approved by the Company’s Board of Directors, which transaction results in the receipt by the Company’s stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior addition to the public announcement of such transaction (a “Change in Control Transaction”)any other payments or benefits applicable thereto under this Agreement, Executive shall be paid eligible to receive a Transaction Bonus at the closing of such a transaction in the amount equal to one and seven-tenths percent (11.7%) times of the “Transaction Value”, which means the total amount of Sale Proceeds paid in respect of the transaction that resulted in the Change in Control. Said Transaction Bonus shall be paid 50% of Executive’s Base Salary in effect immediately preceding as soon as practicable following the closing date of the Change in Control and 50% on the first anniversary thereof and shall be paid in the same form of consideration (e.g. cash, stock in the acquiring company, promissory note or a combination thereof) as is the consideration received by the holders of the majority of the outstanding voting securities of the Company who participate in the Transaction; provided, however, the Company reserves the right to pay the Transaction Bonus in such a transactionother form as it determines in its sole discretion. For the sake of clarity, the computation of the Transaction Bonus and whether Executive is eligible to receive same shall be determined in the Company’s sole discretion. Executive shall also must be paid said employed on the payment date of either portion of the Transaction Bonus if in order to be eligible for same provided, however, that such requirement shall not apply in the Company enters into a transaction approved by the Board of Directors which is not event that, after a Change in Control Transactionbut before payment of the remaining 50% of the Transaction Bonus is paid, but whichthe Company terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason, nonethelessin either case Executive shall receive the Transaction Bonus on the anniversary of the Change in Control as if Executive were still employed, involves a significant change in subject to the ownership terms of Section 6. For the sake of clarity, “Sale Proceeds” shall mean the fair market value of the gross consideration received by the Company or its stockholders in the composition of the Board of Directors of the Company, and which results Change in significant additional value for the Company’s stockholdersControl transaction, as determined by the Board of Directors Company in its sole discretion immediately prior to the consummation of the Change in Control, taking into account such factors as the Committee deems appropriate, and as specifically designated a significant event less, in all cases, (a) cash or cash equivalents held by the Board Company as of Directors (a “Significant Event”). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s stock options received before the date of the transaction shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant EventControl, then and (b) any expenses attributable to the Board of Directors may, Change in its sole discretion, determine that all, or a portion, of the Executive’s stock options received before the effective date of the transaction shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vestedControl.

Transaction Bonus. In addition, in the event of a transaction involving a Change in Control, in a transaction Control approved by the Company’s 's Board of Directors, which transaction results in the receipt by the Company’s 's stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s 's common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a “"Change in Control Transaction”"), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to one three (13) times 5060% of Executive’s 's Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, and which results in significant additional value for the Company’s 's stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors (a “"Significant Event”"). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s 's stock options received before the effective date of the transaction shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) and the 1993 Stock Option/Stock Issuance Plan received before the effective date of the transaction shall become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s 's stock options received before the effective date of the transaction shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 's 1997 Stock Incentive Plan (or any subsequent plan) and the 1993 Stock Option/Stock Issuance Plan received before the effective date of the transaction shall become fully vested.

Transaction Bonus. In addition, in the event of a transaction involving a Change in Control, in a transaction approved by the Company’s Board of Directors, which transaction results in the receipt by the Company’s stockholders of consideration with a value representing, in the sole judgment of the Board of Directors, a significant premium over the average of the closing prices per share of the Company’s common stock as quoted on the Nasdaq National Market for 20 trading days ending one day prior to the public announcement of such transaction (a “Change in Control Transaction”), Executive shall be paid a Transaction Bonus at the closing of such a transaction in the amount equal to one two (12) times 50% of Executive’s Base Salary in effect immediately preceding the closing of such a transaction. Executive shall also be paid said Transaction Bonus if the Company enters into a transaction approved by the Board of Directors which is not a Change in Control Transaction, but which, nonetheless, involves a significant change in the ownership of the Company or the composition of the Board of Directors of the Company, and which results in significant additional value for the Company’s stockholders, as determined by the Board of Directors in its sole discretion and as specifically designated a significant event by the Board of Directors (a “Significant Event”). In the event Executive receives a Transaction Bonus, no Achievement Bonus will be paid to Executive in the year in which such Transaction Bonus is paid. If the Company enters into a transaction which is a Change in Control Transaction, then all of the Executive’s stock options received before the date of the transaction shall become exercisable in full and all of the shares of the common stock of the Company awarded to Executive under the Company’s 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested. If the Company enters into a transaction which is not a Change in Control Transaction but which is a Significant Event, then the Board of Directors may, in its sole discretion, determine that all, or a portion, of the Executive’s stock options received before the effective date of the transaction shall become exercisable in full and all, or a portion, of the shares of the common stock of the Company awarded to Executive under the Company’s 1997 Stock Incentive Plan (or any subsequent plan) shall become fully vested.