Common use of Upon Change of Control Clause in Contracts

Upon Change of Control. Change of Control" shall be deemed to have occurred if at any time or from time to time after the date of this Agreement any of the following events should occur: i) An acquisition by a third party of 25% or more of the Company's stock, that Executive does not approve; ii). A change in the majority of the Board, that Executive does not approve; iii).An approval by the Board or the shareholders of the Company of an agreement for the sale or disposition of all or substantially all of the assets of the Company, that Executive does not approve; iv).An approval by the Board or the shareholders of the Company to liquidate or dissolve the Company, that Executive does not approve; v). An approval by the Board or the shareholders of the Company of a merger or similar combination following which a vote of 40% of the shares entitled to vote prior to the merger does not control the surviving entity; For the purposes of this provision, Executive shall not be deemed to have "approved" any of the foregoing unless such "approval" is in writing, and delivered to the Board of Directors. If, within 24 months following a Change of Control, as herein defined, Executive voluntarily resigns or retires, the resignation or retirement shall be deemed to be a "Change of Control Termination." In the event of a Change of Control Termination:

Upon Change of Control. Change of Control" shall be deemed to have occurred if at any time or from time to time after the date of this Agreement any of the following events should occur: i) An acquisition by a third party of 25% or more of the Company's stock, that Executive does not approve; ii). A change in the majority of the Board, that Executive does not approve; iii).An approval by the Board or the shareholders of the Company of an agreement for the sale or disposition of all or substantially all of the assets of the Company, that Executive does not approve; iv).An approval by the Board or the shareholders of the Company to liquidate or dissolve the Company, that Executive does not approve; v). An v).An approval by the Board or the shareholders of the Company of a merger or similar combination following which a vote of 40% of the shares entitled to vote prior to the merger does not control the surviving entity; For the purposes of this provision, Executive shall not be deemed to have "approved" any of the foregoing unless such "approval" is in writing, and delivered to the Board of Directors. If, within 24 months following a Change of Control, as herein defined, Executive voluntarily resigns or retires, the resignation or retirement shall be deemed to be a "Change of Control Termination." In the event of a Change of Control Termination:

Upon Change of Control. Change of Control" shall be deemed to have occurred if at any time or from time to time after the date of this Agreement any of the following events should occur: i) ). An acquisition by a third party of 25% or more of the Company's stock, that Executive does not approve; ii). A change in the majority of the Board, that Executive does not approve; iii).An approval by the Board or the shareholders of the Company of an agreement for the sale or disposition of all or substantially all of the assets of the Company, that Executive does not approve; iv).An approval by the Board or the shareholders of the Company to liquidate or dissolve the Company, that Executive does not approve; v). An v).An approval by the Board or the shareholders of the Company of a merger or similar combination following which a vote of 40% of the shares entitled to vote prior to the merger does not control the surviving entity; For the purposes of this provision, Executive shall not be deemed to have "approved" any of the foregoing unless such "approval" is in writing, and delivered to the Board of Directors. If, within 24 months following a Change of Control, as herein defined, Executive voluntarily resigns or retires, the resignation or retirement shall be deemed to be a "Change of Control Termination." In the event of a Change of Control Termination: