Voluntary Resignation within One Year of Change of Control Clause Samples

Voluntary Resignation within One Year of Change of Control. In the event of the voluntary resignation of the Executive within one year following a "Change of Control" (as defined below), 50% of the portion of the Warrant and 50% of the ISOs that remain unvested at the effective time and date of such resignation shall become fully vested, and the balance of the unvested portion shall be forfeited; provided, however, that if such voluntary resignation was prompted by the fact that Cause existed for the Corporation's termination of the Executive, then 100% of such unvested portion of the Warrant shall be forfeited. "Change of Control" for purposes of this Section 31 shall be deemed to occur if any person or group (other than those persons who, as of October 10, 1997, were existing stockholders, directly or indirectly, of the Corporation or holders, directly or indirectly, of warrants or options to purchase stock of the Corporation) becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended) of 50% or more of the total voting power of the outstanding equity securities of the Corporation.