50% Uses in Definition of "Change of Control" Clause

Definition of "Change of Control" from Non Compete Agreement

THIS CHANGE OF CONTROL AND NON-COMPETE AGREEMENT (this "Agreement") is entered into as of the 13 day of September 2001, by and between First Defiance Financial Corp. (the "Company"), an Ohio corporation and thrift holding company, and Dennis E. Rose, Jr., an individual (the "Employee")

Definition of "Change of Control". A "Change of Control" shall mean any one of the following events: (i) the acquisition by any person of ownership or power to vote more than 25% of the voting stock of the Company (ii) the acquisition by any person of the ability to control the election of a majority of the directors of the Company; (iii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof; provided, however, that any individual whose election or nomination for election as a member of the Board of Directors of the Company was approved by a vote of at least two-thirds of the directors then in office shall be considered to have continued to be a member of the Board of Directors of the Company or (iv) the acquisition by any person or entity of "conclusive control" of the Company within the meaning of 12 C.F.R. SS574.4(a), or the acquisition by any person or entity of "rebuttable control" within the meaning of 12 C.F.R. SS574.4(b) that has not been rebutted in accordance with 12 C.F.R. SS574.4(c). For purposes of this paragraph, the term "person" refers to an individual or corporation, partnership, trust, association, or other organization, but does not include the Employee and any person or persons with whom the Employee is "acting in concert" within the meaning of 12 C.F.R. Part 574. Notwithstanding the foregoing, a reorganization or restructuring which results in the Company or any subsidiary of the Company continuing to hold at least 50% of the ownership interests of the Company shall not constitute a Change of Control for purposes of this Agreement.

Definition of Change of Control from Employment Agreement

This Employment Agreement (Agreement) is made effective as of December 1, 2009 (Effective Date), by and between TRIA Beauty, Inc. (Company) and Jon Pearson (Employee).

Definition of Change of Control. Change of Control shall mean the occurrence of any of the following events: (i) a dissolution, liquidation or winding up of the Company; (ii) sale of all or substantially all of the assets of the Company; (iii) the merger or consolidation of the Company by means of any transaction or series of related transactions, provided that the applicable transaction shall not be deemed a Change of Control unless the Companys stockholders constituted immediately prior to such transaction do not hold more than fifty percent (50%) of the voting power of the surviving or acquiring entity immediately following such transaction; or (iv) any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the Companys voting power is transferred; provided that a Change of Control shall not include any transaction or series of related transactions principally for bona fide equity financing purposes in which cash is received by the Company.

Definition of Change of Control from Employment Agreement

This Employment Agreement (Agreement) is made effective as of July 4, 2008 (Effective Date), by and between TRIA Beauty, Inc. (Company) and Toby Island (Employee).

Definition of Change of Control. Change of Control shall mean the occurrence of any of the following events: (i) a dissolution, liquidation or winding up of the Company; (ii) sale of all or substantially all of the assets of the Company; (iii) the merger or consolidation of the Company by means of any transaction or series of related transactions, provided that the applicable transaction shall not be deemed a Change of Control unless the Companys stockholders constituted immediately prior to such transaction do not hold more than fifty percent (50%) of the voting power of the surviving or acquiring entity immediately following such transaction; or (iv) any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the Companys voting power is transferred; provided that a Change of Control shall not include any transaction or series of related transactions principally for bona fide equity financing purposes in which cash is received by the Company.

Definition of Change of Control from Employment Agreement

This Employment Agreement (Agreement) is made effective as of January 21, 2008 (Effective Date), by and between SpectraGenics, Inc. (Company) and Kevin J. Appelbaum (Employee).

Definition of Change of Control. Change of Control shall mean the occurrence of any of the following events: (i) a dissolution, liquidation or winding up of the Company; (ii) sale of all or substantially all of the assets of the Company; (iii) the merger or consolidation of the Company by means of any transaction or series of related transactions, provided that the applicable transaction shall not be deemed a Change of Control unless the Companys stockholders constituted immediately prior to such transaction do not hold more than fifty percent (50%) of the voting power of the surviving or acquiring entity immediately following such transaction; or (iv) any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the Companys voting power is transferred; provided that a Change of Control shall not include any transaction or series of related transactions principally for bona fide equity financing purposes in which cash is received by the Company.

Definition of Change of Control from Employment Agreement

This Employment Agreement (this Agreement) is made effective as of August 10, 2011 (the Effective Date) by and between TRIA Beauty, Inc. (the Company) and John J. Rangel (Employee).

Definition of Change of Control. Change of Control shall mean the occurrence of any of the following events: (i) a dissolution, liquidation or winding up of the Company; (ii) sale of all or substantially all of the assets of the Company; (iii) the merger or consolidation of the Company by means of any transaction or series of related transactions, provided that the applicable transaction shall not be deemed a Change of Control unless the Companys stockholders constituted immediately prior to such transaction do not hold more than fifty percent (50%) of the voting power of the surviving or acquiring entity immediately following such transaction; or (iv) any transaction or series of related transactions to which the Company is a party in which in excess of fifty percent (50%) of the Companys voting power is transferred (provided that a Change of Control shall not include any transaction or series of related transactions principally for bona fide equity financing purposes in which cash is received by the Company); or (v) any transaction or series of related transactions in which in excess of fifty percent (50%) of the Companys outstanding stock existing immediately prior thereto is sold.

Definition of Change of Control from Non Compete Agreement

THIS CHANGE OF CONTROL AND NON-COMPETE AGREEMENT (this Agreement) is entered into as of the 29th day of December, 2008, by and between First Defiance Financial Corp. (the Company), an Ohio corporation and thrift holding company, and Donald P. Hileman, an individual (the Employee)

Definition of Change of Control. . A Change of Control shall mean any one of the following events: (i) the acquisition by any person of ownership or power to vote more than 25% of the voting stock of the Company (ii) the acquisition by any person of the ability to control the election of a majority of the directors of the Company; (iii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof; provided, however, that any individual whose election or nomination for election as a member of the Board of Directors of the Company was approved by a vote of at least two-thirds of the directors then in office shall be considered to have continued to be a member of the Board of Directors of the Company or (iv) the acquisition by any person or entity of conclusive control of the Company within the meaning of 12 C.F.R. SS574.4(a), or the acquisition by any person or entity of rebuttable control within the meaning of 12 C.F.R. SS574.4(b) that has not been rebutted in accordance with 12 C.F.R. SS574.4(c). For purposes of this paragraph, the term person refers to an individual or corporation, partnership, trust, association, or other organization, but does not include the Employee and any person or persons with whom the Employee is acting in concert within the meaning of 12 C.F.R. Part 574. Notwithstanding the foregoing, a reorganization or restructuring which results in the Company or any subsidiary of the Company continuing to hold at least 50% of the ownership interests of the Company shall not constitute a Change of Control for purposes of this Agreement.

Definition of Change of Control from Employment Agreement

This Employment Agreement ("Agreement") is made effective as of August 27 2008 ("Effective Date"), by and between PureDepth Inc. ("Company") and Andy Wood ("Employee").

Definition of Change of Control. "Change of Control" is defined as the occurrence of any of the following events: (a) any "person" (as defined in Section 13(d) and 14(d) of the Securities exchange Act of 1934, as amended (the "Exchange Act")), excluding for this purpose,(i) the Company or any subsidiary of the Company, or (ii) any employee benefit plan of the Company or any subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any plan which acquires beneficial ownership of voting securities of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company's then outstanding securities; provided, however, that no Change of Control will be deemed to have occurred as a result of a change in ownership percentage resulting solely from an acquisition of securities by the Company, the grant or exercise of any stock option, stock award, stock purchase right or similar equity incentive, or the continued beneficial ownership by any party of voting securities of the Company which such party beneficially owned as of the date of this Agreement; or (b) consummation of a reorganization, merger or consolidation or sale or other disposition of at least 80% of the assets (other than cash and cash equivalents) of the Company (a "Business Combination"), in each case, unless, following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of outstanding voting securities of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such Business Combination (including, without limitation, a company which, as a result of such transaction, owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding voting securities of the Company; or (c) approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

Definition of Change of Control from Employment Agreement

THIS EMPLOYMENT AGREEMENT (this " Agreement ") has been executed this 1st day of January, 2008, to be effective as of January 1st, 2008 (the " Commencement Date ") by and between My Screen Mobile Inc., a Delaware corporation (the " Company "), and Gino Porco (" Executive ").

Definition of Change of Control. For purposes of this Agreement, a "Change of Control" shall mean any transaction or event, or series of transactions or events, whether voluntary or involuntary, that results in, or as a consequence of which, any of the following events shall occur: (A) any individual, corporation, partnership, limited liability company, association, joint stock company, governmental authority, business trust or other legal entity (a "Person") shall acquire, directly or indirectly, Beneficial Ownership of more than 50% of the voting stock of My Screen, (B) any sale of all or substantially all of the assets of My Screen, or (C) persons constituting the members of the Board of Directors of My Screen immediately prior to the initiation of a proxy contest ceasing to constitute a majority of the Board of Directors of My Screen upon the conclusion of such proxy contest.

Definition of Change of Control from Employment Agreement

THIS EMPLOYMENT AGREEMENT is made and entered into as of the Execution Date set forth on the signature page hereof, by and between ATS Automation Tooling Systems Inc. (the Company) and the undersigned employee (the Employee).

Definition of Change of Control. A Change of Control shall be deemed to have occurred if (i) any person becomes, together with any other person acting jointly or in concert with the person, the holder or beneficial owner, directly or indirectly, of securities of the Company to which are attached in excess of 50% of the votes attaching to all outstanding voting securities of the Company; (ii) during any eighteen month period after January 1, 2007, individuals who at the beginning of such period constitute the Board, including for this purpose any new director whose election resulted from a vacancy on the Board caused by the death or disability of a director and was approved by a vote of at least two-thirds of the directors then still in office, cease for any reason to constitute a majority thereof; (iii) the Company consummates a merger, amalgamation, plan of arrangement or consolidation of the Company or other similar transaction with or into another corporation (a Reorganization), the result of which is that the shareholders of the Company at the time of the execution of the agreement relating to the Reorganization own less than 50% of the Page 3 EMPLOYMENT AGREEMENT

Definition of CHANGE OF CONTROL from Employment Agreement

THIS EMPLOYMENT AGREEMENT (this AGREEMENT), entered into as of the 2nd day of March, 2006, by and among NB&T Financial Group, Inc., a bank holding company incorporated under the laws of the State of Ohio (HOLDING COMPANY), The National Bank and Trust Company, a national banking association and a wholly-owned subsidiary of HOLDING COMPANY (BANK), and John J. Limbert, an individual (the EMPLOYEE);

Definition of CHANGE OF CONTROL. A CHANGE OF CONTROL shall mean any one of the following events: (i) the acquisition, directly or indirectly, of ownership or power to vote more than 50% of the voting stock of either of the EMPLOYERS; (ii) the merger of either of the EMPLOYERS into, or the consolidation of either of the EMPLOYERS with, another corporation, or the merger of another corporation into either of the EMPLOYERS, on a basis whereby less than fifty percent of the total voting power of the surviving corporation is represented by shares held by former shareholders of HOLDING COMPANY prior to such merger or consolidation; (iii) the acquisition of the ability to control the election of a majority of the directors of either of the EMPLOYERS; (iv) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of HOLDING COMPANY or BANK cease for any reason to constitute at least a majority thereof; provided, however, that any individual whose election or nomination for election as a member of the Board of Directors of HOLDING COMPANY or BANK was approved by a vote of at least two-thirds of the directors then in office shall be considered to have continued to be a member of the Board of Directors of HOLDING COMPANY or BANK; (v) the acquisition by any person or entity of the power to direct either of BANKs management or policies, if the Board of Directors has made a determination that such acquisition constitutes or will constitute an acquisition of control of either of the EMPLOYERS for the purpose of the Bank Holding Company Act or the Change in Bank Control Act and the regulations thereunder; or (vi) BANK shall have sold substantially all of its assets. For purposes of this paragraph, the term person refers to an individual or corporation, partnership, trust, association, joint venture, pool, syndicate or other organization or entity. Notwithstanding the foregoing, in no event shall the ownership of stock of BANK by HOLDING COMPANY or the ownership of stock of HOLDING COMPANY by an employee benefit plan sponsored or maintained by BANK or HOLDING COMPANY constitute a CHANGE OF CONTROL.