Common use of Change in Control of the Company Clause in Contracts

Change in Control of the Company. (a) If at anytime during the Term hereof a change in control of the Company (as defined in Subsection (b) below) occurs, then within sixty (60) days after receipt of written notice of such change in control of the Company, the Executive may, by written notice to the Company (or its successor), terminate this Agreement. In the event of said termination, (i) the Executive shall receive a lump sum payment equal to 2.99 times his average annual Base Salary for (x) the period from commencement of his employment with the Company or (y) the last five (5) years, whichever is shorter, payable within thirty (30) days after termination of this Agreement, (ii) the Company (or its successor) shall maintain, at its expense, the health plan coverage of the Executive for a period of twelve (12) months after such termination, subject to termination of such health plan benefits upon the Executive becoming covered by a comparable plan offered by a subsequent employer and also subject to any changes in such plan as applicable to other executive officers and (iii) all stock options and other equity based awards granted to the Executive by the Company shall become fully vested and exercisable subject to their respective terms; provided, however, if the amount to be paid or distributed to the Executive pursuant to this Section 6.06 (taken together with any amounts otherwise to be paid or distributed to the Executive by the Company) (such amounts collectively the "Section 6.06 Payment") would result in the application of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor or similar provision thereto, the Section 6.06 Payment shall not be paid or distributed in the amounts or at the times otherwise required by this Agreement, but shall instead be paid or distributed annually, beginning within thirty (30) days after the termination date and thereafter on each anniversary thereof, in the maximum substantially equal amounts and over the minimum number of years that are determined to be required to reduce the aggregate present value of Section 6.06 Payment to the maximum amount that will not cause any Section 6.06 Payment to be non-deductible under Section 280G of the Code. For purposes of this Section 6.06, present value shall be determined in accordance with Section 280G(d)(4) of the Code.

Change in Control of the Company. (a) If at anytime during the Term hereof a change in control of the Company (as defined in Subsection (b) below) occurs, then within sixty (60) days after receipt of written notice of such change in control of the Company, the Executive may, by written notice to the Company (or its successor), terminate this Agreement. In the event of said termination, (i) the Executive shall receive a lump sum payment equal to 2.99 times his average annual then current Base Salary for (x) the period from commencement of his employment with the Company or (y) the last five (5) years, whichever is shorterSalary, payable within thirty (30) days after termination of this Agreement, (ii) the Company (or its successor) shall maintain, at its expense, the health plan coverage of the Executive for a period of twelve (12) months after such termination, subject to termination of such health plan benefits upon the Executive becoming covered by a comparable plan offered by a subsequent employer and also subject to any changes in such plan as applicable to other executive officers and (iii) all stock options and other equity based awards granted to the Executive by the Company shall become fully vested and exercisable subject to their respective terms; provided, however, if the amount to be paid or distributed to the Executive pursuant to this Section 6.06 (taken together with any amounts otherwise to be paid or distributed to the Executive by the Company) (such amounts collectively the "Section 6.06 Payment") would result in the application of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor or similar provision thereto, the Section 6.06 Payment shall not be paid or distributed in the amounts or at the times otherwise required by this Agreement, but shall instead be paid or distributed annually, beginning within thirty (30) days after the termination date and thereafter on each anniversary thereof, in the maximum substantially equal amounts and over the minimum number of years that are determined to be required to reduce the aggregate present value of Section 6.06 Payment to the maximum amount that will not cause any Section 6.06 Payment to be non-deductible under Section 280G of the Code. For purposes of this Section 6.06, present value shall be determined in accordance with Section 280G(d)(4) of the Code.

Change in Control of the Company. (a) If at anytime during the Term hereof a change Change in control Control of the Company occurs prior to the end of the Employment Period and (as defined in Subsection a) Executive’s employment is terminated by the Company for reasons other than death, Disability or Cause, or (b) belowthe Executive terminates employment with the Company for Good Reason, in each case within 18 months after such Change in Control, subject to Section 19(d) occurshereof, then within sixty (60) days after receipt of written notice of such change in control of the Company, or any successor thereto, will pay to the Executive may, by written notice to the Company (or its successor), terminate this Agreement. In the event of said terminationin cash, (i) any accrued and unpaid salary through the date of termination, (ii) any accrued and unpaid cash bonus with respect to the fiscal year preceding the termination, (iii) a pro-rata portion of the cash bonus with respect to the fiscal year in which the termination occurs, (iv) an amount equal to three (3) times Executive’s “compensation” (as defined below); and (v) any reimbursable expenses under Section 5(a) hereof that have not been reimbursed as of the date of termination. The Executive shall also continue to participate in the Company’s health, life and long-term disability benefit plans for the remaining portion of the Employment Period (as if such termination had not occurred); provided, however, that if applicable law or the terms of such plans will not allow the Executive’s continued participation in one or more of such plans for all of the remaining portion of the Employment Period, then the Executive shall receive a lump sum single cash payment equal to 2.99 times his average annual Base Salary for (x) the period from commencement product of his employment with the monthly premium payable by the Company for each such benefit that cannot be so continued times the number of months remaining in the Employment Period for which the Executive cannot continue participation in such plan or plan. The Executive shall also receive a single cash payment equal to the product of the Executive’s monthly automobile allowance times the number of months remaining in the Employment Period. Subject to Section 19(d) hereof, the payments under clauses (y) the last five (5) years, whichever is shorter, payable within thirty (30) days after termination of this Agreementi), (ii) the Company (or its successor) shall maintain), at its expense, the health plan coverage of the Executive for a period of twelve (12) months after such termination, subject to termination of such health plan benefits upon the Executive becoming covered by a comparable plan offered by a subsequent employer and also subject to any changes in such plan as applicable to other executive officers and (iii) and (v) hereof and the two preceding sentences shall be paid within ten (10) days of such termination. In addition, all stock options and other equity based awards granted unvested securities of the Company issued to the Executive by under the Company Company’s 2005 Equity Incentive Plan or any similar plan shall become fully vested as of the date of such termination. Subject to Section 19(d) hereof, any amounts under clause (iv) will be paid, and exercisable subject to their respective terms; provided, howeverthe certificates, if any, for the amount to vested securities will be paid or distributed to the Executive pursuant to this Section 6.06 (taken together with any amounts otherwise to be paid or distributed to the Executive by the Company) (such amounts collectively the "Section 6.06 Payment") would result in the application of an excise tax under Section 4999 of the Internal Revenue Code of 1986delivered, as amended (the "Code"), or any successor or similar provision thereto, the Section 6.06 Payment shall not be paid or distributed in the amounts or at the times otherwise required by this Agreementsoon as reasonably possible, but shall instead be paid or distributed annually, beginning within thirty (30) in no event later than 30 days after the termination date and thereafter on each anniversary thereof, in the maximum substantially equal amounts and over the minimum number of years that are determined to be required to reduce the aggregate present value of Section 6.06 Payment to the maximum amount that will not cause any Section 6.06 Payment to be non-deductible under Section 280G of the Code. For purposes of this Section 6.06, present value shall be determined in accordance with Section 280G(d)(4) of the Codesuch termination.

Change in Control of the Company. a. Unless otherwise provided in Section 5.7 hereof, in the event that (ai) If at anytime during the Term hereof a change Change in control of the Company Control (as defined in Subsection paragraph (b) belowof this Section 5.6) occursin the Company shall occur during the Term of Employment, and (ii) prior to the earlier of the Expiration Date and one year after the date of the Change in Control, either the Executive’s Term of Employment is terminated by the Company without cause, as defined in Section 5.4 hereof, or (y) the Executive terminates the Term of Employment pursuant to Section 5.5(b) hereof, then within sixty the Company shall (601) days after receipt of written notice of such change in control of the Company, pay to the Executive may, by written notice to any unpaid Base Salary through the Company (or its successor), terminate this Agreement. In the event effective date of said termination, (i2) pay to the Executive shall receive as a single lump sum payment, within 30 days of the termination of his employment hereunder, a lump sum payment equal to 2.99 times his average annual Base Salary for the sum of (x) one times the period from commencement sum of Executive’s (i) annual Base Salary, (ii) average bonus for the last two years, (iii) except as set forth in (iv), other average compensation, if any, for the last two years and (v) the value of the annual fringe benefits (based upon their cost to the Company) required to be provided to the Executive under Sections 4.2 and 4.4 hereof, for the year immediately preceding the year in which his employment with the Company or terminates, plus (y) the last five (5) yearsvalue of the portion of his benefits under any savings, whichever is shorterpension, payable within thirty (30) days after profit sharing or deferred compensation plans that are forfeited under those plans by reason of the termination of this Agreementhis employment hereunder. Further, (ii) upon the Company (or its successor) shall maintain, at its expenseChange in Control, the health plan coverage Executive’s Stock Options shall immediately vest. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of the Executive for a period of twelve (12) months after such termination, subject to termination of such health plan benefits upon the Executive becoming covered by a comparable plan offered by a subsequent employer and also subject to any changes in such plan as applicable to other executive officers and (iii) all stock options and other equity based awards granted to the Executive by the Company shall become fully vested and exercisable subject to their respective terms; providedsubject, however, if the amount to be paid or distributed to the Executive pursuant to this Section 6.06 (taken together with any amounts otherwise to be paid or distributed to the Executive by the Company) (such amounts collectively the "Section 6.06 Payment") would result in the application of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor or similar provision thereto, the Section 6.06 Payment shall not be paid or distributed in the amounts or at the times otherwise required by this Agreement, but shall instead be paid or distributed annually, beginning within thirty (30) days after the termination date and thereafter on each anniversary thereof, in the maximum substantially equal amounts and over the minimum number of years that are determined to be required to reduce the aggregate present value provisions of Section 6.06 Payment to the maximum amount that will not cause any Section 6.06 Payment to be non-deductible under Section 280G of the Code. For purposes of this Section 6.06, present value shall be determined in accordance with Section 280G(d)(4) of the Code4.1.

Change in Control of the Company. (a) If at anytime during the Term hereof a change Change in control Control of the Company occurs prior to the end of the Employment Period and (as defined in Subsection a) Executive’s employment is terminated by the Company for reasons other than death, Disability or Cause, (b) belowthe Executive terminates employment with the Company for Good Reason, or (c) occurs, then within sixty (60) days after receipt of written notice the Company or its successor determines not to renew this Agreement pursuant to Section 1 hereof and Executive’s employment with the Company is terminated as a result of such change non-renewal, in control of each case within 18 months after such Change in Control, then, subject to Section 19(d) hereof, the Company, or any successor thereto, will pay to the Executive may, by written notice to the Company (or its successor), terminate this Agreement. In the event of said terminationin cash, (i) any accrued and unpaid salary through the date of termination, (ii) the Unpaid Prior Year’s Bonus Amount, (iii) in lieu of any bonus payment with respect to the year in which termination occurs, the Current Year’s Bonus Amount, (iv) an amount equal to three (3) times Executive’s “compensation” (as defined below); and (v) any reimbursable expenses under Section 5(a) hereof that have not been reimbursed as of the date of termination. For the remaining portion of the Employment Period, the Executive shall receive a lump sum single cash payment equal to 2.99 times his average annual Base Salary for (x) the period from commencement product of his employment with the monthly premium payable by the Company or for health, life and long-term disability benefits (y) for the last five (5) years, whichever is shorter, payable within thirty (30) days after month preceding the termination of this Agreementemployment) multiplied by the number of months remaining in the Employment Period. Such single cash payment shall be subject to all applicable income tax withholding. The Executive shall also receive a single cash payment equal to the product of the Executive’s monthly automobile allowance times the number of months remaining in the Employment Period, less all applicable income tax withholding. Subject to Section 19(d) hereof, the payments under clauses (i), (ii) the Company (or its successor) shall maintain), at its expense, the health plan coverage of the Executive for a period of twelve (12) months after such termination, subject to termination of such health plan benefits upon the Executive becoming covered by a comparable plan offered by a subsequent employer and also subject to any changes in such plan as applicable to other executive officers and (iii) and (v) hereof and the two preceding sentences shall be paid within ten (10) days of such termination. In addition, all stock options and other equity based awards granted unvested securities of the Company issued to the Executive by under the Company Company’s 2005 Equity Incentive Plan or any similar plan shall become fully vested as of the date of such termination. Subject to Section 19(d) hereof, any amounts under clause (iv) will be paid, and exercisable subject to their respective terms; provided, howeverthe certificates, if any, for the amount to vested securities will be paid or distributed to the Executive pursuant to this Section 6.06 (taken together with any amounts otherwise to be paid or distributed to the Executive by the Company) (such amounts collectively the "Section 6.06 Payment") would result in the application of an excise tax under Section 4999 of the Internal Revenue Code of 1986delivered, as amended (the "Code"), or any successor or similar provision thereto, the Section 6.06 Payment shall not be paid or distributed in the amounts or at the times otherwise required by this Agreementsoon as reasonably possible, but shall instead be paid or distributed annually, beginning within thirty (30) in no event later than 30 days after the termination date and thereafter on each anniversary thereof, in the maximum substantially equal amounts and over the minimum number of years that are determined to be required to reduce the aggregate present value of Section 6.06 Payment to the maximum amount that will not cause any Section 6.06 Payment to be non-deductible under Section 280G of the Code. For purposes of this Section 6.06, present value shall be determined in accordance with Section 280G(d)(4) of the Codesuch termination.

Change in Control of the Company. (a) If at anytime during the Term hereof a. Unless otherwise provided in Section 6.7 hereof, if a change Change in control of the Company Control (as defined in Subsection paragraph (b) belowof this Section 6.6) occursin the Company shall occur during the Term of Employment, then within sixty the Company shall accelerate the vesting of all AmeriPath Stock Options which have been granted to the Executive but are unvested, so that the unvested shares are one hundred (60100) days after receipt of written notice of such change in control percent vested on the date of the CompanyChange in Control. In addition, if a Change in Control of the Company occurs during the Term of Employment, and prior to one year after the date of the Change in Control the Term of Employment is terminated by the Company without Cause pursuant to Section 6.4 hereof, or the Company requires the Executive may, by written notice to be based at any office or location more than twenty-five (25) miles from that in which the Company (or its successor), Executive was working on the date of the Change in Control and the Executive thereby elects to terminate this Agreement. In , the event Company shall (1) pay to the Executive any accrued and unpaid Base Salary and Bonus Payment, through the effective date of said the termination, (i2) pay to the Executive shall receive his Termination Year Bonus, if any, at the time provided in Section 4.2b hereof, (3) pay to the Executive, within 30 days of the termination of his employment hereunder, a lump sum payment equal to 2.99 one times his average the Executive's annual Base Salary for (x) the period from commencement of his employment with the Company or (y) the last five (5) years, whichever is shorter, payable within thirty (30) days after termination of this AgreementSalary, (ii4) accelerate the Company (or its successor) shall maintain, at its expense, the health plan coverage vesting of the Executive for a period of twelve (12) months after such termination, subject to termination of such health plan benefits upon the Executive becoming covered by a comparable plan offered by a subsequent employer and also subject to any changes in such plan as applicable to other executive officers and (iii) all stock options and other equity based awards AmeriPath Stock Options which have been granted to the Executive by since the Change in Control but are unvested, so that the unvested shares are one hundred (100) percent vested as of the Executive's Termination Date, and (5) pay to the Executive in a lump sum the compensation and benefits provided in the Termination Without Cause Section 6.4. The Company shall become fully vested and exercisable subject have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to their respective terms; providedthe date of termination, subject, however, if the amount to be paid or distributed to the Executive pursuant to this Section 6.06 (taken together with any amounts otherwise to be paid or distributed to the Executive by the Company) (such amounts collectively the "Section 6.06 Payment") would result in the application of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor or similar provision thereto, the Section 6.06 Payment shall not be paid or distributed in the amounts or at the times otherwise required by this Agreement, but shall instead be paid or distributed annually, beginning within thirty (30) days after the termination date and thereafter on each anniversary thereof, in the maximum substantially equal amounts and over the minimum number of years that are determined to be required to reduce the aggregate present value provisions of Section 6.06 Payment to the maximum amount that will not cause any Section 6.06 Payment to be non-deductible under Section 280G 5.1, and payment of the Code. For purposes of this Section 6.06, present value shall be determined in accordance with Section 280G(d)(4) of the Codecompensation for accrued and unused vacation days).

Change in Control of the Company. (a) If at anytime during the Term hereof a change Change in control Control of the Company occurs prior to the end of the Employment Period and (as defined in Subsection a) Executive’s employment is terminated by the Company for reasons other than death, Disability or Cause, or (b) belowthe Executive terminates employment with the Company for Good Reason, in each case within 18 months after such Change in Control, subject to Section 19(d) occurshereof, then within sixty (60) days after receipt of written notice of such change in control of the Company, or any successor thereto, will pay to the Executive may, by written notice to the Company (or its successor), terminate this Agreement. In the event of said terminationin cash, (i) any accrued and unpaid salary through the Executive shall receive a lump sum payment equal to 2.99 times his average annual Base Salary for (x) the period from commencement date of his employment with the Company or (y) the last five (5) years, whichever is shorter, payable within thirty (30) days after termination of this Agreementtermination, (ii) any accrued and unpaid cash bonus with respect to the fiscal year preceding the termination, (iii) a pro-rata portion of the cash bonus with respect to the fiscal year in which the termination occurs, (iv) an amount equal to three (3) times Executive’s “compensation” (as defined below); and (v) any reimbursable expenses under Section 5(a) hereof that have not been reimbursed as of the date of termination. The Executive shall also continue to participate in all benefit plans made generally available by the Company to its executives for the remaining portion of the Employment Period (or its successoras if such termination had not occurred). Subject to Section 19(d) shall maintain, at its expensehereof, the health plan coverage of the Executive for a period of twelve payments under clauses (12i), (ii), (iii) months and (v) hereof shall be paid within ten (10) days after such termination. In addition, subject to termination all unvested securities of such health plan benefits upon the Executive becoming covered by a comparable plan offered by a subsequent employer and also subject to any changes in such plan as applicable to other executive officers and (iii) all stock options and other equity based awards granted Company issued to the Executive by under the Company Company’s 2005 Equity Incentive Plan or any similar plan shall become fully vested as of the date of such termination. Subject to Section 19(d) hereof, any amounts under clause (iv) will be paid, and exercisable subject to their respective terms; provided, howeverthe certificates, if any, for the amount to vested securities will be paid or distributed to the Executive pursuant to this Section 6.06 (taken together with any amounts otherwise to be paid or distributed to the Executive by the Company) (such amounts collectively the "Section 6.06 Payment") would result in the application of an excise tax under Section 4999 of the Internal Revenue Code of 1986delivered, as amended (the "Code"), or any successor or similar provision thereto, the Section 6.06 Payment shall not be paid or distributed in the amounts or at the times otherwise required by this Agreementsoon as reasonably possible, but shall instead be paid or distributed annually, beginning within thirty (30) in no event later than 30 days after the termination date and thereafter on each anniversary thereof, in the maximum substantially equal amounts and over the minimum number of years that are determined to be required to reduce the aggregate present value of Section 6.06 Payment to the maximum amount that will not cause any Section 6.06 Payment to be non-deductible under Section 280G of the Code. For purposes of this Section 6.06, present value shall be determined in accordance with Section 280G(d)(4) of the Codesuch termination.

Change in Control of the Company. (a) If at anytime during In the Term hereof event that (i) a change Change in control of the Company Control (as defined in Subsection paragraph (b) belowof this Section 5.6) occurs, then within sixty (60) days after receipt of written notice of such change in control of the CompanyCompany shall occur during the Term of Employment, the Executive may, by written notice and (ii) prior to the Company later of the Expiration Date or one (or its successor)1) year after the date of the Change in Control, terminate this Agreement. In the event of said termination, (i) the Executive shall receive a lump sum payment equal to 2.99 times his average annual Base Salary for either (x) the period from commencement Term of his employment with Employment is terminated by the Company without Cause, pursuant to Section 5.2 hereof or (y) the last five Executive terminates the Term of Employment for Good Reason, the Company shall (51) yearspay to the Executive any unpaid Base Salary through the effective date of termination, whichever is shorter(2) pay to the Executive as a single lump sum payment, payable within thirty (30) days after of the termination of this Agreement, (ii) the Company (or its successor) shall maintain, at its expensehis employment hereunder, the health plan coverage sum of (x) an amount equal to the Executive’s Base Salary for the remainder of the Executive for Initial Term, or the Renewal Term if such termination occurs during a period Renewal Term, but in no event less than one (1) year of twelve Base Salary, plus (12y) months after such termination, subject any unused vacation pay and the value of me annual fringe benefits (based upon their cost to termination of such health plan benefits upon the Executive becoming covered by a comparable plan offered by a subsequent employer and also subject Company) required to any changes in such plan as applicable to other executive officers and (iii) all stock options and other equity based awards granted be provided to the Executive under Sections 4.2 and 4.4 hereof, for the year immediately preceding the year in which his employment terminates, plus (z) the value of the portion of his benefits under any savings, pension or profit sharing plans that are forfeited under those plans by reason of the termination of his employment hereunder. Further, if a Change in Control occurs during the Term of Employment, then the Executive’s Equity Awards, if any, shall immediately vest notwithstanding any other provisions of such Equity Award Agreements to the contrary. The Company shall become fully vested and exercisable subject have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to their respective terms; providedthe date of termination, subject, however, if the amount to be paid or distributed to the Executive pursuant to this Section 6.06 (taken together with any amounts otherwise to be paid or distributed to the Executive by the Company) (such amounts collectively the "Section 6.06 Payment") would result in the application of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor or similar provision thereto, the Section 6.06 Payment shall not be paid or distributed in the amounts or at the times otherwise required by this Agreement, but shall instead be paid or distributed annually, beginning within thirty (30) days after the termination date and thereafter on each anniversary thereof, in the maximum substantially equal amounts and over the minimum number of years that are determined to be required to reduce the aggregate present value provisions of Section 6.06 Payment to the maximum amount that will not cause any Section 6.06 Payment to be non-deductible under Section 280G of the Code. For purposes of this Section 6.06, present value shall be determined in accordance with Section 280G(d)(4) of the Code4.1).

Change in Control of the Company. (a) If at anytime during a. Unless otherwise provided in Section 6.7 hereof, in the Term hereof event that a change Change in control of the Company Control (as defined in Subsection paragraph (b) belowof this Section 6.6) occurs, then within sixty (60) days after receipt in the Company shall occur during the Term of written notice of such change in control of the CompanyEmployment, the Executive may, by written notice to the Company (or its successor), terminate this Agreement. In the event of said termination, shall (i) pay to the Executive shall receive a lump sum payment equal to 2.99 times his average annual Base Salary for (x) the period from commencement of his employment with the Company or (y) the last five (5) yearsExecutive, whichever is shorter, payable within thirty (30) days after termination of the date of the Change in Control, a lump sum bonus equal to one (1) times the Executive’s annual Base Salary and Bonus (the “Change in Control Date Bonus”). In addition, if within two (2) years following a Change of Control, (i) the Company requires the Executive to be based at any office or location more than thirty (30) miles from that in which the Executive was based at the time this AgreementAgreement was executed (except for travel reasonably required in the performance of the Executive’s duties and responsibilities hereunder), or (ii) the Company Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities are not at least commensurate in all material respects with the most significant of those held, exercised and assigned at the time preceding the Change in Control, or its successor(iii) shall maintainthe Executive is Terminated without Cause, at its expensethen in either event, the health plan coverage Executive may elect to terminate this Agreement and a “Change of Control Termination” shall be deemed to have occurred. In the event of a Change of Control Termination, the Company shall (i) pay to the Executive any accrued and unpaid Base Salary and Bonus Payment, through the date of termination specified in such notice, and (ii) continue to pay the Executive’s Base Salary and Bonus for a period of twelve twenty-four (1224) months after following the termination of the Executive’s employment with the Company, in the manner and at such times as the Base Salary and Bonus otherwise would have been payable to the Executive. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject to termination of such health plan benefits upon the Executive becoming covered by a comparable plan offered by a subsequent employer and also subject to any changes in such plan as applicable to other executive officers and (iii) all stock options and other equity based awards granted to the Executive by the Company shall become fully vested and exercisable subject to their respective terms; providedsubject, however, if the amount to be paid or distributed to the Executive pursuant to this Section 6.06 (taken together with any amounts otherwise to be paid or distributed to the Executive by the Company) (such amounts collectively the "Section 6.06 Payment") would result in the application of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor or similar provision thereto, the Section 6.06 Payment shall not be paid or distributed in the amounts or at the times otherwise required by this Agreement, but shall instead be paid or distributed annually, beginning within thirty (30) days after the termination date and thereafter on each anniversary thereof, in the maximum substantially equal amounts and over the minimum number of years that are determined to be required to reduce the aggregate present value provisions of Section 6.06 Payment to the maximum amount that will not cause any Section 6.06 Payment to be non-deductible under Section 280G 5.1, and payment of the Code. For purposes of this Section 6.06, present value shall be determined in accordance with Section 280G(d)(4) of the Codecompensation for accrued and unused vacation days).

Change in Control of the Company. (a) If at anytime during In the Term hereof event that: (i) a change Change in control of the Company Control (as defined in Subsection part (b) belowof this Subsection 7.6) occurs, then within sixty (60) days after receipt of written notice of such change in control of the Company, the Executive may, by written notice to the Company (or its successor), terminate this Agreement. In shall occur during the event of said termination, (i) the Executive shall receive a lump sum payment equal to 2.99 times his average annual Base Salary for (x) the period from commencement of his employment with the Company or (y) the last five (5) years, whichever is shorter, payable within thirty (30) days after termination of this Agreement, Term; and (ii) the Company (or its successor) shall maintain, at its expense, the health plan coverage of the Executive for a period of prior to twelve (12) months after such terminationthe date of the Change in Control, subject either (x) Executive’s employment is terminated by the Company other than pursuant to termination any of such health plan benefits upon Subsections 7.1, 7.2, or 7.3, or (y) the Executive becoming covered by a comparable plan offered by a subsequent employer and also subject terminates his employment under the Agreement for Good Reason pursuant to any changes in such plan as applicable to other executive officers and (iii) all stock options and other equity based awards granted Subsection 7.5 hereof, the Company shall pay to the Executive the same amount of monies that would have been payable by the Company to the Executive under Subsection 7.4 of this Agreement if the Executive’s employment had been terminated by the Company without Cause. The Company shall become fully vested have no further liability under this Agreement other than for the Stock Option Tax Liability Payment and exercisable subject reimbursement for reasonable business expenses incurred prior to their respective terms; providedthe date of termination, subject, however, to the Company’s policy on reimbursements of business expenses. Notwithstanding anything to the contrary, if the amount amounts payable to be paid Executive hereunder, either alone or distributed to the Executive pursuant to this Section 6.06 (taken together with any amounts otherwise to be paid or distributed to the Executive by the Companyother “parachute payments” (as defined in Section 280G(b)(2)(A) (such amounts collectively the "Section 6.06 Payment") would result in the application of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"”)) (such amounts collectively are referred to herein as the “Severance Payment”), or any successor or similar provision theretowould constitute an “excess parachute payment” (as defined in Code Section 280G(b)(1)), then the Section 6.06 Severance Payment shall not be paid or distributed reduced (subject to the written consent of the Executive), to the minimum extent necessary so that no portion of the Severance Payment will be subject to the excise tax imposed by Code Section 4999 (the “Reduced Severance Payment”); provided however, that no reduction to the Severance Payment shall occur if the Severance Payment, less any excise tax which would be imposed on such payment pursuant to Code Section 4999, would be greater than the Reduced Severance Payment. The determination of any reduction in the amounts or at the times otherwise required by this Agreement, but shall instead be paid or distributed annually, beginning within thirty (30) days after the termination date and thereafter on each anniversary thereof, in the maximum substantially equal amounts and over the minimum number of years that are determined to be required to reduce the aggregate present value of Section 6.06 Severance Payment pursuant to the maximum amount that will not cause any Section 6.06 Payment foregoing provision shall be made by independent counsel to be non-deductible under Section 280G the Company in consultation with the independent certified public accountants and/or auditors of the Code. For purposes of this Section 6.06, present value shall be determined in accordance with Section 280G(d)(4) of the CodeCompany.

Change in Control of the Company. (a) If at anytime during In the Term hereof event that: (i) a change Change in control of the Company Control (as defined in Subsection paragraph (b) of this Section 5.6) of the Company shall occur during the Term of Employment, and (ii) prior to one (1) year after the date of the Change in Control (A) the Term of Employment is terminated by the Company without Cause under Section 5.2 above or due to Executive’s Disability under Section 5.3 above; (B) Executive terminates the Term of Employment for Good Reason under Section 5.5(c) above; (C) Executive’s employment terminates due to Executive’s death under Section 5.4 above; or (D) the Company elects not to extend Executive’s employment under this Agreement following the end of the Term and, as a result, Executive’s employment with the Company terminates, subject to the terms and conditions of Section 5.11 below, the Company shall (i) occurspay to Executive any Accrued Obligations, (ii) continue to pay Executive’s Base Salary for the period equal to the remainder of the Term, if any, plus one year thereafter (the “Continuation Period”), (iii) continue to provide Executive with the benefits he/she was receiving under Section 4.2 hereof (collectively, the “Benefits” and, each, a “Benefit”) through the end of the Continuation Period in the manner and at such times as the Benefits otherwise would have been payable or provided to Executive and (iv) within thirty days of Executive’s termination, pay Executive for any unused vacation days accumulated as of the date of termination (such payments and Benefits provided by clauses (ii) through (iv), the “Severance Benefits”). For purposes of continuation of Benefits provided by clause (iii) of the preceding sentence, if a Benefit may be continued only by Executive electing continuation thereof under COBRA (including for purposes of this Section any analogous state law), then within sixty (60) days after receipt to receive the benefits of written notice this Section 5.2 with respect to such Benefit, Executive must elect continuation of such change in control Benefit under COBRA. If Executive makes such election, the Company will pay or reimburse Executive for the portion of the COBRA premium that is equal to the insurance premium the Company would pay if Executive was then an active employee of the Company, the Executive may, by written notice to the Company (or its successor), terminate this Agreement. In the event of said termination, (i) the Executive shall receive a lump sum payment equal to 2.99 times his average annual Base Salary for (x) the period from commencement of his employment with that the Company or (y) is unable to provide Executive with any Benefit required hereunder by reason of the last five (5) years, whichever is shorter, payable within thirty (30) days after termination of this Agreement, (ii) the Company (or its successor) shall maintain, at its expense, the health plan coverage of the Executive for a period of twelve (12) months after such termination, subject to termination of such health plan benefits upon the Executive becoming covered by a comparable plan offered by a subsequent employer and also subject to any changes in such plan as applicable to other executive officers and (iii) all stock options and other equity based awards granted to the Executive by the Company shall become fully vested and exercisable subject to their respective terms; provided, however, if the amount to be paid or distributed to the Executive Executive’s employment pursuant to this Section 6.06 (taken together with which shall include any amounts otherwise to Benefit that may be paid or distributed continued under COBRA for the time period after COBRA coverage would expire), then the Company shall make a cash payment, within thirty days of Executive’s termination, equal to the Executive by cost to the Company of such Benefit that otherwise would have accrued for Executive’s benefit under the applicable benefit plan, for the period during which such Benefit could not be provided under the plan. The Company) (such amounts collectively the "Section 6.06 Payment") would result in the application of an excise tax under Section 4999 ’s good faith determination of the Internal Revenue Code amount that would have been contributed or the value of 1986, as amended (the "Code"), or any successor or similar provision theretoBenefits that would have accrued under any plan shall be binding and conclusive on Executive. For this purpose, the Section 6.06 Payment shall not be paid or distributed in Company may use as the amounts or at the times otherwise required by this Agreement, but shall instead be paid or distributed annually, beginning within thirty (30) days after the termination date and thereafter on each anniversary thereof, in the maximum substantially equal amounts and over the minimum number of years that are determined to be required to reduce the aggregate present value of Section 6.06 Payment any Benefit the cost to the maximum amount Company of providing that will not cause Benefit to Executive. Further, if a Change in Control occurs during the Term of Employment, then Executive’s Equity Awards, if any, shall immediately vest notwithstanding any other provisions of such Equity Award Agreements to the contrary. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 6.06 Payment to be non-deductible under Section 280G of the Code. For purposes of this Section 6.06, present value shall be determined in accordance with Section 280G(d)(4) of the Code4.1).

Change in Control of the Company. (a) If If, at anytime ---------------------------------- during the Term hereof hereof, a change in control of the Company (as defined in Subsection (b) belowSection 6.07 hereof) occurs, then within sixty (60) days after his receipt of written notice of such change in control of the Company, the Executive may, by written notice to the Company (or its successor), terminate this Agreement. In the event of said termination, (i) the Executive shall receive a lump sum payment equal to 2.99 times his average annual then current Base Salary for (x) the period from commencement of his employment with the Company or (y) the last five (5) years, whichever is shorterSalary, payable within thirty (30) days after termination of this Agreement, (ii) the Company (or its successor) shall maintain, at its expense, the health plan coverage of the Executive for a period of twelve (12) months after such termination, subject to termination of such health plan coverage benefits upon the Executive becoming covered by a comparable plan offered by a subsequent employer and also subject to any changes in such plan as applicable to other executive officers and (iii) all stock options and other equity based awards granted by the Company or ANMR to the Executive by the Company shall become fully vested and exercisable subject to their respective terms; provided, however, if the ------- -------- amount to be paid or distributed to the Executive pursuant to this Section 6.06 (taken together with any amounts otherwise to be paid or distributed to the Executive by the Company) (such amounts collectively the "Section 6.06 Payment") would result in the application of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor or similar provision thereto, the Section 6.06 Payment shall not be paid or distributed in the amounts or at the times otherwise required by this Agreement, but shall instead be paid or distributed annually, beginning within thirty (30) days after the termination date and thereafter on each anniversary thereof, in the maximum substantially equal amounts and over the minimum number of years that are determined to be required to reduce the aggregate present value of Section 6.06 Payment to the maximum amount that will not cause any Section 6.06 Payment to be non-deductible under Section 280G of the Code. For purposes of this Section 6.06, present value shall be determined in accordance with Section 280G(d)(4) of the Code.any

Change in Control of the Company. (a) If at anytime during In the Term hereof event that (i) a change Change in control of the Company Control (as defined in Subsection paragraph (b) belowof this Section 5.6) occurs, then within sixty (60) days after receipt of written notice of such change in control of the CompanyCompany shall occur during the Term of Employment, and (ii) prior to one (1) year after the Executive maydate of the Change in Control, by written notice to the Company (or its successor), terminate this Agreement. In the event of said termination, (i) the Executive shall receive a lump sum payment equal to 2.99 times his average annual Base Salary for either (x) the period from commencement Term of his employment with Employment is terminated by the Company without Cause, pursuant to Section 5.2 hereof or (y) the last five Executive terminates the Term of Employment for Good Reason, the Company shall (51) yearspay to the Executive any unpaid Base Salary through the effective date of termination, whichever is shorter(2) pay to the Executive as a single lump sum payment, payable within thirty (30) days after of the termination of this Agreement, (ii) the Company (or its successor) shall maintain, at its expensehis employment hereunder, the health plan coverage sum of (x) an amount equal to the Executive’s Base Salary for the remainder of the Executive for Initial Term, or the Renewal Term if such termination occurs during a period Renewal Term, but in no event less than three (3) years of twelve Base Salary, plus (12y) months after such termination, subject any unused vacation pay and the value of the annual fringe benefits (based upon their cost to termination of such health plan benefits upon the Executive becoming covered by a comparable plan offered by a subsequent employer and also subject Company) required to any changes in such plan as applicable to other executive officers and (iii) all stock options and other equity based awards granted be provided to the Executive under Sections 4.2 and 4.4 hereof, for the year immediately preceding the year in which his employment terminates, plus (z) the value of the portion of his benefits under any savings, pension or profit sharing plans that are forfeited under those plans by reason of the termination of his employment hereunder. Further, if a Change in Control occurs during the Term of Employment, then the Executive’s Equity Awards, if any, shall immediately vest notwithstanding any other provisions of such Equity Award Agreements to the contrary. The Company shall become fully vested and exercisable subject have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to their respective terms; providedthe date of termination, subject, however, if the amount to be paid or distributed to the Executive pursuant to this Section 6.06 (taken together with any amounts otherwise to be paid or distributed to the Executive by the Company) (such amounts collectively the "Section 6.06 Payment") would result in the application of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor or similar provision thereto, the Section 6.06 Payment shall not be paid or distributed in the amounts or at the times otherwise required by this Agreement, but shall instead be paid or distributed annually, beginning within thirty (30) days after the termination date and thereafter on each anniversary thereof, in the maximum substantially equal amounts and over the minimum number of years that are determined to be required to reduce the aggregate present value provisions of Section 6.06 Payment to the maximum amount that will not cause any Section 6.06 Payment to be non-deductible under Section 280G of the Code. For purposes of this Section 6.06, present value shall be determined in accordance with Section 280G(d)(4) of the Code4.1).

Change in Control of the Company. (a) If at anytime during In the Term hereof event that (i) a change Change in control of the Company Control (as defined in Subsection paragraph (b) belowof this Section 5.6) occursin the Company shall occur during the Term of Employment, then within sixty and (60ii) days after receipt of written notice of such change in control prior to the later of the CompanyExpiration Date or one year after the date of the Change in Control, either (x) the Term of Employment is terminated by the Company without Cause, pursuant to Section 5.4 hereof or (y) the Executive may, by written notice terminates the Term of Employment for Good Reason the Company shall (1) pay to the Company (or its successor), terminate this Agreement. In Executive any unpaid Base Salary through the event effective date of said termination, (i2) pay to the Executive shall receive as a single lump sum payment, within 30 days of the termination of his employment hereunder, a lump sum payment equal to 2.99 times his average annual Base Salary for the sum of (x) two times the period from commencement sum of Executive's annual Base Salary, Incentive Compensation, and the value of the annual fringe benefits (based upon their cost to the Company) required to be provided to the Executive under Sections 4.2 and 4.4 hereof, for the year immediately preceding the year in which his employment with the Company or terminates, plus (y) the last five (5) yearsvalue of the portion of his benefits under any savings, whichever is shorterpension, payable within thirty (30) days after profit sharing or deferred compensation plans that are forfeited under those plans by reason of the termination of this Agreementhis employment hereunder. Further, upon the Change in Control, the Executive's Stock Options shall immediately vest. The Company shall have no further liability hereunder to the Executive other than for (i) reimbursement for reasonable business expenses incurred prior to the date of termination, subject however, to the provisions of Section 4.1, (ii) payment of compensation for unused vacation days that have accumulated during the Company (or its successor) shall maintaincalendar year in which such termination occurs, at its expense, the health plan coverage of the Executive for a period of twelve (12) months after such termination, subject to termination of such health plan benefits upon the Executive becoming covered by a comparable plan offered by a subsequent employer and also subject to any changes in such plan as applicable to other executive officers and (iii) all stock options and other equity based awards granted to the Executive by those continuing obligations of the Company shall become fully vested set forth in Article 19 and exercisable subject to their respective terms; provided, however, if the amount to be paid or distributed to the Executive pursuant to this Section 6.06 (taken together with any amounts otherwise to be paid or distributed to the Executive by the Company) (such amounts collectively the "Section 6.06 Payment") would result in the application of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor or similar provision thereto, the Section 6.06 Payment shall not be paid or distributed in the amounts or at the times otherwise required by this Agreement, but shall instead be paid or distributed annually, beginning within thirty (30) days after the termination date and thereafter on each anniversary thereof, in the maximum substantially equal amounts and over the minimum number of years that are determined to be required to reduce the aggregate present value of Section 6.06 Payment to the maximum amount that will not cause any Section 6.06 Payment to be non-deductible under Section 280G of the Code. For purposes of this Section 6.06, present value shall be determined in accordance with Section 280G(d)(4) of the CodeArticle 20.

Change in Control of the Company. (a) If If, at anytime during the Term hereof hereof, a change in control of the Company (as defined in Subsection (b) below) occurs, then within sixty (60) days after receipt of written notice of such change in control of the Company, the Executive may, by written notice to the Company (or its successor), terminate this Agreement. In the event of said termination, (i) the Executive shall receive a lump sum payment equal to 2.99 times his average annual then current Base Salary for (x) the period from commencement of his employment with the Company or (y) the last five (5) years, whichever is shorterSalary, payable within thirty (30) days after termination of this Agreement, (ii) the Company (or its successor) shall maintain, at its expense, the health plan coverage of the Executive for a period of twelve (12) months after such termination, subject to termination of such health plan benefits upon the Executive becoming covered by a comparable plan offered by a subsequent employer and also subject to any changes in such plan as applicable to other executive officers and (iii) all outstanding unvested stock options and other equity based awards granted to the Executive by under a plan of the Company for the purchase of shares of its Common Stock shall automatically vest and become fully vested and exercisable subject to their respective terms; provided, however, -------- ------- if the amount to be paid or distributed to the Executive pursuant to this Section 6.06 (taken together with any amounts otherwise to be paid or distributed to the Executive by the Company) (such amounts collectively the "Section 6.06 Payment") would result in the application of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor or similar provision thereto, the Section 6.06 Payment shall not be paid or distributed in the amounts or at the times otherwise required by this Agreement, but shall instead be paid or distributed annually, beginning within thirty (30) days after the termination date and thereafter on each anniversary thereof, in the maximum substantially equal amounts and over the minimum number of years that are determined to be required to reduce the aggregate present value of Section 6.06 Payment to the maximum an amount that will not cause any Section 6.06 Payment to be non-deductible nondeductible under Section 280G 28OG of the Code. For purposes of this Section 6.06, present value shall be determined in accordance with Section 280G(d)(428OG(d)(4) of the Code.