Exhibit 10.3
ANDREA ELECTRONICS
CORPORATION
CHANGE IN CONTROL
The Board of Directors (the
“Board”) of Andrea Electronics Corporation (the
“Company”), a New York corporation, desires to assure
the Company of your continued services for the benefit of the
Company, particularly in the face of a take over
attempt.
This Change in Control agreement
(“Agreement”) therefore sets forth those benefits which
the Company will provide to you in the event your employment with
the Company is terminated after a “Change in Control of the
Company” (as defined in paragraph 2) under the circumstances
described below.
If a Change in Control of the
Company should occur while you are still an employee of the
Company, then this Agreement shall continue in effect from the date
of such Change in Control of the Company for so long as you remain
an employee of the Company, but in no event for more than three
full calendar years following a Change in Control of the Company;
provided, however, that the expiration of the term of this
Agreement shall not adversely affect your rights under this
Agreement which have accrued prior to such expiration. If no Change
in Control of the Company occurs before your status as an employee
of the Company is terminated, this Agreement shall expire on such
date.
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a)
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For purposes
hereof, a “change in control” shall be defined
as:
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i)
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The acquisition
by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”)) (a
“Person”) of beneficial ownership (within the meaning
of Rule 13D-3 promulgated under the Exchange Act) of 20% or more of
either (A) the then outstanding shares of common stock of the
Company (the “Outstanding Company Common Stock”) or
(B) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of Directors (the “Outstanding Company Voting
Securities”); provided, however, that for purposes of this
subsection (I), the following acquisitions shall not constitute a
Change of Control: (i) any acquisition directly from the
Company, (ii) any acquisition by the Company, (iii) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation
controlled by the Company or (iv) any acquisition by any
corporation pursuant to a transaction which complies with clauses
(A), (B) and (C) of subsection (iii) below:
or
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ii)
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Individuals
who, as of the date hereof, constitute the Committee (the
“Incumbent Board”) cease for any reason to constitute
at least a majority of the Committee, provided, however, that any
individual becoming a director subsequent to the date hereof whose
election or nomination for election by the Company’s
shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered
as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Committee;
or
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iii)
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Consummation of
a reorganization, merger, consolidation or sale or other
disposition of all or substantially all of the assets of the
Company (a “Business Combination”), in each case,
unless, following such Business Combination, (A) all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior
to s
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