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These excerpts taken from the LAVA 10-K filed Jun 16, 2008. Employment, Severance and Change of Control Agreements Magma does not have formal employment or severance agreements with any of the executive officers set forth in Exhibit 10.16(b) except that Magma has agreed to pay to Mr. Peter S. Teshima a severance amount equal to six months of Mr. Teshimas initial annual base salary (which initial annual base salary was $200,000.00) if Mr. Teshimas employment with Magma is involuntarily terminated without Cause (as defined in Mr. Teshimas offer letter). However, such executive officers may be entitled to accelerated vesting of their outstanding stock options in connection with a change in control or similar transaction and certain terminations of employment related to a change in control. Specifically, for options granted on or after October 22, 2003, if a change in control of Magma occurs, 25% of their unvested options will become immediately vested and exercisable and, if the executive officer is involuntarily terminated without cause (as described in further detail in the Companys Proxy Statement dated July 23, 2007) within the first year following the change in control, an additional 50% of his unvested options will become vested and exercisable. However, any potential accelerated option vesting upon or following a change in control is subject to the 2001 Plans general parachute payment limitation. |