agreementwithsdonnelly.htm


    
      Exhibit
10.1

      

    

     

    


    


    
      	
              Lewis
      B. Campbell

              Chairman,
      President and Chief Executive Officer

              Textron
      Inc.

               

            	
              40
      Westminster St.

              Providence,
      RI 02903

              Tel:
      (401) 457-2322

              Fax:
      (401) 457-3682

              lcampbell@textron.com

            


    

     

    
 

    June 26, 2008

    


    Scott C. Donnelly

    6450
Given Road

    Cincinnati,
Ohio 45243

    


    Dear
Scott:

    


    I am
pleased to offer you the position of Executive Vice President and Chief
Operating Officer of Textron Inc., reporting directly to me.  The
Board and I believe you have the personal and professional qualifications to
make significant contributions to the continued success of Textron and that you
will be an excellent leader of the organization as we address the challenges and
opportunities facing us.

    


    As
Executive Vice President and Chief Operating Officer, you shall have duties,
authorities and responsibilities generally commensurate with the duties,
authorities and responsibilities of persons in similar capacities in similarly
sized companies, subject to Textron’s By-laws and its organizational
structure.

    


    The main
features of your compensation package, as approved by the Organization and
Compensation Committee of the Board, are summarized below:

     

    
      	
              ·  

            	
              Base
      salary of $850,000 per year.

            


    

     

    
      	
              ·  

            	
              An
      annual incentive award for 2008 (payable in March 2009) under Textron’s
      annual incentive plan, in an amount determined by the Organization and
      Compensation Committee by applying the 2008 performance goals and award
      levels for executive officers to your base salary on a non-prorated basis;
      but in no event shall your annual incentive award for 2008 be less than
      $1,320,000.

            


    

     

    
      	
              ·  

            	
              Target
      awards under Textron’s annual incentive plan for 2009 and subsequent years
      having a “target” value of at least 90% of base salary, payable upon the
      attainment of any performance goals established for the year by the
      Organization and Compensation Committee.  Actual payouts may
      vary from zero to 200% of your target award each year based on the
      Organization and Compensation Committee’s determination that Textron has
      attained these performance goals.  Payouts are made within the
      first 21⁄2 months after the end of the performance
  period.

            


    

     

    
      	
              ·  

            	
              A
      long-term incentive award for 2009 with a value of $3,500,000, and
      long-term incentive awards for subsequent years as determined by the
      Organization and Compensation Committee as part of its review of senior
      management compensation.  Long-term incentive awards will
      consist of performance shares or performance share units, restricted stock
      or restricted stock units, stock options, or other equity awards in
      proportions and subject to vesting requirements and other terms and
      conditions determined by the Organization and Compensation
      Committee.  Each component of your 2009 award will be in the
      same proportions as awarded to me.  At present, awards of
      restricted stock and restricted stock units include dividend equivalents
      paid currently in cash.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
          Scott C.
Donnelly

          June 26,
2008

          Page
2

        

      

    

     

    
      	
              ·  

            	
              Effective
      on the later of July 1, 2008, and three business days after your first day
      of employment with Textron, three pro-rata awards of performance share
      units for the award cycles ending in 2008, 2009, and 2010, based on the
      time remaining within each performance cycle, with a combined value of
      $2,100,000.  The performance share units will be payable upon
      the achievement of any performance goals established for the award cycle
      by the Organization and Compensation Committee.  The award for
      2008 also will be subject to a requirement that you not voluntarily
      terminate your employment with Textron before the first anniversary of the
      grant date, and will be payable after you satisfy this minimum vesting
      requirement.  This minimum vesting requirement is mandated by
      Textron’s 2007 Long-Term Incentive Plan (LTIP), as approved by
      shareholders.

            


    

     

    
      	
              ·  

            	
              Effective
      on the later of July 1, 2008, and three business days after your first day
      of employment with Textron, an initial award of nonqualified stock options
      with a value of $2,510,000 (determined using standard Towers Perrin
      methodology), having a 10-year term and an exercise price equal to the
      fair market value of Textron stock on the grant date, and to become
      exercisable 20% on first business day of the month on or after the
      anniversary of the grant date in each year from 2010 through 2014,
      provided that you are still employed by Textron on each vesting
      date.  Because the 2007 LTIP limits annual individual grants to
      200,000 stock options in any year, your stock option grant will be for a
      maximum of 200,000 shares.  Any additional amount necessary to
      reach the $2,510,000 target value will be paid in cash within 30 days
      after your first day of employment with
Textron.

            


    

     

    
      	
              ·  

            	
              A
      nonqualified pension benefit determined using the benefit formula under
      the Textron Master Retirement Plan (but without regard to the limits on
      compensation and benefits imposed by the Internal Revenue Code), taking
      into account your service with both General Electric and Textron, and
      using the definition of pensionable compensation and final average
      compensation in the Textron Spillover Pension Plan.  This
      nonqualified pension benefit will become 100% vested upon the earlier of
      your completion of ten years of service with Textron and your attainment
      of age 62 while employed by Textron, and will be reduced by the combined
      value of any benefit you are eligible to receive under (1) a tax-qualified
      defined benefit plan maintained by General Electric, (2) a tax-qualified
      defined benefit plan maintained by Textron (before any reduction in your
      tax-qualified defined benefit to reflect an offset for your account under
      the Textron Retirement Account Plan), and (3) the Textron Spillover
      Pension Plan (or any successor nonqualified defined benefit plan
      maintained by Textron).  The forms of payment and other terms of
      your nonqualified pension benefit will be as determined by the Board and
      reflected in a separate document or an appendix to the Textron Spillover
      Pension Plan.

            


    

     

    
      	
              ·  

            	
              Eligibility
      to participate in the Deferred Income Plan for Textron Executives, or any
      successor elective deferred compensation plan offered to Textron’s senior
      executives.  You would participate in the Deferred Income Plan
      as a “Schedule A” participant, which is the participation level that
      applies to Textron’s other senior executives.  The Deferred
      Income Plan currently provides a matching contribution equal to 10% of any
      elective deferred income (not including deferrals of base salary) that a
      Schedule A participant allocates to the Textron stock unit account in the
      plan.  You would be eligible to receive this matching
      contribution to the same extent as other Schedule A
      participants.

            


    

     

    
      	
              ·  

            	
              Eligibility
      to participate in Textron’s health, disability, life insurance, annual
      physical, and other welfare benefit programs at the same level as
      Textron’s other senior executives.

            


    

     

    
      	
              ·  

            	
              Eligibility
      for four weeks of paid vacation, and for relocation benefits consistent
      with (and subject to the same tax treatment as) the benefits under
      Textron’s relocation policy for senior
  executives.

            


    

     

    In
recognition of the substantial long-term incentive awards you will forfeit when
you leave your current position with General Electric, the Organization and
Compensation Committee has approved the following in addition to the
compensation described above:

     

    
      	
              ·  

            	
              A
      cash payment of $4,100,000, payable in two installments.  The
      first installment of $2,100,000 is to be paid no later than September 30,
      2008.  The remaining balance
of

            


    

     

    
      
        
           


        

        
          
            

          

        

        
          
            Scott C.
Donnelly

            June 26,
2008

            Page
3  

          

        

      

    

    
       

      
        	
                 

              	
                $2,000,000
      is to be paid no later than February 28, 2009, provided that you are still
      employed by Textron on December 31,
2008.

              


      

       

    

    
      	
              ·  

            	
              Effective
      on the later of July 1, 2008, and three business days after your first day
      of employment with Textron, an award of restricted stock units with a
      value of $7,500,000, with 75% of the units vesting ratably on the first
      business day of the month on or after the anniversary of the grant date in
      each of 2009, 2010, and 2011, and with the remaining 25% of the units
      vesting ratably on the first business day of the month on or after the
      anniversary of the grant date in each of 2012, 2013, and 2016; provided
      that you are, in each case, still employed by Textron on the vesting
      date.  The award will be paid to you in shares of Textron stock
      within 21⁄2 months after the restricted stock units vest.  You
      will be eligible to receive dividend equivalents paid currently in cash on
      the entire award.

            


    

     

    All
equity awards described in this letter will be made under the Textron Inc. 2007
Long-Term Incentive Plan (or under a successor plan), and will be subject to the
terms and conditions of the plan and award agreement under which they are
granted.  Where the letter specifies a value for an award, the number
of shares (or equivalent cash) necessary to provide the specified value will be
determined by Towers Perrin, the independent compensation consultant to the
Organization and Compensation Committee (or any successor independent
compensation consultant to the Committee), using its standard methodology for
valuing equity awards.

    


    I am
confident that you will have a long and successful career with
Textron.  However, in the event that Textron should terminate your
employment involuntarily (without Cause), or in the event that you should
terminate for Good Reason, you would be entitled to the separation benefits
described in Appendix
A, which are the same as the separation benefits provided under my
employment agreement on the date of this letter.

    


    For
purposes of this letter, including determining your entitlement to separation
benefits, the terms “Cause,” “Good Reason,” and “Change in Control” have the
meanings set forth in Appendix
B.  All separation benefits (other than those required by law
or vested before your separation) will be subject to your signing a release of
claims reasonably acceptable to Textron, an agreement to cooperate in any
proceedings relating to matters in which you were involved before your
separation, and an agreement to abide by the same covenants (non-competition,
non-solicitation, maintaining confidentiality, etc.) that appear in my
employment agreement on the date of this letter.

    


    You will
be covered by the indemnification provisions of Textron’s By-Laws to the same
extent as Textron’s other senior officers.  Textron will cover you
under directors and officers liability insurance for bona fide claims based on
your actions or failure to act in your capacity as a Textron officer in the same
amount and to the same extent as Textron covers its other officers and
directors.

    


    If you
accept this offer of employment with Textron, Textron agrees to pay your
reasonable legal fees and costs (before tax) associated with your reviewing the
terms of this offer.

    


    All of
the payments and benefits described in this letter are subject to applicable tax
withholding, to the terms and conditions of the Textron plans under which they
are provided (as amended from time to time), and to the requirements of
applicable law.  The dollar amounts and values described in this
letter are gross amounts, before any applicable tax or tax
withholding.

    


    This
offer of at-will employment is subject to Textron’s normal pre-employment
requirements, which include verification of employment and a mandatory drug
test.  The terms of the offer will be governed by the laws of
Delaware.  This offer remains in effect until August 1, 2008. We
anticipate that you will start work on or before August 1, 2008.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
          Scott C.
Donnelly

          June 26,
2008

          Page
4

        

      

    

    


    I am
pleased to offer you this opportunity to join the Textron team and look forward
to hearing from you soon.  I assure you of a very warm welcome to
Textron.

    


    Sincerely,

    


    


    
      	/s/
      Lewis B. Campbell	 
      	
              Date:

            	 
      June 30, 2008
	
              Lewis
      B. Campbell

            	 
      	 
      	 
      


    

    


    I have
read the foregoing offer of at-will employment.  I understand that
this offer is the complete agreement between me and Textron concerning the terms
of my employment, and that it replaces any prior agreements or understandings
between me and Textron or offers or promises made by Textron.  I agree
with, and accept, this offer of employment subject to the terms and conditions
detailed in this letter and the attachments.

    


    


    
      	
              Signed:

            	/s/
      Scott C. Donnelly	 
      	
              Date:

            	 
      June 26, 2008
	 
      	
              Scott
      C. Donnelly

            	 
      	 
      	 
      


    

    


    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    

    
 

    APPENDIX
A

     

    SEPARATION
BENEFITS

    


    The
separation benefits referred to in your offer letter are listed in this
appendix.  “Regular Separation Benefits” are available if your
involuntary termination (not for Cause) or termination for Good Reason occurs at
any time other than the Change in Control period described in the following
sentence.  “Change in Control Separation Benefits” are available if
your involuntary termination (not for Cause) or termination for Good Reason
occurs during the period beginning within 180 days before a Change in Control
and ending on the second anniversary of the Change in Control.  In all
cases, your “separation” means your separation from service within the meaning
of section 409A of the Internal Revenue Code.

    


    All of
your separation benefits shall be paid at the time and in the form specified for
the corresponding benefit in the employment agreement between Textron Inc. and
Lewis B. Campbell dated February 26, 2008, which is the version of my employment
agreement in effect on the date of this letter.

    


    You are
not entitled to receive the separation benefits described in this appendix upon
your death while employed by Textron, your total disability, or your voluntary
or mandatory retirement at or after reaching age 65.  If your
termination occurs for any of these reasons, Textron will pay you (or your
designated beneficiary in the event of your death) any compensation you have
earned but have not yet received at the time of your death, disability, or
retirement, in accordance with Textron’s normal payroll practices and the terms
of any benefit plan or program in which you participate.

    


    In
addition to the separation benefits summarized below, in the event that you
become entitled to payments or benefits that would constitute “parachute
payments” within the meaning of section 280G(b)(2) of the Internal Revenue Code,
and the value of the parachute payments exceeds 110% of an amount equal to 2.99
times your “base amount” (within the meaning of section 280G(b)(3) of the
Internal Revenue Code), you will be entitled to a gross up of any excise tax
imposed by section 4999 of the Internal Revenue Code on your parachute payments
(and any excise, income, or payroll tax imposed on the initial gross-up
payment), calculated and paid as provided in Exhibit A of my employment
agreement as in effect on the date of this letter.  If the value of
your parachute payments does not exceed 110% of an amount equal to 2.99 times
your “base amount,” your parachute payments will be reduced so that they are
equal to 2.99 times your “base amount,” as provided in Exhibit A of my
employment agreement as in effect on the date of this letter.

    


    
      	
              Regular
      Separation
      Benefits

            	
              Change
      in Control Separation Benefits

            
	
              Accrued
      obligations

              Compensation
      previously earned but not yet paid, such as unpaid base salary, unpaid
      amount of previous year’s annual incentive compensation, and amounts
      accrued and vested under other benefit plans and programs.

            	
              Accrued
      obligations

              Compensation
      previously earned but not yet paid, such as unpaid base salary, unpaid
      amount of previous year’s annual incentive compensation, and amounts
      accrued and vested under other benefit plans and programs.

               

            


    

    


     

     

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                Regular
      Separation
      Benefits

              	
                Change
      in Control Separation
      Benefits

              
	
                Pro-rata bonus

                A
      pro-rata portion (based on days employed in the bonus year divided by 365)
      of the annual bonus for the year of separation (to the extent that
      applicable corporate performance goals are achieved).

              	
                Pro-rata
      bonus

                A
      pro-rata portion (based on days employed in the bonus year divided by 365)
      of the greater of (1) your target annual incentive compensation for the
      year of separation and (2) your actual incentive compensation award for
      the year ending before the earlier of your separation and the change in
      control.

                 

              
	
                Severance
      pay

                Severance
      pay equal to two times the sum of (1) your annual base salary and (2) the
      greater of (a) your target annual incentive compensation for the year of
      your separation and (b) the average of your actual incentive compensation
      awards for the three most recent years.

              	
                Severance
      pay

                Severance
      pay equal to three times the sum of (1) your highest base salary in effect
      at any time before your separation, and (2) the greater of (a) your target
      annual incentive compensation for the year of your separation and (b) the
      average of your actual incentive compensation awards for the three years
      ending before the earlier of your separation and the change in
      control.

                 

              
	
                Insurance
      coverage

                To
      the extent eligible at separation, continued participation, at no greater
      cost (before tax) than you paid as an employee, in Textron’s accidental
      death and dismemberment coverage and dependent life insurance
      coverage.

                 

                Reimbursement
      for the cost (before tax) of purchasing the level of company-paid term
      life insurance and long-term disability insurance coverage you received at
      your separation.

                 

                The
      continued insurance coverage or reimbursement described in this section
      will end two years after your separation (or, if earlier, when you become
      eligible for comparable or better benefits under the plan of a successor
      employer).

              	
                Insurance coverage

                To
      the extent eligible at your separation or the change in control, continued
      participation, at no greater cost (before tax) than you paid as an
      employee, in Textron’s accidental death and dismemberment coverage and
      dependent life insurance coverage.

                 

                Reimbursement
      for the cost (before tax) of purchasing the level of company-paid term
      life insurance and long-term disability insurance coverage you received at
      the earlier of your separation and the change in control.

                 

                The
      continued insurance coverage or reimbursement described in this section
      will end three years after your separation (or, if earlier, when you
      become eligible for comparable or better benefits under the plan of a
      successor employer).

                 

              
	
                Additional
      pension
      credit

                21⁄2
      additional years of age, service, and compensation credit for benefit
      computation purposes, and 21⁄2 additional years of age credit for purposes
      of determining eligibility to receive benefits, under any nonqualified
      defined benefit pension plan in which you participate at your
      separation.

                 

              	
                Additional pension credit

                Full
      vesting and 3 additional years of age, service, and compensation credit
      for benefit computation purposes under any nonqualified defined benefit
      pension plan in which you participate at your
  separation.

              


      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          	
                   Regular
      Separation
      Benefits

                	
                   Change
      in Control Separation Benefits

                
	
                  Contribution replacement

                  2
      times the maximum annual Textron contribution or match to any defined
      contribution plan in which you participate at your
separation.

                   

                	
                  Contribution replacement

                  3
      times the maximum annual Textron contribution or match to any defined
      contribution plan in which you participate at your
    separation.

                
	
                  Stock
      option
      vesting

                  Immediate
      full vesting of any outstanding stock options that would have vested if
      you had remained employed for 2 years after your separation.

                   

                	
                  Equity
      award vesting

                  Immediate
      full vesting of any outstanding stock options, restricted stock units, and
      other equity awards.

                
	
                  Pro-rata
      payment of performance
      share units

                  Subject
      to the provisions of the 2007 LTIP or successor plan, a pro-rata portion
      (based on days employed in the performance period divided by total days in
      the performance period) of any performance share units outstanding at your
      separation (to the extent that applicable corporate performance goals are
      achieved). In determining the pro-rata portion of your initial performance
      share unit awards granted for the award cycles ending in 2008, 2009, and
      2010, the number of days constituting the performance period will be
      measured from the grant date to the last day of the applicable performance
      period.

                   

                	
                  Full
      payment of performance share
      units

                  Full
      vesting and payment of outstanding performance share units, based on
      actual performance through the change in control and assuming target
      performance after the change in control.

                
	
                  Vesting of deferred compensation

                  Immediate
      full vesting of your accounts under Textron’s Deferred Income
      Plan.

                	
                  Vesting
      of deferred
      compensation

                  [No
      provision in employment agreement. However, Textron’s Deferred Income Plan
      currently provides for full vesting upon a change in
control.]

                   

                
	 
      	
                  Outplacement services

                  Outplacement
      services at a level commensurate with your position, including office and
      secretary, for 1 year after your separation (or, if earlier, until you
      commence a new full-time job).

                   

                


        

         

        


         


        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

    

    


    


    APPENDIX
B

     

    DEFINITIONS

     

    


    TERMINATION FOR
CAUSE

    


    The
executive may be terminated immediately upon written notice by Textron to the
executive of a termination for Cause, provided such notice is given within
ninety (90) days after the discovery by the Board of the Cause event and has
been approved by at least two-thirds of the Board at a meeting at which the
Executive and his counsel had the right to appear and address such meeting after
receiving at least five (5) business days written notice of the meeting and
reasonable detail of the facts and circumstances claimed to provide a basis for
such termination.  The term "Cause" shall mean, for purposes of this
letter: (i) an act or acts of willful misrepresentation, fraud or willful
dishonesty (other than good faith expense account disputes) by the executive
which in any case is intended to result in his or another person or entity's
substantial personal enrichment at the expense of Textron; (ii) any willful
misconduct by the executive with regard to Textron, its business, assets or
employees that has, or was intended to have, a material adverse impact (economic
or otherwise) on Textron; (iii) any material, willful and knowing violation by
the executive of (x) Textron's Business Conduct Guidelines, or (y) any of
his fiduciary duties to Textron which in either case has, or was intended to
have, a material adverse impact (economic or otherwise) on Textron; (iv) the
willful or reckless behavior of the executive with regard to a matter of a
material nature which has a material adverse impact (economic or otherwise) on
Textron; (v) the executive's willful failure to attempt to perform his duties or
his willful failure to attempt to follow the legal written direction of the
Board, which in either case is not remedied within ten (10) days after receipt
by the executive of a written notice from Textron specifying the details
thereof; or (vi) the executive's conviction of, or pleading nolo contendere or
guilty to, a felony (other than (x) a traffic infraction or (y) vicarious
liability solely as a result of his position provided the executive did not have
actual knowledge of the actions or inactions creating the violation of the law
or the executive relied in good faith on the advice of counsel with regard to
the legality of such action or inaction (or the advice of other specifically
qualified professionals as to the appropriate or proper action or inaction to
take with regard to matters which are not matters of legal
interpretation)).  No action or inaction should be deemed willful if
not demonstrably willful and if taken or not taken by the executive in good
faith as not being adverse to the best interests of
Textron.  Reference in this paragraph to Textron shall also include
direct and indirect subsidiaries of Textron, and materiality and material
adverse impact shall be measured based on the action or inaction and the impact
upon, and not the size of, Textron taken as a whole, provided that after a
change in control, the size of Textron, taken as a whole, shall be a relevant
factor in determining materiality and material adverse impact.

    


    TERMINATION FOR GOOD
REASON

    


    The
executive may terminate for Good Reason upon twenty (20) days written notice by
the executive to Textron of a termination for Good Reason (which notice sets
forth in reasonable detail the facts and circumstances claimed to provide a
basis for such termination) unless the Good Reason event is cured within such
twenty (20) day period.  The term "Good Reason" shall mean, for
purposes of this letter, without the executive's express written consent, the
occurrence of any one or more of the following: (i) the assignment to the
executive of duties materially inconsistent with the executive's then
authorities, duties, responsibilities, and status (including offices, titles,
and reporting requirements), or any reduction in the executive's then title,
position, reporting lines or a material reduction (other than temporarily while
disabled or otherwise incapacitated) in his then status, authorities, duties, or
responsibilities including but not limited to holding his then position in
Textron while Textron is a subsidiary of another entity (holding stock in
Textron entitled to at least fifty percent (50%) of the vote for the election of
directors) and not holding the same or equivalent position in the ultimate
parent entity or, if then a director of Textron, failure to be nominated or
reelected as a director of Textron or removal as such; (ii) relocation of the
executive from the principal office of Textron (excluding reasonable travel on
Textron's business to an extent substantially consistent with 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    the
executive's business obligations) or relocation of the principal office of
Textron to a location which is at least fifty (50) miles from Textron's current
headquarters, provided, however, if the executive at the time of the relocation
is not located at the principal office, such relocation provision shall apply
based on his then location; (iii) a reduction by Textron in the executive's base
salary; (iv) a reduction in the executive's aggregate level of participation in
any of Textron's short and/or long-term incentive compensation plans, or
employee benefit or retirement plans, policies, practices, or arrangements in
which the executive participated as of August 1, 2008, or, after a change in
control, participated immediately prior to the change in control; (v) the
failure of Textron to obtain and deliver to the executive a satisfactory written
agreement from any successor to Textron to assume and agree to perform the
obligations set forth in this letter; or (vi) any other material breach by
Textron of this letter.

    


    CHANGE IN
CONTROL

     

    A Change
in Control of Textron Inc. (the “Company”) shall be deemed to have occurred as
of the first day any one or more of the following conditions shall have been
satisfied:

    


    
      	
               
      

            	
              (a)

            	
              Any
      "person" or "group" (within the meaning of Section 13(d) and 14(d)(2) of
      the Securities Exchange Act of 1934, as amended (the "Exchange Act"))
      other than the Company, any trustee or other fiduciary holding Company
      common stock under an employee benefit plan of the Company or a related
      company, or any corporation which is owned, directly or indirectly, by the
      stockholders of the Company in substantially the same proportions as their
      ownership of the Company's common stock, is or becomes the beneficial
      owner (as defined in Rule 13d-3 under the Exchange Act) of more than
      thirty percent (30%) of the then outstanding voting
  stock;

            


    

    


    
      	
               
      

            	
              (b)

            	
              During
      any period of two (2) consecutive years, individuals who at the beginning
      of such period constitute the Board and any new director whose election by
      the Board or nomination for election by the Company's stockholders was
      approved by a vote of at least two-thirds of the directors then still in
      office who either were directors at the beginning of the two year period
      or whose election or nomination for election was previously so approved,
      cease for any reason to constitute at least a majority of the
      Board;

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      consummation of a merger or consolidation of the Company with any other
      corporation, other than a merger or consolidation which would result in
      the voting securities of the Company outstanding immediately prior thereto
      continuing to represent (either by remaining outstanding or being
      converted into voting securities of the surviving entity) more than fifty
      percent (50%) of the combined voting securities of the Company or such
      surviving entity outstanding immediately after such merger or
      consolidation; or

            


    

    


    
      	
               
      

            	
              (d)

            	
              The
      approval of the stockholders of the Company of a plan of complete
      liquidation of the Company or an agreement for the sale or disposition by
      the Company of all or substantially all of its
  assets.