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
    
    a Person or Group other than a trustee or other fiduciary of securities held under an
employee benefit plan of the Company
or any of its subsidiaries, is or becomes a Beneficial Owner, directly or indirectly, of stock
of the Company representing 20% or more of the total voting power of the Companys then
outstanding stock and securities; provided, however, that for




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purposes of this
subsection (a), 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 clause (i) of section (c) of this section;
 
    
    individuals who, as of the date hereof, constitute the Board (the
Incumbent Board), cease for any reason to constitute a majority
thereof; provided, however, that any individual becoming a
director whose election, or nomination for election by the
Companys stockholders, was approved by a vote of at least 60% of
the directors then comprising the Incumbent Board shall be
considered as though such individual was 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 or Group other
than the Board;
    
    there is consummated a merger, consolidation or other corporate
transaction, other than (i) a merger, consolidation or transaction
that would result in the voting securities of the Company
outstanding immediately prior to such merger, consolidation or
transaction continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity or any parent thereof) at least 66-2/3% of the
combined voting power of the stock and securities of the Company
or such surviving entity or any parent thereof outstanding
immediately after such merger, consolidation or transaction, or
(ii) a merger, consolidation or transaction effected to implement
a recapitalization of the Company (or similar transaction) in
which no Person or Group is or becomes the Beneficial Owner,
directly or indirectly, of stock and securities of the Company
representing more than 20% of the combined voting power of the
Companys then outstanding stock and securities;
    
    the sale or disposition by the Company of all or substantially all
of the Companys assets other than a sale or disposition by the
Company of all or substantially all of the assets to an entity at
least 66-2/3% of the combined voting power of the stock and
securities of which is owned by Persons in substantially the same
proportions as their ownership of the Companys voting stock
immediately prior to such sale; or
    
    the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company.




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provided however




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PerformanceEarnings Per Share
    
    
    
    Level of
    
    ShareCompounded Annually
    
    Total Growth Rate
    
    Attainment
    
    MultipleLess than 12%
    
    Less than 40.5%
    
    
    
    
    0
    %At least 12%, but less than 15%
    
    At least 40.5% but less than 52.1%
    
    Threshold
    
    
    100
    %At least 15%, but less than 18%
    
    At least 52.1% but less than 64.3%
    
    Target
    
    
    150
    %Equal to or greater than 18%
    
    64.3% or greater
    
    Maximum
    
    
    200
    %




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