Termination shall mean the termination of the service of any
individual which occurs by reason of:
A.
SUCH INDIVIDUAL'S INVOLUNTARY DISMISSAL OR DISCHARGE BY THE
CORPORATION FOR REASONS OTHER THAN MISCONDUCT, OR
B.
SUCH INDIVIDUAL'S VOLUNTARY RESIGNATION FOLLOWING (I) A CHANGE IN
HIS OR HER POSITION WITH THE CORPORATION WHICH MATERIALLY REDUCES HIS OR HER
LEVEL OF RESPONSIBILITY, (II) A MATERIAL REDUCTION IN HIS OR HER LEVEL OF
COMPENSATION (INCLUDING BASE SALARY, FRINGE BENEFITS AND PARTICIPATION IN BONUS
OR INCENTIVE PROGRAMS) OR (III) A RELOCATION OF SUCH INDIVIDUAL'S PLACE OF
EMPLOYMENT BY MORE THAN FIFTY (50) MILES, PROVIDED AND ONLY IF SUCH CHANGE,
REDUCTION OR RELOCATION IS EFFECTED BY THE CORPORATION WITHOUT THE INDIVIDUAL'S
CONSENT.
Misconduct shall mean the commission of any material act of fraud, embezzlement
or dishonesty by an individual, any material unauthorized use or disclosure by
such person of confidential information or trade secrets of the Corporation (or
any Parent or Subsidiary), or any other
3
intentional material misconduct by such person adversely affecting the business
or affairs of the Corporation (or any Parent or Subsidiary).
Change in Control shall mean:
A.
THE CONSUMMATION OF A MERGER OR CONSOLIDATION OF THE CORPORATION
WITH OR INTO ANOTHER ENTITY OR ANY OTHER CORPORATE REORGANIZATION, IF PERSONS
WHO WERE NOT STOCKHOLDERS OF THE CORPORATION IMMEDIATELY PRIOR TO SUCH MERGER,
CONSOLIDATION OR OTHER REORGANIZATION OWN IMMEDIATELY AFTER SUCH MERGER,
CONSOLIDATION OR OTHER REORGANIZATION 50% OR MORE OF THE VOTING POWER OF THE
OUTSTANDING SECURITIES OF EACH OF (I) THE CONTINUING OR SURVIVING ENTITY AND
(II) ANY DIRECT OR INDIRECT PARENT CORPORATION OF SUCH CONTINUING OR SURVIVING
ENTITY;
B.
THE SALE, TRANSFER OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY
ALL OF THE CORPORATION'S ASSETS;
C.
A CHANGE IN THE COMPOSITION OF THE BOARD, AS A RESULT OF WHICH
FEWER THAN 50% OF THE INCUMBENT DIRECTORS ARE DIRECTORS WHO EITHER:
(I)
HAD BEEN DIRECTORS OF THE CORPORATION ON
THE DATE 24 MONTHS PRIOR TO THE DATE OF SUCH CHANGE IN THE COMPOSITION OF THE
BOARD (THE "ORIGINAL DIRECTORS") OR
(II)
WERE APPOINTED TO THE BOARD, OR NOMINATED
FOR ELECTION TO THE BOARD, WITH THE AFFIRMATIVE VOTES OF AT LEAST A MAJORITY OF
THE AGGREGATE OF (A) THE ORIGINAL DIRECTORS WHO WERE IN OFFICE AT THE TIME OF
THEIR APPOINTMENT OR NOMINATION AND (B) THE DIRECTORS WHOSE APPOINTMENT OR
NOMINATION WAS PREVIOUSLY APPROVED IN A MANNER CONSISTENT WITH THIS CLAUSE (II);
OR
D.
ANY TRANSACTION AS A RESULT OF WHICH ANY PERSON IS THE "BENEFICIAL
OWNER" (AS DEFINED IN RULE 13D-3 UNDER THE EXCHANGE ACT), DIRECTLY OR
INDIRECTLY, OF SECURITIES OF THE CORPORATION REPRESENTING AT LEAST 50% OF THE
TOTAL VOTING POWER REPRESENTED BY THE CORPORATION'S THEN OUTSTANDING VOTING
SECURITIES.
FOR PURPOSES OF THIS PARAGRAPH (D), THE TERM "PERSON" SHALL HAVE
THE SAME MEANING AS WHEN USED IN SECTIONS 13(D) AND 14(D) OF THE EXCHANGE ACT
BUT SHALL EXCLUDE (I) A TRUSTEE OR OTHER FIDUCIARY HOLDING SECURITIES UNDER AN
EMPLOYEE BENEFIT PLAN OF THE CORPORATION OR OF A PARENT OR SUBSIDIARY AND (II)