OR AN AGREEMENT
FOR THE SALE OR DISPOSITION BY COMPANY OF ALL OR SUBSTANTIALLY ALL OF COMPANY'S
ASSETS;
(D)
A SALE OF MORE THAN 50% OF THE ASSETS OF THE COMPANY.
6.4
"CODE" .
THE INTERNAL REVENUE CODE OF 1986, AS IT MAY BE AMENDED
FROM TIME TO TIME.
6.5
"CONFIDENTIAL INFORMATION" .
ALL TECHNICAL, BUSINESS, AND OTHER
INFORMATION RELATING TO THE BUSINESS OF THE COMPANY OR ITS SUBSIDIARIES OR
AFFILIATES, INCLUDING, WITHOUT LIMITATION, TECHNICAL OR NONTECHNICAL DATA,
FORMULAE, COMPILATIONS, PROGRAMS, DEVICES, METHODS, TECHNIQUES, PROCESSES,
FINANCIAL DATA, FINANCIAL PLANS, PRODUCT PLANS, AND LISTS OF ACTUAL OR POTENTIAL
CUSTOMERS OR SUPPLIERS, WHICH (I) DERIVES ECONOMIC VALUE, ACTUAL OR POTENTIAL,
FROM NOT BEING GENERALLY KNOWN TO, AND NOT BEING READILY ASCERTAINABLE BY PROPER
MEANS BY, OTHER PERSONS, AND (II) IS THE SUBJECT OF EFFORTS THAT ARE REASONABLE
UNDER THE CIRCUMSTANCES TO MAINTAIN ITS SECRECY OR CONFIDENTIALITY.
SUCH
INFORMATION AND COMPILATIONS OF INFORMATION SHALL BE CONTRACTUALLY SUBJECT TO
PROTECTION UNDER THIS AGREEMENT WHETHER OR NOT SUCH INFORMATION CONSTITUTES A
TRADE SECRET AND IS SEPARATELY PROTECTABLE AT LAW OR IN EQUITY AS A TRADE
SECRET.
CONFIDENTIAL INFORMATION DOES NOT INCLUDE CONFIDENTIAL BUSINESS
INFORMATION WHICH DOES NOT CONSTITUTE A TRADE SECRET UNDER APPLICABLE LAW TWO
YEARS AFTER ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT.
6.6
"DISABILITY" OR "DISABLED".
EXECUTIVE'S INABILITY AS A RESULT OF
PHYSICAL OR MENTAL INCAPACITY TO SUBSTANTIALLY PERFORM HIS DUTIES FOR THE
COMPANY ON A FULL-TIME BASIS FOR A PERIOD OF SIX (6) MONTHS.
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6.7
"GOOD REASON".
A "GOOD REASON" FOR TERMINATION BY EXECUTIVE OF
EXECUTIVE'S EMPLOYMENT SHALL MEAN THE OCCURRENCE DURING THE TERM
(WITHOUT THE
EXECUTIVE'S EXPRESS WRITTEN CONSENT) OF ANY ONE OF THE FOLLOWING ACTS BY THE
COMPANY, OR FAILURES BY THE COMPANY TO ACT, AND SUCH ACT OR FAILURE TO ACT HAS
NOT BEEN CORRECTED WITHIN THIRTY (30) DAYS AFTER WRITTEN NOTICE OF SUCH ACT OR
FAILURE TO ACT IS GIVEN BY EXECUTIVE TO THE COMPANY:
(I)
A MATERIAL ADVERSE CHANGE IN THE NATURE OR STATUS OF EXECUTIVE'S
JOB RESPONSIBILITIES FROM THOSE SET FORTH IN SECTION 2(A) ABOVE, EXCEPT IN
CONNECTION WITH (A) A JOB CHANGE OF EXECUTIVE THAT IS NECESSITATED BY CHANGES IN
THE OPERATION OF THE BUSINESS; OR (B) A PERFORMANCE-RELATED JOB CHANGE OF
EXECUTIVE THAT THE COMPANY DEEMS NECESSARY TO THE OPERATION OF THE BUSINESS;
PROVIDED, HOWEVER, THAT IT SHALL NOT CONSTITUTE A GOOD REASON FOR TERMINATION BY
EXECUTIVE NOR A BREACH OF THIS AGREEMENT FOR THE COMPANY TO PROMOTE OR HIRE A
REPLACEMENT FOR EXECUTIVE DURING THE TERM FOR PURPOSES
OF PROVIDING A
TRANSITION OF ALL OR PART OF EXECUTIVE'S DUTIES AND RESPONSIBILITIES SO LONG AS
THE COMPANY CONTINUES TO PROVIDE EXECUTIVE WITH THE COMPENSATION AND BENEFITS
SET FORTH IN SECTION 3;
(II)
THE RELOCATION OF THE COMPANY'S PRINCIPAL EXECUTIVE OFFICES TO A
LOCATION MORE THAN FIFTY (50) MILES FROM PORTLAND, OREGON OR THE COMPANY'S
REQUIRING EXECUTIVE TO BE BASED ANYWHERE OTHER THAN THE COMPANY'S PRINCIPAL
EXECUTIVE OFFICES, EXCEPT FOR REASONABLY REQUIRED TRAVEL ON THE COMPANY'S
BUSINESS;
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(III)
A REDUCTION BY