COMPANY OTHER
THAN FOR "CAUSE" (AS DEFINED IN PARAGRAPH 7.3 HEREOF) WITHIN ONE YEAR SUBSEQUENT
TO A CHANGE OF CONTROL OR IF THE EXECUTIVE VOLUNTARILY TERMINATES SUCH
EMPLOYMENT WITHIN ONE YEAR SUBSEQUENT TO A CHANGE OF CONTROL FOR ANY REASON
(WHETHER OR NOT GOOD REASON) (THE "EVALUATION PERIOD"), THEN IN EITHER SUCH
EVENT, THE EXECUTIVE SHALL BE ENTITLED TO THE PAYMENTS AND BENEFITS OF PARAGRAPH
7.5 AS IF THE TERMINATION HAD OCCURRED UNDER PARAGRAPHS 7.4(A) OR 7.4(B).
(B)
[INTENTIONALLY OMITTED.]
(C)
THE COMPANY SHALL PAY OR REIMBURSE THE EXECUTIVE FOR ALL FEES AND
DISBURSEMENTS OF COUNSEL, IF ANY, INCURRED BY THE EXECUTIVE AS A RESULT OF THE
TERMINATION OF HIS EMPLOYMENT BY THE COMPANY OR HIS VOLUNTARY TERMINATION OF
SUCH EMPLOYMENT DURING THE EVALUATION PERIOD FOLLOWING A CHANGE OF CONTROL
(INCLUDING, WITHOUT LIMITATION, THOSE WHICH MAY BE INCURRED BY THE EXECUTIVE IN
SEEKING TO OBTAIN OR ENFORCE ANY RIGHT OR BENEFIT PROVIDED BY THIS AGREEMENT),
SUBJECT TO COMPLIANCE WITH PARAGRAPH 8 HEREOF.
(D)
THE EXECUTIVE SHALL BE UNDER NO OBLIGATION TO MITIGATE THE AMOUNT
OF ANY PAYMENT PROVIDED FOR UNDER THIS PARAGRAPH 7.7 BY SEEKING OTHER EMPLOYMENT
OR OTHERWISE NOR SHALL SUCH AMOUNT BE OFFSET BY ANY COMPENSATION WHICH THE
EXECUTIVE MAY RECEIVE FROM FUTURE EMPLOYMENT OR OTHERWISE.
(E)
FOR PURPOSES OF THIS AGREEMENT, A "CHANGE IN CONTROL" WITH RESPECT
TO THE COMPANY SHALL BE DEEMED TO HAVE TAKEN PLACE IF, AT ANY TIME DURING THE
EMPLOYMENT TERM, ANY OF THE FOLLOWING EVENTS OCCUR:
(1)
ANY PERSON, ENTITY OR GROUP, AS THOSE TERMS ARE USED IN
SECTION 13(D) AND SECTION 14(D)(2) OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED (THE "EXCHANGE ACT'), BECOMES, IS DISCOVERED TO BE, OR FILES A REPORT ON
SCHEDULE 13D OR 14D-1 (OR ANY SUCCESSOR SCHEDULE, FORM OR REPORT) DISCLOSING
THAT SUCH PERSON, ENTITY OR GROUP IS, A BENEFICIAL OWNER (AS DEFINED IN RULE 13D
1 UNDER THE EXCHANGE ACT OR ANY SUCCESSOR RULE OR REGULATION), DIRECTLY OR
INDIRECTLY, OF SECURITIES OF THE COMPANY REPRESENTING 25% OR MORE OF THE
COMBINED VOTING POWER OF THE COMPANY'S THEN OUTSTANDING SECURITIES ENTITLED TO
VOTE GENERALLY IN THE ELECTION OF DIRECTORS;
(2)
INDIVIDUALS WHO, AS OF APRIL 1, 2006, CONSTITUTE THE BOARD OF
DIRECTORS OF THE COMPANY CEASE FOR ANY REASON TO CONSTITUTE AT LEAST A MAJORITY
OF THE BOARD OF DIRECTORS OF THE COMPANY, UNLESS ANY SUCH CHANGE IS APPROVED BY
A VOTE OF AT LEAST 80% OF THE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY
(INCLUDING EXECUTIVE) IN OFFICE IMMEDIATELY PRIOR TO SUCH CESSATION;
(3)
THE COMPANY IS MERGED, CONSOLIDATED OR REORGANIZED INTO OR WITH
ANOTHER CORPORATION OR OTHER LEGAL PERSON, OR SECURITIES OF THE COMPANY ARE
EXCHANGED FOR
13
SECURITIES OF ANOTHER CORPORATION OR OTHER LEGAL PERSON, AND IMMEDIATELY AFTER
SUCH MERGER, CONSOLIDATION, REORGANIZATION OR EXCHANGE LESS THAN A MAJORITY OF
THE COMBINED VOTING POWER OF THE THEN OUTSTANDING SECURITIES OF SUCH CORPORATION
OR PERSON IMMEDIATELY AFTER SUCH TRANSACTION ARE HELD, DIRECTLY OR INDIRECTLY,
IN THE AGGREGATE BY THE HOLDERS OF SECURITIES