IF
APPLICABLE.
SECTION 7
LOCATION OF EXECUTIVE'S ACTIVITIES
7.01.
PRINCIPAL PLACE OF BUSINESS.
EXECUTIVE'S PRINCIPAL PLACE OF
BUSINESS IN THE PERFORMANCE OF HIS DUTIES AND OBLIGATIONS UNDER THIS AGREEMENT
SHALL BE IN THE NEW YORK METROPOLITAN AREA, WHICH INCLUDES SECAUCUS, NEW JERSEY.
FOR SO LONG AS EMPLOYER'S HEADQUARTERS ARE LOCATED IN THE NEW YORK CITY
METROPOLITAN AREA, EXECUTIVE'S PRINCIPAL PLACE OF BUSINESS SHALL BE LOCATED AT
SUCH HEADQUARTERS.
7.02.
TRAVEL.
NOTWITHSTANDING THE PROVISIONS OF SECTION 7.01, EXECUTIVE
WILL ENGAGE IN SUCH TRAVEL AND SPEND TIME IN OTHER PLACES AS MAY BE NECESSARY OR
APPROPRIATE IN FURTHERANCE OF HIS DUTIES HEREUNDER.
6
SECTION 8
CHANGE IN CONTROL
8.01.
EFFECT OF CHANGE IN CONTROL.
IF A CHANGE IN CONTROL (AS
HEREINAFTER DEFINED) SHALL OCCUR AND IF EXECUTIVE IS TERMINATED BY EMPLOYER OR
EXECUTIVE FOR ANY REASON, ALL OUTSTANDING STOCK OPTIONS UNDER THE STOCK OPTION
PLAN SHALL IMMEDIATELY VEST AND EXECUTIVE SHALL BE ENTITLED TO ALL THE PAYMENTS
IN SECTION 6.01.
As used in this Agreement, "Change in Control" means the occurrence during the
Term of any of the following events:
(I)
THE SALE TO ANY PURCHASER OF (A) ALL OR SUBSTANTIALLY ALL OF THE
ASSETS OF THE EMPLOYER OR (B) CAPITAL STOCK REPRESENTING MORE THAN 50% OF THE
STOCK OF THE EMPLOYER ENTITLED TO VOTE GENERALLY IN THE ELECTION OF DIRECTORS OF
THE EMPLOYER; OR
(II)
THE MERGER OR CONSOLIDATION OF THE EMPLOYER WITH ANOTHER
CORPORATION IF, IMMEDIATELY AFTER SUCH MERGER OR CONSOLIDATION, LESS THAN A
MAJORITY OF THE COMBINED VOTING POWER OF THE THEN-OUTSTANDING SECURITIES
ENTITLED TO VOTE GENERALLY IN THE ELECTION OF DIRECTORS OF THE SURVIVING OR
RESULTING CORPORATION IN SUCH MERGER OR CONSOLIDATION IS HELD, DIRECTLY OR
INDIRECTLY, IN THE AGGREGATE BY THE HOLDERS IMMEDIATELY PRIOR TO SUCH
TRANSACTION OF THE OUTSTANDING SECURITIES OF THE EMPLOYER; OR
(III)
THERE IS A REPORT FILED ON SCHEDULE 13D OR SCHEDULE 14D-1 (OR ANY
SUCCESSOR SCHEDULE, FORM, OR REPORT OR ITEM THEREIN), EACH PROMULGATED PURSUANT
TO THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"),
DISCLOSING THAT ANY PERSON (AS THE TERM "PERSON" IS USED IN SECTION 13(D)(3) OR
SECTION 14(D) (2) OF THE EXCHANGE ACT) HAS BECOME THE BENEFICIAL OWNER (AS THE
TERM "BENEFICIAL OWNER" IS DEFINED UNDER RULE 13D-3 OR ANY SUCCESSOR RULE OR
REGULATION PROMULGATED UNDER THE EXCHANGE ACT) OF SECURITIES REPRESENTING 50% OR
MORE OF THE COMBINED VOTING POWER OF THE VOTING STOCK OF EMPLOYER; OR
(IV)
EMPLOYER FILES A REPORT OR PROXY STATEMENT WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO THE EXCHANGE ACT DISCLOSING IN RESPONSE TO FORM
8-K OR SCHEDULE 14A (OR ANY SUCCESSOR SCHEDULE, FORM, OR REPORT OR ITEM THEREIN)
THAT A CHANGE IN CONTROL OF EMPLOYER HAS OCCURRED OR WILL OCCUR IN THE FUTURE
PURSUANT TO ANY THEN EXISTING CONTRACT OR TRANSACTION.
7
SECTION 9
EXCLUSIVITY OF SERVICES, CONFIDENTIAL
INFORMATION AND RESTRICTIVE COVENANTS
9.01.
EXCLUSIVITY OF SERVICES; USE OF NAME.
DURING THE EMPLOYMENT PERIOD
AND CONTINUING THROUGH THE FIRST ANNIVERSARY OF THE DATE IN WHICH EXECUTIVE
CEASES TO BE