nor any trustee or other
fiduciary holding securities under an employee benefit plan of the Company, nor
any corporation owned, directly or indirectly, by the shareholders of the
Company in the substantially the same proportions as their ownership of shares
of the Company shall be deemed to be an "acquirer" for purposes of this Section.
(b)
the election during any two-year period to a
majority of the seats on the Board of Directors of the Company of individuals
who were not members of the
8
Board at the beginning of such period unless such additional or replacement
directors were approved by at least 80% of the continuing directors.
(c)
shareholder approval of a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets.
(II)
"GOOD REASON" SHALL MEAN THE OCCURRENCE OF
(A) A BREACH OF THIS AGREEMENT BY THE COMPANY, (B) THE ASSIGNMENT TO THE
EXECUTIVE OF DUTIES INCONSISTENT WITH HIS POSITION AS DESCRIBED IN SECTION 2
HEREIN, OR ANY SIGNIFICANT ADVERSE ALTERATION IN THE STATUS OR CONDITIONS OF THE
EXECUTIVE'S EMPLOYMENT OR IN THE NATURE OF THE EXECUTIVE'S RESPONSIBILITIES AS
DESCRIBED IN SECTION HEREIN, (C) THE FAILURE OF THE COMPANY TO MAINTAIN
DIRECTORS' AND OFFICERS' INSURANCE AT AN AGGREGATE AMOUNT AT LEAST EQUAL TO THE
LEVEL PROVIDED AS OF THE DATE HEREOF OR (D) THE FAILURE OF THE COMPANY TO
CONTINUE TO PROVIDE EXECUTIVE WITH BENEFITS SUBSTANTIALLY SIMILAR TO THOSE
DESCRIBED IN THIS AGREEMENT OR TO CONTINUE IN EFFECT ANY BENEFIT OR STOCK OPTION
PLAN WHICH IS MATERIAL TO THE EXECUTIVE'S COMPENSATION, INCLUDING BUT NOT
LIMITED TO THE 1998 PLAN; PROVIDED, HOWEVER, EXECUTIVE SHALL NOT BE DEEMED TO
HAVE GOOD REASON TO TERMINATE HIS EMPLOYMENT IF THE REASON FOR SUCH TERMINATION
IS REMEDIED PRIOR TO THE DATE OF TERMINATION SPECIFIED IN THE NOTICE OF
TERMINATION PURSUANT TO SECTION 10(D) HEREIN.
9
SECTION 11. RELEASE.
EXECUTIVE FOR HIMSELF AND FOR THE EXECUTORS AND
ADMINISTRATORS OF HIS ESTATE, HIS HEIRS, SUCCESSORS AND ASSIGNS, HEREBY RELEASES
AND FOREVER DISCHARGES THE COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND
STOCKHOLDERS AND THE RESPECTIVE EXECUTORS, ADMINISTRATORS, HEIRS, SUCCESSORS AND
ASSIGNS OF THE FOREGOING, FROM ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION,
SUITS, SUMS OF MONEY, DEBTS, DUES, ACCOUNTS, RECKONINGS, BONDS, BILLS,
COVENANTS, CONTRACTS, CONTROVERSIES, AGREEMENTS, PROMISES, DEMANDS OR DAMAGES OF
ANY NATURE WHATSOEVER OR BY REASON OF ANY MATTER, CAUSE OR THING REGARDLESS OF
WHETHER KNOWN OR UNKNOWN AT PRESENT, WHICH AGAINST THE COMPANY OR ANY OF ITS
OFFICERS, DIRECTORS, EMPLOYEES OR STOCKHOLDERS EXECUTIVE EVER HAD, NOW HAS OR
HEREAFTER CAN, SHALL OR MAY HAVE FOR, UPON, OR BY REASON OF, ANY MATTER, CAUSE
OR THING WHATSOEVER FROM THE BEGINNING OF THE WORLD TO THE DATE HEREOF
INCLUDING, BUT NOT LIMITED TO, ANY MATTER RELATING TO OR ARISING OUT OF THE
EMPLOYMENT OF EXECUTIVE OR TERMINATION THEREOF UNDER ANY CONTRACT, TORT,
FEDERAL, STATE OR LOCAL FAIR EMPLOYMENT PRACTICES OR CIVIL RIGHTS LAW INCLUDING,
BUT NOT