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RESPECTIVE PROPORTIONS AS SUCH PERSONS' OWNERSHIP OF THE COMMON STOCK AND VOTING
SECURITIES OF THE COMPANY IMMEDIATELY BEFORE THE REORGANIZATION TRANSACTION.
1.19.
"DISABILITY" MEANS (I) IF EXECUTIVE IS COVERED BY A DISABILITY
INCOME PLAN OF THE COMPANY, "DISABILITY" AS DEFINED FOR PURPOSES OF SUCH PLAN,
OR (II) IF EXECUTIVE IS NOT COVERED BY A DISABILITY INCOME PLAN OF THE COMPANY,
A PHYSICAL OR MENTAL IMPAIRMENT THAT IN THE MEDICAL JUDGMENT OF A PHYSICIAN
ACCEPTABLE TO EXECUTIVE HAS LASTED OR IS EXPECTED TO LAST FOR AT LEAST SIX
MONTHS AND RENDERS THE EXECUTIVE INCAPABLE, WITH OR WITHOUT ACCOMMODATION, OF
PERFORMING THE MATERIAL DUTIES OF HIS EMPLOYMENT WITH THE COMPANY.
1.20.
"EXCHANGE ACT" MEANS THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
1.21.
"GOOD REASON" MEANS THE OCCURRENCE OF ANY ONE OR MORE OF THE
FOLLOWING ACTIONS OR OMISSIONS:
(A)
ANY MATERIAL ADVERSE CHANGE IN THE TITLE, DUTIES, AND REPORTING
CHAIN OF EXECUTIVE AS IN EFFECT ON THE AGREEMENT DATE OR, AFTER A CHANGE OF
CONTROL, AS REQUIRED BY SECTION 2.1;
(B)
ANY MATERIAL REDUCTION IN BASE SALARY OR BONUS OPPORTUNITY AS IN
EFFECT ON THE AGREEMENT DATE OR, AFTER A CHANGE OF CONTROL, AS REQUIRED BY
SECTION 2.2;
(C)
REQUIRING EXECUTIVE WITHOUT HIS CONSENT TO BE BASED AT ANY OFFICE
OR LOCATION MORE THAN 35 MILES FROM EXECUTIVE'S BUSINESS OFFICE OR LOCATION AS
OF THE AGREEMENT DATE OR, AFTER A CHANGE OF CONTROL, AS OF THE CHANGE OF CONTROL
DATE; AND
(D)
ANY OTHER MATERIAL BREACH OF THIS AGREEMENT BY THE COMPANY.
1.22.
"INCLUDING" MEANS INCLUDING WITHOUT LIMITATION.
1.23.
"INCUMBENT DIRECTORS" MEANS, AS OF ANY SPECIFIED BASELINE DATE,
INDIVIDUALS THEN SERVING AS MEMBERS OF THE BOARD WHO WERE MEMBERS OF THE BOARD
AS OF THE DATE IMMEDIATELY PRECEDING SUCH BASELINE DATE; PROVIDED THAT ANY
SUBSEQUENTLY-APPOINTED OR ELECTED MEMBER OF THE BOARD WHOSE ELECTION, OR
NOMINATION FOR ELECTION, BY STOCKHOLDERS OF THE COMPANY OR THE SURVIVING
CORPORATION, AS APPLICABLE, WAS APPROVED BY A VOTE OR WRITTEN CONSENT OF AT
LEAST A MAJORITY OF THE DIRECTORS THEN COMPRISING THE INCUMBENT DIRECTORS SHALL
ALSO THEREAFTER BE CONSIDERED AN INCUMBENT DIRECTOR.
1.24.
"NOTICE OF TERMINATION" MEANS A WRITTEN NOTICE CONTAINING (I) THE
SPECIFIC TERMINATION PROVISION IN THIS AGREEMENT RELIED UPON BY THE PARTY GIVING
SUCH NOTICE, (II) IN REASONABLE DETAIL THE SPECIFIC FACTS AND CIRCUMSTANCES
CLAIMED TO PROVIDE A BASIS FOR SUCH TERMINATION OF EMPLOYMENT, AND (III) IF THE
TERMINATION DATE IS OTHER THAN THE DATE OF RECEIPT OF SUCH NOTICE OF
TERMINATION, THE TERMINATION DATE.
1.25.
"PERFORMANCE PERIOD" MEANS EACH PERIOD OF TIME DESIGNATED IN
ACCORDANCE WITH ANY BONUS PLAN, OR IN THE ABSENCE OF SUCH BONUS PLAN OR ANY SUCH
DESIGNATED PERIOD OF TIME, EACH CALENDAR YEAR.
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1.26.
"PERSON" MEANS ANY INDIVIDUAL, SOLE PROPRIETORSHIP, PARTNERSHIP,
JOINT VENTURE, LIMITED LIABILITY COMPANY, TRUST, UNINCORPORATED ORGANIZATION,
ASSOCIATION, CORPORATION, INSTITUTION, PUBLIC BENEFIT CORPORATION, ENTITY OR
GOVERNMENT INSTRUMENTALITY, DIVISION, AGENCY, BODY OR DEPARTMENT.
1.27.
"PLANS" MEANS PLANS, PROGRAMS, POLICIES, PRACTICES OR PROCEDURES OF
THE COMPANY.
1.28.
"POST-CHANGE EMPLOYMENT PERIOD" MEANS THE PERIOD COMMENCING ON