TERMINATION BY THE PARTICIPATING COMPANY
GROUP OF THE PARTICIPANT'S SERVICE FOR ANY REASON OTHER THAN FOR CAUSE (AS
DEFINED BELOW); OR
7
(II)
THE PARTICIPANT'S RESIGNATION FOR GOOD
REASON (AS DEFINED BELOW) FROM ALL CAPACITIES IN WHICH THE PARTICIPANT IS THEN
RENDERING SERVICE WITHIN A REASONABLE PERIOD OF TIME FOLLOWING THE EVENT
CONSTITUTING GOOD REASON.
(III)
NOTWITHSTANDING ANY PROVISION HEREIN TO THE
CONTRARY, TERMINATION AFTER CHANGE IN CONTROL SHALL NOT INCLUDE ANY TERMINATION
OF THE PARTICIPANT'S SERVICE WHICH (1) IS FOR CAUSE (AS DEFINED BELOW); (2) IS A
RESULT OF THE PARTICIPANT'S NORMAL RETIREMENT, EARLY RETIREMENT, DEATH OR
DISABILITY; (3) IS A RESULT OF THE PARTICIPANT'S VOLUNTARY TERMINATION OF
SERVICE OTHER THAN FOR GOOD REASON; OR (4) OCCURS PRIOR TO THE EFFECTIVENESS OF
A CHANGE IN CONTROL.
(B)
"CAUSE" SHALL MEAN ANY OF THE FOLLOWING:
(I) THE PARTICIPANT'S CONVICTION OF A FELONY; (II) THE PARTICIPANT'S MATERIAL
ACT OF FRAUD, DISHONESTY OR OTHER MALFEASANCE; OR (III) THE PARTICIPANT'S
WILLFUL, IMPROPER DISCLOSURE OF A PARTICIPATING COMPANY'S CONFIDENTIAL OR
PROPRIETARY INFORMATION.
(C)
"GOOD REASON" SHALL MEAN ANY ONE OR MORE OF
THE FOLLOWING:
(I)
WITHOUT THE PARTICIPANT'S EXPRESS
WRITTEN CONSENT, THE ASSIGNMENT TO THE PARTICIPANT OF ANY DUTIES, OR ANY
LIMITATION OF THE PARTICIPANT'S RESPONSIBILITIES, SUBSTANTIALLY INCONSISTENT
WITH THE PARTICIPANT'S POSITIONS, DUTIES, RESPONSIBILITIES AND STATUS WITH THE
PARTICIPATING COMPANY GROUP IMMEDIATELY PRIOR TO THE DATE OF THE CHANGE IN
CONTROL;
(II)
WITHOUT THE PARTICIPANT'S EXPRESS WRITTEN
CONSENT, THE RELOCATION BY MORE THAN 35 MILES OF THE PRINCIPAL PLACE OF THE
PARTICIPANT'S SERVICE IMMEDIATELY PRIOR TO THE DATE OF THE CHANGE IN CONTROL, OR
THE IMPOSITION OF TRAVEL REQUIREMENTS SUBSTANTIALLY MORE DEMANDING OF THE
PARTICIPANT THAN SUCH TRAVEL REQUIREMENTS EXISTING IMMEDIATELY PRIOR TO THE DATE
OF THE CHANGE IN CONTROL;
(III)
ANY FAILURE BY THE PARTICIPATING COMPANY
GROUP TO PAY, OR ANY MATERIAL REDUCTION BY THE PARTICIPATING COMPANY GROUP OF,
(1) THE PARTICIPANT'S BASE SALARY IN EFFECT IMMEDIATELY PRIOR TO THE DATE OF THE
CHANGE IN CONTROL (UNLESS REDUCTIONS COMPARABLE IN AMOUNT, OR PERCENTAGE, AND
DURATION ARE CONCURRENTLY MADE FOR ALL OTHER EMPLOYEES OF THE PARTICIPATING
COMPANY GROUP WITH RESPONSIBILITIES, ORGANIZATIONAL LEVEL AND TITLE COMPARABLE
TO THE PARTICIPANT'S), OR (2) THE PARTICIPANT'S BONUS COMPENSATION, IF ANY, IN
EFFECT IMMEDIATELY PRIOR TO THE DATE OF THE CHANGE IN CONTROL (SUBJECT TO
APPLICABLE PERFORMANCE REQUIREMENTS WITH RESPECT TO THE ACTUAL AMOUNT OF BONUS
COMPENSATION EARNED BY THE PARTICIPANT); OR
(IV)
ANY FAILURE BY THE PARTICIPATING COMPANY GROUP
TO (1) CONTINUE TO PROVIDE THE PARTICIPANT WITH THE OPPORTUNITY TO PARTICIPATE,
ON TERMS NO LESS FAVORABLE THAN THOSE IN EFFECT FOR THE BENEFIT OF ANY EMPLOYEE
OR SERVICE PROVIDER GROUP WHICH CUSTOMARILY INCLUDES A PERSON HOLDING THE
EMPLOYMENT OR SERVICE PROVIDER POSITION OR A COMPARABLE POSITION WITH THE
PARTICIPATING COMPANY GROUP THEN HELD BY THE PARTICIPANT, IN ANY BENEFIT OR
COMPENSATION PLANS AND PROGRAMS, INCLUDING, BUT NOT LIMITED TO, THE
PARTICIPATING COMPANY GROUP'S LIFE, DISABILITY, HEALTH, DENTAL, MEDICAL,
SAVINGS, PROFIT SHARING, STOCK PURCHASE AND RETIREMENT PLANS, IF ANY, IN WHICH
THE PARTICIPANT WAS PARTICIPATING IMMEDIATELY PRIOR TO