SHALL NO LONGER CONSTITUTE OR BE CAPABLE OF CONSTITUTING GOOD REASON
FOR PURPOSES OF THIS AGREEMENT.
4.
YOU ACKNOWLEDGE THAT YOU HAVE NOT
RELIED ON ANY REPRESENTATION NOT SET FORTH IN THIS AGREEMENT.
YOU REPRESENT
THAT YOU ARE FREE TO ENTER INTO THIS EMPLOYMENT ARRANGEMENT AND THAT YOU ARE NOT
BOUND BY ANY RESTRICTIVE COVENANTS OR SIMILAR PROVISIONS RESTRICTING THE
PERFORMANCE OF YOUR DUTIES HEREUNDER.
5.
IN THE EVENT OF ANY "CHANGE IN
CONTROL," ANY (X) OPTIONS TO PURCHASE COMPANY COMMON STOCK WHICH MAY BE GRANTED
TO YOU BY THE COMPANY FROM TIME TO TIME PURSUANT TO WRITTEN OPTION AGREEMENTS
(INCLUDING BUT NOT LIMITED TO THE SPECIFIED OPTIONS) WHICH HAVE NOT THERETOFORE
EXPIRED OR BEEN TERMINATED, AND (Y) ANY SHARES OF RESTRICTED STOCK WHICH MAY BE
GRANTED TO YOU BY THE COMPANY FROM TIME TO TIME PURSUANT TO A WRITTEN STOCK
BONUS AGREEMENT, SHALL AUTOMATICALLY AND IMMEDIATELY BECOME FULLY VESTED. IT IS
UNDERSTOOD AND AGREED THAT THE COMPANY DOES NOT CURRENTLY ANTICIPATE
RECOMMENDING TO THE COMPENSATION COMMITTEE (I) THAT YOU BE GRANTED ANY OPTIONS
TO PURCHASE COMPANY COMMON STOCK OTHER THAN THE SPECIFIED
3
OPTIONS, NOR (II) THAT YOU BE ISSUED ANY SHARES OF RESTRICTED STOCK PURSUANT TO
A WRITTEN STOCK BONUS AGREEMENT. IT IS FURTHER UNDERSTOOD THAT THE FIRST
SENTENCE OF THIS SECTION 5 IS NOT INTENDED TO COVER NOR IMPLY THE TERMS AND
CONDITIONS OF ANY LONG TERM EQUITY PLAN FOR SENIOR EXECUTIVE OFFICERS WHICH MAY
BE INSTITUTED BY THE COMPANY, INCLUDING BUT NOT LIMITED TO THE EFFECT OF ANY
CHANGE IN CONTROL ON ANY INTERESTS YOU MAY FROM TIME TO TIME HAVE UNDER ANY SUCH
PLAN, IT BEING UNDERSTOOD THAT IN THE EVENT ANY SUCH PLAN IS IN FACT INSTITUTED,
THE COMPLETE TERMS AND CONDITIONS THEREOF SHALL BE SET FORTH IN A SEPARATE
DOCUMENT AND THAT THIS AGREEMENT SHALL HAVE NO IMPACT NOR BEARING ON ANY SUCH
TERMS AND CONDITIONS. FOR PURPOSES HEREOF, THE TERM "CHANGE IN CONTROL" SHALL BE
DEEMED TO OCCUR IF (1) THERE SHALL BE CONSUMMATED (A) ANY CONSOLIDATION, MERGER
OR REORGANIZATION INVOLVING THE COMPANY, UNLESS SUCH CONSOLIDATION, MERGER OR
REORGANIZATION IS A "NON-CONTROL TRANSACTION" (AS DEFINED BELOW) OR (B) ANY
SALE, LEASE, EXCHANGE OR OTHER TRANSFER (IN ONE TRANSACTION OR A SERIES OF
RELATED TRANSACTIONS) OF ALL, OR SUBSTANTIALLY ALL, OF THE ASSETS OF THE
COMPANY, OR (2) THE STOCKHOLDERS OF THE COMPANY SHALL APPROVE ANY PLAN OR
PROPOSAL FOR LIQUIDATION OR DISSOLUTION OF THE COMPANY, OR (3) ANY PERSON (AS
SUCH TERM IS USED IN SECTION 13(D) AND 14(D)(2) OF THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED (THE "EXCHANGE ACT")), SHALL BECOME THE BENEFICIAL OWNER
(WITHIN THE MEANING OF RULE 13D-3 UNDER THE EXCHANGE ACT) OF MORE THAN 50% OF
THE COMBINED VOTING POWER OF THE COMPANY'S THEN OUTSTANDING VOTING SECURITIES
OTHER THAN (A) A PERSON WHO OWNS OR OWNED SHARES OF CLASS B COMMON STOCK OF THE
COMPANY, (B) PURSUANT TO A PLAN OR ARRANGEMENT ENTERED INTO BY SUCH PERSON AND
THE COMPANY, OR (C) PURSUANT TO RECEIPT OF