TO BE VOTED AS A SINGLE CLASS; PROVIDED,
HOWEVER, THAT SUCH ACQUISITION SHALL NOT CONSTITUTE A CHANGE OF CONTROL FOR
PURPOSES OF THIS AGREEMENT IF PRIOR TO SUCH ACQUISITION A RESOLUTION DECLARING
THAT THE ACQUISITION SHALL NOT CONSTITUTE A CHANGE OF CONTROL IS ADOPTED BY THE
BOARD WITH THE SUPPORT OF A MAJORITY OF THE BOARD MEMBERS WHO EITHER WERE
MEMBERS OF THE BOARD FOR AT LEAST TWO YEARS PRIOR TO THE DATE OF THE VOTE ON
SUCH RESOLUTION OR WERE NOMINATED FOR ELECTION
8
TO THE BOARD BY AT LEAST TWO-THIRDS OF THE DIRECTORS THEN STILL IN OFFICE WHO
WERE MEMBERS OF THE BOARD AT LEAST TWO YEARS PRIOR TO THE DATE OF THE VOTE ON
SUCH RESOLUTION; AND PROVIDED FURTHER, THAT NEITHER THE COMPANY, NOR ANY PERSON
WHO AS OF THE DATE HEREOF WAS A DIRECTOR OR OFFICER OF THE COMPANY, 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 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 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 MATERIAL 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 2 HEREIN, (C) 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
PLANS OR (D) 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; PROVIDED, HOWEVER, IN THE CASE OF (A), (C) AND (D) ABOVE, 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.
SECTION 11.
AUTHORITY. EXECUTIVE REPRESENTS AND WARRANTS THAT HE HAS THE
ABILITY TO ENTER INTO THIS AGREEMENT AND PERFORM ALL OBLIGATIONS HEREUNDER, AND
THAT THERE ARE NO RESTRICTIONS ON EXECUTIVE