DIRECTORS, AS THE CASE
MAY BE, OF THE CORPORATION RESULTING FROM SUCH BUSINESS COMBINATION (INCLUDING,
WITHOUT LIMITATION, A CORPORATION WHICH AS A RESULT OF SUCH TRANSACTION OWNS THE
COMPANY OF ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS EITHER DIRECTLY OR
THROUGH ONE OR MORE SUBSIDIARIES) IN SUBSTANTIALLY THE SAME PROPORTIONS AS THEIR
OWNERSHIP, IMMEDIATELY PRIOR TO SUCH BUSINESS COMBINATION OF THE OUTSTANDING
COMPANY COMMON STOCK AND OUTSTANDING COMPANY VOTING SECURITIES, AS THE CASE MAY
BE, (II) NO PERSON (EXCLUDING ANY CORPORATION RESULTING FROM SUCH BUSINESS
COMBINATION OR ANY EMPLOYEE BENEFIT PLAN (OR RELATED TRUST) OF THE COMPANY OR
SUCH CORPORATION RESULTING FROM SUCH BUSINESS COMBINATION) BENEFICIALLY OWNS,
DIRECTLY OR INDIRECTLY, 20% OR MORE OF, RESPECTIVELY, THE THEN OUTSTANDING
SHARES OF COMMON STOCK OF THE CORPORATION RESULTING FROM SUCH BUSINESS
COMBINATION OR THE COMBINED VOTING POWER OF THE THEN OUTSTANDING VOTING
SECURITIES OF SUCH CORPORATION EXCEPT TO THE EXTENT THAT SUCH OWNERSHIP EXISTED
PRIOR TO THE BUSINESS COMBINATION AND (III) AT LEAST A MAJORITY OF THE MEMBERS
OF THE BOARD OF DIRECTORS OF THE CORPORATION RESULTING FROM SUCH BUSINESS
COMBINATION WERE MEMBERS OF THE INCUMBENT BOARD AT THE TIME OF THE EXECUTION OF
THE INITIAL AGREEMENT, OR OF THE ACTION OF THE BOARD, PROVIDING FOR SUCH
BUSINESS COMBINATION; OR
2
(D)
APPROVAL BY THE SHAREHOLDERS OF THE COMPANY
OF A COMPLETE LIQUIDATION OR DISSOLUTION OF THE COMPANY.
3.
EMPLOYMENT PERIOD.
THE COMPANY HEREBY
AGREES TO CONTINUE THE EXECUTIVE IN ITS EMPLOY, AND THE EXECUTIVE HEREBY AGREES
TO REMAIN IN THE EMPLOY OF THE COMPANY SUBJECT TO THE TERMS AND CONDITIONS OF
THIS AGREEMENT, FOR THE PERIOD COMMENCING ON THE EFFECTIVE DATE AND ENDING ON
THE THIRD ANNIVERSARY OF SUCH DATE (THE "EMPLOYMENT PERIOD").
4.
TERMS OF EMPLOYMENT.
(A)
POSITION AND
DUTIES.
(I)
DURING THE EMPLOYMENT PERIOD, (A) THE
EXECUTIVE'S POSITION (INCLUDING STATUS, OFFICES, TITLES AND REPORTING
REQUIREMENTS), AUTHORITY, DUTIES AND RESPONSIBILITIES SHALL BE AT LEAST
COMMENSURATE IN ALL MATERIAL RESPECTS WITH THE MOST SIGNIFICANT OF THOSE HELD,
EXERCISED AND ASSIGNED AT ANY TIME DURING THE 120-DAY PERIOD IMMEDIATELY
PRECEDING THE EFFECTIVE DATE AND (B) THE EXECUTIVE'S SERVICES SHALL BE PERFORMED
AT THE LOCATION WHERE THE EXECUTIVE WAS EMPLOYED IMMEDIATELY PRECEDING THE
EFFECTIVE DATE OR ANY OFFICE OR LOCATION LESS THAN 35 MILES FROM SUCH LOCATION.
(II)
DURING THE EMPLOYMENT PERIOD, AND
EXCLUDING ANY PERIODS OF VACATION AND SICK LEAVE TO WHICH THE EXECUTIVE IS
ENTITLED, THE EXECUTIVE AGREES TO DEVOTE REASONABLE ATTENTION AND TIME DURING
NORMAL BUSINESS HOURS TO THE BUSINESS AND AFFAIRS OF THE COMPANY AND, TO THE
EXTENT NECESSARY TO DISCHARGE THE RESPONSIBILITIES ASSIGNED TO THE EXECUTIVE
HEREUNDER, TO USE THE EXECUTIVE'S REASONABLE BEST EFFORTS TO PERFORM FAITHFULLY
AND EFFICIENTLY SUCH RESPONSIBILITIES.
DURING THE EMPLOYMENT PERIOD IT SHALL
NOT BE A VIOLATION OF THIS AGREEMENT FOR THE EXECUTIVE TO (A) SERVE ON
CORPORATE, CIVIC OR CHARITABLE BOARDS OR COMMITTEES, (B) DELIVER LECTURES,
FULFILL SPEAKING ENGAGEMENTS OR TEACH AT EDUCATIONAL INSTITUTIONS AND (C) MANAGE
PERSONAL INVESTMENTS, SO LONG AS SUCH ACTIVITIES DO NOT SIGNIFICANTLY INTERFERE
WITH THE PERFORMANCE