DIRECT OR INDIRECT OWNERS OF BOTH THE STATED
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PERCENTAGE OF THE THEN-OUTSTANDING COMMON STOCK OF THE SURVIVING CORPORATION AND
VOTING SECURITIES REPRESENTING THE STATED PERCENTAGE OF THE COMBINED VOTING
POWER OF THE THEN-OUTSTANDING VOTING SECURITIES OF THE SURVIVING CORPORATION, IN
SUBSTANTIALLY THE SAME 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.
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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.
1.26.
"PERSON" MEANS ANY INDIVIDUAL, SOLE PROPRIETORSHIP,
PARTNERSHIP, JOINT