representing 30% or more of the Company's then outstanding securities;
or (ii) during any period of twenty-four (24) consecutive months, individuals
who at the beginning of such period constitute the entire Board of Directors
shall cease for any reason to constitute a majority thereof unless the election,
or the nomination for
9
election by the Company's stockholders, of each new director was approved by a
vote of at least two-thirds of the directors then still in office who were
directors at the beginning of the period.
B.
IF A CHANGE IN CONTROL OCCURS, THE OPTION
WILL BECOME IMMEDIATELY EXERCISABLE IN FULL AND WILL REMAIN EXERCISABLE FOR THE
REMAINDER OF ITS TERM, REGARDLESS OF WHETHER YOU REMAIN IN THE EMPLOY OR SERVICE
OF THE COMPANY.
C.
FOR PURPOSES OF THIS SECTION IX, YOU
SHALL BE ENTITLED TO THE SEVERANCE BENEFITS PROVIDED IN SECTION V.D IF THE DATE
OF TERMINATION OCCURS EITHER (I) WHILE THERE IS TO THE COMPANY'S KNOWLEDGE
ACTIVELY PENDING A PROPOSED TRANSACTION, WHICH, IF CONSUMMATED, COULD REASONABLY
BE EXPECTED TO RESULT WITHIN ONE (1) YEAR IN A CHANGE IN CONTROL, OR (II) WITHIN
TWO (2) YEARS FOLLOWING A CHANGE IN CONTROL; UNLESS, IN THE CASE OF EITHER (I)
OR (II), YOUR EMPLOYMENT IS TERMINATED OR THIS AGREEMENT IS NOT RENEWED BECAUSE
OF DEATH OR DISABILITY OR BY THE COMPANY FOR "CAUSE" OR VOLUNTARILY BY YOU OTHER
THAN FOR "GOOD REASON".
X.
MISCELLANEOUS.
A.
NO ADEQUATE REMEDY.
YOU UNDERSTAND THAT IF
YOU FAIL TO FULFILL YOUR OBLIGATIONS UNDER THIS AGREEMENT, THE DAMAGES TO THE
COMPANY WOULD BE VERY DIFFICULT TO DETERMINE.
THEREFORE, IN ADDITION TO ANY
OTHER RIGHTS OR REMEDIES AVAILABLE TO THE COMPANY AT LAW, IN EQUITY, OR BY
STATUTE, YOU HEREBY CONSENT TO THE SPECIFIC ENFORCEMENT OF THIS AGREEMENT BY THE
COMPANY THROUGH AN INJUNCTION OR RESTRAINING ORDER ISSUED BY AN APPROPRIATE
COURT.
B.
GOVERNING LAW.
THE LAWS OF ILLINOIS WILL
GOVERN THE VALIDITY, CONSTRUCTION, AND PERFORMANCE OF THIS AGREEMENT.
C.
ARBITRATION.
ANY AND ALL DISPUTES WHICH
ARISE CONCERNING THE RIGHTS, DUTIES OR OBLIGATIONS OF EITHER PARTY UNDER ANY
PROVISION OF THIS AGREEMENT SHALL BE RESOLVED EXCLUSIVELY BY BINDING ARBITRATION
IN ACCORDANCE WITH THE FOLLOWING TERMS AND CONDITIONS.
THE PARTY SEEKING
ARBITRATION SHALL COMMENCE A PROCEEDING IN ARBITRATION IN CHICAGO, ILLINOIS
UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION.
WITHIN ONE MONTH FROM
ONE OF THE PARTY'S REQUEST FOR ARBITRATION, THE PARTY REQUESTING ARBITRATION
SHALL APPOINT ONE ARBITRATOR AND WITHIN ONE MONTH OF THE DATE OF SUCH
APPOINTMENT, THE OTHER PARTY SHALL APPOINT AN ARBITRATOR.
WITHIN THREE WEEKS OF
THE DATE THAT THE SECOND ARBITRATOR IS APPOINTED, AND PRIOR TO ANY EXAMINATION
OF THE MERITS OF THE CASE, THE TWO ARBITRATORS SHALL MUTUALLY SELECT A THIRD
ARBITRATOR.
IF EITHER OF THE PARTIES FAILS TO APPOINT AN ARBITRATOR OR IF THE
TWO ARBITRATORS FAIL TO APPOINT THE THIRD ARBITRATOR WITHIN THE PERIODS REFERRED
TO ABOVE, ONE SHALL BE APPOINTED IN ACCORDANCE WITH THE RULES WITHIN FIFTEEN
(15) DAYS OF THE EXPIRY DATE OF THE RESPECTIVE PERIOD REFERRED TO