ITS
SUBSIDIARIES, BECOMES THE BENEFICIAL OWNER, AS SUCH TERM IS DEFINED IN RULE
13D-3 PROMULGATED BY THE SEC UNDER THE EXCHANGE ACT, OF 20% OR MORE OF THE
COMMON STOCK OF THE COMPANY OR OF VOTING SECURITIES REPRESENTING 20% OR MORE OF
THE COMBINED VOTING POWER OF ALL VOTING SECURITIES OF THE COMPANY (SUCH A PERSON
OR GROUP THAT IS NOT A SIMILARLY OWNED COMPANY (AS DEFINED BELOW), A "20%
OWNER"), EXCEPT THAT NO CHANGE OF CONTROL SHALL BE DEEMED TO HAVE OCCURRED
SOLELY BY REASON OF SUCH BENEFICIAL OWNERSHIP BY A CORPORATION (A "SIMILARLY
OWNED COMPANY") WITH RESPECT TO WHICH BOTH MORE THAN 70% OF THE COMMON STOCK OF
SUCH CORPORATION AND VOTING SECURITIES REPRESENTING MORE THAN 70% OF THE
COMBINED VOTING POWER OF THE VOTING SECURITIES OF SUCH CORPORATION ARE THEN
OWNED, DIRECTLY OR INDIRECTLY, BY THE PERSONS WHO WERE THE DIRECT OR INDIRECT
OWNERS OF THE COMMON STOCK AND VOTING SECURITIES OF THE COMPANY IMMEDIATELY
BEFORE SUCH ACQUISITION IN SUBSTANTIALLY THE SAME PROPORTIONS AS THEIR
OWNERSHIP, IMMEDIATELY BEFORE SUCH ACQUISITION, OF THE COMMON STOCK AND VOTING
SECURITIES OF THE COMPANY, AS THE CASE MAY BE; OR
(B)
THE COMPANY INCUMBENT DIRECTORS (DETERMINED USING THE AGREEMENT
DATE AS THE BASELINE DATE) CEASE FOR ANY REASON TO CONSTITUTE AT LEAST
TWO-THIRDS OF THE DIRECTORS OF THE COMPANY THEN SERVING (PROVIDED THAT THIS
CLAUSE (B) SHALL BE INAPPLICABLE DURING A POST-MERGER OF EQUALS PERIOD); OR
(C)
APPROVAL BY THE STOCKHOLDERS OF THE COMPANY OF A MERGER,
REORGANIZATION, CONSOLIDATION, OR SIMILAR TRANSACTION, OR A PLAN OR AGREEMENT
FOR THE SALE OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE
CONSOLIDATED ASSETS OF THE COMPANY OR A PLAN OF LIQUIDATION OF THE COMPANY (ANY
OF THE FOREGOING, A "REORGANIZATION TRANSACTION") THAT, BASED ON INFORMATION
INCLUDED IN THE PROXY AND OTHER WRITTEN MATERIALS DISTRIBUTED TO THE COMPANY'S
STOCKHOLDERS IN CONNECTION WITH THE SOLICITATION BY THE COMPANY OF SUCH
STOCKHOLDER APPROVAL, IS NOT EXPECTED TO QUALIFY AS AN EXEMPT REORGANIZATION
TRANSACTION; PROVIDED, HOWEVER, THAT IF (I) THE MERGER OR OTHER AGREEMENT
BETWEEN THE PARTIES TO A REORGANIZATION TRANSACTION EXPIRES OR IS TERMINATED
AFTER THE DATE OF SUCH
3
STOCKHOLDER APPROVAL BUT PRIOR TO THE CONSUMMATION OF SUCH REORGANIZATION
TRANSACTION (A "REORGANIZATION TRANSACTION TERMINATION") OR (II) IMMEDIATELY
AFTER THE CONSUMMATION OF THE REORGANIZATION TRANSACTION, SUCH REORGANIZATION
TRANSACTION DOES QUALIFY AS AN EXEMPT REORGANIZATION TRANSACTION NOTWITHSTANDING
THE FACT THAT IT WAS NOT EXPECTED TO SO QUALIFY AS OF THE DATE OF SUCH
STOCKHOLDER APPROVAL, THEN SUCH STOCKHOLDER APPROVAL SHALL NOT BE DEEMED A
CHANGE OF CONTROL FOR PURPOSES OF ANY TERMINATION OF EMPLOYMENT AS TO WHICH THE
TERMINATION DATE OCCURS ON OR AFTER THE DATE OF THE REORGANIZATION TRANSACTION
TERMINATION OR THE DATE OF THE CONSUMMATION OF THE EXEMPT REORGANIZATION
TRANSACTION, AS APPLICABLE; OR
(D)
THE CONSUMMATION BY THE COMPANY OF A REORGANIZATION TRANSACTION
THAT FOR ANY REASON FAILS TO QUALIFY AS AN EXEMPT REORGANIZATION TRANSACTION AS
OF THE DATE OF SUCH CONSUMMATION, NOTWITHSTANDING THE FACT THAT SUCH
REORGANIZATION TRANSACTION WAS EXPECTED TO SO