TO SUCH TERMINATION OR (B) EXECUTIVE'S TERMINATION FOLLOWED THE
OCCURRENCE OF ONE OR MORE OF THE FOLLOWING EVENTS:
(A)
ANY "PERSON," INCLUDING A "GROUP" (AS SUCH TERMS ARE USED IN
SECTIONS 13(D) AND 14(D) OF THE EXCHANGE ACT, BUT EXCLUDING THE EMPLOYER OR THE
CORPORATION, ANY ENTITY CONTROLLING, CONTROLLED BY OR UNDER COMMON CONTROL WITH
THE EMPLOYER OR THE CORPORATION, ANY TRUSTEE, FIDUCIARY OR OTHER PERSON OR
ENTITY HOLDING SECURITIES UNDER ANY EMPLOYEE BENEFIT PLAN OR TRUST OF THE
CORPORATION OR ANY SUCH ENTITY, AND EXECUTIVE AND ANY "GROUP" (AS SUCH TERM IS
USED IN SECTION 13(D)(3) OF THE EXCHANGE ACT) OF WHICH EXECUTIVE IS A MEMBER)),
IS OR BECOMES THE "BENEFICIAL OWNER" (AS DEFINED IN RULE 13(D)(3) UNDER THE
EXCHANGE ACT), DIRECTLY OR INDIRECTLY, OF SECURITIES OF THE CORPORATION
REPRESENTING 25% OR MORE OF EITHER (1) THE COMBINED VOTING POWER OF THE
CORPORATION'S THEN OUTSTANDING SECURITIES OR (2) THE THEN OUTSTANDING COMMON
STOCK (OR OTHER SIMILAR EQUITY INTEREST, IN THE CASE OF A COMPANY OTHER THAN A
CORPORATION) OF THE CORPORATION (IN EITHER SUCH CASE OTHER THAN AS A RESULT OF
AN ACQUISITION OF SECURITIES DIRECTLY FROM THE CORPORATION); OR
(B)
ANY CONSOLIDATION OR MERGER OF THE CORPORATION WHERE THE
SHAREHOLDERS OF THE CORPORATION, AS APPLICABLE, IMMEDIATELY PRIOR TO THE
CONSOLIDATION OR MERGER, WOULD NOT, IMMEDIATELY AFTER THE CONSOLIDATION OR
MERGER, BENEFICIALLY OWN (AS SUCH TERM IS DEFIED IN RULE 13D-3 UNDER THE
EXCHANGE ACT), DIRECTLY OR INDIRECTLY, SHARES REPRESENTING IN THE AGGREGATE 50%
OR MORE OF THE COMBINED VOTING POWER OF THE SECURITIES OF THE CORPORATION
ISSUING CASH OR SECURITIES IN THE CONSOLIDATION OR MERGER (OR OF ITS ULTIMATE
PARENT CORPORATION, IF ANY); OR
(C)
THERE SHALL OCCUR (1) ANY SALE, LEASE, EXCHANGE OR OTHER
TRANSFER (IN ONE TRANSACTION OR A SERIES OF TRANSACTIONS CONTEMPLATED OR
ARRANGED BY ANY PARTY AS A SINGLE PLAN) OF ALL OR SUBSTANTIALLY ALL OF THE
ASSETS OF THE CORPORATION, OTHER THAN A SALE OR DISPOSITION BY THE CORPORATION
OF ALL OR SUBSTANTIALLY ALL OF THE CORPORATION'S ASSETS TO AN ENTITY AT LEAST
50% OF THE COMBINED VOTING POWER OF THE VOTING SECURITIES OF WHICH ARE OWNED BY
"PERSONS" (AS DEFINED ABOVE) IN SUBSTANTIALLY THE SAME PROPORTION AS THEIR
OWNERSHIP OF THE CORPORATION, AS APPLICABLE, IMMEDIATELY PRIOR TO SUCH SALE, OR
(2) THE APPROVAL BY SHAREHOLDERS OF THE CORPORATION, AS APPLICABLE, OF ANY PLAN
OR PROPOSAL FOR THE LIQUIDATION OR DISSOLUTION OF THE CORPORATION, AS
APPLICABLE; OR
3
(D)
THE MEMBERS OF THE BOARD OF DIRECTORS (THE "DIRECTORS") OF THE
CORPORATION (THE "BOARD") AT THE BEGINNING OF ANY CONSECUTIVE 24-CALENDAR-MONTH
PERIOD (THE "INCUMBENT DIRECTORS") CEASE FOR ANY REASON OTHER THAN DUE TO DEATH
TO CONSTITUTE AT LEAST A MAJORITY OF THE MEMBERS OF THE BOARD; PROVIDED THAT ANY
DIRECTOR WHOSE ELECTION, OR NOMINATION FOR ELECTION BY THE CORPORATION'S
SHAREHOLDERS WAS APPROVED OR RATIFIED BY A VOTE OF AT LEAST A MAJORITY OF THE
MEMBERS OF THE BOARD THEN STILL IN OFFICE WHO WERE MEMBERS OF THE BOARD AT THE
BEGINNING OF SUCH