A
COMPLETE LIQUIDATION OR DISSOLUTION OR AN AGREEMENT FOR THE SALE OR OTHER
DISPOSITION OF TWO-THIRDS OR MORE OF THE CONSOLIDATED ASSETS OF TRINITY.
NOTWITHSTANDING THE FOREGOING, A CHANGE OF CONTROL SHALL NOT BE DEEMED TO OCCUR
SOLELY BECAUSE (X) FIFTY PERCENT (50%) OR MORE OF THE COMBINED VOTING POWER OF
THE THEN OUTSTANDING SECURITIES OF TRINITY IS ACQUIRED BY A TRUSTEE OR OTHER
FIDUCIARY HOLDING SECURITIES UNDER ONE OR MORE EMPLOYEE BENEFIT PLANS MAINTAINED
FOR EMPLOYEES OF THE TRINITY OR ITS AFFILIATES; OR (Y) THE TRANSACTION IS A
MERGER OR CONSOLIDATION EFFECTED TO IMPLEMENT A RECAPITALIZATION OF TRINITY IN
WHICH NO "PERSON," AS DEFINED ABOVE, ACQUIRES MORE THAN FIFTY PERCENT (50%) OF
THE COMBINED VOTING POWER OF TRINITY'S THEN-OUTSTANDING SECURITIES.
B.
CURE PERIOD.
ENLOE SHALL PROVIDE
TRINITY, OR ITS SUCCESSOR, AS APPLICABLE, WITH ADVANCE WRITTEN NOTICE OF HIS
INTENTION TO TERMINATE HIS EMPLOYMENT PURSUANT TO A DETRIMENTAL CHANGE IN DUTIES
SPECIFYING THE CONDITION CAUSING THE DETRIMENTAL CHANGE IN DUTIES AND TRINITY,
OR IS SUCCESSOR, AS APPLICABLE, SHALL HAVE TEN (10) DAYS TO CURE THE SPECIFIED
CONDITION.
C.
TAX LIMITATIONS.
IF IT IS DETERMINED
THAT ANY PAYMENT OR DISTRIBUTION FROM TRINITY, ANY AFFILIATE (AS DEFINED BELOW),
OR TRUSTS ESTABLISHED BY THE TRINITY OR BY ANY AFFILIATE TO OR FOR THE BENEFIT
OF ENLOE (WHETHER PAID OR PAYABLE OR DISTRIBUTED OR DISTRIBUTABLE PURSUANT TO
THE TERMS OF THIS AGREEMENT OR OTHERWISE, AND WITH A "PAYMENT" INCLUDING,
WITHOUT LIMITATION, THE VESTING OR PAYMENT OF NON-CASH BENEFITS OR PROPERTY) (A
"PAYMENT") WOULD BE NONDEDUCTIBLE BY TRINITY OR ITS SUCCESSOR, AS APPLICABLE,
FOR FEDERAL INCOME TAX PURPOSES BECAUSE OF SECTION 280G OF THE CODE, OR ANY
SUCCESSOR PROVISION, THEN THE AGGREGATE PRESENT VALUE OF AMOUNTS PAYABLE OR
DISTRIBUTABLE TO OR FOR THE BENEFIT OF ENLOE PURSUANT TO THIS AGREEMENT
("AGREEMENT PAYMENTS") SHALL BE REDUCED (BUT NOT BELOW ZERO) TO THE REDUCED
AMOUNT.
FOR PURPOSES OF THIS SECTION, THE "REDUCED AMOUNT" SHALL BE AN AMOUNT
EXPRESSED IN PRESENT VALUE WHICH MAXIMIZES THE AGGREGATE PRESENT VALUE OF
AGREEMENT PAYMENTS WITHOUT CAUSING ANY PAYMENT TO BE NONDEDUCTIBLE BECAUSE OF
SAID SECTION 280G OF THE CODE.
THE DETERMINATION TO BE MADE HEREUNDER SHALL BE
MADE WITHIN TWENTY (20) DAYS AFTER THE DATE OF TERMINATION BY THE ACCOUNTING
FIRM FOR TRINITY (THE "ACCOUNTING FIRM"), WHICH SHALL PROVIDE DETAILED
CALCULATIONS THEREOF TO TRINITY AND TO ENLOE, PROVIDED, HOWEVER, THAT ENLOE
SHALL ELECT WHICH AND HOW MUCH OF THE AGREEMENT PAYMENTS SHALL BE REDUCED
CONSISTENT WITH SUCH CALCULATIONS.
THE DETERMINATION TO BE MADE BY THE
ACCOUNTING FIRM SHALL BE BINDING UPON TRINITY AND ENLOE.
FOR PURPOSES OF THIS
AGREEMENT, TRINITY'S "AFFILIATES" INCLUDE EACH COMPANY, CORPORATION,
PARTNERSHIP,
6
BANK, SAVINGS BANK, SAVINGS AND LOAN ASSOCIATION, CREDIT UNION OR OTHER
FINANCIAL INSTITUTION, DIRECTLY OR INDIRECTLY, WHICH IS CONTROLLED BY, CONTROLS,
OR IS UNDER COMMON CONTROL WITH, TRINITY (SPECIFICALLY INCLUDING THE COMPANIES),
AND "CONTROL" MEANS (X) THE OWNERSHIP OF 51% OR MORE OF THE VOTING SECURITIES OR
OTHER VOTING INTEREST OR OTHER EQUITY INTEREST OF ANY CORPORATION, PARTNERSHIP,
JOINT VENTURE OR OTHER BUSINESS