SECURITIES OF THE COMPANY; (II) NO PERSON (EXCLUDING, ANY COMPANY
RESULTING FROM SUCH BUSINESS COMBINATION OR ANY EMPLOYEE BENEFIT PLAN (OR
RELATED TRUST) OF THE COMPANY OR SUCH COMPANY RESULTING FROM SUCH BUSINESS
COMBINATION) BENEFICIALLY OWNS, DIRECTLY OR INDIRECTLY, 50% OR MORE OF,
RESPECTIVELY, THE THEN COMBINED VOTING POWER OF THE THEN OUTSTANDING VOTING
SECURITIES OR EQUITY OF SUCH COMPANY EXCEPT TO THE EXTENT THAT SUCH OWNERSHIP
EXISTED PRIOR TO THE BUSINESS COMBINATION; AND (III) AT LEAST A MAJORITY OF THE
MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY RESULTING FROM SUCH BUSINESS
COMBINATION WERE MEMBERS OF THE INCUMBENT BOARD AT THE TIME OF THE EXECUTION OF
THE INITIAL AGREEMENT, OR OF THE ACTION OF THE BOARD OF DIRECTORS, PROVIDING FOR
SUCH BUSINESS COMBINATION; OR
(IV)
THE STOCKHOLDERS OF THE COMPANY APPROVE A COMPLETE
LIQUIDATION OR DISSOLUTION OF THE COMPANY; OR
(V)
UPON THE LATER OF THE OCCURRENCE OF A RETAIL
CHANGE IN CONTROL AND A CLEARLAB CHANGE IN CONTROL.
"EXCHANGE ACT" SHALL MEAN THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND
ANY SUCCESSOR STATUTE.
4
"FAMILY GROUP" SHALL MEAN A GRANTEE'S SPOUSE AND DESCENDANTS (WHETHER NATURAL OR
ADOPTED) AND ANY TRUST ESTABLISHED SOLELY FOR THE BENEFIT OF THE GRANTEE AND/OR
THE GRANTEE'S SPOUSE AND/OR DESCENDANTS.
"PERMANENT DISABILITY" SHALL MEAN THE GRANTEE'S PERMANENT INABILITY, DUE TO
ILLNESS, ACCIDENT, INJURY, PHYSICAL OR MENTAL INCAPACITY OR OTHER DISABILITY, TO
CARRY OUT EFFECTIVELY HIS OR HER DUTIES AND OBLIGATIONS TO THE COMPANY OR TO
PARTICIPATE EFFECTIVELY AND ACTIVELY IN THE MANAGEMENT OF THE COMPANY AS
DETERMINED IN THE REASONABLE JUDGMENT OF THE BOARD.
"PER SHARE MARKET VALUE" SHALL MEAN THE FAIR MARKET VALUE OF ONE SHARE AS OF THE
CLOSE OF BUSINESS ON THE GIVEN DATE DETERMINED IN SUCH MANNER AS SHALL BE
PRESCRIBED IN GOOD FAITH BY THE COMMITTEE; PROVIDED, THAT SO LONG AS THE SHARES
ARE TRADED ON A NATIONAL SECURITIES EXCHANGE OR NATIONAL AUTOMATED QUOTATION
SYSTEM (SUCH AS THE NASDAQ NATIONAL MARKET), THE PER SHARE MARKET VALUE SHALL BE
THE REPORTED CLOSING PRICE OF THE SHARES ON SUCH DATE.
"RETAIL BUSINESS" SHALL MEAN THE COMPANY'S RETAIL OPERATIONS, CONSISTENT WITH
THE OPERATING SEGMENTS AS DEFINED IN THE COMPANY'S SEC FILINGS.
"RETAIL CHANGE IN CONTROL" SHALL MEAN THE OCCURRENCE OF ANY OF THE FOLLOWING:
(I) THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE RETAIL BUSINESS TO
AN UNRELATED ENTITY; (II) THE SALE OF ALL OF THE OUTSTANDING VOTING SECURITIES
OF AN ENTITY HOLDING ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE RETAIL
BUSINESS TO AN UNRELATED ENTITY; OR (III) THE MERGER OR CONSOLIDATION OF THE
RETAIL BUSINESS INTO AN UNRELATED ENTITY, PROVIDED THAT A CHANGE IN CONTROL OF
THE COMPANY DOES NOT OCCUR SIMULTANEOUSLY.
"SECURITIES ACT" SHALL MEAN THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY
SUCCESSOR STATUTE.
"SHARES" SHALL MEAN (I) ALL SHARES OF COMMON STOCK GRANTED PURSUANT TO THIS
RESTRICTED STOCK AGREEMENT AND (II) ALL SHARES OF COMMON STOCK ISSUED WITH
RESPECT TO THE COMMON STOCK REFERRED TO IN CLAUSE (I)