TO THE SECOND ANNIVERSARY OF THE EFFECTIVE DATE
AND SHALL THEN EXPIRE. IF AN EXPIRATION NOTICE IS GIVEN BUT AN EFFECTIVE DATE OR
A PRE-CHANGE OF CONTROL EVENT OCCURS BEFORE THE EXPIRATION DATE, THEN THE
EXPIRATION NOTICE SHALL BE VOID AND OF NO FURTHER EFFECT. HOWEVER, IF A
PRE-CHANGE OF CONTROL EVENT DOES NOT CULMINATE IN A CONSUMMATION DATE, THEN THE
EXPIRATION NOTICE SHALL BE REINSTATED AND THE AGREEMENT TERM SHALL EXPIRE ON THE
LATER OF (I) THE ORIGINALLY-
SPECIFIED EXPIRATION DATE OR (II) THE DATE THE BOARD DETERMINES IN GOOD FAITH
THAT PRE-CHANGE OF CONTROL EVENT WILL NOT RESULT IN A CHANGE OF CONTROL.
1.2
EFFECTIVE DATE. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN,
THIS AGREEMENT SHALL NOT HAVE ANY AFFECT UNTIL THE OCCURRENCE OF AN EFFECTIVE
DATE. NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT TO THE CONTRARY (OTHER THAN
SECTION 1.3 HEREOF), THE PROVISIONS OF THIS AGREEMENT OTHER THAN ARTICLE IX
SHALL HAVE NO FORCE AND EFFECT UNLESS EXECUTIVE IS AN EMPLOYEE OF THE COMPANIES
CONTINUOUSLY FROM THE AGREEMENT DATE TO THE EFFECTIVE DATE.
1.3
ACTIONS TAKEN PRIOR TO THE EFFECTIVE DATE AT THE DIRECTION OR
REQUEST OF A THIRD PARTY. NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THIS
AGREEMENT (INCLUDING, WITHOUT LIMITATION, SECTION 1.2 HEREOF), IF FOLLOWING OR
IN CONNECTION WITH A PRE-CHANGE OF CONTROL EVENT, ANY PERSON OTHER THAN THE
BOARD OR ANY OF THE COMPANIES DIRECTS, REQUESTS OR OTHERWISE CAUSES OR SEEKS TO
HAVE OCCUR A TERMINATION OF EXECUTIVE'S EMPLOYMENT WITH THE COMPANIES OR AN
ADVERSE CHANGE IN THE TERMS AND CONDITIONS OF EXECUTIVE'S EMPLOYMENT WITH THE
COMPANIES PRIOR TO AN EFFECTIVE DATE, AND SUCH ACTION RESULTS, DIRECTLY OR
INDIRECTLY, IN THE TERMINATION OF EXECUTIVE'S EMPLOYMENT OR AN ADVERSE CHANGE IN
THE TERMS AND CONDITIONS OF EXECUTIVE'S EMPLOYMENT, SOLELY FOR PURPOSES OF THIS
AGREEMENT AND DETERMINING EXECUTIVE'S RIGHTS AND ENTITLEMENTS HEREUNDER, ANY
SUCH ACTION SHALL BE DEEMED NOT TO HAVE OCCURRED ON THE DATE ACTUALLY TAKEN, BUT
INSTEAD TO BE TAKEN IMMEDIATELY FOLLOWING THE EFFECTIVE DATE, WITH THE
CONSEQUENCE THAT (I) IN THE CASE OF A TERMINATION OF EMPLOYMENT, EXECUTIVE SHALL
BE DEEMED TO HAVE BEEN TERMINATED FOLLOWING THE EFFECTIVE DATE, (AND UNLESS SUCH
TERMINATION WOULD QUALIFY AS A TERMINATION FOR CAUSE HEREUNDER, EXECUTIVE SHALL
BE ENTITLED TO THE BENEFITS PAYABLE PURSUANT TO ARTICLE V HEREOF), AND (II) IN
THE CASE OF AN ADVERSE CHANGE IN EMPLOYMENT TERMS AND CONDITIONS, SHALL NOT BE
TAKEN INTO ACCOUNT IN DETERMINING EXECUTIVE'S TERMS AND CONDITIONS OF EMPLOYMENT
IN ANY PERIOD PRIOR TO THE EFFECTIVE DATE AND SHALL BE DEEMED TO HAVE OCCURRED
IMMEDIATELY AFTER THE EFFECTIVE DATE FOR PURPOSES OF DETERMINING WHETHER
EXECUTIVE HAS GOOD REASON TO TERMINATE HIS EMPLOYMENT HEREUNDER AND TO RECEIVE
THE BENEFITS PAYABLE PURSUANT TO ARTICLE V.
ARTICLE II.
CERTAIN DEFINITIONS
As used in this Agreement, the terms specified below shall have the following
meanings:
2.1
"ACCOUNTANTS" - SEE SECTION 6.1.
2.2
"ACCRUED ANNUAL BONUS" MEANS THE AMOUNT OF ANY ANNUAL BONUS EARNED
BUT NOT YET PAID WITH RESPECT TO ANY COMPANY'S LATEST FISCAL YEAR ENDED PRIOR