REPRESENT EITHER A SUBSTANTIALLY SIMILAR POSITION OR A PROMOTION FROM YOUR
STATUS OR POSITION(S) AS IN EFFECT IMMEDIATELY PRIOR TO THE CHANGE IN CONTROL,
OR A CHANGE IN YOUR DUTIES OR RESPONSIBILITIES WHICH, IN YOUR REASONABLE
JUDGMENT, IS INCONSISTENT WITH SUCH STATUS OR POSITIONS), OR ANY REMOVAL OF YOU
FROM OR ANY FAILURE TO REAPPOINT OR REELECT YOU TO SUCH POSITIONS) OR TO
SUBSTANTIALLY SIMILAR OR SUPERIOR POSITIONS), EXCEPT IN CONNECTION WITH THE
TERMINATION OF YOUR EMPLOYMENT FOR CAUSE, RETIREMENT (AS DEFINED IN PARAGRAPH
4C) OR DISABILITY (AS DEFINED IN PARAGRAPH 5A), OR AS A RESULT OF YOUR DEATH OR
BY YOU OTHER THAN FOR GOOD REASON;
II.
A REDUCTION BY THE COMPANY IN YOUR
BASE SALARY AS IN EFFECT IMMEDIATELY PRIOR TO THE CHANGE IN CONTROL;
III.
UNLESS BY REASON OF A CHANGE IN LAW, THE
FAILURE BY THE COMPANY TO CONTINUE IN EFFECT ANY "PLAN" (AS HEREINAFTER DEFINED)
IN WHICH YOU ARE PARTICIPATING AT THE TIME OF THE CHANGE IN CONTROL OF THE
COMPANY (OR PLANS PROVIDING YOU WITH AT LEAST SUBSTANTIALLY SIMILAR BENEFITS)
OTHER THAN AS A RESULT OF THE NORMAL EXPIRATION OF ANY SUCH PLAN IN ACCORDANCE
WITH ITS TERMS AS IN EFFECT AT THE TIME OF THE CHANGE IN CONTROL, OR THE TAKING
OF ANY ACTION, OR THE FAILURE TO ACT, BY THE COMPANY WHICH WOULD ADVERSELY
AFFECT YOUR CONTINUED PARTICIPATION IN ANY OF SUCH PLANS ON AT LEAST AS
FAVORABLE A BASIS TO YOU AS IS THE CASE ON THE DATE OF THE CHANGE IN CONTROL OR
WHICH WOULD MATERIALLY REDUCE YOUR BENEFITS IN THE FUTURE UNDER ANY OF SUCH
PLANS OR DEPRIVE YOU OF ANY MATERIAL BENEFIT ENJOYED BY YOU AT THE TIME OF THE
CHANGE IN CONTROL;
IV.
THE FAILURE BY THE COMPANY TO PROVIDE AND
CREDIT YOU WITH THE NUMBER OF PAID VACATION DAYS TO WHICH YOU ARE THEN ENTITLED
IN ACCORDANCE WITH THE COMPANY'S NORMAL VACATION POLICY AS IN EFFECT IMMEDIATELY
PRIOR TO THE CHANGE IN CONTROL;
V.
THE COMPANY'S REQUIRING YOU TO BE BASED
OUTSIDE THE SEATTLE METROPOLITAN AREA EXCEPT FOR REQUIRED TRAVEL ON THE
COMPANY'S BUSINESS TO AN EXTENT SUBSTANTIALLY CONSISTENT WITH THE BUSINESS
TRAVEL OBLIGATIONS WHICH YOU UNDERTOOK ON BEHALF OF THE COMPANY PRIOR TO THE
CHANGE IN CONTROL;
VI.
THE FAILURE BY THE COMPANY TO OBTAIN FROM
ANY SUCCESSOR THE ASSENT TO THIS AGREEMENT CONTEMPLATED BY SECTION 8 HEREOF;
4
VII.
ANY PURPORTED TERMINATION BY THE COMPANY OF
YOUR EMPLOYMENT WHICH IS NOT EFFECTED PURSUANT TO A NOTICE OF TERMINATION
SATISFYING THE REQUIREMENTS OF THIS AGREEMENT; AND FOR PURPOSES OF THIS
AGREEMENT, NO SUCH PURPORTED TERMINATION SHALL BE EFFECTIVE; OR
VIII.
ANY REFUSAL BY THE COMPANY TO CONTINUE TO
ALLOW YOU TO ATTEND TO MATTERS OR ENGAGE IN ACTIVITIES NOT DIRECTLY RELATED TO
THE BUSINESS OF THE COMPANY WHICH, PRIOR TO THE CHANGE IN CONTROL, YOU WERE
PERMITTED BY THE BOARD TO ATTEND TO OR ENGAGE IN.
For purposes of this Agreement, "Plan" shall mean any compensation plan such as
an incentive or stock option