(III)
A CHANGE IN CONTROL OF THE COMPANY (AS
DEFINED BELOW) SHALL OCCUR DURING THE TERM OF THIS AGREEMENT AND, WITHIN 180
DAYS AFTER THE EFFECTIVE DATE OF ANY SUCH CHANGE IN CONTROL, THE EXECUTIVE
DELIVERS TO THE COMPANY A WRITTEN NOTICE OF HIS ELECTION TO TERMINATE THE
AGREEMENT EFFECTIVE AS OF THE DATE SET FORTH IN SUCH NOTICE, WHICH EFFECTIVE
DATE SHALL NOT BE LESS THAN 30 DAYS NOR MORE THAN 90 DAYS AFTER THE DATE OF
DELIVERY OF SUCH WRITTEN NOTICE.
FOR PURPOSES OF THIS SECTION, A CHANGE IN
CONTROL SHALL MEAN EITHER (I) A MERGER OR CONSOLIDATION OF THE COMPANY WITH OR
INTO ANOTHER COMPANY OR CORPORATION, OTHER THAN (A) A MERGER OR CONSOLIDATION
WHICH WOULD RESULT IN THE VOTING SECURITIES OF THE COMPANY OUTSTANDING
IMMEDIATELY PRIOR THERETO CONTINUING TO REPRESENT (EITHER BY REMAINING
OUTSTANDING OR BY BEING CONVERTED INTO
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VOTING SECURITIES OF THE SURVIVING ENTITY) AT LEAST 75% OF THE COMBINED VOTING
POWER OF THE VOTING SECURITIES OF THE COMPANY OR SUCH SURVIVING ENTITY
OUTSTANDING IMMEDIATELY AFTER SUCH MERGER OR CONSOLIDATION OR (B) A MERGER OR
CONSOLIDATION EFFECTED TO IMPLEMENT A RECAPITALIZATION OF THE COMPANY (OR
SIMILAR TRANSACTION) IN WHICH NO "PERSON" (AS SUCH TERM IS USED IN SECTIONS
13(D) AND 14(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED) ACQUIRES
MORE THAN 50% OF THE COMBINED VOTING POWER OF THE COMPANY'S THEN OUTSTANDING
SECURITIES; OR (II) THE SALE OF ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S
ASSETS; OR (III) A CHANGE IN THE IDENTITIES OF A MAJORITY OF THE MEMBERS OF THE
COMPANY'S BOARD OF DIRECTORS WITHIN A ONE-YEAR PERIOD OR LESS; OR (IV) THE
ACQUISITION, DIRECTLY OR INDIRECTLY, BY ANY PERSON OR RELATED GROUP OF PERSONS
(OTHER THAN THE COMPANY OR A PERSON THAT IS CONTROLLED BY THE COMPANY), OF
BENEFICIAL OWNERSHIP OF SECURITIES POSSESSING MORE THAN FIFTY PERCENT (50%) OF
THE TOTAL COMBINED VOTING POWER OF THE COMPANY'S OUTSTANDING SECURITIES.
(D)
NOTICE OF TERMINATION.
ANY PURPORTED
TERMINATION OF THE EXECUTIVE'S EMPLOYMENT BY THE COMPANY OR BY HIM SHALL BE
COMMUNICATED BY A WRITTEN NOTICE ("NOTICE OF TERMINATION") THAT SHALL INDICATE
THE SPECIFIC TERMINATION PROVISION IN THIS AGREEMENT RELIED UPON AND SHALL SET
FORTH IN REASONABLE DETAIL THE FACTS AND CIRCUMSTANCES CLAIMED TO PROVIDE A
BASIS FOR TERMINATION OF THE EXECUTIVE'S EMPLOYMENT UNDER THE PROVISION SO
INDICATED.
(E)
DATE OF TERMINATION, ETC.
"DATE OF
TERMINATION" SHALL MEAN (1) IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BY HIS
DEATH, THE DATE OF HIS DEATH; (2) IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED
FOR DISABILITY, THIRTY DAYS AFTER NOTICE OF TERMINATION IS GIVEN; (3) IF THE
EXECUTIVE'S EMPLOYMENT IS TERMINATED FOR CAUSE, THE DATE SPECIFIED IN THE NOTICE
OF
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TERMINATION; AND (4) IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED FOR ANY OTHER
REASON, THE DATE SPECIFIED IN THE NOTICE OF TERMINATION.
9.
COMPENSATION UPON TERMINATION OR DURING
DISABILITY.
THE EXECUTIVE SHALL BE ENTITLED TO THE FOLLOWING BENEFITS DURING A
PERIOD OF DISABILITY, OR UPON TERMINATION OF HIS EMPLOYMENT, AS THE CASE MAY BE,
IF