OF ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS.
(II)
"INVOLUNTARY TERMINATION" SHALL MEAN ANY
OF THE FOLLOWING EVENTS: (A) WITHOUT THE PARTICIPANT'S EXPRESS WRITTEN CONSENT,
A SIGNIFICANT REDUCTION OF THE PARTICIPANT'S DUTIES, AUTHORITY OR
RESPONSIBILITIES, RELATIVE TO THE PARTICIPANT'S DUTIES, AUTHORITY OR
RESPONSIBILITIES AS IN EFFECT IMMEDIATELY PRIOR TO THE CHANGE OF CONTROL;
(B) WITHOUT THE PARTICIPANT'S EXPRESS WRITTEN CONSENT, A SUBSTANTIAL REDUCTION,
WITHOUT GOOD BUSINESS REASONS, OF THE FACILITIES AND PERQUISITES (INCLUDING
OFFICE SPACE AND LOCATION) AVAILABLE TO THE PARTICIPANT IMMEDIATELY PRIOR TO THE
CHANGE OF CONTROL; (C) WITHOUT THE PARTICIPANT'S EXPRESS WRITTEN CONSENT, A
REDUCTION IN THE BASE SALARY OF THE PARTICIPANT AS IN EFFECT IMMEDIATELY PRIOR
TO THE CHANGE OF CONTROL; (D) WITHOUT THE PARTICIPANT'S EXPRESS WRITTEN CONSENT,
A MATERIAL REDUCTION IN THE KIND OR LEVEL OF EMPLOYEE BENEFITS, INCLUDING
BONUSES, TO WHICH THE PARTICIPANT WAS ENTITLED IMMEDIATELY PRIOR TO THE CHANGE
OF CONTROL WITH THE RESULT THAT THE PARTICIPANT'S OVERALL BENEFITS PACKAGE IS
SIGNIFICANTLY REDUCED; (E) WITHOUT THE PARTICIPANT'S EXPRESS WRITTEN CONSENT,
THE RELOCATION OF THE PARTICIPANT TO A FACILITY OR A LOCATION MORE THAN THIRTY
(30) MILES FROM THE PARTICIPANT'S THEN PRESENT LOCATION; (F) ANY PURPORTED
TERMINATION OF THE PARTICIPANT WHICH IS NOT EFFECTED FOR DISABILITY OR FOR CAUSE
(AS DEFINED BELOW), OR ANY PURPORTED TERMINATION FOR WHICH THE GROUNDS RELIED
UPON ARE NOT VALID; OR (G) OR ANY ACT OR SET OF FACTS OR CIRCUMSTANCES WHICH
WOULD, UNDER CALIFORNIA CASE LAW OR STATUTE, CONSTITUTE A CONSTRUCTIVE
TERMINATION OF THE PARTICIPANT.
(III)
"CAUSE" SHALL MEAN (A) ANY ACT OF PERSONAL
DISHONESTY TAKEN BY THE PARTICIPANT IN CONNECTION WITH HIS RESPONSIBILITIES AS A
SERVICE PROVIDER AND INTENDED TO RESULT
13
IN SUBSTANTIAL PERSONAL ENRICHMENT OF THE PARTICIPANT, (B) PARTICIPANT'S
CONVICTION OF OR PLEA OF NOLO CONTENDERE TO A FELONY, (C) A WILLFUL ACT BY THE
PARTICIPANT WHICH CONSTITUTES GROSS MISCONDUCT AND WHICH IS INJURIOUS TO THE
SUCCESSOR CORPORATION, OR (D) FOLLOWING DELIVERY TO THE PARTICIPANT OF A WRITTEN
DEMAND FOR PERFORMANCE FROM THE SUCCESSOR CORPORATION WHICH DESCRIBES THE BASIS
FOR THE SUCCESSOR CORPORATION'S BELIEF THAT THE PARTICIPANT HAS NOT
SUBSTANTIALLY PERFORMED HIS DUTIES, CONTINUED VIOLATIONS BY THE PARTICIPANT OF
THE PARTICIPANT'S OBLIGATIONS TO THE SUCCESSOR CORPORATION WHICH ARE
DEMONSTRABLY WILLFUL AND DELIBERATE ON THE PARTICIPANT'S PART.
16.
DATE OF GRANT.
THE DATE OF GRANT OF AN
AWARD SHALL BE, FOR ALL PURPOSES, THE DATE ON WHICH THE ADMINISTRATOR MAKES THE
DETERMINATION GRANTING SUCH AWARD, OR SUCH OTHER LATER DATE AS IS DETERMINED BY
THE ADMINISTRATOR.
NOTICE OF THE DETERMINATION SHALL BE PROVIDED TO EACH
PARTICIPANT WITHIN A REASONABLE TIME AFTER THE DATE OF SUCH GRANT.
17.
AMENDMENT AND TERMINATION OF THE PLAN.
(A)
AMENDMENT AND TERMINATION.
THE BOARD MAY
AT ANY TIME AMEND, ALTER, SUSPEND OR TERMINATE THE PLAN.
(B)
SHAREHOLDER APPROVAL.
THE COMPANY SHALL
OBTAIN SHAREHOLDER APPROVAL OF ANY PLAN AMENDMENT TO THE EXTENT NECESSARY AND
DESIRABLE TO COMPLY WITH APPLICABLE LAWS.
(C)
EFFECT OF AMENDMENT OR TERMINATION.
NO
AMENDMENT, ALTERATION, SUSPENSION OR TERMINATION OF THE PLAN SHALL IMPAIR THE
RIGHTS OF ANY