AND/OR
ITS AFFILIATES (THAT IS, SUCH BUSINESS INFORMATION IS SUBJECT TO EFFORTS BY THE
COMPANY AND/OR ITS AFFILIATES THAT ARE REASONABLE UNDER THE CIRCUMSTANCES TO
MAINTAIN ITS SECRECY) THAT DOES NOT CONSTITUTE A TRADE SECRET, INCLUDING,
WITHOUT LIMITATION, INFORMATION CONCERNING THE COMPANY'S OR AN AFFILIATE'S
FINANCIAL POSITION AND RESULTS OF OPERATIONS (INCLUDING REVENUES, ASSETS, NET
INCOME, ETC.), ANNUAL AND LONG RANGE BUSINESS PLANS, PRODUCT AND SERVICE PLANS,
MARKETING PLANS AND METHODS, EMPLOYEE LISTS AND INFORMATION, IN WHATEVER FORM
AND WHETHER OR NOT COMPUTER OR ELECTRONICALLY ACCESSIBLE.
(J)
"ELIGIBLE EARNINGS" HAS
THE SAME MEANING GIVEN TO THAT TERM IN THE COMPANY'S BONUS PLAN AND PAYROLL
POLICIES.
(K)
"GOOD REASON" MEANS, WITH
RESPECT TO YOUR TERMINATION OF EMPLOYMENT, ANY OF THE FOLLOWING ACTS OR
OMISSIONS THAT ARE NOT CURED WITHIN THIRTY (30) DAYS AFTER WRITTEN NOTICE OF
SUCH ACT OR OMISSION IS DELIVERED TO THE COMPANY, THE CHAIRMAN OF THE BOARD OF
DIRECTORS AND THE CHAIRMAN OF THE LEADERSHIP AND COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS (WHICH NOTICE MUST BE GIVEN NO LATER THAN NINETY (90) DAYS
AFTER THE INITIAL OCCURRENCE OF SUCH EVENT):
(1)
WITHOUT YOUR EXPRESS WRITTEN CONSENT
(I) THE ASSIGNMENT TO YOU OF ANY DUTIES MATERIALLY INCONSISTENT IN ANY RESPECT
WITH YOUR POSITION, AUTHORITY, DUTIES OR RESPONSIBILITIES AS CONTEMPLATED BY
SECTION 2, (II) THE REQUIREMENT BY THE COMPANY THAT YOU REPORT TO ANY OFFICER OR
EMPLOYEE OTHER THAN DIRECTLY TO THE BOARD OF DIRECTORS OF THE COMPANY, OR
(III) ANY OTHER ACTION BY THE COMPANY THAT RESULTS IN A SIGNIFICANT DIMINUTION
IN SUCH POSITION, AUTHORITY, DUTIES OR RESPONSIBILITIES, PROVIDED, HOWEVER,
THAT, WITHOUT LIMITING THE FOREGOING, THE OCCURRENCE OF A NON-PUBLIC CHANGE IN
CONTROL EVENT (REGARDLESS OF YOUR CONSENT THERETO) SHALL IN AND OF ITSELF BE
DEEMED TO RESULT IN A SIGNIFICANT DIMINUTION IN
3
YOUR POSITION, AUTHORITY, DUTIES AND/OR RESPONSIBILITIES AS CONTEMPLATED BY
SECTION 2;
(2)
WITHOUT YOUR EXPRESS WRITTEN CONSENT, ANY
FAILURE BY THE COMPANY TO COMPLY IN ANY MATERIAL RESPECT WITH ANY OF THE
PROVISIONS OF SECTION 4(A), (B) AND (D) OF THIS AGREEMENT;
(3)
ANY REQUIREMENT THAT YOU RELOCATE OUTSIDE
OF, OR ANY RELOCATION OF THE COMPANY'S PRINCIPAL EXECUTIVE OFFICE OUTSIDE OF,
THE METROPOLITAN AREA OF ATLANTA, GEORGIA; OR
(4)
ANY BREACH BY THE COMPANY OF ANY OTHER
MATERIAL PROVISION OF THIS AGREEMENT.
A TERMINATION BY YOU SHALL NOT CONSTITUTE TERMINATION FOR GOOD REASON UNLESS YOU
RESIGN WITHIN TWO (2) YEARS AFTER THE INITIAL OCCURRENCE OF SUCH UNCURED EVENT.
(L)
"INCUMBENT BOARD" MEANS
A BOARD OF DIRECTORS CONSISTING OF INDIVIDUALS WHO EITHER ARE (A) MEMBERS OF THE
COMPANY'S BOARD OF DIRECTORS ON THE DATE HEREOF OR (B) MEMBERS WHO BECOME
MEMBERS OF THE COMPANY'S BOARD OF DIRECTORS SUBSEQUENT TO THE DATE HEREOF WHOSE
ELECTION, OR NOMINATION FOR ELECTION BY THE COMPANY'S SHAREHOLDERS, WAS APPROVED
BY A VOTE OF AT LEAST SIXTY PERCENT (60%) OF THE DIRECTORS THEN COMPRISING THE
INCUMBENT BOARD (EITHER BY A SPECIFIC VOTE OR BY APPROVAL OF THE PROXY STATEMENT
OF THE COMPANY IN WHICH THAT PERSON IS NAMED AS A