SUBSIDIARY, (III) BY ANY
UNDERWRITER TEMPORARILY HOLDING SECURITIES PURSUANT TO AN OFFERING OF SUCH
SECURITIES, (IV) PURSUANT TO A NON-QUALIFYING TRANSACTION, AS DEFINED IN
PARAGRAPH (C) BELOW, OR (V) BY ANY PERSON OF VOTING SECURITIES FROM THE COMPANY,
IF A MAJORITY OF THE INCUMBENT BOARD APPROVES IN ADVANCE THE ACQUISITION OF
BENEFICIAL OWNERSHIP OF 30% OR MORE OF COMPANY VOTING SECURITIES BY SUCH
PERSON;"
4.
PARAGRAPH (C) OF SECTION 11.3 OF THE PLAN, ALSO RELATING TO THE DEFINITION
OF A "CHANGE IN CONTROL," IS AMENDED TO READ AS FOLLOWS:
"(C)
THE CONSUMMATION OF A MERGER, CONSOLIDATION,
STATUTORY SHARE EXCHANGE OR SIMILAR FORM OF CORPORATE TRANSACTION INVOLVING THE
COMPANY OR ANY OF ITS SUBSIDIARIES THAT REQUIRES THE APPROVAL OF THE COMPANY'S
STOCKHOLDERS, WHETHER FOR SUCH TRANSACTION OR THE ISSUANCE OF SECURITIES IN THE
TRANSACTION (A "BUSINESS COMBINATION"), UNLESS IMMEDIATELY FOLLOWING SUCH
BUSINESS COMBINATION:
(I) MORE THAN 70% OF THE TOTAL VOTING POWER OF (A) THE
CORPORATION RESULTING FROM SUCH BUSINESS COMBINATION (THE "SURVIVING
CORPORATION"), OR (B) IF APPLICABLE, THE ULTIMATE PARENT CORPORATION THAT
DIRECTLY OR INDIRECTLY HAS BENEFICIAL OWNERSHIP OF 100% OF THE VOTING SECURITIES
ELIGIBLE TO ELECT DIRECTORS OF THE SURVIVING CORPORATION (THE "PARENT
CORPORATION"), IS REPRESENTED BY COMPANY VOTING SECURITIES THAT WERE OUTSTANDING
IMMEDIATELY PRIOR TO SUCH BUSINESS COMBINATION (OR, IF APPLICABLE, IS
REPRESENTED BY SHARES INTO WHICH SUCH COMPANY VOTING SECURITIES WERE CONVERTED
PURSUANT TO SUCH BUSINESS COMBINATION), AND SUCH VOTING POWER AMONG THE HOLDERS
THEREOF IS IN SUBSTANTIALLY THE SAME PROPORTION AS THE VOTING POWER OF SUCH
COMPANY VOTING SECURITIES AMONG THE HOLDERS THEREOF IMMEDIATELY PRIOR TO THE
BUSINESS COMBINATION; (II) NO PERSON (OTHER THAN ANY EMPLOYEE BENEFIT PLAN (OR
RELATED TRUST) SPONSORED OR MAINTAINED BY THE SURVIVING CORPORATION OR THE
PARENT CORPORATION), IS OR BECOMES THE BENEFICIAL OWNER, DIRECTLY OR INDIRECTLY,
OF 30% OR MORE OF THE TOTAL VOTING POWER OF THE OUTSTANDING VOTING SECURITIES
ELIGIBLE TO ELECT DIRECTORS OF THE PARENT CORPORATION (OR, IF THERE IS NO PARENT
CORPORATION, THE SURVIVING CORPORATION); AND (III) AT LEAST A MAJORITY OF THE
MEMBERS OF THE BOARD OF DIRECTORS OF THE PARENT CORPORATION (OR, IF THERE IS NO
PARENT CORPORATION, THE SURVIVING CORPORATION) FOLLOWING THE CONSUMMATION OF THE
BUSINESS COMBINATION WERE INCUMBENT DIRECTORS AT THE TIME OF THE BOARD'S
APPROVAL OF THE EXECUTION OF THE INITIAL AGREEMENT PROVIDING FOR SUCH BUSINESS
COMBINATION (ANY BUSINESS COMBINATION WHICH SATISFIES ALL OF THE CRITERIA
SPECIFIED IN (I), (II) AND (III) ABOVE SHALL BE DEEMED TO BE A "NON-QUALIFYING
TRANSACTION");"
5.
PARAGRAPH (E) OF SECTION 11.3 OF THE PLAN, ALLOWING THE BOARD TO DETERMINE
IN ITS DISCRETION THAT ADDITIONAL EVENTS NOT OTHERWISE DESCRIBED IN THE
SECTION 11.3 OF THE PLAN CONSTITUTE A "CHANGE IN CONTROL," IS HEREBY DELETED.
6.
THE FINAL SENTENCE OF SECTION 11.3 OF THE PLAN, DEFINING A "CHANGE IN
CONTROL," IS AMENDED TO READ AS FOLLOWS:
"Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
solely because any person acquires beneficial ownership of more than 30%
of the Company Voting Securities as a result