FELONY (REGARDLESS OF THE NATURE OF THE FELONY)
OR ANY OTHER CRIME INVOLVING DISHONESTY, FRAUD OR MORAL TURPITUDE;
(C)
THE PARTICIPANT'S WILLFUL MISCONDUCT OR
GROSS NEGLIGENCE, IN EITHER CASE, IN CONNECTION WITH THE PARTICIPANT'S
PERFORMANCE OF HIS OR HER DUTIES OF A MATERIAL NATURE; OR
(D)
A MATERIAL ACT OF DISHONESTY OR BREACH OF
TRUST ON THE PARTICIPANT'S PART RESULTING OR INTENDING TO RESULT, DIRECTLY OR
INDIRECTLY, IN MATERIAL PERSONAL OR FAMILY GAIN OR ENRICHMENT AT THE EXPENSE OF
THE EMPLOYER.
1.5
"CHANGE IN CONTROL" SHALL HAVE THE MEANING SET
FORTH IN APPENDIX A HERETO.
1.6
"CODE" SHALL MEAN THE INTERNAL REVENUE CODE OF
1986, AS AMENDED.
1.7
"COMMITTEE" SHALL MEAN THE COMPENSATION AND
STOCK OPTION COMMITTEE OF THE BOARD OR SUCH OTHER COMMITTEE APPOINTED BY THE
BOARD FROM TIME TO TIME TO ADMINISTER THE PLAN. NOTWITHSTANDING THE FOREGOING,
IF, AND TO THE EXTENT THAT NO COMMITTEE EXISTS WHICH HAS THE AUTHORITY TO
ADMINISTER THE PLAN, THE FUNCTIONS OF THE COMMITTEE SHALL BE EXERCISED BY THE
BOARD AND ALL REFERENCES HEREIN TO THE COMMITTEE SHALL BE DEEMED TO BE
REFERENCES TO THE BOARD.
1.8
"COMPANY" SHALL MEAN AAI CORPORATION, A
MARYLAND CORPORATION, AND ANY SUCCESSOR AS PROVIDED IN ARTICLE VII HEREOF.
1.9
"DISABILITY" SHALL MEAN A PARTICIPANT'S
DISABILITY THAT WOULD QUALIFY AS SUCH UNDER THE EMPLOYER'S LONG-TERM DISABILITY
PLAN WITHOUT REGARD TO ANY WAITING PERIODS SET FORTH IN SUCH PLAN.
1.10
"EFFECTIVE DATE" SHALL MEAN SEPTEMBER 1, 2007.
1.11
"ELIGIBLE EMPLOYEE" SHALL MEAN ANY FULL-TIME
EMPLOYEE OF THE COMPANY OR ANY OF ITS AFFILIATES, INCLUDING ANY EMPLOYEE WHO HAS
INCURRED A DISABILITY.
2
1.12
"EMPLOYER" SHALL MEAN THE COMPANY AND ANY AFFILIATE
AND THEIR SUCCESSORS AS PROVIDED IN ARTICLE VII HEREOF.
1.13
"ERISA" SHALL MEAN THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED.
1.14
"GOOD REASON" SHALL MEAN, EXCEPT AS OTHERWISE
PROVIDED IN AN INCENTIVE LETTER, THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS
WITHOUT THE PARTICIPANT'S EXPRESS WRITTEN CONSENT:
(A)
A RELOCATION OF THE PARTICIPANT'S PRINCIPAL
BUSINESS LOCATION TO AN AREA OUTSIDE A 50 MILE RADIUS OF THE PARTICIPANT'S
PRINCIPAL BUSINESS LOCATION AT THE TIME OF THE CHANGE IN CONTROL; OR
(B)
ANY REDUCTION IN THE PARTICIPANT'S BASE
SALARY OR FAILURE TO PAY A PARTICIPANT'S BASE SALARY THAT REMAINS UNCURED FOR
TEN (10) DAYS AFTER WRITTEN NOTICE OF SUCH BREACH IS GIVEN BY THE PARTICIPANT TO
THE EMPLOYER;
(C)
ANY DIMINUTION IN THE PARTICIPANT'S TITLE
OR ANY MATERIAL DIMINUTION IN THE PARTICIPANT'S AUTHORITY, DUTIES,
RESPONSIBILITIES OR REPORTING REQUIREMENTS; OR
(D)
FAILURE OF A SUCCESSOR TO ASSUME THE PLAN
AND THE OBLIGATIONS HEREUNDER IN WRITING.
1.15
"GROSS-UP PAYMENT" SHALL HAVE THE MEANING SET FORTH
IN APPENDIX B TO THE PLAN.
1.16
"INCENTIVE LETTER" SHALL MEAN THE LETTER FROM THE
COMPANY INFORMING AN ELIGIBLE EMPLOYEE OF THE COMPANY OR ANY AFFILIATE OF HIS OR
HER SELECTION TO BE A PARTICIPANT IN THE PLAN AND SETTING FORTH THE TERMS AND
CONDITIONS OF THE PARTICIPANT'S PARTICIPATION IN THE PLAN AS DETERMINED BY THE
COMMITTEE IN ITS SOLE DISCRETION.
1.17
"INDIVIDUAL