(I) EMPLOYEE'S BASE SALARY FOR THE
TWELVE (12) MONTHS PRECEDING THE CHANGE OF CONTROL PLUS THE EMPLOYEE'S TARGET
BONUS FOR THE SAME PERIOD (BUT NOT LESS THAN 75% OF SUCH BASE SALARY), OR
(II) EMPLOYEE'S BASE SALARY ON AN ANNUALIZED BASIS AND THE EMPLOYEE'S TARGET
BONUS AS OF THE TERMINATION DATE (BUT NOT LESS THAN 75% OF SUCH BASE SALARY).
(B)
CAUSE.
"CAUSE" SHALL MEAN (I) ANY ACT OF
PERSONAL DISHONESTY TAKEN BY THE EMPLOYEE IN CONNECTION WITH HIS
RESPONSIBILITIES AS AN EMPLOYEE AND INTENDED TO RESULT IN SUBSTANTIAL PERSONAL
ENRICHMENT OF THE EMPLOYEE, (II) THE CONVICTION OF OR PLEA OF NOLO CONTENDERE TO
A FELONY, (III) A WILLFUL ACT BY THE EMPLOYEE THAT CONSTITUTES GROSS MISCONDUCT
AND THAT IS INJURIOUS TO THE COMPANY, OR (IV) FOR A PERIOD OF NOT LESS THAN
THIRTY (30) DAYS FOLLOWING DELIVERY TO THE EMPLOYEE OF A WRITTEN DEMAND FOR
PERFORMANCE FROM THE COMPANY THAT DESCRIBES THE BASIS FOR THE COMPANY'S BELIEF
THAT THE EMPLOYEE HAS NOT SUBSTANTIALLY PERFORMED HIS DUTIES, CONTINUED
VIOLATIONS BY THE EMPLOYEE OF THE EMPLOYEE'S OBLIGATIONS TO THE COMPANY THAT ARE
DEMONSTRABLY WILLFUL AND DELIBERATE ON THE EMPLOYEE'S PART.
ANY DISMISSAL FOR
CAUSE MUST BE APPROVED BY THE COMPANY'S BOARD OF DIRECTORS PRIOR TO THE
DISMISSAL DATE.
(C)
CHANGE OF CONTROL.
"CHANGE OF CONTROL"
MEANS THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS:
(I)
ANY "PERSON" (AS SUCH TERM IS USED IN SECTIONS 13(D) AND
14(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED) BECOMES THE
"BENEFICIAL OWNER" (AS DEFINED IN RULE 13D-3 UNDER SAID ACT), DIRECTLY OR
INDIRECTLY, OF SECURITIES OF THE COMPANY REPRESENTING FIFTY PERCENT (50%) OR
MORE OF THE TOTAL VOTING POWER REPRESENTED BY THE COMPANY'S THEN OUTSTANDING
VOTING SECURITIES;
(II)
A CHANGE IN THE COMPOSITION OF THE BOARD OCCURRING WITHIN A
TWELVE-MONTH PERIOD, AS A RESULT OF WHICH FEWER THAN A MAJORITY OF THE DIRECTORS
ARE INCUMBENT DIRECTORS.
"INCUMBENT DIRECTORS" SHALL MEAN DIRECTORS WHO EITHER
(A) ARE DIRECTORS OF THE COMPANY AS OF THE DATE HEREOF, OR (B) ARE ELECTED, OR
NOMINATED FOR ELECTION, TO THE BOARD WITH THE AFFIRMATIVE VOTES OF AT LEAST A
MAJORITY OF THE INCUMBENT DIRECTORS AT THE TIME OF SUCH ELECTION OR NOMINATION
(BUT SHALL NOT INCLUDE AN INDIVIDUAL WHOSE ELECTION OR NOMINATION IS IN
CONNECTION WITH AN ACTUAL OR THREATENED PROXY CONTEST RELATING TO THE ELECTION
OF DIRECTORS TO THE COMPANY);
(III)
THE CONSUMMATION OF A MERGER OR CONSOLIDATION OF THE COMPANY WITH
ANY OTHER CORPORATION, OTHER THAN A MERGER OR CONSOLIDATION THAT 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 VOTING SECURITIES OF THE SURVIVING ENTITY OR SUCH SURVIVING ENTITY'S
PARENT) AT LEAST FIFTY PERCENT (50%) OF THE TOTAL VOTING POWER REPRESENTED BY
THE VOTING SECURITIES OF THE COMPANY OR SUCH SURVIVING ENTITY OR SUCH SURVIVING
ENTITY'S PARENT OUTSTANDING IMMEDIATELY AFTER SUCH MERGER OR CONSOLIDATION;
6
(IV)
THE CONSUMMATION OF THE SALE OR DISPOSITION BY THE COMPANY OF ALL OR