PROVIDED, THAT IN NO EVENT SHALL THE
CONSUMMATION OF THE PROPOSED TRANSACTION CONSTITUTE A CHANGE IN CONTROL FOR
PURPOSES OF THIS AGREEMENT.
(H)
"CHANGE OF CONTROL SEVERANCE TERM" SHALL MEAN THE TWENTY-FOUR (24)
MONTH PERIOD FOLLOWING EMPLOYEE'S TERMINATION PURSUANT TO SECTION 8(H) BELOW.
(I)
"CODE" SHALL MEAN THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
(J)
"COMMON SHARES" SHALL HAVE THE MEANING SET FORTH IN
SECTION 4(C) BELOW.
(K)
"COMPANY" SHALL HAVE THE MEANING SET FORTH IN THE PREAMBLE HERETO.
(L)
"COMPANY GROUP" SHALL MEAN THE COMPANY TOGETHER WITH ANY DIRECT OR
INDIRECT SUBSIDIARIES OF THE COMPANY.
(M)
"COMPENSATION COMMITTEE" SHALL MEAN THE BOARD OR THE COMMITTEE OF
THE BOARD DESIGNATED TO MAKE COMPENSATION DECISIONS RELATING TO SENIOR EXECUTIVE
OFFICERS OF THE COMPANY GROUP.
(N)
"COMPETITIVE ACTIVITIES" SHALL MEAN ANY BUSINESS ACTIVITIES IN
WHICH THE COMPANY OR ANY OTHER MEMBER OF THE COMPANY GROUP ENGAGES DURING THE
TERM OF EMPLOYMENT.
(O)
"CONFIDENTIAL INFORMATION" SHALL MEAN CONFIDENTIAL OR PROPRIETARY
TRADE SECRETS, CLIENT LISTS, CLIENT IDENTITIES AND INFORMATION, INFORMATION
REGARDING SERVICE PROVIDERS, INVESTMENT METHODOLOGIES, MARKETING DATA OR PLANS,
SALES PLANS, MANAGEMENT ORGANIZATION INFORMATION, OPERATING POLICIES OR MANUALS,
BUSINESS PLANS OR OPERATIONS OR TECHNIQUES, FINANCIAL RECORDS OR DATA, OR OTHER
FINANCIAL, COMMERCIAL, BUSINESS, OR TECHNICAL INFORMATION (I) RELATING TO THE
COMPANY OR ANY OTHER MEMBER OF THE COMPANY GROUP OR (II) THAT THE COMPANY OR ANY
OTHER MEMBER OF THE COMPANY GROUP MAY RECEIVE BELONGING TO SUPPLIERS, CUSTOMERS,
OR OTHERS WHO DO BUSINESS WITH THE COMPANY OR ANY OTHER MEMBER OF THE COMPANY
GROUP, BUT SHALL EXCLUDE ANY INFORMATION THAT IS IN THE PUBLIC DOMAIN OR
HEREAFTER ENTERS THE PUBLIC DOMAIN, IN EACH CASE WITHOUT THE BREACH BY EMPLOYEE
OF SECTION 9(A) BELOW.
(P)
"DEVELOPMENTS" SHALL HAVE THE MEANING SET FORTH IN
SECTION 9(F) BELOW.
(Q)
"DISABILITY" SHALL MEAN ANY PHYSICAL OR MENTAL DISABILITY OR
INFIRMITY OF THE EMPLOYEE THAT HAS PREVENTED THE PERFORMANCE OF EMPLOYEE'S
DUTIES FOR A PERIOD OF (I) NINETY (90) CONSECUTIVE DAYS OR (II) ONE HUNDRED
TWENTY (120) NON-CONSECUTIVE DAYS DURING ANY TWELVE (12) MONTH PERIOD.
ANY
QUESTION AS TO THE EXISTENCE, EXTENT, OR POTENTIALITY OF EMPLOYEE'S DISABILITY
UPON WHICH EMPLOYEE AND THE COMPANY CANNOT AGREE SHALL BE DETERMINED BY A
QUALIFIED, INDEPENDENT PHYSICIAN SELECTED BY THE COMPANY AND APPROVED BY
EMPLOYEE (WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD).
THE DETERMINATION
OF ANY SUCH PHYSICIAN SHALL BE FINAL AND CONCLUSIVE FOR ALL PURPOSES OF THIS
AGREEMENT.
(R)
"EFFECTIVE DATE" SHALL HAVE THE MEANING SET FORTH IN THE RECITALS
ABOVE.
(S)
"EMPLOYEE" SHALL HAVE THE MEANING SET FORTH IN THE PREAMBLE HERETO.
(T)
"GOOD REASON" SHALL MEAN, WITHOUT EMPLOYEE'S CONSENT, (I) A
DIMINUTION IN EMPLOYEE'S TITLE, DUTIES, OR RESPONSIBILITIES, (II) A REDUCTION IN
THE BASE SALARY, STI AWARD TARGET OR LTI AWARD TARGET, (III) THE FAILURE OF THE
COMPANY TO PAY ANY COMPENSATION HEREUNDER WHEN DUE OR TO PERFORM ANY OTHER
OBLIGATION OF THE COMPANY HEREUNDER, OR (IV)
FAILURE OF THE COMPANY TO OBTAIN A
WRITTEN
2
AGREEMENT FROM ANY SUCCESSOR OR ASSIGN OF THE COMPANY TO ASSUME THE