BUSINESS COMBINATION, (I) ALL OR SUBSTANTIALLY
ALL OF THE INDIVIDUALS AND ENTITIES THAT
WERE THE BENEFICIAL OWNERS,
RESPECTIVELY, OF THE OUTSTANDING COMPANY COMMON STOCK AND THE OUTSTANDING
COMPANY VOTING SECURITIES IMMEDIATELY PRIOR TO SUCH BUSINESS COMBINATION
BENEFICIALLY OWN, DIRECTLY OR INDIRECTLY, MORE THAN 50% OF, RESPECTIVELY, THE
THEN OUTSTANDING SHARES OF COMMON STOCK (OR, FOR A NONCORPORATE ENTITY,
EQUIVALENT SECURITIES) AND THE COMBINED VOTING POWER OF THE THEN OUTSTANDING
VOTING
2
securities entitled to vote generally in the election of directors (or, for a
noncorporate entity, equivalent governing body), as the case may be, of the
entity resulting from such Business Combination (including, without limitation,
an entity that, as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Company Common
Stock and the Outstanding Company Voting Securities, as the case may be; (ii) no
Person (excluding any corporation resulting from such Business Combination or
any employee benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then-outstanding shares of common
stock of the corporation resulting from such Business Combination or the
combined voting power of the then-outstanding voting securities of such
corporation, except to the extent that such ownership existed prior to the
Business Combination and (iii) at least a majority of the members of the board
of directors (or, for a noncorporate entity, equivalent governing body) of the
entity resulting from such Business Combination were members of the Incumbent
Board at the time of the execution of the initial agreement, or of the action of
the Board, providing for such Business Combination; or
(D)
APPROVAL BY THE SHAREHOLDERS OF THE COMPANY OF A COMPLETE LIQUIDATION
OR DISSOLUTION OF THE COMPANY.
3.
EMPLOYMENT PERIOD.
THE COMPANY HEREBY AGREES TO CONTINUE THE
EXECUTIVE IN ITS EMPLOY, AND THE EXECUTIVE HEREBY AGREES TO REMAIN IN THE EMPLOY
OF THE COMPANY, SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, FOR THE
PERIOD COMMENCING ON THE EFFECTIVE DATE AND ENDING ON THE SECOND ANNIVERSARY OF
THE EFFECTIVE DATE (THE "EMPLOYMENT PERIOD").
THE EMPLOYMENT PERIOD SHALL
TERMINATE UPON THE EXECUTIVE'S TERMINATION OF EMPLOYMENT FOR ANY REASON.
4.
TERMS OF EMPLOYMENT.
(A)
POSITION AND DUTIES.
(I)
DURING THE EMPLOYMENT PERIOD, (A) THE EXECUTIVE'S POSITION
(INCLUDING STATUS, OFFICES, TITLES AND REPORTING REQUIREMENTS), AUTHORITY,
DUTIES AND RESPONSIBILITIES SHALL BE AT LEAST COMMENSURATE IN ALL MATERIAL
RESPECTS WITH THE MOST SIGNIFICANT OF THOSE HELD, EXERCISED AND ASSIGNED AT ANY
TIME DURING THE 120-DAY PERIOD IMMEDIATELY PRECEDING THE EFFECTIVE DATE AND (B)
THE EXECUTIVE'S SERVICES SHALL BE PERFORMED AT THE OFFICE WHERE THE EXECUTIVE
WAS EMPLOYED IMMEDIATELY PRECEDING THE EFFECTIVE DATE.
(II)
DURING THE EMPLOYMENT PERIOD, AND EXCLUDING ANY PERIODS OF VACATION
AND SICK LEAVE TO WHICH THE EXECUTIVE IS ENTITLED, THE EXECUTIVE AGREES TO
DEVOTE REASONABLE ATTENTION