PARTICIPANT'S LIFETIME ON A FORM DESIGNATED BY AND ACCEPTABLE
TO THE COMMITTEE, FROM TIME TO TIME, FOR SUCH PURPOSE (THE "BENEFICIARY
DESIGNATION FORM") AND MAY INCLUDE SUCCESSIVE OR CONTINGENT BENEFICIARIES.
A
PARTICIPANT, BY FILING A BENEFICIARY DESIGNATION FORM WITH THE COMPANY DURING
THE PARTICIPANT'S LIFETIME, MAY CHANGE A BENEFICIARY DESIGNATION AT ANY TIME,
AND FROM TIME TO TIME, WITHOUT THE CONSENT OF OR NOTICE TO ANY PERSON PREVIOUSLY
DESIGNATED BY THE PARTICIPANT.
(C)
"CHANGE OF CONTROL" OF THE COMPANY MEANS, AND SHALL BE DEEMED TO
HAVE OCCURRED UPON ANY OF THE FOLLOWING EVENTS:
(I)
TOGETHER WITH SECURITIES OF THE COMPANY ALREADY HELD BY SUCH
PERSON, ANY PERSON (OTHER THAN THOSE PERSONS ALREADY IN CONTROL OF THE COMPANY
AS OF THE DATE OF THE CORPORATE TRANSACTION, OR OTHER THAN A TRUSTEE OR OTHER
FIDUCIARY HOLDING SECURITIES UNDER AN EMPLOYEE BENEFIT PLAN OF THE COMPANY, OR A
CORPORATION OR OTHER ENTITY OWNED DIRECTLY OR INDIRECTLY BY THE STOCKHOLDERS OF
THE COMPANY IN
3
SUBSTANTIALLY THE SAME PROPORTIONS AS THEIR OWNERSHIP OF STOCK OF THE COMPANY)
BECOMES THE BENEFICIAL OWNER, DIRECTLY OR INDIRECTLY, OF SECURITIES OF THE
COMPANY REPRESENTING MORE THAN FIFTY PERCENT (50%) OF THE TOTAL VOTING POWER OF
THE COMPANY'S THEN OUTSTANDING SECURITIES; PROVIDED, HOWEVER, THAT A CHANGE IN
CONTROL SHALL NOT RESULT FROM:
(A)
DANFOSS A/S (AS DEFINED HEREIN) ACQUIRING SECURITIES OF THE COMPANY
FROM THE MURMANN GROUP, AS SUCH TERM IS DEFINED BELOW, EITHER DIRECTLY, OR
INDIRECTLY BY ACQUIRING VOTING CONTROL OF DANFOSS MURMANN HOLDING A/S OR ITS
SUCCESSOR; OR
(B)
THE MURMANN GROUP (AS DEFINED HEREIN) ACQUIRING SECURITIES OF THE
COMPANY FROM DANFOSS A/S EITHER DIRECTLY, OR INDIRECTLY BY ACQUIRING VOTING
CONTROL OF DANFOSS MURMANN HOLDING A/S OR ITS SUCCESSOR; OR
(II)
DURING ANY PERIOD OF TWELVE (12) CONSECUTIVE MONTHS, A MAJORITY
OF THE INDIVIDUALS WHO AT THE BEGINNING OF SUCH PERIOD CONSTITUTE THE BOARD ARE
REPLACED DURING SUCH PERIOD BY INDIVIDUALS WHOSE APPOINTMENT OR ELECTION IS NOT
ENDORSED BY A MAJORITY OF THE MEMBERS OF THE COMPANY'S BOARD PRIOR TO THE DATE
OF THE APPOINTMENT OR ELECTION; OR
(III)
THE CONSUMMATION OF A PLAN OF COMPLETE LIQUIDATION OF THE
COMPANY; OR
(IV)
THE SALE OR DISPOSITION OF ALL OR SUBSTANTIALLY ALL THE COMPANY'S
ASSETS (I.E., GREATER THAN 80% OF THE TOTAL GROSS FAIR MARKET VALUE OF ALL OF
THE ASSETS OF THE COMPANY IMMEDIATELY PRIOR TO SUCH SALE OR DISPOSITION) WITHIN
A 12-MONTH PERIOD ENDING ON THE DATE OF THE MOST RECENT SALE OR DISPOSITION; OR
(V)
A MERGER, CONSOLIDATION, OR REORGANIZATION OF THE COMPANY WITH OR
INVOLVING ANY OTHER CORPORATION, OTHER THAN A MERGER, CONSOLIDATION, OR
REORGANIZATION 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) MORE THAN FIFTY PERCENT (50%) OF THE COMBINED VOTING POWER OF
THE VOTING SECURITIES OF THE COMPANY (OR SUCH SURVIVING ENTITY) OUTSTANDING
IMMEDIATELY AFTER SUCH MERGER, CONSOLIDATION, OR REORGANIZATION.
However, in no event shall a "Change