THAT PROVIDES FOR A FORBEARANCE OF ANY MATERIAL PAYMENT OBLIGATION
OR MATERIAL COVENANT, IN EACH CASE, SUCH THAT AN AMOUNT THAT OTHERWISE WOULD BE
DUE AND PAYABLE (ACCORDING TO ITS TERMS, BY PUT, UPON DEFAULT AND ACCELERATION
OR OTHERWISE) IS
9
DELAYED OR OTHERWISE EXTENDED FOR AT LEAST TWELVE MONTHS OR THAT CONVERTS A
MATERIAL AMOUNT OF POI'S OR POAMI'S OBLIGATIONS OR INDEBTEDNESS FOR BORROWED
MONEY AS OF THE DATE HEREOF (INCLUDING ACCRUED OR ACCRETED INTEREST THEREON) TO
EQUITY AND/OR TO A SECURITY JUNIOR TO THE CLAIM'S EXISTING PRIORITY OR IS
OTHERWISE COMPROMISED, OR ANY CASH TENDER OFFER OR ANY COMBINATION THEREOF; OR
(II) (A) ANY MERGER, CONSOLIDATION, REORGANIZATION, RECAPITALIZATION, BUSINESS
COMBINATION OR OTHER TRANSACTION PURSUANT TO WHICH POI IS ACQUIRED BY, OR
COMBINED WITH, ANY PERSON, GROUP OF PERSONS, PARTNERSHIP, CORPORATION OR OTHER
ENTITY OTHER THAN A CURRENT DEBT HOLDER (AN "ACQUIROR") OR (B) THE ACQUISITION,
DIRECTLY OR INDIRECTLY BY AN ACQUIROR (OR BY ONE OR MORE PERSONS ACTING TOGETHER
WITH AN ACQUIROR PURSUANT TO A WRITTEN AGREEMENT OR OTHERWISE), IN A SINGLE
TRANSACTION OR A SERIES OF TRANSACTIONS, OF (X) ALL OR A PREPONDERANCE OF THE
ASSETS OR OPERATIONS OF POI, OR ALL OR ANY MATERIAL PORTION OF ANY OPERATING
DIVISION OF POI OR (Y) ALL, SUBSTANTIALLY ALL, OR A MAJORITY OF THE OUTSTANDING
OR NEWLY ISSUED SHARES OF POI'S (OR ANY OF ITS SUBSIDIARY'S) CAPITAL STOCK (OR
ANY SECURITIES CONVERTIBLE INTO, OR OPTIONS, WARRANTS OR OTHER RIGHTS TO ACQUIRE
SUCH CAPITAL STOCK); IN EACH CASE, WHETHER ACCOMPLISHED OUT-OF-COURT OR THROUGH
THE CONFIRMATION OF ANY PLAN OF REORGANIZATION PURSUANT TO SECTION 1129 OF THE
UNITED STATES BANKRUPTCY CODE, WHETHER THE REQUISITE CONSENTS WERE OBTAINED
IN-COURT OR OUT-OF-COURT.
(R)
"RETIREMENT" MEANS EXECUTIVE'S TERMINATION OF HIS EMPLOYMENT
ON OR AFTER HIS ATTAINMENT OF AGE 65.
(S)
"SUBSIDIARY" MEANS ANY CORPORATION OR OTHER ENTITY IN WHICH POI
HAS A DIRECT OR INDIRECT OWNERSHIP INTEREST OF 50% OR MORE OF THE TOTAL COMBINED
VOTING POWER OF THE THEN OUTSTANDING SECURITIES OR INTERESTS OF SUCH CORPORATION
OR OTHER ENTITY ENTITLED TO VOTE GENERALLY IN THE ELECTION OF DIRECTORS OR IN
WHICH POI HAS THE RIGHT TO DIRECTLY OR INDIRECTLY RECEIVE 50% OR MORE OF THE
DISTRIBUTION OF PROFITS OR 50% OR MORE OF THE ASSETS UPON LIQUIDATION OR
DISSOLUTION.
2.
EMPLOYMENT AND DUTIES.
(A)
TERM OF EMPLOYMENT.
THE COMPANY AGREES TO EMPLOY EXECUTIVE,
AND EXECUTIVE AGREES TO ENTER INTO EMPLOYMENT WITH THE COMPANY, IN ACCORDANCE
WITH THE TERMS AND PROVISIONS OF THIS AGREEMENT, FOR THE TERM OF THIS
AGREEMENT.
THE EXECUTION OF THIS AGREEMENT SHALL CONSTITUTE ACCEPTANCE BY
EXECUTIVE AND THE COMPANY THAT EXECUTIVE'S EMPLOYMENT SHALL NOT TERMINATE AS A
RESULT OF ANY CHANGE IN CONTROL PRIOR TO THE DATE HEREOF.
UPON TERMINATION OF
EXECUTIVE'S EMPLOYMENT (REGARDLESS OF WHETHER SUCH TERMINATION CONSTITUTES A
QUALIFYING TERMINATION OR NON-QUALIFYING TERMINATION), EXECUTIVE SHALL BE
RELIEVED OF ANY OBLIGATION TO CONTINUE TO PERFORM THE DUTIES DESCRIBED IN
SECTION 2(B) EFFECTIVE AS OF THE DATE OF TERMINATION.
THE TERMINATION OF THE
EMPLOYMENT RELATIONSHIP BY EITHER PARTY FOR