WAIVED, TERMINATED OR DISCHARGED AND SIGNED BY EACH OF THE LIN COMPANIES AND
EXECUTIVE, AND EACH SUCH AMENDMENT, MODIFICATION, WAIVER, TERMINATION OR
DISCHARGE SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC
PURPOSE FOR WHICH IT IS GIVEN. NO PROVISION OF THIS AGREEMENT SHALL BE VARIED,
CONTRADICTED OR EXPLAINED BY ANY ORAL AGREEMENT, COURSE OF DEALING OR
PERFORMANCE OR ANY OTHER MATTER NOT SET FORTH IN AN AGREEMENT IN WRITING AND
SIGNED BY EACH OF THE LIN COMPANIES AND EXECUTIVE.
22.
CHOICE OF LAW AND FORUM. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF RHODE ISLAND. EMPLOYEE
HEREBY (A) SUBMITS TO PERSONAL JURISDICTION IN THE STATE OF RHODE ISLAND FOR ANY
ACTION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT; (B) WAIVES ANY AND
ALL PERSONAL RIGHTS UNDER THE LAWS OF ANY STATE TO OBJECT TO JURISDICTION WITHIN
THE STATE OF RHODE ISLAND; AND (C) AGREES THAT FOR ANY CAUSE OF ACTION ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT, VENUE IS SOLELY PROPER IN ANY STATE
OR FEDERAL COURT WITHIN RHODE ISLAND.
23.
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.
24.
CERTAIN DEFINITIONS. THE CAPITALIZED TERMS CONTAINED AND USED IN
THIS AGREEMENT WHICH ARE DEFINED BELOW SHALL HAVE THE RESPECTIVE MEANINGS
ASCRIBED TO THEM AS FOLLOWS:
(A)
"CHANGE IN CONTROL" SHALL MEAN THE OCCURRENCE OF ANY OF THE
FOLLOWING EVENTS:
(I)
ANY SALE, LEASE, EXCHANGE, OR OTHER TRANSFER (IN ONE TRANSACTION
OR SERIES OF RELATED TRANSACTIONS) OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF
PARENT TO ANY PERSON OR GROUP OF RELATED PERSONS FOR PURPOSES OF
SECTION 13(D) OF THE EXCHANGE ACT, OTHER THAN ONE OR MORE MEMBERS OF THE
SHAREHOLDER GROUP;
(II)
A MAJORITY OF THE BOARD OF PARENT SHALL CONSIST OF PERSONS WHO
ARE NOT CONTINUING DIRECTORS;
(III)
THE ACQUISITION BY ANY PERSON OR GROUP (OTHER THAN (A) ONE OR
MORE MEMBERS OF THE SHAREHOLDER GROUP OR (B) WITH RESPECT TO A TRANSFEREE OF
SHARES OF CLASS C COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF PARENT, (1) ONE OR
MORE MEMBERS OF THE SHAREHOLDER GROUP OR (2) ANY PERSON APPROVED BY AN
AFFIRMATIVE VOTE OF NO LESS THAN TWO-THIRDS OF THE DISINTERESTED MEMBERS OF THE
BOARD OF PARENT) OF THE POWER, DIRECTLY OR INDIRECTLY, TO VOTE OR DIRECT THE
VOTING OF SECURITIES HAVING MORE THAN 50% OF THE ORDINARY VOTING POWER FOR THE
ELECTION OF DIRECTORS OF PARENT;
(IV)
THE ACQUISITION BY ANY PERSON OR GROUP OF SHARES OF THE CAPITAL
STOCK OF PARENT REPRESENTING IN THE AGGREGATE MORE THAN 40% OF THE ISSUED AND
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OUTSTANDING SHARES OF SUCH CAPITAL STOCK AND, AS OF THE TIME OF SUCH
ACQUISITION, NO OTHER PERSON OR GROUP HOLDS, IN THE AGGREGATE,