THE EXECUTIVE'S POSITION, AUTHORITY OR
RESPONSIBILITIES BEING SIGNIFICANTLY REDUCED;
(II)
THE EXECUTIVE BEING ASKED TO RELOCATE HIS
PRINCIPAL PLACE OF EMPLOYMENT SUCH THAT HIS COMMUTING DISTANCE FROM HIS
RESIDENCE PRIOR TO THE CHANGE OF CONTROL IS INCREASED BY OVER THIRTY-FIVE (35)
MILES;
(III)
THE EXECUTIVE'S ANNUAL BASE SALARY OR BONUS
BEING REDUCED; OR
(IV)
THE EXECUTIVE'S BENEFITS BEING MATERIALLY
REDUCED.
(G)
DEFINITION OF "CHANGE OF CONTROL."
FOR ALL
PURPOSES UNDER THIS AGREEMENT, "CHANGE OF CONTROL" SHALL MEAN ANY OF THE
FOLLOWING:
(I)
A SALE OF ALL OR SUBSTANTIALLY ALL OF
THE ASSETS OF THE COMPANY;
(II)
THE ACQUISITION OF MORE THAN FIFTY PERCENT
(50%) OF THE COMMON STOCK OF THE COMPANY (WITH ALL CLASSES OR SERIES THEREOF
TREATED AS A SINGLE CLASS) BY ANY PERSON OR GROUP OF PERSONS;
(III)
A REORGANIZATION OF THE COMPANY WHEREIN THE
HOLDERS OF COMMON STOCK OF THE COMPANY RECEIVE STOCK IN ANOTHER COMPANY (OTHER
THAN A SUBSIDIARY OF THE COMPANY), A MERGER OF THE COMPANY WITH ANOTHER COMPANY
WHEREIN THERE IS A FIFTY PERCENT (50%) OR GREATER CHANGE IN THE OWNERSHIP OF THE
COMMON STOCK OF THE COMPANY AS A RESULT OF SUCH MERGER, OR ANY OTHER TRANSACTION
IN WHICH THE COMPANY (OTHER THAN AS THE PARENT CORPORATION) IS CONSOLIDATED FOR
FEDERAL INCOME TAX PURPOSES OR IS ELIGIBLE TO BE CONSOLIDATED FOR FEDERAL INCOME
TAX PURPOSES WITH ANOTHER CORPORATION; OR
(IV)
IN THE EVENT THAT THE COMMON STOCK IS TRADED
ON AN ESTABLISHED SECURITIES MARKET, A PUBLIC ANNOUNCEMENT THAT ANY PERSON HAS
ACQUIRED OR HAS THE RIGHT TO ACQUIRE BENEFICIAL OWNERSHIP OF MORE THAN FIFTY
PERCENT (50%) OF THE THEN-OUTSTANDING COMMON STOCK AND FOR THIS PURPOSE THE
TERMS "PERSON" AND "BENEFICIAL OWNERSHIP" SHALL HAVE THE MEANINGS PROVIDED IN
SECTION 13(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 OR RELATED
RULES PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION, OR THE COMMENCEMENT
OF OR PUBLIC ANNOUNCEMENT OF AN INTENTION TO MAKE A TENDER OFFER OR EXCHANGE
OFFER FOR MORE THAN FIFTY PERCENT (50%) OF THE THEN OUTSTANDING COMMON STOCK.
7.
NON-SOLICITATION AND NON-DISCLOSURE.
(A)
NON-SOLICITATION.
DURING THE PERIOD
COMMENCING ON THE DATE OF THIS AGREEMENT AND CONTINUING UNTIL THE FIRST
ANNIVERSARY OF THE DATE WHEN THE EXECUTIVE'S EMPLOYMENT TERMINATED FOR ANY
REASON, THE EXECUTIVE SHALL NOT DIRECTLY OR INDIRECTLY, PERSONALLY OR THROUGH
OTHERS, SOLICIT OR ATTEMPT TO SOLICIT (ON THE EXECUTIVE'S OWN BEHALF OR ON
BEHALF OF ANY OTHER PERSON OR ENTITY) THE EMPLOYMENT OF ANY EMPLOYEE OF THE
COMPANY OR ANY OF THE COMPANY'S AFFILIATES.
(B)
PROPRIETARY INFORMATION.
AS A CONDITION OF
EMPLOYMENT, THE EXECUTIVE HAS ENTERED INTO A PROPRIETARY INFORMATION AND
INVENTIONS AGREEMENT WITH THE COMPANY, ATTACHED TO THIS AGREEMENT AS EXHIBIT A,
WHICH IS INCORPORATED HEREIN BY REFERENCE.
8.
SUCCESSORS.
(A)
COMPANY'S SUCCESSORS.
THIS AGREEMENT SHALL
BE BINDING UPON ANY SUCCESSOR (WHETHER DIRECT OR INDIRECT AND WHETHER BY
PURCHASE, LEASE, MERGER, CONSOLIDATION, LIQUIDATION OR OTHERWISE) TO ALL OR
SUBSTANTIALLY ALL OF THE COMPANY'S BUSINESS AND/OR ASSETS.
FOR ALL PURPOSES
UNDER THIS AGREEMENT, THE TERM "COMPANY" SHALL INCLUDE ANY SUCCESSOR TO THE