IN EMPLOYEE'S TITLE, DUTIES, OR RESPONSIBILITIES, (II) A REDUCTION IN
THE COVERED COMPENSATION, (III) THE FAILURE OF THE COMPANY TO PAY ANY
COMPENSATION HEREUNDER WHEN DUE OR TO PERFORM ANY OTHER OBLIGATION OF THE
COMPANY HEREUNDER, (IV) THE RELOCATION OF EMPLOYEE'S PRINCIPAL PLACE OF
EMPLOYMENT TO A COUNTRY OTHER THAN FRANCE, OR (V) FAILURE OF THE COMPANY TO
OBTAIN A WRITTEN AGREEMENT FROM ANY SUCCESSOR OR ASSIGN OF THE COMPANY TO ASSUME
THE OBLIGATIONS OF THE COMPANY UNDER THIS AGREEMENT UPON A CHANGE OF CONTROL.
(W)
"INTERFERING ACTIVITIES" SHALL MEAN (I) ENCOURAGING, SOLICITING, OR
INDUCING, OR IN ANY MANNER ATTEMPTING TO ENCOURAGE, SOLICIT, OR INDUCE, ANY
INDIVIDUAL EMPLOYED BY, OR INDIVIDUAL OR ENTITY PROVIDING CONSULTING SERVICES
TO, THE COMPANY OR ANY OTHER MEMBER OF THE COMPANY GROUP TO TERMINATE SUCH
EMPLOYMENT OR CONSULTING SERVICES; PROVIDED, THAT THE FOREGOING SHALL NOT BE
VIOLATED BY GENERAL ADVERTISING NOT TARGETED AT EMPLOYEES OR CONSULTANTS OF THE
COMPANY OR ANY OTHER MEMBER OF THE COMPANY GROUP; (II) HIRING ANY INDIVIDUAL WHO
WAS EMPLOYED BY THE COMPANY OR ANY OTHER MEMBER OF THE COMPANY GROUP WITHIN THE
SIX (6) MONTH PERIOD PRIOR TO THE DATE OF SUCH HIRING; OR (III) ENCOURAGING,
SOLICITING, OR INDUCING, OR IN ANY MANNER ATTEMPTING TO ENCOURAGE, SOLICIT, OR
INDUCE, ANY CUSTOMER, SUPPLIER, LICENSEE, OR OTHER BUSINESS RELATION OF THE
COMPANY OR ANY OTHER MEMBER OF THE COMPANY GROUP TO CEASE DOING BUSINESS WITH OR
MATERIALLY REDUCE THE AMOUNT OF BUSINESS CONDUCTED WITH THE COMPANY OR ANY OTHER
MEMBER OF THE COMPANY GROUP, OR IN ANY WAY INTERFERING WITH THE RELATIONSHIP
BETWEEN ANY SUCH CUSTOMER, SUPPLIER, LICENSEE, OR BUSINESS RELATION AND THE
COMPANY OR ANY OTHER MEMBER OF THE COMPANY GROUP.
(X)
"LTI AWARD" SHALL HAVE THE MEANING SET FORTH IN
SECTION 4(C) BELOW.
(Y)
"PERSON" SHALL MEAN ANY INDIVIDUAL, CORPORATION, PARTNERSHIP,
LIMITED LIABILITY COMPANY, JOINT VENTURE, ASSOCIATION, JOINT-STOCK COMPANY,
TRUST (CHARITABLE OR NON-CHARITABLE), UNINCORPORATED ORGANIZATION, OR OTHER FORM
OF BUSINESS ENTITY.
(Z)
"PROPOSED TRANSACTION" SHALL MEAN THE PROPOSED TRANSACTION WHEREBY
THE COMPANY WILL BECOME A WHOLLY-OWNED SUBSIDIARY OF TOREADOR HOLDING SAS, A
WHOLLY-OWNED SUBSIDIARY OF THE COMPANY.
(AA)
"RELEASE EXPIRATION DATE" SHALL MEAN THE DATE THAT IS TWENTY-ONE
(21) DAYS FOLLOWING THE DATE UPON WHICH THE COMPANY TIMELY DELIVERS EMPLOYEE THE
RELEASE CONTEMPLATED IN SECTION 8(H) BELOW, OR IN THE EVENT THAT SUCH
TERMINATION OF EMPLOYMENT IS "IN CONNECTION WITH AN EXIT INCENTIVE OR OTHER
EMPLOYMENT TERMINATION PROGRAM" (AS SUCH PHRASE IS DEFINED IN THE AGE
DISCRIMINATION IN EMPLOYMENT ACT OF 1967), THE DATE THAT IS FORTY-FIVE (45) DAYS
FOLLOWING SUCH DELIVERY DATE.
(BB)
"RESTRICTED AREA" SHALL MEAN FRANCE OR ANY OTHER JURISDICTION IN
WHICH THE COMPANY OR ANY OTHER MEMBER OF THE COMPANY GROUP ENGAGES IN BUSINESS
DURING THE TERM OF EMPLOYMENT, OR AT THE TIME OF A TERMINATION OF EMPLOYEE'S
EMPLOYMENT WAS ENGAGED IN BUSINESS.
(CC)
"RESTRICTED PERIOD" SHALL MEAN THE PERIOD COMMENCING ON THE
EFFECTIVE DATE AND EXTENDING TO THE TWELVE (12) MONTH ANNIVERSARY OF EMPLOYEE'S
TERMINATION OF EMPLOYMENT FOR ANY REASON.
(DD)
"SEVERANCE TERM" SHALL MEAN