BY THE COMPANY; (D) GROSS NEGLIGENCE,
WILLFUL MISCONDUCT, OR ENGAGING IN A PATTERN OF BEHAVIOR WHICH HAS HAD OR IS
REASONABLY LIKELY TO HAVE A SIGNIFICANT ADVERSE EFFECT ON THE COMPANY, AS
REASONABLY DETERMINED BY THE COMPANY; OR (E) WILLFULLY ENGAGING IN ANY ACT OR
OMISSION THAT IS IN MATERIAL VIOLATION OF A MATERIAL POLICY OF THE COMPANY,
INCLUDING, WITHOUT LIMITATION, POLICIES ON BUSINESS ETHICS AND CONDUCT, AND
POLICIES ON THE USE OF INSIDE INFORMATION AND INSIDER TRADING.
(II)
GOOD REASON.
FOR PURPOSES OF THIS AGREEMENT, THE TERM "GOOD
REASON" MEANS (A) A MATERIAL ADVERSE CHANGE IN YOUR STATUS OR POSITION,
INCLUDING, WITHOUT LIMITATION, ANY MATERIAL DIMINUTION IN YOUR POSITION, DUTIES,
RESPONSIBILITIES OR AUTHORITY OR THE ASSIGNMENT TO YOU OF
2
DUTIES OR RESPONSIBILITIES THAT ARE MATERIALLY INCONSISTENT WITH YOUR STATUS OR
POSITION OR, IF APPLICABLE, A MATERIAL BREACH BY THE COMPANY OF YOUR EMPLOYMENT
AGREEMENT; (B) A REDUCTION IN YOUR ANNUAL BASE SALARY OR A FAILURE TO PAY SAME;
(C) A REDUCTION IN YOUR TARGET INCENTIVE AWARD OPPORTUNITIES, EXPRESSED AS A
PERCENTAGE OF YOUR BASE SALARY; (D) THE RELOCATION OF YOUR PRINCIPAL PLACE OF
EMPLOYMENT BY MORE THAN 50 MILES FROM THE CURRENT LOCATION; OR (E) AT THE TIME
OF A CHANGE IN CONTROL, THE SUCCESSOR OR ACQUIRING COMPANY FAILS OR REFUSES TO
ASSUME THE OBLIGATIONS OF THE COMPANY UNDER THIS AGREEMENT OR, IF APPLICABLE,
YOUR EMPLOYMENT AGREEMENT.
BEFORE TERMINATING EMPLOYMENT FOR GOOD REASON, YOU
MUST SPECIFY IN WRITING TO THE COMPANY THE NATURE OF THE ACT OR OMISSION THAT
YOU DEEM TO CONSTITUTE GOOD REASON AND PROVIDE THE COMPANY 30 DAYS AFTER RECEIPT
OF SUCH NOTICE TO REVIEW AND, IF REQUIRED, CORRECT THE SITUATION (AND THUS
PREVENT YOUR TERMINATION FOR GOOD REASON).
(III)
CHANGE IN CONTROL.
FOR PURPOSES OF THIS AGREEMENT, THE TERM
"CHANGE IN CONTROL" MEANS ANY OF THE FOLLOWING EVENTS OCCURRING AFTER THE DATE
OF AWARD:
(1)
THE ACQUISITION BY ANY INDIVIDUAL, ENTITY OR GROUP (WITHIN THE
MEANING OF SECTION 13(D)(3) OR 14(D)(2) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED FROM TIME TO TIME (A "COVERED PERSON")) OF BENEFICIAL OWNERSHIP
(WITHIN THE MEANING OF RULE 13D-3 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED FROM TIME TO TIME) OF 30% OR MORE OF EITHER THE THEN
OUTSTANDING SHARES OF THE COMMON STOCK OF THE COMPANY (THE "OUTSTANDING COMPANY
COMMON STOCK"), OR THE COMBINED VOTING POWER OF THE THEN OUTSTANDING VOTING
SECURITIES OF THE COMPANY ENTITLED TO VOTE GENERALLY IN THE ELECTION OF
DIRECTORS (THE "OUTSTANDING COMPANY VOTING SECURITIES"); PROVIDED, HOWEVER, THAT
FOR PURPOSES OF THIS SUBSECTION (1) OF THIS SECTION 2.6(III), THE FOLLOWING
ACQUISITIONS SHALL NOT CONSTITUTE A CHANGE IN CONTROL: (A) ANY ACQUISITION OF
SHARES OF THE COMPANY DIRECTLY FROM THE COMPANY, (B) ANY ACQUISITION OF SHARES
OF THE COMPANY BY THE COMPANY, (C) ANY ACQUISITION OF SHARES OF THE COMPANY BY
ANY EMPLOYEE BENEFIT PLAN (OR RELATED TRUST) SPONSORED OR MAINTAINED BY THE
COMPANY OR ANY ENTITY CONTROLLED BY THE COMPANY, OR (D) ANY ACQUISITION OF
SHARES OF THE