exercised by the
Board. If for any reason the appointed Committee does not meet the requirements
of Rule 16b-3 or Section 162(m) of the Code, such noncompliance shall not affect
the validity of Awards, grants, interpretations or other actions of the
Committee.
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2.11
"COMMON STOCK" MEANS THE COMMON STOCK, $1.00 PAR VALUE PER SHARE, OF
THE COMPANY.
2.12
"COMPANY" MEANS UNITED INDUSTRIAL CORPORATION,
A DELAWARE
CORPORATION, AND ITS SUCCESSORS BY OPERATION OF LAW.
2.13
"CONSULTANT" MEANS ANY NATURAL PERSON WHO PROVIDES BONA FIDE
CONSULTING OR ADVISORY SERVICES TO THE COMPANY OR ITS AFFILIATES PURSUANT TO A
WRITTEN AGREEMENT, WHICH ARE NOT IN CONNECTION WITH THE OFFER AND SALE OF
SECURITIES IN A CAPITAL-RAISING TRANSACTION.
2.14
"DETRIMENTAL ACTIVITY" MEANS:
(A)
DISCLOSING, DIVULGING, FURNISHING OR MAKING
AVAILABLE TO ANYONE AT ANY TIME, EXCEPT AS NECESSARY IN THE FURTHERANCE OF
PARTICIPANT'S RESPONSIBILITIES TO THE COMPANY OR ANY OF ITS AFFILIATES, EITHER
DURING OR SUBSEQUENT TO PARTICIPANT'S SERVICE RELATIONSHIP WITH THE COMPANY OR
ITS AFFILIATES, ANY KNOWLEDGE OR INFORMATION WITH RESPECT TO CONFIDENTIAL OR
PROPRIETARY INFORMATION, METHODS, PROCESSES, PLANS OR MATERIALS OF THE COMPANY
OR ANY OF ITS AFFILIATES, OR WITH RESPECT TO ANY OTHER CONFIDENTIAL OR
PROPRIETARY ASPECTS OF THE BUSINESS OF THE COMPANY OR ANY OF ITS AFFILIATE,
ACQUIRED BY THE PARTICIPANT AT ANY TIME PRIOR TO THE PARTICIPANT'S TERMINATION;
(B)
ANY ACTIVITY WHILE EMPLOYED OR PERFORMING SERVICES
THAT RESULTS, OR IF KNOWN COULD REASONABLY BE EXPECTED TO RESULT, IN THE
PARTICIPANT'S TERMINATION THAT IS CLASSIFIED BY THE COMPANY AS A TERMINATION FOR
CAUSE;
(C)
(I) DIRECTLY OR INDIRECTLY SOLICITING, ENTICING
OR INDUCING ANY EMPLOYEE OF THE COMPANY OR OF ANY OF ITS AFFILIATES TO BE
EMPLOYED BY AN PERSON, FIRM OR CORPORATION WHICH IS, DIRECTLY OR INDIRECTLY, IN
COMPETITION WITH THE BUSINESS OR ACTIVITIES OF THE COMPANY OR ANY OF ITS
AFFILIATES; (II) DIRECTLY OR INDIRECTLY APPROACHING ANY SUCH EMPLOYEE FOR THESE
PURPOSES; (III) AUTHORIZING OR KNOWINGLY APPROVING THE TAKING OF SUCH ACTIONS BY
OTHER PERSONS ON BEHALF OF ANY SUCH PERSON, FIRM OR CORPORATION, OR ASSISTING
ANY SUCH PERSON, FIRM OR CORPORATION IN TAKING SUCH ACTION; (IV) DIRECTLY OR
INDIRECTLY SOLICITING, RAIDING, ENTICING OR INDUCING ANY PERSON, FIRM OR
CORPORATION (OTHER THAN THE U.S. GOVERNMENT OR ITS AGENCIES) WHO OR WHICH IS, OR
AT ANY TIME FROM AND AFTER THE DATE OF GRANT OF THE AWARD WAS, A CUSTOMER OF THE
COMPANY OR OF ANY OF ITS AFFILIATES TO BECOME A CUSTOMER FOR THE SAME OR SIMILAR
PRODUCTS WHICH IT PURCHASED FROM THE COMPANY OR ANY OF ITS AFFILIATES, OR ANY
OTHER PERSON, FIRM OR CORPORATION, OR APPROACHING ANY SUCH CUSTOMER FOR SUCH
PURPOSE OR AUTHORIZE OR KNOWINGLY APPROVING THE TAKING OF SUCH ACTIONS BY ANY
OTHER PERSON; OR
(D)
A MATERIAL BREACH OF ANY AGREEMENT BETWEEN THE
PARTICIPANT AND THE COMPANY OR AN AFFILIATE (INCLUDING, WITHOUT LIMITATION, ANY
EMPLOYMENT AGREEMENT OR NONCOMPETITION OR NONSOLICITATION AGREEMENT). UNLESS
OTHERWISE DETERMINED BY THE COMMITTEE AT GRANT, DETRIMENTAL ACTIVITY
3
SHALL NOT BE DEEMED TO OCCUR AFTER THE END OF