SECTION 16(B).
NOTWITHSTANDING THE FOREGOING, IF A SALE WITHIN THE APPLICABLE TIME PERIODS SET
FORTH IN SECTION 8.1 OF SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION WOULD
SUBJECT THE PARTICIPANT TO SUIT UNDER SECTION 16(B) OF THE EXCHANGE ACT, THE
OPTION SHALL REMAIN EXERCISABLE UNTIL THE EARLIEST TO OCCUR OF (I) THE TENTH
(10TH) DAY FOLLOWING THE DATE ON WHICH A SALE OF SUCH SHARES BY THE PARTICIPANT
WOULD NO LONGER BE SUBJECT TO SUCH SUIT, (II) THE ONE HUNDRED AND NINETIETH
(190TH) DAY AFTER THE PARTICIPANT'S TERMINATION OF SERVICE, OR (III) THE OPTION
EXPIRATION DATE.
7
8.4
TERMINATION FOR CAUSE.
NOTWITHSTANDING ANY OTHER PROVISION OF
THIS OPTION AGREEMENT, IF THE PARTICIPANT'S SERVICE IS TERMINATED FOR CAUSE (AS
DEFINED BELOW), THE OPTION SHALL TERMINATE AND CEASE TO BE EXERCISABLE ON THE
EFFECTIVE DATE OF SUCH TERMINATION OF SERVICE.
8.5
CERTAIN DEFINITIONS.
(A)
"TERMINATION AFTER CHANGE IN CONTROL" SHALL MEAN EITHER OF THE
FOLLOWING EVENTS OCCURRING WITHIN TWELVE (12) MONTHS AFTER A CHANGE IN CONTROL:
(I)
TERMINATION BY THE PARTICIPATING COMPANY GROUP OF THE
PARTICIPANT'S SERVICE FOR ANY REASON OTHER THAN FOR CAUSE (AS DEFINED BELOW); OR
(II)
THE PARTICIPANT'S RESIGNATION FOR GOOD REASON (AS DEFINED BELOW)
FROM ALL CAPACITIES IN WHICH THE PARTICIPANT IS THEN RENDERING SERVICE WITHIN A
REASONABLE PERIOD OF TIME FOLLOWING THE EVENT CONSTITUTING GOOD REASON.
(III)
NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, TERMINATION
AFTER CHANGE IN CONTROL SHALL NOT INCLUDE ANY TERMINATION OF THE PARTICIPANT'S
SERVICE WHICH (1) IS FOR CAUSE (AS DEFINED BELOW); (2) IS A RESULT OF THE
PARTICIPANT'S NORMAL RETIREMENT, EARLY RETIREMENT, DEATH OR DISABILITY; (3) IS A
RESULT OF THE PARTICIPANT'S VOLUNTARY TERMINATION OF SERVICE OTHER THAN FOR GOOD
REASON; OR (4) OCCURS PRIOR TO THE EFFECTIVENESS OF A CHANGE IN CONTROL.
(B)
"CAUSE" SHALL MEAN ANY OF THE FOLLOWING: (I) THE PARTICIPANT'S
CONVICTION OF A FELONY; (II) THE PARTICIPANT'S MATERIAL ACT OF FRAUD, DISHONESTY
OR OTHER MALFEASANCE; OR (III) THE PARTICIPANT'S WILLFUL, IMPROPER DISCLOSURE OF
A PARTICIPATING COMPANY'S CONFIDENTIAL OR PROPRIETARY INFORMATION.
(C)
"GOOD REASON" SHALL MEAN ANY ONE OR MORE OF THE FOLLOWING:
(I)
WITHOUT THE PARTICIPANT'S EXPRESS WRITTEN CONSENT, THE ASSIGNMENT
TO THE PARTICIPANT OF ANY DUTIES, OR ANY LIMITATION OF THE PARTICIPANT'S
RESPONSIBILITIES, SUBSTANTIALLY INCONSISTENT WITH THE PARTICIPANT'S POSITIONS,
DUTIES, RESPONSIBILITIES AND STATUS WITH THE PARTICIPATING COMPANY GROUP
IMMEDIATELY PRIOR TO THE DATE OF THE CHANGE IN CONTROL;
(II)
WITHOUT THE PARTICIPANT'S EXPRESS WRITTEN CONSENT, THE RELOCATION
BY MORE THAN 35 MILES OF THE PRINCIPAL PLACE OF THE PARTICIPANT'S SERVICE
IMMEDIATELY PRIOR TO THE DATE OF THE CHANGE IN CONTROL, OR THE IMPOSITION OF
TRAVEL REQUIREMENTS SUBSTANTIALLY MORE DEMANDING OF THE PARTICIPANT THAN SUCH
TRAVEL REQUIREMENTS EXISTING IMMEDIATELY PRIOR TO THE DATE OF THE CHANGE IN
CONTROL;
(III)
ANY FAILURE BY THE PARTICIPATING COMPANY GROUP TO PAY, OR ANY
MATERIAL REDUCTION BY THE PARTICIPATING COMPANY GROUP OF, (1) THE PARTICIPANT'S
BASE SALARY IN EFFECT IMMEDIATELY PRIOR TO THE DATE OF THE CHANGE IN CONTROL
(UNLESS REDUCTIONS COMPARABLE IN AMOUNT, OR PERCENTAGE, AND DURATION ARE
CONCURRENTLY