CONTROL" SHALL BE DEEMED TO HAVE OCCURRED IF
ANY OF THE FOLLOWING EVENTS SHALL HAVE OCCURRED:
(A)
THE COMPANY ENTERS INTO AN AGREEMENT, THE CONSUMMATION OF WHICH
WOULD RESULT IN THE OCCURRENCE OF A CHANGE IN CONTROL;
(B)
THE COMPANY PUBLICLY ANNOUNCES AN INTENTION TO TAKE OR TO CONSIDER
TAKING ACTIONS WHICH, IF CONSUMMATED, WOULD CONSTITUTE A CHANGE IN CONTROL;
(C)
ANY PERSON BECOMES THE BENEFICIAL OWNER, DIRECTLY OR INDIRECTLY,
OF SECURITIES OF THE COMPANY REPRESENTING 20% OR MORE OF EITHER THE THEN
OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY OR THE COMBINED VOTING POWER
OF THE COMPANY'S THEN OUTSTANDING SECURITIES; OR
(D)
THE BOARD ADOPTS A RESOLUTION TO THE EFFECT THAT, FOR PURPOSES OF
THIS AGREEMENT, A POTENTIAL CHANGE IN CONTROL HAS OCCURRED.
2.14.
"POTENTIAL CHANGE IN CONTROL PERIOD" SHALL COMMENCE UPON THE
OCCURRENCE OF A POTENTIAL CHANGE IN CONTROL AND SHALL LAPSE UPON THE OCCURRENCE
OF A CHANGE IN CONTROL OR, IF EARLIER (A) WITH RESPECT TO A POTENTIAL CHANGE IN
CONTROL OCCURRING PURSUANT TO SECTION 2.13(A); IMMEDIATELY UPON THE ABANDONMENT
OR TERMINATION OF THE APPLICABLE AGREEMENT; (B) WITH RESPECT TO A POTENTIAL
CHANGE IN CONTROL OCCURRING PURSUANT TO SECTION 2.13(B), IMMEDIATELY UPON A
PUBLIC ANNOUNCEMENT BY THE COMPANY THAT IT HAS ABANDONED ITS INTENTION TO TAKE
OR CONSIDER TAKING ACTIONS WHICH, IF CONSUMMATED, WOULD RESULT IN A CHANGE IN
CONTROL; OR (III) WITH RESPECT TO A POTENTIAL CHANGE IN CONTROL OCCURRING
PURSUANT TO SECTION 2.13(C) OR (D), UPON THE ONE YEAR
anniversary of the occurrence of a Potential Change in Control (or, in the case
of a Potential Change in Control occurring pursuant to Section 2.13(d), such
earlier date as may be determined by the Board).
In addition to the foregoing,
any termination of an Executive by the Company at the request of a third party
in contemplation of a Change in Control or Potential Change in Control shall be
deemed to have occurred within a Potential Change in Control Period.
2.15.
"RELEASE AGREEMENT" MEANS THE AGREEMENT REQUIRED TO BE SIGNED BY
THE EXECUTIVE AND RETURNED TO THE COMPANY, AS SET FORTH IN EXHIBIT A HERETO, AS
A CONDITION FOR RECEIVING CERTAIN OF THE PAYMENTS AND BENEFITS UNDER THIS
AGREEMENT.
THE FORM OF RELEASE AGREEMENT MAY BE AMENDED BY THE COMPANY AT ANY
TIME AND FROM TIME TO TIME TO REFLECT CHANGES IN THE LAW OR TO REFLECT SUCH
TERMS OF THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN THE PARTIES WHICH SURVIVE
THE EXECUTIVE'S TERMINATION OF EMPLOYMENT.
2.16.
"TERM" MEANS THE PERIOD OF TIME DESCRIBED IN ARTICLE I (INCLUDING
ANY EXTENSION, CONTINUATION OR TERMINATION DESCRIBED THEREIN).
ARTICLE III
TERMINATION OF EMPLOYMENT
3.1.
QUALIFYING TERMINATIONS.
IF, DURING THE TERM OF THIS AGREEMENT
AND EITHER WITHIN 24 MONTHS AFTER A CHANGE IN CONTROL OR WITHIN A POTENTIAL
CHANGE IN CONTROL PERIOD, (1) THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE
COMPANY OR ANY SUCCESSOR TO THE COMPANY FOR ANY REASON OTHER THAN CAUSE, OR
(2) THE EXECUTIVE TERMINATES HIS EMPLOYMENT DUE TO GOOD REASON, THEN THE
EXECUTIVE WILL