COMPANY FOR ACTIVE
AND SIMILARLY-SITUATED EMPLOYEES WHO RECEIVE THE SAME TYPE OF COVERAGE, UNTIL
THE DATE 12 MONTHS AFTER THE DATE OF TERMINATION, PROVIDED, HOWEVER, THAT THE
COMPANY'S OBLIGATION TO MAKE THE AFORESAID PAYMENTS OR PROVIDE THE AFORESAID
BENEFITS SHALL IMMEDIATELY TERMINATE IN THE EVENT THAT YOU VIOLATE THE
PROVISIONS OF SECTION 5 OR SECTION 6 OF THIS LETTER AGREEMENT DURING SUCH 12
MONTH PERIOD.
THE PAYMENT TO YOU OF THE AMOUNTS PAYABLE UNDER THIS SECTION 4.1
SHALL BE CONTINGENT UPON YOUR EXECUTION OF A RELEASE IN A FORM REASONABLY
ACCEPTABLE TO AND PREPARED BY THE COMPANY AND (II) SHALL CONSTITUTE YOUR SOLE
REMEDY IN THE EVENT OF A TERMINATION OF YOUR EMPLOYMENT IN THE CIRCUMSTANCES SET
FORTH IN THIS SECTION 4.1.
4.2
"CAUSE" SHALL, FOR THE PURPOSES OF
SECTION 4.1, MEAN (A) A FINDING BY THE COMPANY OF FAILURE BY YOU TO PERFORM YOUR
ASSIGNED DUTIES FOR THE COMPANY, DISHONESTY, GROSS NEGLIGENCE, MISCONDUCT, OR
ANY ACT OR OMISSION BY YOU THAT MAY HAVE AN ADVERSE EFFECT ON THE COMPANY'S
BUSINESS OR ON YOUR ABILITY TO PERFORM SERVICES FOR THE COMPANY; OR (B) YOUR
CONVICTION OR THE ENTRY OF A PLEADING OF GUILTY OR NOLO CONTENDERE TO ANY CRIME
INVOLVING MORAL TURPITUDE OR ANY FELONY.
4.3
"CHANGE IN CONTROL" MEANS AN EVENT OR
OCCURRENCE SET FORTH IN ANY ONE OR MORE OF SUBSECTIONS (A) THROUGH (D) BELOW
(INCLUDING AN EVENT OR OCCURRENCE THAT CONSTITUTES A CHANGE IN CONTROL UNDER ONE
OF SUCH SUBSECTIONS BUT IS SPECIFICALLY EXEMPTED FROM ANOTHER SUCH SUBSECTION):
(A)
THE ACQUISITION BY AN 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 (THE "EXCHANGE ACT")) (A "PERSON") OF
BENEFICIAL OWNERSHIP OF ANY CAPITAL STOCK OF THE COMPANY IF, AFTER SUCH
ACQUISITION, SUCH PERSON BENEFICIALLY OWNS (WITHIN THE MEANING OF RULE 13D-3
PROMULGATED UNDER THE EXCHANGE ACT) 50% OR MORE OF EITHER (X) THE
THEN-OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY (THE "OUTSTANDING COMPANY
COMMON STOCK") OR (Y) THE COMBINED VOTING POWER OF THE THEN-OUTSTANDING
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 (A), THE FOLLOWING ACQUISITIONS SHALL NOT
CONSTITUTE A CHANGE IN CONTROL: (I) ANY ACQUISITION DIRECTLY FROM THE COMPANY
(EXCLUDING AN ACQUISITION PURSUANT TO THE EXERCISE, CONVERSION OR EXCHANGE OF
ANY SECURITY EXERCISABLE FOR, CONVERTIBLE INTO OR EXCHANGEABLE FOR COMMON STOCK
OR VOTING SECURITIES OF THE COMPANY, UNLESS THE PERSON EXERCISING, CONVERTING OR
EXCHANGING SUCH SECURITY ACQUIRED SUCH SECURITY DIRECTLY FROM THE COMPANY OR AN
UNDERWRITER OR AGENT OF THE COMPANY), (II) ANY ACQUISITION BY THE COMPANY,
(III) ANY ACQUISITION BY ANY EMPLOYEE BENEFIT PLAN (OR RELATED TRUST) SPONSORED
OR MAINTAINED BY THE COMPANY OR ANY CORPORATION CONTROLLED BY THE COMPANY, OR
(IV) ANY ACQUISITION BY ANY CORPORATION PURSUANT TO A TRANSACTION WHICH COMPLIES
WITH CLAUSES (I) AND (II) OF SUBSECTION (C) OF THIS SECTION 4.3; OR
(B)
SUCH TIME AS THE CONTINUING DIRECTORS (AS