SUCH SALE,
TRANSFER OR OTHER DISPOSITION OWN, DIRECTLY OR INDIRECTLY, SECURITIES POSSESSING
AT LEAST 65% OF THE TOTAL COMBINED VOTING POWER OF THE OUTSTANDING VOTING
SECURITIES OF THE PURCHASING ENTITY IN SUBSTANTIALLY THE SAME PROPORTION AS
THEIR OWNERSHIP OF SUCH VOTING SECURITIES IMMEDIATELY PRIOR TO SALE, TRANSFER OR
OTHER DISPOSITION; OR
(IV)
BOARD CHANGE.
A CHANGE IN THE COMPOSITION OF
THE BOARD OVER A PERIOD OF 24 CONSECUTIVE MONTHS OR LESS SUCH THAT A MAJORITY OF
THE BOARD MEMBERS CEASES TO BE COMPRISED OF INDIVIDUALS WHO EITHER HAVE BEEN:
(A)
BOARD MEMBERS CONTINUOUSLY SINCE THE BEGINNING
OF SUCH PERIOD, OR
(B)
APPOINTED OR NOMINATED FOR ELECTION AS BOARD
MEMBERS DURING SUCH PERIOD BY AT LEAST A MAJORITY OF THE BOARD MEMBERS DESCRIBED
IN SUBSECTION (A) ABOVE WHO WERE STILL IN OFFICE AT THE TIME THE BOARD APPROVED
SUCH APPOINTMENT OR NOMINATION.
(E)
"INVOLUNTARY TERMINATION" MEANS ANY ONE OF
THE FOLLOWING:
(I)
THE TERMINATION OF YOUR EMPLOYMENT BY
THE COMPANY OR THE GIVING OF WRITTEN NOTICE TO YOU BY THE COMPANY OF THE
INTENDED TERMINATION OF YOUR EMPLOYMENT, IN EITHER CASE FOR REASONS OTHER THAN
CAUSE, PERMANENT DISABILITY OR DEATH, WITHIN THE 24 MONTH PERIOD FOLLOWING
2
THE OCCURRENCE OF A CHANGE OF CONTROL, OR
(V)
YOUR
GIVING WRITTEN NOTICE TO THE COMPANY,
WITHIN 24 MONTHS AFTER A TRIGGERING EVENT,
IN WHICH YOU ADVISE THAT A
TRIGGERING EVENT HAS OCCURRED AND TENDER YOUR RESIGNATION FROM EMPLOYMENT WITH
THE COMPANY;
(F)
"SUCCESSOR" SHALL MEAN ANY CORPORATION
WHICH IS THE LEGAL SUCCESSOR TO THE COMPANY, OR WHICH ACQUIRES SUBSTANTIALLY ALL
OF THE ASSETS OF THE COMPANY, PURSUANT TO A CHANGE OF CONTROL;
(G)
"TRIGGERING EVENT" SHALL MEAN, WITHOUT YOUR
EXPRESS WRITTEN CONSENT, THE OCCURRENCE OF ANY ONE OR MORE OF THE FOLLOWING
CIRCUMSTANCES AFTER A CHANGE OF CONTROL:
(I)
THE ASSIGNMENT TO YOU
OF ANY DUTIES
WHICH ARE MATERIALLY INCONSISTENT, IN AN ADVERSE RESPECT, WITH YOUR POSITION,
AUTHORITY, DUTIES OR RESPONSIBILITIES PRIOR TO THE CHANGE OF CONTROL, OR ANY
OTHER ACTION BY THE COMPANY OR ITS SUCCESSOR WHICH RESULTS IN A MATERIAL
DIMINUTION IN SUCH POSITION, AUTHORITY OR RESPONSIBILITIES,
EXCEPT AN ISOLATED
AND INADVERTENT ACTION NOT TAKEN IN BAD FAITH AND WHICH IS REMEDIED BY THE
COMPANY OR ITS SUCCESSOR PROMPTLY AFTER RECEIPT OF NOTICE THEREOF FROM YOU;
(II)
ANY REDUCTION BY THE COMPANY
OR A
SUCCESSOR IN YOUR BASE SALARY;
(III)
A REDUCTION BY THE COMPANY OR A SUCCESSOR OF
25% OR MORE OF YOUR ANNUAL CASH INCENTIVE COMPENSATION OPPORTUNITY;
(IV)
THE COMPANY OR A SUCCESSOR'S REQUIRING YOU TO,
OR NOTIFYING YOU THAT YOU WILL BE REQUIRED TO, RELOCATE TO OR BE BASED AT, OR
SITUATE ONE DAY OR MORE PER WEEK IN,
A LOCATION WHICH IS 100 KILOMETERS OR MORE
FROM THE LOCATION WHERE YOU WERE BASED IMMEDIATELY PRIOR TO THE CHANGE OF
CONTROL;
(V)
THE FAILURE BY THE COMPANY OR A SUCCESSOR TO
CONTINUE, SUBSTANTIALLY AS IN EFFECT IMMEDIATELY PRIOR TO THE CHANGE IN CONTROL,
ALL OF THE COMPANY'S BENEFIT PLANS, IN WHICH YOU PARTICIPATE (OR SUBSTANTIALLY
EQUIVALENT SUCCESSOR