BOARD, TOGETHER WITH ANY NEW DIRECTOR(S)
WHOSE ELECTION BY THE BOARD OR NOMINATION FOR ELECTION BY CORPORATION'S
STOCKHOLDERS WAS APPROVED BY A VOTE OF AT LEAST TWO-THIRDS (2/3) OF THE
DIRECTORS THEN STILL IN OFFICE WHO EITHER WERE DIRECTORS AT THE BEGINNING OF THE
PERIOD OR WHOSE ELECTION OR NOMINATION FOR ELECTION WAS PREVIOUSLY SO APPROVED
IN THE MANNER SET FORTH IN THIS CLAUSE (B) (WHICH SHALL NOT INCLUDE ANY DIRECTOR
DESIGNATED BY A PERSON WHO HAS ENTERED INTO AN AGREEMENT WITH CORPORATION TO
EFFECT A TRANSACTION DESCRIBED IN SECTIONS 2(A)(VII)(A), (C) OR (D)), CEASE FOR
ANY REASON TO CONSTITUTE AT LEAST A MAJORITY OF THE BOARD;
(C)
THE CONSUMMATION BY CORPORATION OF A MERGER OR CONSOLIDATION, OR A
SALE OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF
CORPORATION ("BUSINESS COMBINATION"), EXCEPT FOR A MERGER OR CONSOLIDATION WHICH
WOULD RESULT IN THE BENEFICIAL OWNERS OF THE OUTSTANDING CORPORATION VOTING
SECURITIES IMMEDIATELY PRIOR THERETO CONTINUING TO BENEFICIALLY OWN (EITHER BY
REMAINING OUTSTANDING OR BY BEING CONVERTED INTO VOTING SECURITIES OF THE
SURVIVING ENTITY) MORE THAN 66-2/3% OF THE COMBINED VOTING POWER OF THE
THEN-OUTSTANDING VOTING SECURITIES OF THE CORPORATION RESULTING FROM SUCH
BUSINESS COMBINATION (INCLUDING, WITHOUT LIMITATION, A CORPORATION THAT, AS A
RESULT OF SUCH TRANSACTION, OWNS CORPORATION OR ALL OR SUBSTANTIALLY ALL OF
CORPORATION'S ASSETS EITHER DIRECTLY OR THROUGH ONE OR MORE SUBSIDIARIES) IN
SUBSTANTIALLY THE SAME PROPORTION AS THEIR OWNERSHIP IMMEDIATELY PRIOR TO SUCH
BUSINESS COMBINATION; PROVIDED, HOWEVER, THAT A MERGER OR CONSOLIDATION EFFECTED
TO IMPLEMENT A RECAPITALIZATION OF CORPORATION (OR SIMILAR TRANSACTION) IN WHICH
NO PERSON ACQUIRES BENEFICIAL OWNERSHIP OF MORE THAN 25% OF THE OUTSTANDING
CORPORATION VOTING SECURITIES SHALL NOT CONSTITUTE A CHANGE IN CONTROL EXCEPT AS
OTHERWISE PROVIDED ABOVE IN CLAUSE (A); OR
(D)
THE STOCKHOLDERS OF CORPORATION APPROVE A PLAN OF COMPLETE
LIQUIDATION OF CORPORATION OR AN AGREEMENT FOR THE SALE OR DISPOSITION BY
CORPORATION OF ALL OR SUBSTANTIALLY ALL OF CORPORATION'S BUSINESS ASSETS.
(VIII)
"NOTICE OF TERMINATION" SHALL MEAN A NOTICE THAT INDICATES THE
SPECIFIC TERMINATION PROVISION IN THIS AGREEMENT RELIED UPON AND SETS FORTH IN
REASONABLE DETAIL THE FACTS AND CIRCUMSTANCES CLAIMED TO PROVIDE A BASIS FOR
TERMINATION OF OFFICER'S EMPLOYMENT UNDER THE PROVISION SO INDICATED.
THE
NOTICE OF TERMINATION SHALL ALSO SET FORTH THE APPLICABLE DATE OF TERMINATION
(WHICH DATE SHALL BE CONSISTENT WITH SECTION 2(IX) HEREOF).
(IX)
"DATE OF TERMINATION" SHALL MEAN (A) IF OFFICER'S EMPLOYMENT IS
TERMINATED DUE TO OFFICER'S DEATH, THE DATE OF OFFICER'S DEATH; (B) IF OFFICER'S
EMPLOYMENT IS TERMINATED FOR DISABILITY, THIRTY (30) DAYS AFTER NOTICE OF
TERMINATION IS GIVEN (PROVIDED THAT OFFICER SHALL NOT HAVE RETURNED TO THE
FULL-TIME PERFORMANCE OF OFFICER'S DUTIES DURING SUCH THIRTY (30)-DAY PERIOD),
AND (C) IF OFFICER'S EMPLOYMENT IS TERMINATED PURSUANT TO SECTION 2(A)(I),
SECTION 2(A)(II), SECTION 2(A)(III) OR SECTION 2(A)(IV) OR FOR ANY OTHER REASON
(OTHER THAN DEATH OR DISABILITY (AS DEFINED IN SECTION 2(C)), THE DATE SPECIFIED
IN THE NOTICE OF TERMINATION (WHICH SHALL NOT BE LESS THAN THIRTY (30) DAYS FROM
THE DATE SUCH