THE BOARD
OCCURRING WITHIN A TWO-YEAR PERIOD, AS A RESULT OF WHICH FEWER THAN A MAJORITY
OF THE DIRECTORS ARE INCUMBENT DIRECTORS.
"INCUMBENT DIRECTORS" SHALL MEAN
DIRECTORS WHO EITHER (A) ARE DIRECTORS OF THE COMPANY AS OF THE DATE UPON WHICH
THIS AGREEMENT WAS ENTERED INTO, OR (B) ARE ELECTED, OR NOMINATED FOR ELECTION,
TO THE BOARD WITH THE AFFIRMATIVE VOTES OF AT LEAST A MAJORITY OF THOSE
DIRECTORS WHOSE ELECTION OR NOMINATION WAS NOT IN CONNECTION WITH ANY
TRANSACTION DESCRIBED IN SUBSECTIONS (I), (II), OR (III) ABOVE, OR IN CONNECTION
WITH AN ACTUAL OR THREATENED PROXY CONTEST RELATING TO THE ELECTION OF DIRECTORS
TO THE COMPANY.
(D)
DISABILITY.
"DISABILITY" SHALL MEAN THAT
THE EMPLOYEE HAS BEEN UNABLE TO PERFORM HIS COMPANY DUTIES AS THE RESULT OF HIS
INCAPACITY DUE TO PHYSICAL OR MENTAL ILLNESS WITH REASONABLE ACCOMMODATION, AND
SUCH INABILITY CONTINUES AT LEAST 26 WEEKS AND AFTER THE END OF THE TWENTY-SIX
(26) WEEK PERIOD, THE DISABILITY IS DETERMINED TO BE TOTAL AND PERMANENT BY A
PHYSICIAN SELECTED BY THE COMPANY OR ITS INSURERS AND ACCEPTABLE TO THE EMPLOYEE
OR THE EMPLOYEE'S LEGAL REPRESENTATIVE (SUCH AGREEMENT AS TO ACCEPTABILITY NOT
TO BE UNREASONABLY WITHHELD).
TERMINATION RESULTING FROM DISABILITY MAY ONLY BE
EFFECTED AFTER AT LEAST 30 DAYS' WRITTEN NOTICE BY THE COMPANY OF ITS INTENTION
TO TERMINATE THE EMPLOYEE'S EMPLOYMENT.
IN THE EVENT THAT THE EMPLOYEE RESUMES
THE PERFORMANCE OF SUBSTANTIALLY ALL OF HIS DUTIES HEREUNDER WITH OR WITHOUT
REASONABLE ACCOMMODATION BEFORE THE TERMINATION OF HIS EMPLOYMENT BECOMES
EFFECTIVE, THE NOTICE OF INTENT TO TERMINATE SHALL AUTOMATICALLY BE DEEMED TO
HAVE BEEN REVOKED.
(E)
MATERIALLY COMPETES WITH THE COMPANY.
"MATERIALLY COMPETES WITH THE COMPANY" SHALL MEAN ENGAGING IN ANY BUSINESS
ACTIVITY (WHETHER AS AN EMPLOYEE, CONSULTANT, PROPRIETOR, PARTNER, DIRECTOR OR
OTHERWISE) THAT MATERIALLY COMPETES WITH THE COMPANY OR ITS AFFILIATES,
INCLUDING THE HUAWEI JOINT VENTURE IF THE COMPANY IS THEN A MAJOR SHAREHOLDER OF
SAME (THE "AFFILIATES"), INCLUDING DEVELOPING, SELLING, MARKETING,
MANUFACTURING, LICENSING, OR DISTRIBUTING PRODUCTS OR SERVICES THAT ARE
COMPETITIVE WITH THE PRODUCTS AND SERVICES BEING DEVELOPED, SOLD, MARKETED,
MANUFACTURED, LICENSED, OR DISTRIBUTED BY THE COMPANY OR ITS AFFILIATES AT THE
TIME EMPLOYEE'S EMPLOYMENT TERMINATES; OR OWNING A MATERIAL INTEREST IN, OR
MATERIALLY PARTICIPATING IN
6
THE FINANCING, OPERATION, MANAGEMENT OR CONTROL OF ANY ENTITY WHOSE PRODUCTS OR
SERVICES COMPETE IN WHOLE OR IN PART WITH THOSE OF THE COMPANY OR ITS
AFFILIATES, PROVIDED, HOWEVER, THAT OWNERSHIP (DIRECTLY OR INDIRECTLY) OF UP TO
FIVE PERCENT (5%) OF THE CAPITAL STOCK OR OTHER SECURITIES OF ANY CORPORATION OR
OTHER ENTITY SHALL NOT BE DEEMED TO MATERIALLY COMPETE WITH THE COMPANY.
(F)
PERSON.
"PERSON" SHALL HAVE THE SAME
MEANING ACCORDED TO SUCH TERM IN SECTIONS 13(D) AND 14(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
(G)
TARGET BONUS.
"TARGET BONUS" SHALL MEAN
EMPLOYEE'S BONUS, EQUAL TO 100% OF BASE SALARY.
(H)
VOLUNTARY TERMINATION FOR GOOD REASON.
"VOLUNTARY TERMINATION FOR GOOD REASON" SHALL MEAN THE EMPLOYEE VOLUNTARILY
RESIGNS AFTER THE OCCURRENCE OF ANY OF THE FOLLOWING: (I) WITHOUT