(II)
THE ACQUISITION OF MORE THAN FIFTY PERCENT
(50%) OF THE COMMON STOCK OF THE COMPANY (WITH ALL CLASSES OR SERIES THEREOF
TREATED AS A SINGLE CLASS) BY ANY PERSON OR GROUP OF PERSONS;
(III)
A REORGANIZATION OF THE COMPANY WHEREIN THE
HOLDERS OF COMMON STOCK OF THE COMPANY RECEIVE STOCK IN ANOTHER COMPANY (OTHER
THAN A SUBSIDIARY OF THE COMPANY), A MERGER OF THE COMPANY WITH ANOTHER COMPANY
WHEREIN THERE IS A FIFTY PERCENT (50%) OR GREATER CHANGE IN THE OWNERSHIP OF THE
COMMON STOCK OF THE COMPANY AS A RESULT OF SUCH MERGER, OR ANY OTHER TRANSACTION
IN WHICH THE COMPANY (OTHER THAN AS THE PARENT CORPORATION) IS CONSOLIDATED FOR
FEDERAL INCOME TAX PURPOSES OR IS ELIGIBLE TO BE CONSOLIDATED FOR FEDERAL INCOME
TAX PURPOSES WITH ANOTHER CORPORATION; OR
(IV)
IN THE EVENT THAT THE COMMON STOCK IS TRADED
ON AN ESTABLISHED SECURITIES MARKET, A PUBLIC ANNOUNCEMENT THAT ANY PERSON HAS
ACQUIRED OR HAS THE RIGHT TO ACQUIRE BENEFICIAL OWNERSHIP OF MORE THAN FIFTY
PERCENT (50%) OF THE THEN-OUTSTANDING COMMON STOCK AND FOR THIS PURPOSE THE
TERMS "PERSON" AND "BENEFICIAL OWNERSHIP" SHALL HAVE THE MEANINGS PROVIDED IN
SECTION 13(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 OR RELATED
RULES PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION, OR THE COMMENCEMENT
OF OR PUBLIC ANNOUNCEMENT OF AN INTENTION TO MAKE A TENDER OFFER OR EXCHANGE
OFFER FOR MORE THAN FIFTY PERCENT (50%) OF THE THEN OUTSTANDING COMMON STOCK.
(H)
SECTION 409A. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT, ANY CASH SEVERANCE PAYMENTS OTHERWISE DUE TO EXECUTIVE PURSUANT TO
THIS SECTION 6 OR OTHERWISE ON OR WITHIN THE SIX-MONTH PERIOD FOLLOWING
EXECUTIVE'S TERMINATION WILL ACCRUE DURING SUCH SIX-MONTH PERIOD AND WILL BECOME
PAYABLE IN A LUMP SUM PAYMENT ON THE DATE SIX (6) MONTHS AND ONE (1) DAY
FOLLOWING THE DATE OF EXECUTIVE'S TERMINATION, PROVIDED, THAT SUCH CASH
SEVERANCE PAYMENTS WILL BE PAID EARLIER, AT THE TIMES AND ON THE TERMS SET FORTH
IN THE APPLICABLE PROVISIONS OF THIS SECTION 6, IF THE COMPANY REASONABLY
DETERMINES THAT THE IMPOSITION OF ADDITIONAL TAX UNDER SECTION 409A OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED ("CODE SECTION 409A"), WILL NOT APPLY
TO AN EARLIER PAYMENT OF SUCH CASH SEVERANCE PAYMENTS. IN ADDITION, THIS
AGREEMENT WILL BE DEEMED AMENDED TO THE EXTENT NECESSARY TO AVOID IMPOSITION OF
ANY ADDITIONAL TAX OR INCOME RECOGNITION PRIOR TO ACTUAL PAYMENT TO EXECUTIVE
UNDER CODE SECTION 409A AND ANY TEMPORARY, PROPOSED OR FINAL TREASURY
REGULATIONS AND GUIDANCE PROMULGATED THEREUNDER AND THE PARTIES AGREE TO
COOPERATE WITH EACH OTHER AND TO TAKE REASONABLY NECESSARY STEPS IN THIS REGARD.
7.
NON-SOLICITATION AND NON-DISCLOSURE.
(A)
NON-SOLICITATION.
DURING THE PERIOD COMMENCING ON THE DATE OF THIS
AGREEMENT AND CONTINUING UNTIL THE FIRST ANNIVERSARY OF THE DATE WHEN THE
EXECUTIVE'S EMPLOYMENT TERMINATED FOR ANY REASON, THE EXECUTIVE SHALL NOT
DIRECTLY OR INDIRECTLY, PERSONALLY OR THROUGH OTHERS, SOLICIT OR ATTEMPT TO
SOLICIT (ON THE EXECUTIVE'S OWN BEHALF OR ON BEHALF OF ANY OTHER PERSON OR
ENTITY) THE EMPLOYMENT OF ANY