TO YOU AND AN OPPORTUNITY FOR YOU,
TOGETHER WITH YOUR COUNSEL, TO BE HEARD BEFORE THE BOARD), FINDING THAT IN THE
GOOD FAITH OPINION OF THE BOARD YOU WERE GUILTY OF CONDUCT CONSTITUTING CAUSE AS
DEFINED ABOVE AND SPECIFYING THE PARTICULARS THEREOF IN DETAIL.
C.
GOOD REASON.
TERMINATION BY YOU OF YOUR EMPLOYMENT FOR "GOOD
REASON" SHALL MEAN TERMINATION BASED ON:
I.
A CHANGE IN YOUR STATUS OR POSITION(S) WITH THE COMPANY, WHICH,
IN YOUR REASONABLE JUDGMENT, DOES NOT REPRESENT EITHER A SUBSTANTIALLY SIMILAR
POSITION OR A PROMOTION FROM YOUR STATUS OR POSITION(S) AS IN EFFECT IMMEDIATELY
PRIOR TO THE CHANGE IN CONTROL, OR A CHANGE IN YOUR DUTIES OR RESPONSIBILITIES
WHICH, IN YOUR REASONABLE JUDGMENT, IS INCONSISTENT WITH SUCH STATUS OR
POSITIONS), OR ANY REMOVAL OF YOU FROM OR ANY FAILURE TO REAPPOINT OR REELECT
YOU TO SUCH POSITIONS) OR TO SUBSTANTIALLY SIMILAR OR SUPERIOR POSITIONS),
EXCEPT IN CONNECTION WITH THE TERMINATION OF YOUR EMPLOYMENT FOR CAUSE OR AS A
RESULT OF YOUR DEATH;
II.
A REDUCTION BY THE COMPANY IN YOUR BASE SALARY AS IN EFFECT
IMMEDIATELY PRIOR TO THE CHANGE IN CONTROL;
III.
UNLESS BY REASON OF A CHANGE IN LAW, THE FAILURE BY THE COMPANY
TO CONTINUE IN EFFECT ANY "PLAN" (AS HEREINAFTER DEFINED) IN WHICH
4
YOU ARE PARTICIPATING AT THE TIME OF THE CHANGE IN CONTROL OF THE COMPANY (OR
PLANS PROVIDING YOU WITH AT LEAST SUBSTANTIALLY SIMILAR BENEFITS) OTHER THAN AS
A RESULT OF THE NORMAL EXPIRATION OF ANY SUCH PLAN IN ACCORDANCE WITH ITS TERMS
AS IN EFFECT AT THE TIME OF THE CHANGE IN CONTROL, OR THE TAKING OF ANY ACTION,
OR THE FAILURE TO ACT, BY THE COMPANY WHICH WOULD ADVERSELY AFFECT YOUR
CONTINUED PARTICIPATION IN ANY OF SUCH PLANS ON AT LEAST AS FAVORABLE A BASIS TO
YOU AS IS THE CASE ON THE DATE OF THE CHANGE IN CONTROL OR WHICH WOULD
MATERIALLY REDUCE YOUR BENEFITS IN THE FUTURE UNDER ANY OF SUCH PLANS OR DEPRIVE
YOU OF ANY MATERIAL BENEFIT ENJOYED BY YOU AT THE TIME OF THE CHANGE IN CONTROL;
IV.
THE FAILURE BY THE COMPANY TO PROVIDE AND CREDIT YOU WITH THE
NUMBER OF PAID VACATION DAYS TO WHICH YOU ARE THEN ENTITLED IN ACCORDANCE WITH
THE COMPANY'S NORMAL VACATION POLICY AS IN EFFECT IMMEDIATELY PRIOR TO THE
CHANGE IN CONTROL;
V.
THE COMPANY'S REQUIRING YOU TO BE BASED OUTSIDE THE SEATTLE
METROPOLITAN AREA EXCEPT FOR REQUIRED TRAVEL ON THE COMPANY'S BUSINESS TO AN
EXTENT SUBSTANTIALLY CONSISTENT WITH THE BUSINESS TRAVEL OBLIGATIONS WHICH YOU
UNDERTOOK ON BEHALF OF THE COMPANY PRIOR TO THE CHANGE IN CONTROL;
VI.
THE FAILURE BY THE COMPANY TO OBTAIN FROM ANY SUCCESSOR THE
ASSENT TO THIS AGREEMENT CONTEMPLATED BY SECTION 7 HEREOF;
VII.
ANY PURPORTED TERMINATION BY THE COMPANY OF YOUR EMPLOYMENT WHICH
IS NOT EFFECTED PURSUANT TO A NOTICE OF TERMINATION SATISFYING THE REQUIREMENTS
OF THIS AGREEMENT; AND FOR PURPOSES OF THIS AGREEMENT, NO SUCH PURPORTED
TERMINATION SHALL BE EFFECTIVE; OR
VIII.
ANY REFUSAL BY THE COMPANY TO