FAILURE CONTINUES AFTER A WRITTEN DEMAND FOR SUBSTANTIAL PERFORMANCE IS
DELIVERED BY THE COMPANY TO THE PARTICIPANT THAT SPECIFICALLY IDENTIFIES THE
MANNER IN WHICH THE PARTICIPANT HAS FAILED TO PERFORM; (II) AN INTENTIONAL ACT
OF ILLEGAL CONDUCT OR GROSS MISCONDUCT THAT IS DEMONSTRABLY INJURIOUS (OTHER
THAN TO A DE MINIMIS EXTENT) TO THE BUSINESS, REPUTATION OR REGULATORY
RELATIONSHIPS OF THE COMPANY; (III) AN INTENTIONAL ACT OF FRAUD, EMBEZZLEMENT OR
THEFT IN CONNECTION WITH THE BUSINESS OF THE COMPANY; (IV) INTENTIONAL
DISCLOSURE OF CONFIDENTIAL INFORMATION OR TRADE SECRETS OF THE COMPANY OR
CONFIDENTIAL INFORMATION RELATING TO CUSTOMERS OF THE COMPANY OR ITS PARENT, A
SUBSIDIARY OR AFFILIATE; (V) AN ACT CONSTITUTING A FELONY OR A MISDEMEANOR
INVOLVING MORAL TURPITUDE FOR WHICH THE PARTICIPANT IS CONVICTED BY ANY FEDERAL,
STATE OR LOCAL AUTHORITY, OR TO WHICH THE PARTICIPANT ENTERS A PLEA OF GUILTY OR
NOLO CONTENDERE; (VI) AN ACT OR OMISSION THAT CAUSES THE PARTICIPANT TO BE
DISQUALIFIED OR BARRED BY ANY GOVERNMENTAL OR SELF-REGULATORY AUTHORITY FROM
SERVING IN HIS OR HER EMPLOYMENT CAPACITY OR LOSING ANY GOVERNMENTAL OR
SELF-REGULATORY LICENSE THAT IS REASONABLY NECESSARY FOR THE PARTICIPANT TO
PERFORM HIS OR HER RESPONSIBILITIES TO THE COMPANY; OR (VII) INTENTIONAL BREACH
OF CORPORATE FIDUCIARY DUTY INVOLVING PERSONAL PROFIT.
FOR THE PURPOSES OF THIS
PLAN, NO ACT, OR FAILURE TO ACT, ON THE PART OF THE PARTICIPANT SHALL BE DEEMED
"INTENTIONAL" UNLESS DONE, OR OMITTED TO BE DONE, BY THE PARTICIPANT NOT IN GOOD
FAITH AND WITHOUT REASONABLE BELIEF THAT HIS OR HER ACTION OR OMISSION WAS IN
THE BEST INTEREST OF THE COMPANY.
NOTWITHSTANDING THE FOREGOING, THE
PARTICIPANT SHALL NOT BE DEEMED TO HAVE BEEN TERMINATED FOR CAUSE HEREUNDER
UNLESS AND UNTIL THERE SHALL HAVE BEEN DELIVERED TO THE PARTICIPANT A COPY OF A
RESOLUTION DULY ADOPTED BY THE AFFIRMATIVE VOTE OF NOT LESS THAN TWO-THIRDS OF
THE MEMBERS OF THE BOARD THEN IN OFFICE AT A MEETING OF THE BOARD CALLED AND
HELD FOR SUCH PURPOSE (AFTER REASONABLE NOTICE TO THE PARTICIPANT AND AN
OPPORTUNITY FOR THE PARTICIPANT, TOGETHER WITH HIS OR HER COUNSEL TO BE HEARD
BEFORE THE BOARD), FINDING THAT, IN THE GOOD FAITH OPINION OF THE BOARD, THE
PARTICIPANT HAD COMMITTED AN ACT SET FORTH ABOVE IN CLAUSES (I) THROUGH (VII)
AND SPECIFYING THE PARTICULARS THEREOF IN DETAIL.
NOTHING HEREIN SHALL LIMIT
THE RIGHT OF THE PARTICIPANT OR HIS OR HER BENEFICIARIES TO CONTEST THE VALIDITY
OR PROPRIETY OF ANY SUCH DETERMINATION.
(F)
"CHANGE IN CONTROL" MEANS THE OCCURRENCE OF ANY ONE OF THE
FOLLOWING EVENTS:
(I)
ANY "PERSON" OR "GROUP" (AS SUCH TERMS ARE DEFINED IN SECTION
13(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (THE "EXCHANGE ACT") AND THE RULES
AND REGULATIONS PROMULGATED THEREUNDER) IS OR BECOMES THE "BENEFICIAL OWNER"
(WITHIN THE MEANING OF RULE 13D-3 UNDER THE EXCHANGE ACT), DIRECTLY OR
INDIRECTLY, OF SECURITIES OF THE COMPANY, OR OF ANY ENTITY RESULTING FROM A
MERGER OR CONSOLIDATION INVOLVING THE COMPANY, REPRESENTING MORE THAN 50% OF THE
COMBINED VOTING POWER OF THE THEN OUTSTANDING SECURITIES OF