5.3
"CHANGE IN CONTROL".
EITHER
(A)
THE ACQUISITION, DIRECTLY OR INDIRECTLY, BY
ANY "PERSON" (AS SUCH TERM IS USED IN SECTIONS 13(D) AND 14(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED), OF SECURITIES OF THE COMPANY REPRESENTING AN
AGGREGATE OF MORE THAN FIFTY
PERCENT (50%) OF THE COMBINED VOTING POWER OF THE
COMPANY'S THEN OUTSTANDING SECURITIES (EXCLUDING THE ACQUISITION BY PERSONS WHO
OWN SUCH AMOUNT OF SECURITIES ON THE DATE HEREOF, OR ACQUISITIONS BY PERSONS WHO
ACQUIRE SUCH AMOUNT THROUGH INHERITANCE), OR
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(B)
DURING ANY PERIOD OF TWO CONSECUTIVE YEARS,
INDIVIDUALS WHO AT THE BEGINNING OF SUCH PERIOD CONSTITUTE THE BOARD, CEASE FOR
ANY REASON TO CONSTITUTE AT LEAST A MAJORITY THEREOF, UNLESS THE ELECTION OF
EACH NEW DIRECTOR WAS APPROVED IN ADVANCE BY A VOTE OF AT LEAST A MAJORITY OF
THE DIRECTORS THEN STILL IN OFFICE WHO WERE DIRECTORS AT THE BEGINNING OF THE
PERIOD; OR
(C)
CONSUMMATION OF (I) A MERGER, CONSOLIDATION
OR OTHER BUSINESS COMBINATION OF THE COMPANY WITH ANY OTHER "PERSON" (AS SUCH
TERM IS USED IN SECTIONS 13(D) AND 14(D) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED) OR AFFILIATE THEREOF, OTHER THAN A MERGER, CONSOLIDATION OR BUSINESS
COMBINATION WHICH WOULD RESULT IN THE OUTSTANDING COMMON STOCK OF THE COMPANY
IMMEDIATELY PRIOR THERETO CONTINUING TO REPRESENT (EITHER BY REMAINING
OUTSTANDING OR BY BEING CONVERTED INTO COMMON STOCK OF THE SURVIVING ENTITY OR A
PARENT OR AFFILIATE THEREOF) MORE THAN FIFTY PERCENT (50%) OF THE OUTSTANDING
COMMON STOCK OF THE COMPANY, OR SUCH SURVIVING ENTITY OR PARENT OR AFFILIATE
THEREOF, OUTSTANDING IMMEDIATELY AFTER SUCH MERGER, CONSOLIDATION OR BUSINESS
COMBINATION, OR (II) A PLAN OF COMPLETE LIQUIDATION OF COMPANY OR AN AGREEMENT
FOR THE SALE OR DISPOSITION BY COMPANY OF ALL OR SUBSTANTIALLY ALL OF COMPANY'S
ASSETS;
(D)
A SALE OF MORE THAN 50% OF THE ASSETS OF THE
COMPANY.
5.4
"CODE".
THE INTERNAL REVENUE CODE OF 1986,
AS IT MAY BE AMENDED FROM TIME TO TIME.
5.5
"CONFIDENTIAL INFORMATION".
ALL TECHNICAL,
BUSINESS, AND OTHER INFORMATION RELATING TO THE BUSINESS OF THE COMPANY OR ITS
SUBSIDIARIES OR AFFILIATES, INCLUDING, WITHOUT LIMITATION, TECHNICAL OR
NONTECHNICAL DATA, FORMULAE, COMPILATIONS, PROGRAMS, DEVICES, METHODS,
TECHNIQUES, PROCESSES, FINANCIAL DATA, FINANCIAL PLANS,
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PRODUCT PLANS, AND LISTS OF ACTUAL OR POTENTIAL CUSTOMERS OR SUPPLIERS THAT (I)
DERIVES ECONOMIC VALUE, ACTUAL OR POTENTIAL, FROM NOT BEING GENERALLY KNOWN TO,
AND NOT BEING READILY ASCERTAINABLE BY PROPER MEANS BY, OTHER PERSONS, AND (II)
IS THE SUBJECT OF EFFORTS THAT ARE REASONABLE UNDER THE CIRCUMSTANCES TO
MAINTAIN ITS SECRECY OR CONFIDENTIALITY.
SUCH INFORMATION AND COMPILATIONS OF
INFORMATION SHALL BE CONTRACTUALLY SUBJECT TO PROTECTION UNDER THIS AGREEMENT
WHETHER OR NOT SUCH INFORMATION CONSTITUTES A TRADE SECRET AND IS SEPARATELY
PROTECTABLE AT LAW OR IN EQUITY AS A TRADE SECRET.
CONFIDENTIAL INFORMATION
DOES NOT INCLUDE CONFIDENTIAL BUSINESS INFORMATION WHICH DOES NOT CONSTITUTE A
TRADE SECRET UNDER APPLICABLE LAW TWO YEARS AFTER ANY EXPIRATION OR TERMINATION
OF THIS AGREEMENT.
5.6
"DISABILITY" OR "DISABLED".
EXECUTIVE'S
INABILITY AS A RESULT OF PHYSICAL OR MENTAL