OF CONTROL PERIOD (AS DEFINED IN SECTION 7.2) ON WHICH A CHANGE OF CONTROL
OCCURS. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IF A CHANGE
OF CONTROL OCCURS AND IF THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY (OR
APPLICABLE AFFILIATED COMPANY) IS TERMINATED PRIOR TO THE DATE ON WHICH THE
CHANGE OF CONTROL OCCURS, AND IF IT IS REASONABLY DEMONSTRATED BY THE EXECUTIVE
THAT SUCH TERMINATION OF EMPLOYMENT (I) WAS AT THE REQUEST OF A THIRD PARTY WHO
HAS TAKEN STEPS REASONABLY CALCULATED TO EFFECT A CHANGE OF CONTROL OR
(II) OTHERWISE AROSE IN CONNECTION WITH OR ANTICIPATION OF A CHANGE OF CONTROL,
THEN FOR ALL PURPOSES OF THIS AGREEMENT THE "CHANGE OF CONTROL EFFECTIVE DATE"
SHALL MEAN THE DATE IMMEDIATELY PRIOR TO THE DATE OF SUCH TERMINATION OF
EMPLOYMENT.
7.2
CHANGE OF CONTROL PERIOD. THE "CHANGE OF
CONTROL PERIOD" SHALL MEAN THE PERIOD COMMENCING ON THE DATE OF THIS AGREEMENT
AND ENDING ON THE THIRD ANNIVERSARY OF SUCH DATE; PROVIDED, HOWEVER, THAT
COMMENCING ON THE DATE ONE YEAR AFTER THE DATE HEREOF, AND ON EACH ANNUAL
ANNIVERSARY OF SUCH DATE (SUCH DATE AND EACH ANNUAL ANNIVERSARY THEREOF HEREIN
REFERRED TO AS THE "RENEWAL DATE"), THE CHANGE OF CONTROL PERIOD SHALL BE
AUTOMATICALLY EXTENDED SO AS TO TERMINATE THREE YEARS AFTER SUCH RENEWAL DATE,
UNLESS AT LEAST 60 DAYS PRIOR TO THE RENEWAL DATE THE COMPANY SHALL GIVE NOTICE
TO THE EXECUTIVE THAT THE CHANGE OF CONTROL PERIOD SHALL NOT BE SO EXTENDED.
7.3
CHANGE OF CONTROL. FOR PURPOSES OF THIS
AGREEMENT, A "CHANGE OF CONTROL" SHALL MEAN:
(A)
THE ACQUISITION BY ANY INDIVIDUAL, ENTITY
OR GROUP (WITHIN THE MEANING OF SECTION 13(D)(3) OR 14(D)(2) OF THE EXCHANGE
ACT) (A "PERSON") OF BENEFICIAL OWNERSHIP (WITHIN THE MEANING OF RULE 13D-3
PROMULGATED UNDER THE EXCHANGE ACT) OF 15% OR MORE OF EITHER (A) THE THEN
OUTSTANDING COMMON SHARES THE COMPANY (THE "OUTSTANDING SHARES") OR (B) THE
COMBINED VOTING POWER OF THE THEN OUTSTANDING VOTING SECURITIES OF THE COMPANY
ENTITLED TO VOTE GENERALLY IN THE ELECTION OF DIRECTORS (THE "OUTSTANDING VOTING
SECURITIES"); PROVIDED, HOWEVER, THAT FOR PURPOSES OF THIS SUBSECTION 7.3(A) THE
FOLLOWING ACQUISITIONS SHALL NOT CONSTITUTE A CHANGE OF CONTROL:
(W) COMPANY-SPONSORED RECAPITALIZATION THAT IS APPROVED BY THE INCUMBENT BOARD,
AS DEFINED BELOW; (X) A CAPITAL RAISE INITIATED BY THE COMPANY WHERE THE
INCUMBENT BOARD REMAINS FOR AT LEAST AT LEAST 548 DAYS AFTER THE CLOSING DATE OF
THE RAISE, OR (Y) AN ACQUISITION OF ANOTHER COMPANY OR ASSET(S) INITIATED BY THE
COMPANY AND WHERE THE COMPANY'S SHAREHOLDERS IMMEDIATELY AFTER THE TRANSACTION
OWN AT LEAST 51% OF THE EQUITY OF THE COMBINED CONCERN; OR
(B)
INDIVIDUALS WHO, AS OF THE DATE OF THIS
AGREEMENT, CONSTITUTE THE COMPANY'S BOARD (THE "INCUMBENT BOARD") CEASE FOR ANY
REASON TO CONSTITUTE A MAJORITY OF SUCH BOARD OF DIRECTORS; PROVIDED, HOWEVER ,
THAT ANY INDIVIDUAL BECOMING A DIRECTOR OF THE COMPANY SHAREHOLDERS SUBSEQUENT
TO THE DATE HEREOF WHOSE ELECTION, OR NOMINATION FOR ELECTION BY THE COMPANY'S
SHAREHOLDERS WAS APPROVED BY A VOTE OF A MAJORITY OF