(12) MONTHS FOLLOWING A CHANGE OF CONTROL
OR IF WELLS ELECTS TO TERMINATE HIS EMPLOYMENT FOLLOWING A DETRIMENTAL WITHIN
TWENTY-FOUR
(24) MONTHS FOLLOWING A CHANGE OF CONTROL AND A DETRIMENTAL CHANGE
IN DUTIES, TRINITY OR ITS SUCCESSOR, AS APPLICABLE, SHALL PAY TO WELLS, WITHIN
THIRTY (30) DAYS OF TERMINATION, A LUMP SUM AMOUNT EQUAL TO EIGHTEEN (18)
MONTHS' BASE SALARY (AS IN EFFECT AS OF THE DATE OF TERMINATION).
A.
DEFINITIONS:
I.
DETRIMENTAL CHANGE IN DUTIES IS
DEFINED AS (A) WITHOUT WELLS' WRITTEN CONSENT, A SIGNIFICANT AND MATERIAL
REDUCTION IN DUTIES, TITLES, WORKING CONDITIONS OR RESPONSIBILITIES SOLELY
CAUSED BY A CHANGE OF CONTROL; (B) CHANGES IN REPORTING RELATIONSHIP SUCH THAT
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WELLS IS NO LONGER DIRECTLY REPORTING TO THE CEO; OR (C) A MATERIAL BREACH OF
THIS AGREEMENT BY TRINITY, OR ITS SUCCESSOR, AS APPLICABLE.
II.
CHANGE OF CONTROL IS DEFINED AS THE
OCCURRENCE OF ANY OF THE FOLLOWING:
(A)
THE CONSUMMATION OF THE ACQUISITION BY ANY
PERSON (AS SUCH TERM IS DEFINED IN SECTION 13(D) OR 14(D)(2) OF THE EXCHANGE
ACT) OF BENEFICIAL OWNERSHIP (WITHIN THE MEANING OF RULE 13D-3 PROMULGATED UNDER
THE EXCHANGE ACT) OF FIFTY PERCENT (50%) OR MORE OF THE COMBINED VOTING POWER OF
THE THEN OUTSTANDING VOTING SECURITIES OF TRINITY;
(B)
THE INDIVIDUALS WHO, AS OF THE EFFECTIVE
DATE, ARE MEMBERS OF THE BOARD (THE "CONTINUING DIRECTORS") CEASE FOR ANY REASON
TO CONSTITUTE A MAJORITY OF THE BOARD, UNLESS THE ELECTION, OR NOMINATION FOR
ELECTION BY THE STOCKHOLDERS OF TRINITY, OF ANY NEW DIRECTOR WAS APPROVED BY A
VOTE OF A MAJORITY OF THE CONTINUING DIRECTORS, AND SUCH NEW DIRECTOR SHALL, FOR
PURPOSES OF THIS AGREEMENT, BE CONSIDERED AS A CONTINUING DIRECTOR; OR
(C)
CONSUMMATION BY TRINITY OF:
(I) A MERGER OR
CONSOLIDATION IF THE STOCKHOLDERS OF TRINITY, IMMEDIATELY BEFORE SUCH MERGER OR
CONSOLIDATION, DO NOT, AS A RESULT OF SUCH MERGER OR CONSOLIDATION, OWN,
DIRECTLY OR INDIRECTLY, MORE THAN FIFTY PERCENT (50%) OF THE COMBINED VOTING
POWER OF THE THEN OUTSTANDING VOTING SECURITIES OF THE ENTITY RESULTING FROM
SUCH MERGER OR CONSOLIDATION; OR (II) A COMPLETE LIQUIDATION OR DISSOLUTION OR
AN AGREEMENT FOR THE SALE OR OTHER DISPOSITION OF TWO-THIRDS OR MORE OF THE
CONSOLIDATED ASSETS OF TRINITY.
NOTWITHSTANDING THE FOREGOING, A CHANGE OF
CONTROL SHALL NOT BE DEEMED TO OCCUR SOLELY BECAUSE (X) FIFTY PERCENT (50%) OR
MORE OF THE COMBINED VOTING POWER OF THE THEN OUTSTANDING SECURITIES OF TRINITY
IS ACQUIRED BY A TRUSTEE OR OTHER FIDUCIARY HOLDING SECURITIES UNDER ONE OR MORE
EMPLOYEE BENEFIT PLANS MAINTAINED FOR EMPLOYEES OF THE TRINITY OR ITS
AFFILIATES; OR (Y) THE TRANSACTION IS A MERGER OR CONSOLIDATION EFFECTED TO
IMPLEMENT A RECAPITALIZATION OF TRINITY IN WHICH NO "PERSON," AS DEFINED ABOVE,
ACQUIRES MORE THAN FIFTY PERCENT (50%) OF THE COMBINED VOTING POWER OF TRINITY'S
THEN-OUTSTANDING SECURITIES.
B.
CURE PERIOD.
WELLS SHALL PROVIDE
TRINITY, OR ITS SUCCESSOR, AS APPLICABLE, WITH ADVANCE WRITTEN NOTICE OF HIS
INTENTION TO TERMINATE HIS EMPLOYMENT PURSUANT TO A DETRIMENTAL CHANGE IN DUTIES
SPECIFYING THE CONDITION
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CAUSING THE DETRIMENTAL