THE
COMBINED VOTING POWER OF THE COMPANY'S SECURITIES) WHOSE ELECTION BY THE BOARD
OR NOMINATION FOR ELECTION BY THE COMPANY'S STOCKHOLDERS WAS APPROVED IN ADVANCE
BY A VOTE OF AT LEAST TWO-THIRDS (2/3) OF THE DIRECTORS THEN STILL IN OFFICE WHO
EITHER WERE DIRECTORS AT THE BEGINNING OF THE PERIOD OR WHOSE ELECTION OR
NOMINATION FOR ELECTION WAS PREVIOUSLY SO APPROVED, CEASE FOR ANY REASON TO
CONSTITUTE AT LEAST A MAJORITY THEREOF;
(III)
THE STOCKHOLDERS OF THE COMPANY APPROVE ANY
TRANSACTION OR SERIES OF TRANSACTIONS UNDER WHICH THE COMPANY IS MERGED OR
CONSOLIDATED WITH ANY OTHER COMPANY, OTHER THAN A MERGER OR CONSOLIDATION (A)
WHICH WOULD RESULT IN THE VOTING SECURITIES OF THE COMPANY OUTSTANDING
IMMEDIATELY PRIOR THERETO CONTINUING TO REPRESENT (EITHER BY REMAINING
OUTSTANDING OR BY BEING CONVERTED INTO VOTING SECURITIES OF THE SURVIVING
ENTITY) MORE THAN 66 2/3% OF THE COMBINED VOTING POWER OF THE VOTING SECURITIES
OF THE COMPANY OR SUCH SURVIVING ENTITY OUTSTANDING IMMEDIATELY AFTER SUCH
MERGER OR CONSOLIDATION AND (B) AFTER WHICH NO PERSON HOLDS 20% OR MORE OF THE
COMBINED VOTING POWER OF THE THEN-OUTSTANDING SECURITIES OF THE COMPANY OR SUCH
SURVIVING ENTITY;
(IV)
THE STOCKHOLDERS OF THE COMPANY APPROVE A PLAN
OF COMPLETE LIQUIDATION OF THE COMPANY OR AN AGREEMENT FOR THE SALE OR
DISPOSITION BY THE COMPANY OF ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS;
OR
(V)
THE BOARD ADOPTS A RESOLUTION TO THE EFFECT
THAT, FOR PURPOSES OF THIS AGREEMENT, A CHANGE IN CONTROL HAS OCCURRED.
(C)
"COMPENSATION ACCRUED AT TERMINATION."
FOR
PURPOSES OF THIS AGREEMENT, "COMPENSATION ACCRUED AT TERMINATION" MEANS THE
FOLLOWING:
(I)
THE UNPAID PORTION OF ANNUAL BASE SALARY
AT THE RATE PAYABLE, IN ACCORDANCE WITH SECTION 4(A) HEREOF, AT THE DATE OF
EXECUTIVE'S TERMINATION OF EMPLOYMENT, PRO RATED THROUGH SUCH DATE OF
TERMINATION, PAYABLE IN ACCORDANCE WITH THE COMPANY'S REGULAR PAY SCHEDULE;
24
(II)
ALL VESTED, NONFORFEITABLE AMOUNTS OWING
OR ACCRUED AT THE DATE OF EXECUTIVE'S TERMINATION OF EMPLOYMENT UNDER ANY
COMPENSATION AND BENEFIT PLANS, PROGRAMS, AND ARRANGEMENTS SET FORTH OR REFERRED
TO IN SECTIONS 4(B) AND 5(A) AND 5(B) HEREOF (INCLUDING ANY EARNED AND VESTED
ANNUAL INCENTIVE COMPENSATION AND LONG-TERM INCENTIVE AWARD) IN WHICH EXECUTIVE
THERETOFORE PARTICIPATED, PAYABLE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF
THE PLANS, PROGRAMS, AND ARRANGEMENTS (AND AGREEMENTS AND DOCUMENTS THEREUNDER)
PURSUANT TO WHICH SUCH COMPENSATION AND BENEFITS WERE GRANTED OR ACCRUED; AND
(III)
REASONABLE BUSINESS EXPENSES AND
DISBURSEMENTS INCURRED BY EXECUTIVE PRIOR TO EXECUTIVE'S TERMINATION OF
EMPLOYMENT, TO BE REIMBURSED TO EXECUTIVE, AS AUTHORIZED UNDER SECTION 5(F), IN
ACCORDANCE WITH THE COMPANY'S REIMBURSEMENT POLICIES AS IN EFFECT AT THE DATE OF
SUCH TERMINATION.
(D)
"DISABILITY."
FOR PURPOSES OF THIS
AGREEMENT, "DISABILITY" SHALL HAVE THE MEANING ASCRIBED TO IT UNDER THE EXPP.
(E)
"GOOD REASON."
FOR PURPOSES OF THIS
AGREEMENT, "GOOD REASON" SHALL MEAN, WITHOUT EXECUTIVE'S EXPRESS WRITTEN
CONSENT, THE OCCURRENCE OF ANY OF THE FOLLOWING CIRCUMSTANCES UNLESS, IN THE
CASE OF SUBSECTIONS (I), (IV), (VI) OR (VIII) HEREOF, SUCH CIRCUMSTANCES ARE
FULLY CORRECTED PRIOR TO THE DATE OF TERMINATION