(12) MONTHS
PRECEDING THE CHANGE OF CONTROL PLUS THE EMPLOYEE'S TARGET BONUS FOR THE SAME
PERIOD (BUT NOT LESS THAN 85% OF SUCH BASE SALARY), OR (II) EMPLOYEE'S BASE
SALARY ON AN ANNUALIZED BASIS AND THE EMPLOYEE'S TARGET BONUS AS OF THE
TERMINATION DATE (BUT NOT LESS THAN 85% OF SUCH BASE SALARY).
(B)
CAUSE.
"CAUSE" SHALL MEAN (I) ANY ACT OF PERSONAL DISHONESTY
TAKEN BY THE EMPLOYEE IN CONNECTION WITH HIS RESPONSIBILITIES AS AN EMPLOYEE AND
INTENDED TO RESULT IN SUBSTANTIAL PERSONAL ENRICHMENT OF THE EMPLOYEE, (II) THE
CONVICTION OF OR PLEA OF NOLO CONTENDERE TO A FELONY, (III) A WILLFUL ACT BY THE
EMPLOYEE THAT CONSTITUTES GROSS MISCONDUCT AND THAT IS INJURIOUS TO THE COMPANY,
OR (IV) FOR A PERIOD OF NOT LESS THAN THIRTY (30) DAYS FOLLOWING DELIVERY TO THE
EMPLOYEE OF A WRITTEN DEMAND FOR PERFORMANCE FROM THE COMPANY THAT DESCRIBES THE
BASIS FOR THE COMPANY'S BELIEF THAT THE EMPLOYEE HAS NOT SUBSTANTIALLY PERFORMED
HIS DUTIES, CONTINUED VIOLATIONS BY THE EMPLOYEE OF THE EMPLOYEE'S OBLIGATIONS
TO THE COMPANY THAT ARE DEMONSTRABLY WILLFUL AND DELIBERATE ON THE EMPLOYEE'S
PART.
ANY DISMISSAL FOR CAUSE MUST BE APPROVED BY THE COMPANY'S BOARD OF
DIRECTORS PRIOR TO THE DISMISSAL DATE.
(C)
CHANGE OF CONTROL.
"CHANGE OF CONTROL" MEANS THE OCCURRENCE OF
ANY OF THE FOLLOWING EVENTS:
(I)
ANY "PERSON" (AS SUCH TERM IS USED IN SECTIONS 13(D) AND 14(D) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED) BECOMES THE "BENEFICIAL OWNER" (AS
DEFINED IN RULE 13D-3 UNDER SAID ACT), DIRECTLY OR INDIRECTLY, OF SECURITIES OF
THE COMPANY REPRESENTING FIFTY PERCENT (50%) OR MORE OF THE TOTAL VOTING POWER
REPRESENTED BY THE COMPANY'S THEN OUTSTANDING VOTING SECURITIES;
(II)
A CHANGE IN THE COMPOSITION OF THE BOARD OCCURRING WITHIN A TWELVE-MONTH
PERIOD, AS A RESULT OF WHICH FEWER THAN A MAJORITY OF THE DIRECTORS ARE
INCUMBENT DIRECTORS.
"INCUMBENT DIRECTORS" SHALL MEAN DIRECTORS WHO EITHER
(A) ARE DIRECTORS OF THE COMPANY AS OF THE DATE HEREOF, OR (B) ARE ELECTED, OR
NOMINATED FOR ELECTION, TO THE BOARD WITH THE AFFIRMATIVE VOTES OF AT LEAST A
MAJORITY OF THE INCUMBENT DIRECTORS AT THE TIME OF SUCH ELECTION OR NOMINATION
(BUT SHALL NOT INCLUDE AN INDIVIDUAL WHOSE ELECTION OR NOMINATION IS IN
CONNECTION WITH AN ACTUAL OR THREATENED PROXY CONTEST RELATING TO THE ELECTION
OF DIRECTORS TO THE COMPANY);
(III)
THE CONSUMMATION OF A MERGER OR CONSOLIDATION OF THE COMPANY WITH ANY
OTHER CORPORATION, OTHER THAN A MERGER OR CONSOLIDATION THAT 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 OR SUCH SURVIVING ENTITY'S
PARENT) AT LEAST FIFTY PERCENT (50%) OF THE TOTAL VOTING POWER REPRESENTED BY
THE VOTING SECURITIES OF THE COMPANY OR SUCH SURVIVING ENTITY OR SUCH SURVIVING
ENTITY'S PARENT OUTSTANDING IMMEDIATELY AFTER SUCH MERGER OR CONSOLIDATION;
(IV)
THE CONSUMMATION OF THE SALE OR DISPOSITION BY THE COMPANY OF ALL OR
SEVENTY-FIVE PERCENT (75%) OR MORE OF THE COMPANY'S ASSETS.