BOARD, CONSISTENT WITH EXECUTIVE'S POSITION WITH THE
COMPANY; PROVIDED, HOWEVER THAT EXECUTIVE SHALL NOT BE DEEMED TO HAVE BEEN
TERMINATED FOR CAUSE UNLESS (A) WRITTEN NOTICE HAS BEEN DELIVERED TO EXECUTIVE
SETTING FORTH THE REASONS FOR THE COMPANY'S INTENTION TO TERMINATE EXECUTIVE FOR
CAUSE AND (B) A PERIOD OF 14 DAYS HAS ELAPSED SINCE DELIVERY OF SUCH NOTICE AND,
IN THE CASE OF CLAUSES (II) AND (IV) ABOVE, EXECUTIVE HAS FAILED TO CURE THE
CIRCUMSTANCES CLAIMED TO CONSTITUTE CAUSE WITHIN SUCH 14-DAY PERIOD.
FOR
PURPOSE OF THE PRECEDING SENTENCE, NO ACT OR FAILURE TO ACT BY EXECUTIVE SHALL
BE CONSIDERED "WILLFUL" UNLESS DONE OR OMITTED TO BE DONE BY EXECUTIVE IN BAD
FAITH AND WITHOUT REASONABLE BELIEF THAT EXECUTIVE'S ACTION OR OMISSION WAS IN
THE BEST INTERESTS OF THE COMPANY.
ANY ACT, OR FAILURE TO ACT, BASED UPON
AUTHORITY GIVEN PURSUANT TO A RESOLUTION DULY ADOPTED BY THE BOARD, BASED UPON
THE ADVICE OF COUNSEL FOR THE COMPANY (OR UPON THE INSTRUCTIONS OF ANY OTHER
OFFICER OF THE COMPANY SENIOR TO EXECUTIVE) SHALL BE CONCLUSIVELY PRESUMED TO BE
DONE, OR OMITTED TO BE DONE, BY EXECUTIVE IN GOOD FAITH AND IN THE BEST
INTERESTS OF THE COMPANY.
CAUSE SHALL NOT EXIST UNLESS AND UNTIL THE COMPANY
HAS DELIVERED TO EXECUTIVE A COPY OF A RESOLUTION DULY ADOPTED BY THREE-QUARTERS
(3/4) OF THE ENTIRE BOARD (EXCLUDING EXECUTIVE IF EXECUTIVE IS A BOARD MEMBER)
AT A MEETING OF THE BOARD CALLED AND HELD FOR SUCH PURPOSE (AFTER REASONABLE
NOTICE TO EXECUTIVE AND AN OPPORTUNITY FOR EXECUTIVE, TOGETHER WITH COUNSEL, TO
BE HEARD BEFORE THE BOARD), FINDING THAT IN THE GOOD FAITH OPINION OF THE BOARD
AN EVENT SET FORTH IN CLAUSES (I), (II), (III), OR (IV) HAS OCCURRED AND
SPECIFYING THE PARTICULARS THEREOF IN DETAIL.
THE COMPANY MUST NOTIFY EXECUTIVE
OF ANY EVENT CONSTITUTING CAUSE WITHIN NINETY (90) DAYS FOLLOWING KNOWLEDGE OF
ANY MEMBER OF THE BOARD OTHER THAN EXECUTIVE (IF APPLICABLE) OF ITS EXISTENCE OR
SUCH EVENT SHALL NOT CONSTITUTE CAUSE UNDER THIS AGREEMENT.
(E)
"CHANGE IN CONTROL" MEANS ANY OF THE FOLLOWING:
(I) ANY
INDIVIDUAL, ENTITY OR GROUP (WITHIN THE MEANING OF SECTION 13(D)(3) OR
14(D)(2) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE
ACT")) (OTHER THAN AN AFFILIATE OR ANY EMPLOYEE BENEFIT PLAN (OR ANY RELATED
TRUST) OF THE COMPANY OR AN AFFILIATE OF THE COMPANY), (A "PERSON") BECOMES
AFTER THE DATE HEREOF THE BENEFICIAL OWNER OF 50% OR MORE OF EITHER THE THEN
OUTSTANDING STOCK OR THE COMBINED VOTING POWER OF THE THEN OUTSTANDING VOTING
SECURITIES OF THE COMPANY ENTITLED TO VOTE IN THE ELECTION OF DIRECTORS;
(II) DURING ANY 24-MONTH PERIOD INDIVIDUALS WHO, AS OF THE EFFECTIVE DATE,
CONSTITUTE THE BOARD (THE "INCUMBENT DIRECTORS") CEASE FOR ANY REASON TO
CONSTITUTE AT LEAST A MAJORITY OF THE BOARD; PROVIDED THAT ANY INDIVIDUAL WHO
BECOMES A DIRECTOR AFTER THE EFFECTIVE DATE WHOSE ELECTION, OR NOMINATION FOR
ELECTION BY THE COMPANY'S SHAREHOLDERS, WAS APPROVED BY A VOTE OR WRITTEN
CONSENT OF AT LEAST TWO-THIRDS OF THE DIRECTORS