REASON WHATSOEVER (INCLUDING, WITHOUT
LIMITATION, WITH OR WITHOUT CAUSE), DEATH OR DISABILITY OR THE EXECUTIVE
TERMINATES HIS EMPLOYMENT FOR ANY REASON WHATSOEVER (WHETHER OR NOT AS A RESULT
OF A CONSTRUCTIVE TERMINATION).
FOR PURPOSES OF THIS AGREEMENT THE TERM "CHANGE
IN CONTROL" MEANS THE HAPPENING OF ANY OF THE FOLLOWING:
(I)
ANY "PERSON" (HAVING THE MEANING ASCRIBED TO SUCH TERM IN SECTION
3(A)(9) OF THE EXCHANGE ACT AND USED IN SECTIONS 13(D) AND 14(D) THEREOF,
INCLUDING A "GROUP" WITHIN THE MEANING OF SECTION 13(D)(3)) HAS OR ACQUIRES
BENEFICIAL OWNERSHIP OF THIRTY (30%) PERCENT OR MORE OF THE COMBINED VOTING
POWER OF THE COMPANY'S THEN OUTSTANDING VOTING SECURITIES ENTITLED TO VOTE
GENERALLY IN THE ELECTION OF DIRECTORS ("VOTING SECURITIES"); PROVIDED, HOWEVER,
THAT IN DETERMINING WHETHER A CHANGE IN CONTROL HAS OCCURRED, VOTING SECURITIES
WHICH ARE HELD OR ACQUIRED BY THE FOLLOWING: (I) THE COMPANY OR ANY OF ITS
RELATED COMPANIES (AS DEFINED IN PARAGRAPH 3(H)(IV) BELOW) OR (II) AN EMPLOYEE
BENEFIT PLAN (OR A TRUST FORMING A PART THEREOF) MAINTAINED BY THE COMPANY OR
ANY OF ITS RELATED COMPANIES (THE PERSONS OR ENTITIES DESCRIBED IN (I) AND (II)
SHALL COLLECTIVELY BE REFERRED TO AS THE "EXCLUDED GROUP"), SHALL NOT CONSTITUTE
A CHANGE IN CONTROL.
FOR PURPOSES OF THIS AGREEMENT, "BENEFICIAL OWNERSHIP"
SHALL MEAN BENEFICIAL OWNERSHIP WITHIN THE MEANING OF RULE 13D-3 PROMULGATED
UNDER THE EXCHANGE ACT.
(II)
THE INDIVIDUALS WHO ARE MEMBERS OF THE INCUMBENT BOARD CEASE FOR
ANY REASON TO CONSTITUTE MORE THAN FIFTY (50%) PERCENT OF THE BOARD.
FOR
PURPOSES OF THIS AGREEMENT, "INCUMBENT BOARD" SHALL MEAN THE INDIVIDUALS WHO, AS
OF THE BEGINNING OF THE PERIOD COMMENCING TWO YEARS PRIOR TO THE
7
DETERMINATION DATE, CONSTITUTE THE BOARD; PROVIDED, HOWEVER, THAT FOR PURPOSES
OF THIS DEFINITION, ANY INDIVIDUAL WHO BECOMES A MEMBER OF THE BOARD SUBSEQUENT
TO THE BEGINNING OF SUCH TWO-YEAR PERIOD, WHOSE ELECTION, OR NOMINATION FOR
ELECTION BY THE COMPANY'S STOCKHOLDERS, WAS APPROVED BY A VOTE OF AT LEAST
TWO-THIRDS OF THOSE INDIVIDUALS WHO ARE MEMBERS OF THE BOARD AND WHO WERE ALSO
MEMBERS OF THE INCUMBENT BOARD (OR DEEMED TO BE SUCH PURSUANT TO THIS PROVISO)
SHALL BE CONSIDERED AS THOUGH SUCH INDIVIDUAL WERE A MEMBER OF THE INCUMBENT
BOARD; AND PROVIDED FURTHER, HOWEVER, THAT ANY SUCH INDIVIDUAL WHOSE INITIAL
ASSUMPTION OF OFFICE OCCURS AS A RESULT OF OR IN CONNECTION WITH AN ACTUAL OR
THREATENED SOLICITATION OF PROXIES OR CONSENTS BY OR ON BEHALF OF A PERSON OTHER
THAN THE BOARD SHALL NOT BE CONSIDERED A MEMBER OF THE INCUMBENT BOARD.
(III)
A CONSUMMATION OF A MERGER, CONSOLIDATION OR REORGANIZATION OR
SIMILAR EVENT INVOLVING THE COMPANY, WHETHER IN A SINGLE TRANSACTION OR IN A
SERIES OF TRANSACTIONS ("BUSINESS COMBINATION"), UNLESS, FOLLOWING SUCH BUSINESS
COMBINATION:
(A)
THE PERSONS WITH BENEFICIAL OWNERSHIP OF THE COMPANY, IMMEDIATELY
BEFORE SUCH BUSINESS COMBINATION, HAVE BENEFICIAL OWNERSHIP OF MORE THAN FIFTY
(50%) PERCENT OF THE COMBINED VOTING POWER OF THE THEN OUTSTANDING VOTING
SECURITIES ENTITLED TO VOTE GENERALLY IN THE ELECTION OF DIRECTORS OF THE
CORPORATION (OR IN THE