(iii) at any time during any period of two consecutive years (not including any period prior to the execution of the employment agreement),
individuals who at the beginning of such period constituted the Board and any new directors, whose election by the Board or nomination for election by the Companys stockholders was approved by a vote of at
least two-thirds (2/3) of the Company directors then still in office who either were the Company directors at the beginning of the period or whose election or nomination for election was previously
so approved (Current Directors), ceasing for any reason to constitute a majority thereof,
(iv) the Company consolidating,
merging or exchanging securities with any other entity and the stockholders of the Company immediately before the effective time of such transaction not beneficially owning, immediately after the effective time of such transaction, shares entitling
such stockholders to a majority of all votes (without consideration of the rights of any class of stock entitled to elect directors by a separate class vote) to which all stockholders of the corporation issuing cash or securities in the
consolidation, merger or share exchange would be entitled for the purpose of electing directors or the Current Directors immediately after the effective time of the consolidation, merger or share exchange not constituting a majority of the Board of
Directors of the corporation issuing cash or securities in the consolidation, merger or share exchange, or
(v) any person or group
acquiring all or substantially all of the Companys assets.
Disability means the incapacity of the named executive
officer due to physical or mental illness which causes the named executive officer to have been absent from the full-time performance of his duties with the Company for six consecutive months, and within 30 days after the Company gives the named
executive officer written notice of termination, the named executive officer has not returned to the full-time performance of his duties.
Good Reason means, without the named executive officers express written consent, any of the following:
(i) a material adverse alteration in the nature or status of his position, duties or responsibilities from those in effect immediately prior
to a Change in Control, other than any such alteration primarily attributable to the fact that the Company may no longer be a public company or may be a subsidiary of another entity,
(ii) a reduction in his current annual base salary as in effect immediately prior to the Change in Control or as the same may be increased
from time to time,
(iii) a change in the principal place of his employment, as in effect at the time of a Change in Control, to a
location more than fifty (50) miles from such principal place of employment, excluding required travel on the Companys business to an extent substantially consistent with Employees business travel obligations as of the date of the
agreement,
(iv) the failure by the Company, without his consent, to pay to him any portion of his current compensation, or to pay to him
any portion of any deferred compensation, within ten (10) days of the date any such compensation payment is due,
(v) the failure by
the Company to continue in effect any compensation plan in which he participates, or any substitute plans adopted prior to the Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made
with respect to such plan in connection with the Change in Control, or the failure by the Company to continue his participation therein on the same basis, both in terms of the amount of benefits provided and the level of his participation relative
to other participants, as existed at the time of the Change in Control,
(vi) the failure by the Company to continue to provide him with
benefits at least as favorable to those enjoyed by him under any of the Companys pension, life insurance, medical, health and accident, disability, deferred compensation or savings plans in which he is currently participating, the taking of
any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive him of any material fringe benefit enjoyed by him, or the failure by the Company to provide him with the number of paid vacation days to
which he is entitled on the basis of the Companys practice with respect to him as in effect at the time of the Change in Control,
(vii) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform his employment
agreement, or
(viii) any purported termination of his employment which is not effected pursuant to the employment agreements
termination provisions.
Retirement means termination in accordance with the Companys retirement policy, generally
applicable to its salaried employees or in accordance with any retirement arrangement established with the named executive officers consent with respect to himself.
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