CHANGE OF CONTROL
PLAN FOR SENIOR MANAGEMENT
A. VESTING OF STOCK OPTIONS
1. Executive Vice Presidents, the President and the
Chief Executive Officers
-Unvested options will vest 100% upon a Change of
Control
2. Senior Vice Presidents
-Unvested options will vest 25% upon Change of
Control
B. SEVERANCE PAYMENTS
Senior Vice Presidents, Executive Vice Presidents, the
President and the Chief Executive Officer shall receive 2
years of base pay together with bonus and medical premiums
if within 2 years of the Change of Control the (i)
officer's employment is terminated for any reason, other
than for Cause (as defined herein) or (ii) the officer
resigns for Good Reason (as defined herein).
C. OFFICERS LOANS
Outstanding loans from the Company to Executive Vice
Presidents, the President and the Chief Executive Officer
shall be forgiven upon a Change of Control.
D. DEFINITIONS
"Change of Control" shall mean: (Subject to revisions by
Company's outside counsel)
(1) The shareholders of Company approve of
the following:
("Approved Transactions"):
(i) Any merger or statutory plan
of exchange involving Company
("Merger") in which Company is not the
continuing or surviving corporation or
pursuant to which Common Stock would be
converted into cash, securities or
other property, other than a Merger
involving Company in which the holders
of Common Stock immediately prior to
the Merger have the same proportionate
ownership of Common Stock of the
surviving corporation after the Merger;
or
(ii) Any sale, lease, exchange, or
other transfer (in one transaction or a
series of related transactions) of all
or substantially all of the assets of
Company or the adoption of any plan or
proposal for liquidation or
dissolution;
(2) A tender or exchange offer is made for
Common Stock (or securities convertible into
Common Stock) and such offer results in a portion
of those securities being purchased and the
offeror after the consummation of the offer is
the beneficial owner (as determined pursuant to
Section 13(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")), directly
or indirectly, of securities representing at
least 20 percent of the voting power of
outstanding securities of Company;
(3) Company receives a report on Schedule
13D of the Exchange Act reporting the beneficial
ownership by any person of securities
representing 20 percent or more of the voting
power of outstanding securities of Company,
except that if such receipt shall occur during a
tender offer or exchange offer described in (2)
above, a Chang of Control shall not take place
until the conclusion of such offer; or
(4) During any period of 12 months or less,
individuals who at the beginning of such period
constituted a majority of the Board of Directors
cease for any reason to constitute a majority
thereof unless the nomination or election of such
new directors (each an "Approved Director") was
approved by a vote of at least two-thirds of the
directors then still in office who were directors
at the beginning of such period or who are
Approved Directors.
"Cause" shall mean termination from the Company
because of (1) the officer's conviction for, or guilty plea
to, a felony or a crime involving moral turpitude; (2) the
officer's commission of an act of substantial personal
dishonesty which is monetarily injurious to the Company in
connection with his employment by the Company; (3) the
officer's willful and repeated failure, after written
notice, to follow the written policies of the Company as
established by the board of directors of the Company, and
as applicable to all employees of the Company.
"Good Reason" shall mean the resignation of the
officer after (1) notice in writing is given to him/her of
his or her relocation, without the officer's consent, to a
place of business more than 25 miles outside of the
Wilsonville, Oregon area, (2) the actual relocation of
offices for the Company more than 25 miles outside of
Wilsonville, Oregon, (3) a reduction in the officer's base
pay, or (4) a substantial alteration occurs in the nature
or status of the officer's responsibilities from those in
effect on the date of the Change of Control, disregarding
changes in title.
Exhibit A
