3
or only after the passage of time) upon the exercise of (a) employee stock
options now or hereafter (but prior to the Separation Date) issued by the
Company, or (b) conversion rights conferred in any class or series of
Preferred Stock of the Company issued prior to the Separation Date if the
resolutions of the Board providing for the issuance of such class or series
of Preferred Stock shall specifically refer to this Agreement and provide
that the right to acquire securities upon the exercise of conversion rights
so conferred shall not be deemed to constitute beneficial ownership of such
securities;
(ii) that such Person or any of such Person's Affiliates or
Associates, directly or indirectly, has the right to vote (except as
hereinafter provided) or dispose of, or of which any of them, directly or
indirectly, has "beneficial ownership" (as determined pursuant to Rule
13d-3 of the Rules, as in effect on the Record Date) (including, except as
hereinafter provided, pursuant to any agreement, arrangement or
understanding, whether or not in writing); provided, however, that a Person
shall not be deemed to be the Beneficial Owner of, or to beneficially own,
any security under this subparagraph (ii) as a result of an agreement,
arrangement or understanding to vote such security if such agreement,
arrangement or understanding arises solely from a revocable proxy given in
response to a public proxy or consent solicitation made pursuant to, and in
accordance with, the applicable provisions of the Rules and is not also
then reportable on Schedule 13D under the Exchange Act (or any comparable
or successor report);
(iii) that are beneficially owned, directly or indirectly, by any
other Person (or any Affiliate or Associate thereof) with which such Person
(or any of such Person's Affiliates or Associates) has any agreement,
arrangement or understanding (whether or not in writing), for the purpose
of, or with respect to, acquiring, holding, voting (except as described in
the proviso to subparagraph (ii) of this paragraph (d)) or disposing of any
voting securities of the Company; and
(iv) that are, pursuant to the foregoing subparagraphs of this
paragraph (d), or otherwise, deemed to be owned by a voting trust, voting
agent, recipient of a proxy that is not immediately revocable (a
"Non-revocable Proxy") or any other Person to whom such Person (the
"Grantor Person") has contributed, conveyed, delegated, given, granted,
tendered, transferred or otherwise assigned or conferred (collectively,
"given") some or all of the voting rights attributable to the Common Shares
of which the Grantor Person (alone or