EXHIBIT 10.6
EMPLOYMENT AGREEMENT
THIS AGREEMENT entered into as of the 22nd day of January, 1999
("Effective Date"), by and between Rural Cellular Corporation ("RCC" or
"Company") and Xxxxxxx X. Xxxxxxxx (the "Employee").
WHEREAS, Employee has heretofore been employed by RCC in the
position of President and Chief Executive Officer and is experienced in the
business of RCC; and
WHEREAS, Employee desires to continue to be employed by RCC in the
same position; and
WHEREAS, the parties desire by this writing to set forth the
employment relationship of RCC and the Employee.
NOW, THEREFORE, it is AGREED as follows:
1. EMPLOYMENT.
(a) TITLE/DUTIES. The Employee is employed in the capacity of
President and Chief Executive Officer for RCC, to perform the duties
customarily performed by persons situated in a similar executive
capacity. The Employee shall also promote, by entertainment or
otherwise, as and to the extent permitted by law, the business of RCC.
The Employee's other duties shall be such as the Board of Directors
may from time to time reasonably direct.
(b) LOCATION. The Employee's principal place of employment shall
be at the Company's offices in Alexandria, Minnesota.
2. BASE COMPENSATION. RCC agrees to pay the Employee during the
term of this Agreement a salary which shall be at the initial rate of Three
Hundred sixty-two thousand Dollars ($362,000) per annum beginning on the
Effective Date, payable not less frequently than every two weeks; PROVIDED,
that the rate of such salary shall be reviewed not less often than annually,
and Employee shall be entitled to receive an increase at such percentage or
in such an amount, if any, as may be determined from time to time. The
Employee's salary may not be decreased below the rate in effect on any date
during the term of this Agreement, except that, in the event that the
salaries of other senior management employees have been generally reduced,
Employee's salary may be reduced in a similar manner, except that any such
reduction following a "Change in Control" (as defined in Appendix A hereto)
shall be subject to the provisions of Section 11(b) hereof.
3. DISCRETIONARY AND INCENTIVE BONUS; STOCK OPTIONS. The Employee
shall be entitled to participate in an equitable manner with all other senior
management
employees of RCC in discretionary and incentive bonuses, including, but not
limited to stock option and restricted stock awards and other cash and
non-cash compensation plans that may be authorized and declared by the Board
of Directors to its senior management employees from time to time.
4. OTHER BENEFITS.
(a) PARTICIPATION IN EMPLOYEE BENEFIT PLANS. The Employee shall
be entitled to participate in any plan of RCC relating to compensation,
profit sharing, retirement, medical coverage or other employee benefits
as RCC may adopt for the benefit of its senior management employees.
(b) FRINGE BENEFITS; EXPENSES. The Employee shall be eligible
to participate in any fringe benefits which may be or may become
applicable to RCC's senior management employees, including by example,
participation in any stock option or incentive plans adopted by the
Board of Directors, and any other benefits adopted by RCC. RCC shall
reimburse Employee for all reasonable out-of-pocket expenses which
Employee shall incur in connection with his service for RCC which are
documented in accordance with RCC's policies as set forth from time to
time.
(c) CAR ALLOWANCE. The Employee shall be required to have and
maintain a personal automobile for use in the performance of his duties
under this Agreement and a valid drivers license to operate RCC
vehicles. RCC shall pay the Employee an allowance at an initial rate of
$8,000 per year to compensate him for all expenses incurred by him in
complying with these requirements. In addition, RCC shall reimburse the
Employee at current IRS allowable mileage rates for the use of his
personal automobile on RCC business.
5. TERM. The term of employment of Employee under this Agreement
shall be for the period commencing on the Effective Date and ending December
31, 2001; PROVIDED, that commencing on December 31, 1999, and on each
December 31 thereafter, the term of Employee's employment shall automatically
be extended for one additional year, so that the remaining term of his
employment shall never be less than two years, unless either party gives
written notice to the other of its intention not to so extend the term of the
Employee's employment.
6. LOYALTY; NONCOMPETITION.
(a) The Employee shall devote his full business time and
attention to the performance of his employment under this Agreement.
During the term of Employee's employment under this Agreement, the
Employee shall not engage in any business or activity contrary to the
business affairs or interests of RCC.
(b) Nothing contained in this Section 6 shall be deemed to
prevent or limit the right of Employee to invest in the capital stock
or other securities of any
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business dissimilar from that of RCC or, solely as a passive or
minority investor, in any business.
7. STANDARDS. The Employee shall perform his duties under this
Agreement in accordance with the reasonable standards customarily expected of
employees with comparable positions in comparable organizations, or in
accordance with such other standards as may reasonably be established from
time to time by the Board of Directors.
8. PAID TIME OFF. The Employee shall be entitled, without loss of
pay, to absent himself voluntarily from the performance of the duties of his
employment under this Agreement, with all such voluntary absences to count as
paid time off, in accordance with the following:
(a) Employee shall be entitled to not less than nineteen (19)
days per calendar year of paid time off for vacation, personal illness,
emergency situations such as family illness, and for any other reason
that time off must be taken during a regular scheduled work day that is
not covered by other Company policies (such as jury duty). Such paid
time off shall be taken in accordance with then current Company
policies.
(b) The Employee shall take at least five consecutive business
days of vacation in each calendar year.
(c) The Employee shall not be entitled to receive any additional
compensation from RCC on account of his failure to take paid time off,
and Employee shall be entitled to accumulate unused paid time off in
accordance with then current Company policy (as of the end of 1999 only
120 hours of paid time off can be carried over into the following
year).
(d) In addition to the aforesaid paid time off, the Employee
shall be entitled, without loss of pay, to absent himself voluntarily
from the performance of his employment with RCC for such additional
periods of time and for such other valid and legitimate reasons as the
Board of Directors in its discretion may determine.
(e) The Employee shall also be entitled to any other paid or
unpaid time off as may be provided by Company policies. Further, the
Board of Directors shall be entitled to grant to the Employee a leave
or leaves of absence with or without pay at such time or times and upon
such terms and conditions as the Board of Directors in is discretion
may determine.
(f) The Employee is encouraged to participate in related
industry and professional organizations and activities provided that
the assumption of any significant responsibilities for such outside
activities or organizational participation shall be approved in advance
by the Board of Directors.
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9. TERMINATION AND TERMINATION PAY. The Employee's employment
under this Agreement may be terminated upon any of the following occurrences:
(a) The death of the Employee during the term of this Agreement,
in which event the Employee's estate shall be entitled to receive the
compensation due the Employee through the last day of the calendar
month in which Employee's death shall have occurred, plus all accrued
but unused paid time off for such calendar year, and PRO RATA payment
of all bonuses or incentive payments earned or to be awarded for such
calendar year.
(b) The Board of Directors may terminate the Employee's
employment at any time, but any termination by the Board of Directors
other than termination for Just Cause, as defined below, shall not
prejudice the Employee's right to compensation or other benefits under
this Agreement. The Employee shall have no right to receive
compensation or other benefits for any period after termination for
Just Cause, except to the extent specifically provided under the terms
of any benefit plan or program of RCC or as may otherwise be required
by law. Termination shall be for "Just Cause" if the Employee
(i) has been convicted of a felony or
(ii) has intentionally engaged in conduct that is
demonstrably and materially injurious to the
Company, monetarily or otherwise;
PROVIDED, HOWEVER, that no termination of Employee's
employment shall be for Just Cause as set forth in clause (ii)
above until
(a) there shall have been delivered to the Employee
a copy of a written notice setting forth that the
Employee was guilty of the conduct set forth in
clause (ii) and specifying the particulars
thereof in detail;
(b) the Employee shall have been provided an
opportunity to be heard by the Board of
Directors (with the assistance of the
Employee's counsel if the Employee so desires);
and
(c) such conduct is not discontinued within a
reasonable period of time after receipt of the
written notice provided in clause (A).
No act or failure to act on the Employee's part shall be considered
"intentional" unless he has acted or failed to act with an absence of
good faith and without a reasonable belief that his action or failure
to act was in the best interest of the Company. Notwithstanding
anything contained in this Agreement to the contrary,
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no failure to perform by the Employee after notice of termination has
been given by the Employee will constitute Just Cause for purposes of
this Agreement.
(c) Except as provided pursuant to Section 11 herein, in the
event Employee's employment under this Agreement is terminated by the
Board of Directors without Just Cause, RCC shall be obligated to
continue to pay the Employee the salary provided pursuant to Section 2
herein, up to the date of termination of the term (including any
extension of the term pursuant to Section 5 above) of this Agreement.
Notwithstanding the foregoing, in no event shall payments to be made in
accordance with this Section 9(c) be for a period of less than 12
months following the date of termination of employment.
(d) The voluntary termination by the Employee during the term
of this Agreement with the delivery of no less than 60 days written
notice to the Board of Directors (other than pursuant to Section
11(b)), in which case the Employee shall be entitled to receive
compensation, vested rights, and all employee benefits only up to the
date of such termination except as specifically provided below or as
required by law.
10. DISABILITY. If the Employee shall become disabled or
incapacitated to the extent that he is unable to perform his duties
hereunder, by reason of medically determinable physical or mental impairment,
as determined by a doctor mutually acceptable to the Board of Directors and
the Employee and retained by RCC, Employee shall nevertheless continue to
receive the compensation and benefits provided under the terms of this
Agreement as follows: 100% of such compensation and benefits for a period of
six months, but not exceeding the remaining term of the Agreement, and 65%
thereafter for the remainder of the term of the Agreement. Such benefits
noted herein shall be reduced by any benefits otherwise provided to the
Employee during such period under the provisions of disability insurance
coverage in effect for RCC employees. Thereafter, Employee shall be eligible
to receive benefits provided by RCC under the provisions of disability
insurance coverage in effect for RCC employees. Upon returning to active
full-time employment, the Employee's full compensation as set forth in this
Agreement shall be reinstated as of the date of commencement of such
activities. In the event that the Employee returns to active employment on
other than a full-time basis, then his compensation (as set forth in Section
2 of this Agreement) shall be reduced in proportion to the time spent in said
employment, or as shall otherwise be agreed to by the parties.
11. CHANGE IN CONTROL.
(a) TERMINATION BY COMPANY. Notwithstanding any provision herein
to the contrary, in the event the Company terminates Employee's employment
under this Agreement, absent Just Cause, in connection with, or within 24
months after, any Change in Control (as defined in Appendix A hereto) of RCC,
Employee shall be paid an amount equal to the product of 2.99 times the
Employee's "base amount" as defined in Section 280G(b)(3) of the Internal
Revenue Code of 1986, as amended (the "Code") and
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regulations promulgated thereunder. Said sum shall be
paid to the Employee in one lump sum within five (5) days of such termination.
Such payment shall be in lieu of any other future payments which the Employee
would be otherwise entitled to receive under Section 9 of this Agreement.
(b) TERMINATION FOR "GOOD REASON." Notwithstanding any
other provision of this Agreement to the contrary, if Employee voluntarily
terminates his employment under this Agreement within 24 months following a
Change in Control of RCC for "Good Reason" (as defined herein), Employee
shall be entitled to receive the payment described in Section 11(a) of this
Agreement within five (5) days of such termination. "Good Reason" for
purposes of this Agreement shall be the occurrence of any of the following
events, which have not been consented to in advance by the Employee in
writing: (i) if at the time of a Change in Control of the Company, Employee's
employed at the Company's principal executive offices, a relocation of such
principal executive offices to a location more than fifty miles from such
location or requiring the Employee to be based anywhere other than the
Company's principal executive offices at the time of a Change in Control, or
if Employee is not employed at the Company's principal executive offices at
the time of a Change in Control, Employee's relocation to any place other
than the location at which the Employee principally performed Employee's
duties prior to the Change in Control, or requiring travel by Employee on the
Company's business to an extent substantially greater than Employee's
business travel obligations at the time of the Change in Control; (ii) if in
the organizational structure of RCC Employee would be required to report to a
person or persons other than the Board of Directors; (iii) if RCC should fail
to maintain Employee's base compensation in effect as of the date of the
Change in Control and the existing material fringe benefit, performance
incentive and employee benefit plans; (iv) if Employee would be assigned
duties and responsibilities other than those normally associated with his
position as referenced at Section 1 herein; or (v) if Employee's
responsibilities or authority have in any way been materially diminished or
reduced.
(c) EXCISE TAX PAYMENTS.
(i) In the event that any payment or benefit (within
the meaning of Section 280G(b)(2) of the Code), paid or
payable to the Employee or for his benefit or distributed
or distributable pursuant to the terms of this Agreement or
otherwise in connection with, or arising out of, his
employment with the Company or a Change in Control of the
Company (a "Payment" or "Payments"), would be subject
to the excise tax imposed by Section 4999 of the Code or any
interest or penalties are incurred by the Employee with
respect to such excise tax (such excise tax, together with
any such interest and penalties, are hereinafter collectively
referred to as the "Excise Tax"), then the Employee will
be entitled to receive an additional payment (a "Gross-Up
Payment") in an amount such that after payment by the Employee
of all taxes (including any interest or penalties, other
than interest and penalties imposed by reason of the
Employee's failure to file timely a tax return or pay taxes
shown as due on
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his return, imposed with respect to such taxes and the
Excise Tax), including any Excise Tax imposed upon the
Gross-Up Payment, the Employee retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the
Payments.
(ii) An initial determination as to whether a Gross-Up
Payment is required pursuant to this Agreement and the amount
of such Gross-Up Payment shall be made at the Company's
expense by an accounting firm selected by the Company and
reasonably acceptable to the Employee which is designated as
one of the five largest accounting firms in the United States
(the "Accounting Firm"). The Accounting Firm shall provide
its determination (the "Determination"), together with
detailed supporting calculations and documentation, to the
Company and the Employee within five days of the date of
termination of the Employee's employment, if applicable, or
such other time as requested by the Company or the Employee
(provided the Employee reasonably believes that any of the
Payments may be subject to the Excise Tax). If the Accounting
Firm determines that no Excise Tax is payable by the Employee
with respect to a Payment or Payments, it shall furnish the
Employee with an opinion reasonably acceptable to the Employee
that no Excise Tax will be imposed with respect to any such
Payment or Payments. Within ten days of the delivery of the
Determination to the Employee, the Employee shall have the
right to dispute the Determination (the "Dispute"). The
Gross-Up Payment, if any, as determined pursuant to this
Section 11(c) shall be paid by the Company to the Employee
within five days of the receipt of the Determination. The
existence of the Dispute shall not in any way affect the
Employee's right to receive the Gross-Up Payment in accordance
with the Determination. Upon the final resolution of a
Dispute, the Company shall promptly pay to the Employee any
additional amount required by such resolution, or, if it is
determined that the Excise Tax is lower than originally
determined, the Employee shall repay to the Company the excess
amount of the Gross-Up Payment. If there is no Dispute, the
Determination shall be binding, final and conclusive upon the
Company and the Employee subject to the application of Section
11 (c)(iii) below.
(iii) Notwithstanding anything contained in this
Agreement to the contrary, in the event that, according to the
Determination, an Excise Tax will be imposed on any Payment or
Payments, the Company shall pay to the applicable government
taxing authorities as Excise Tax withholding, the amount of
the Excise Tax that the Company has actually withheld from the
Payment or Payments.
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12. NON-COMPETITION AGREEMENT.
(a) TERM. During the term of the Employee's employment pursuant to this
Agreement and for the period ending twelve (12) months after the voluntary or
involuntary termination of such employment, Employee agrees that he will not,
without RCC's prior written consent, directly or indirectly, within the service
areas served by RCC at the time of termination, lend his credit, advice or
assistance, or engage in any activity or act in any manner, including but not
limited to, as an individual, owner, sole proprietor, founder, associate,
promoter, partner, joint venturer, shareholder other than as a less than five
percent shareholder of a publicly traded corporation, officer, director,
trustee, manager, employer, employee, licensor, licensee, principal, agent,
salesman, broker, representative, consultant, adviser, investor or otherwise,
for the purpose of establishing, operating or managing any business or entity
that is engaged in activities competitive with the business of the Company as
carried on as of the date of termination.
(b) NON-SOLICITATION AGREEMENT. As used in this Agreement, the term
"Person" means any individual, corporation, joint venture, general or limited
partnership, association or other entity. During the period of one year from
and after the date of termination of his employment pursuant to this
Agreement, Employee agrees that he will not, whether for his own account or
for the account of any other Person, directly or indirectly interfere with
the Company's relationship with or endeavor to divert or entice away from the
Company any Person who or which at any time during the term of Employee's
employment by RCC is or was an employee or customer of or in the habit of
dealing with RCC.
(c) REASONABLENESS OF COVENANTS. Employee acknowledges and agrees
that the geographic scope and period of duration of the restrictive
covenants contained in this Agreement are both fair and reasonable and that
the interests sought to be protected by the Company are legitimate business
interests entitled to be protected. It is the intention of the parties
that the provisions of this Section 12 shall be enforceable to the
fullest extent permissible under applicable law; however, if any
restriction contained in this Section is held to be unenforceable because
of the duration of such restriction or the geographical area covered
thereby, the parties agree that the court making such determination
shall have the power to reduce the duration and/or geographical area of
such restriction and, in its reduced form, said restriction shall then be
enforceable.
(d) INJUNCTIVE RELIEF; ATTORNEYS' FEES. The parties agree that the
remedy of damages at law for the breach by Employee of any of the covenants
contained in this Section 12 is an inadequate remedy. In recognition of
the irreparable harm that a violation by Employee of any of the
covenants, agreements or obligations arising under this Agreement would
cause RCC, Employee agrees that in addition to any other remedies or relief
afforded by law, an injunction against an actual or threatened violation
or violations may be issued against him and every other Person concerned
thereby, it being the understanding of the parties that both damages and an
injunction shall be proper modes of relief and are not to be considered
alternative remedies. In the event of any such an actual or threatened
violation, Employee agrees to pay the costs, expenses and
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reasonable attorneys' fees incurred by the Company in pursuing any of its
rights with respect to such actual or threatened violation, in addition to
the actual damages sustained by the Company as a result thereof. Such costs,
expenses, fees and damages shall not be payable by the Employee until a final
judgment, from which no further appeal may be taken, has been entered in
favor of the Company by a court of competent jurisdiction. If no such
judgment is entered, the Employee shall not be liable for any such costs,
expenses, fees or damages, and the Company shall reimburse the Employee for
any costs, expenses and reasonable attorneys' fees incurred by him in
defending against the Company's allegations.
(e) COMPENSATION. In the event that Employee's employment has
terminated and Employee is not entitled to receive payment under Section 9
or 11 of this Agreement, to compensate Employee for the restrictive covenants
contained in this Agreement, RCC agrees to pay Employee an amount equal to
50% of the Employee's final compensation. One-half of this amount is payable
in equal monthly payments commencing on the last day of the month following
termination and continuing thereafter on the last day of each and every month
until the end of the period stated in Section 12(a) and one-half at the end
of the period stated in Section 12(a). For the purposes of this paragraph,
the Employee's "final compensation" means the Employee's annual rate of
salary in effect on the date his employment terminates, plus his bonus and/or
incentive payment(s) for the year immediately preceding the year in which his
employment terminates.
In the event that Employee shall breach any of his covenants,
agreements or obligations arising under this Agreement, RCC shall have the
right to discontinue making the payments to Employee provided for herein
unless and until Employee has cured any such existing breaches.
(f) WAIVER OF RESTRICTIONS. RCC may waive the restrictions on Employee
imposed in Section 12 at any time. In the event of such waiver: (i) RCC shall
not be obligated to make any further monthly payments pursuant to Section
12(e); and (ii) any payment due pursuant to Section 12(e) at the expiration
of the period stated in Section 12(a) shall be prorated and paid at the time
of the waiver.
13. SUCCESSORS AND ASSIGNS.
(a) This Agreement shall inure to the benefit of and be binding upon
any corporation or other successor of RCC which shall acquire, directly or
indirectly, by merger, consolidation, purchase or otherwise, all or
substantially all of the business, assets or stock of RCC.
(b) Since RCC is contracting for the unique and personal skills of
the Employee, the Employee shall be precluded from assigning or delegating
his rights or duties hereunder without first obtaining the written consent of
RCC.
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14. AMENDMENTS. No amendments or additions to this Agreement shall be
binding upon the parties hereto unless made in writing and signed by both
parties, except as herein otherwise specifically provided.
15. APPLICABLE LAW. This Agreement shall be governed in all respects,
whether as to validity, construction, capacity, performance or otherwise, by
the laws of the State of Minnesota, except to the extent that Federal law
shall be deemed to apply.
16. SEVERABILITY. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
17. ARBITRATION. Subject to RCC's right to seek injunctive relief
from a court of competent jurisdiction pursuant to Section 12(d), any
controversy or claim arising out of or relating to this Agreement, or the
breach thereof, shall be settled by arbitration in accordance with the rules
then in effect of the district office of the American Arbitration Association
("AAA") nearest to the home office of RCC, and judgment upon the award
rendered may be entered in any court having jurisdiction thereof, except to
the extent that the parties may otherwise reach a mutual settlement of such
issue. RCC shall incur the cost of all fees and expenses associated with
filing a request for arbitration with the AAA, whether such filing is made on
behalf of RCC or the Employee, and the costs and administrative fees
associated with employing the arbitrator and related administrative expenses
assessed by the AAA. If the parties cannot mutually agree on an arbitrator,
each party shall select an arbitrator and those two arbitrators shall select
a third arbitrator and the third arbitrator shall conduct the arbitration.
Otherwise, each party shall pay its own costs and expenses, including
reasonable attorneys' fees, arising from such dispute, proceedings or
actions, notwithstanding the ultimate outcome thereof, upon delivery of a
final judgment or settlement of the dispute.
18. REPRESENTATION BY COUNSEL. Employee acknowledges that he has read
this Agreement and that he fully understands his rights, privileges, and
duties hereunder. He further acknowledges that he has had the opportunity to
consult and has consulted with attorneys of his choice to review and explain
the terms of this Agreement and the consequences of signing it.
19. ENTIRE AGREEMENT. This Agreement, together with any understanding
or modifications thereof as agreed to in writing by the parties, shall
constitute the entire agreement between the parties hereto, and shall
supersede all prior understandings in writing or otherwise between the
parties, including the Employment Agreement by and between Employee and the
Company dated December 1, 1995, as amended effective December 18, 1996 and
December 18, 1997.
* * * * *
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RURAL CELLULAR CORPORATION
ATTEST:
------------------------------------
By: Xxx X. Xxxxxxx
Secretary
------------------------------------
WITNESS:
------------------------------------- -----------------------------------
Xxxxxxx X. Xxxxxxxx
00
APPENDIX A
TO EMPLOYMENT AGREEMENT BETWEEN
RURAL CELLULAR CORPORATION AND XXXXXXX X. XXXXXXXX
For the purposes of the Employment Agreement to which this Appendix is attached,
a "Change in Control" means the happening of any of the following:
(1) A majority of the directors of RCC shall be persons other than
persons:
(a) for whose election proxies shall have been solicited by the Board, or
(b) who are then serving as directors appointed by the Board
to fill vacancies on the Board caused by death or resignation
(but not by removal) or to fill newly-created directorships,
(2) 30% or more of the outstanding voting stock of RCC is
acquired or beneficially owned (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, or any successor rule thereto) by any
person (other than RCC or a subsidiary of RCC) or group of persons
acting in concert (other than the acquisition and beneficial ownership
by a parent corporation or its wholly-owned subsidiaries, as long as
they remain wholly-owned subsidiaries, of 100% of the outstanding
voting stock of RCC as a result of a merger which complies with
paragraph (3)(a)(ii) hereof in all respects), or
(3) The shareholders of RCC approve a definitive agreement or plan to:
(a) merge or consolidate RCC with or into another corporation
other than
(i) a merger or consolidation with a subsidiary of RCC, or
(ii) a merger in which:
(A) RCC is the surviving corporation,
(B) no outstanding voting stock of RCC
(other than fractional shares) held by
shareholders immediately prior to the merger
is converted into cash, securities, or other
property (except: (1) voting stock of a
parent corporation owning directly, or
indirectly through wholly owned
subsidiaries, both beneficially and of
record 100% of the voting stock of RCC
immediately after the merger; and (2) cash
upon the exercise by holders of voting stock
of RCC of statutory dissenters' rights),
A-1
(C) the persons who were the beneficial
owners, respectively, of the outstanding
common stock and outstanding voting stock of
RCC immediately prior to such merger
beneficially own, directly or indirectly,
immediately after the merger, more than 70%
of, respectively, the then outstanding
common stock and the then outstanding voting
stock of the surviving corporation or its
parent corporation, and
(D) if voting stock of the parent
corporation is exchanged for voting stock of
RCC in the merger, all holders of any class
or series of voting stock of RCC immediately
prior to the merger have the right to
receive substantially the same per share
consideration in exchange for their voting
stock of RCC as all other holders of such
class or series,
(b) exchange, pursuant to a statutory exchange of shares of voting
stock of RCC held by shareholders of RCC immediately prior to the
exchange, shares of one or more classes or series of voting stock of RCC
for cash, securities, or other property,
(c) sell or otherwise dispose of all or substantially all of the
assets of the Company (in one transaction or a series of transactions),
or
(d) liquidate or dissolve the Company.
A-2
