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transactions that is approved by a majority of the Incumbent Directors unless and until such Person
thereafter becomes the beneficial owner of additional shares of Voting Stock of the Corporation
representing one percent (1%) or more of the then-outstanding Voting Stock of the Corporation, other
than as a result of a stock dividend, stock split or similar transaction effected by the Corporation in
which all holders of Voting Stock are treated equally; and
(D) if at least a majority of the Incumbent Directors determine in good faith that a Person has acquired
beneficial ownership of thirty percent (30%) or more of the Voting Stock of the Corporation
inadvertently, and such Person divests as promptly as practicable, but no later than the date, if any, set
by the Incumbent Directors a sufficient number of shares so that such Person beneficially owns less
than thirty percent (30%) of the Voting Stock of the Corporation, then no Change in Control shall have
occurred as a result of such Person’s acquisition; or
(ii) the consummation of a reorganization, merger or consolidation of the Corporation with, or the acquisition of
the stock or assets of the Corporation by, another Person, or similar transaction (each, a “Business
Transaction”), unless, in each case, immediately following such Business Transaction (A) the Voting Stock of
the Corporation outstanding immediately prior to such Business Transaction continues to represent, directly or
indirectly, (either by remaining outstanding or by being converted into Voting Stock of the surviving entity or
any parent thereof), more than fifty percent (50%) of the combined voting power of the then outstanding
shares of Voting Stock or comparable equity interests of the entity resulting from such Business Transaction
(including, without limitation, an entity which as a result of such transaction owns the Corporation or all or
substantially all of the Corporation’s assets either directly or through one or more subsidiaries), (B) no Person
(other than the Corporation or SOFTBANK CORP. or any other entity that “controls,” is “controlled by” or is
“under common control with the Corporation or SOFTBANK CORP. within the meaning of Rule 405 of
Regulation C under the Securities Act, such entity resulting from such Business Transaction, or any employee
benefit plan (or related trust) sponsored or maintained by the Corporation or any Subsidiary or such entity
resulting from such Business Transaction) beneficially owns, directly or indirectly, thirty percent (30%) or
more of the combined voting power of the then outstanding shares of Voting Stock of the entity resulting from
such Business Transaction, and (C) at least a majority of the members of the board of directors of the entity
resulting from such Business Transaction were Incumbent Directors at the time of the execution of the initial
agreement or of the action of the Board providing for such Business Transaction; or
CIC Severance Plan
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