1.3 "EMPLOYMENT AGREEMENT" means, with respect to a Manager, that Manager's
Employment Agreement with Allen or the Company dated as of (i) August 28, 1998,
in the case of Jerald Kent or (ii) approximately the date hereof, in the case of
Barry Babcock and Howard Wood.
1.4 "FAMILY MEMBERS" means the Individual Family Members, a Spousal Trust, and
any other Qualified Subchapter S Trust established for the primary benefit of
one or more individual Family Members or other trust, the principal beneficiary
of which is a Family Member or the Stockholder.
1.5 "INDIVIDUAL FAMILY MEMBERS" means a Stockholder's spouse, issue and
1.6 "PERMITTED TRANSFER" means (a) a Transfer by a Stockholder to a Family
Member, or (b) a Transfer upon the death of a Stockholder to such Stockholder's
estate. Stock received by a Transferee in a Permitted Transfer may not be
subsequently transferred except by another Permitted Transfer.
1.7 "PERMITTED TRANSFEREE" means any person to whom a Stockholder or the Company
proposes to Transfer any interest in Shares or has made a Transfer of any
interest in Shares in a Permitted Transfer.
1.8 "PERSON" means an individual, corporation, partnership, trust,
unincorporated organization or a government, or any agency or political
1.9 "QUALIFIED SUBCHAPTER S TRUST" means any trust that is permitted to hold S
Company stock under the Internal Revenue Code.
1.10 "S COMPANY" has the meaning given in Section 1361 of the Internal Revenue
1.11 "SHARES" means shares of Common Stock held by or hereafter acquired by the
1.12 "SPOUSAL TRUST" means a Qualified Subchapter S Trust which meets all of the
following requirements: (a) the trust is irrevocable; (b) the income beneficiary
of the trust is a spouse of an Individual Family Member; (c) the trustees of the
trust who control the Shares as trustees are Individual Family Members; and (d)
upon the death of such spouse, the trust shall be distributed to or continue in
trust primarily for one or more Individual Family Members.
1.13 "STOCKHOLDER" means each of the parties to this Agreement (other than the
Company) and any other Person who becomes a party to or agrees to be bound by
the terms of this Agreement after the date hereof.
1.14 "TRANSFER" means (as a noun) means any sale, transfer, assignment, pledge,