Common use of Change in Control Defined Clause in Contracts

Change in Control Defined. A “Change in Control” shall mean: (i) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of Company’s Common Stock would be converted into the right to receive cash, securities or other property, other than a merger of the 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 immediately after the merger; (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company; (iii) the acquisition by any person (as such term is defined in Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), excluding, for this purpose, the Company) of any shares of Common Stock (or securities convertible into Common Stock), if after making such acquisition, such person is the beneficial owner (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of 40% or more of the outstanding Common Stock (calculated as provided in paragraph (d) of such Rule 13d-3 in the case of rights to acquire common stock); or (iv) the failure, for any reason, of the persons comprising the Board of Directors as of the date hereof (the “Incumbent Board”) to constitute at least a majority of the Board of Directors; provided, however, that any person whose election or nomination for election was approved by a majority of the persons then comprising the Incumbent Board (other than an election or nomination of a person whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors) shall be, for purposes of this Agreement, deemed to be a member of the Incumbent Board.

Change in Control Defined. A “Change in Control” shall mean: occur when: (iA) any consolidation Any individual, entity or merger group (within the meaning of the Company in which the Company is not the continuing Section 13(d)(3) or surviving corporation or pursuant to which shares of Company’s Common Stock would be converted into the right to receive cash, securities or other property, other than a merger of the 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 immediately after the merger; (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company; (iii) the acquisition by any person (as such term is defined in Section 13(d14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), excluding, for this purpose, the Company) of any shares of Common Stock (or securities convertible into Common Stock), if after making such acquisition, such person is a “Person”) becomes the beneficial owner (as such term is defined in within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, ) of 4050% or more of either (i) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock Stock”) or (calculated as provided in paragraph (dii) the combined voting power of such Rule 13d-3 the then-outstanding voting securities of the Company entitled to vote generally in the case election of rights to acquire common stockdirectors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this Section, the following acquisitions shall not constitute a Change of Control: (w) any acquisition directly from the Company, (x) any acquisition by the Company, (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company, or (ivz) the failureany acquisition pursuant to a transaction that complies with Sections VI(g)(4)(C)(i), for any reason(ii), and (iii); (B) Individuals who, as of the persons comprising date hereof, constitute the Board of Directors as of the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any person individual becoming a director subsequent to the date hereof whose election election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the persons directors then comprising the Incumbent Board (other than an election or nomination shall be considered as though such individual was a member of a person the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with occurs as a result of an actual or threatened election contest relating with respect to the election or removal of directorsdirectors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors; (C) shall There is consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors (or, for purposes a non-corporate entity, equivalent governing body) of this Agreement, deemed to be a member the entity resulting from such Business Combination were members of the Incumbent Board.Board at the time of the execution of the initial agreement or of the action of the Board of Directors providing for such Business Combination; or (D) The stockholders of the Company approve a complete liquidation or dissolution of the Company. Notwithstanding the foregoing, if it is determined that a payment hereunder is subject to the requirements of Section 409A, the Company will not be deemed to have undergone a Change of Control unless the Company is deemed to have undergone a “change in control event” pursuant to the definition of such term in Section 409A.

Change in Control Defined. A “No benefits shall be payable hereunder unless there shall have been a Change in Control of the Company, as set forth below. For purposes of this Agreement, a "Change in Control” shall mean: (i) any consolidation or merger of the Company shall be deemed to have occurred if: (a) Change in which the Company is not the continuing or surviving corporation or pursuant to which shares of Company’s Common Stock would be converted into the right to receive cash, securities or other property, other than a merger of the 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 immediately after the merger; (ii) Share Ownership—any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company; (iii) the acquisition by any person ("Person," as such term is defined used in Section Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”") (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any Company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), excluding, for this purpose, is or becomes the Company) of any shares of Common Stock (or securities convertible into Common Stock), if after making such acquisition, such person is the "beneficial owner owner" (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of 40securities of the Company representing 20% or more of either (i) the then outstanding Common Stock shares of common stock of the Company or (calculated as provided ii) the combined voting power of the Company's then outstanding voting securities; (b) Change in Board Membership—during any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraph (a), (c), (d) of such Rule 13d-3 in the case of rights to acquire common stock); or (ive) of this Section 2) whose election by the failure, Board or nomination for any reason, election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the persons comprising directors then still in office who either were directors at the Board of Directors as beginning of the date hereof (the “Incumbent Board”) to constitute at least a majority of the Board of Directors; provided, however, that any person period or whose election or nomination for election was approved by previously so approved, cease for any reason to constitute at least a majority of the persons then comprising the Incumbent Board (other than an election or nomination of a person whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of directors) shall be, for purposes of this Agreement, deemed to be a member of the Incumbent Board.thereof;

Change in Control Defined. A For purposes of this Agreement, a “Change in Control” shall mean: (i) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of Company’s Common Stock would be converted into the right to receive cash, securities or other property, other than a merger of the 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 immediately after the merger; shall mean: (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company; (iiii) the acquisition by any person individual, entity or group (as such term is defined in within the meaning of Section 13(d13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), excluding, for this purpose, the Company) (a “Person”) of any shares beneficial ownership (within the meaning of Common Stock (or securities convertible into Common Stock), if after making such acquisition, such person is the beneficial owner (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, ) of 4020% or more of either (x) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock Stock”) or (calculated as provided in paragraph (dy) the combined voting power of such Rule 13d-3 the then-outstanding voting securities of the Company entitled to vote generally in the case election of rights to acquire common stockdirectors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this definition, the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any company controlled by, controlling or under common control with the Company, or (iv) the failureany acquisition by any corporation pursuant to a transaction that complies with Sections (iii)(A), for any reason(iii)(B) and (iii)(C) of this definition; (ii) individuals who, of the persons comprising the Board of Directors as of the date hereof hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of DirectorsBoard; provided, however, that any person individual becoming a director subsequent to the date hereof whose election election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the persons directors then comprising the Incumbent Board (other than an election or nomination shall be considered as though such individual were a member of a person the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with occurs as a result of an actual or threatened election contest relating with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (iii) consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors) shall , as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or (iv) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. Notwithstanding anything to the contrary in this Agreement, (A) no Change in Control of the Company shall be deemed to have occurred for purposes of this AgreementAgreement as a result of any agreement, deemed to be a member transaction or Business Combination involving solely shareholders of the Incumbent BoardCompany who are descendants of E. T. Xxxxxxxx, founder of the Company or trusts for the benefit of such individuals or entities, the voting power of which is controlled by such Persons (the “Xxxxxxxx Shareholders”) so long as the Xxxxxxxx Shareholders continue to own more than 50% of the Outstanding Company Voting Securities following such transaction and (B) no transaction pursuant to clause (i) of this definition shall constitute a Change in Control of the Company so long as the Xxxxxxxx Shareholders own more than 50% of the Outstanding Company Voting Securities immediately following such transaction, unless and until the Xxxxxxxx Shareholders own 50% or less of the Outstanding Company Voting Securities while the Person making the acquisition under clause (i) of the definition continues to own 20% or more of the Outstanding Company Voting Securities or the Outstanding Company Common Stock.

Change in Control Defined. A For purposes of this Agreement, a “Change in Control” shall mean: (i) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of Company’s Common Stock would be converted into the right to receive cash, securities or other property, other than a merger of the 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 immediately after the merger; shall mean: (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company; (iiii) the acquisition by any person individual, entity or group (as such term is defined in within the meaning of Section 13(d13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), excluding, for this purpose, the Company) (a “Person”) of any shares beneficial ownership (within the meaning of Common Stock (or securities convertible into Common Stock), if after making such acquisition, such person is the beneficial owner (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, ) of 4035% or more of either (x) the then-outstanding shares of common stock of the Company (the “Outstanding, Company Common Stock Stock”) or (calculated as provided in paragraph (dy) the combined voting power of such Rule 13d-3 the Then-outstanding voting securities of the Company entitled to vote generally in the case election of rights to acquire common stockdirectors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this definition, the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any company controlled by, controlling or under common control with the Company or (iv) the failureany acquisition by any corporation pursuant to a transaction that complies with Sections (iii)(A), for any reason(iii)(B) and (iii)(C) of this definition; (ii) individuals who, of the persons comprising the Board of Directors as of the date hereof hereof, constitute The Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of DirectorsBoard; provided, however, that any person individual becoming a director subsequent to the date hereof, whose election election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the persons directors then comprising the Incumbent Board (other than an election or nomination shall be considered as though such individual were a member of a person the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with occurs as a result of an actual or threatened election contest relating with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (iii) consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors) shall , as the case may be, for purposes of this Agreementthe corporation resulting from such Business Combination (including, deemed without limitation, a corporation that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to be such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a member majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent BoardBoard at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or (iv) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.