Common use of Designated Peer Group Clause in Contracts

Designated Peer Group. Any member of the Designated Peer Group (see Exhibit 2) that undergoes a “change of control event”, or significant change in business direction, prior to the end of the Performance Period may be removed from the Designated Peer Group at the discretion of the Human Resources and Compensation Committee. A “change of control event” shall mean: (i) when a company completes the sale of assets having a gross sales price which exceeds 50% of the consolidated total capitalization of the company (consolidated total stockholders’ equity plus consolidated total long-term debt as determined in accordance with generally accepted accounting principles) as at the end of the last full fiscal quarter prior to the date such determination is made; or (ii) any corporation, person or group within the meaning of Section 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Act”), becomes the beneficial owner (within the meaning of Rule 13d-3 under the Act) of voting securities of the company representing more than 30% of the total votes eligible to be cast at any election of directors of the company.