Operation of Agreement. 1.01 Unless terminated earlier as provided herein, this Agreement shall terminate on the third anniversary of the Effective Date; provided, however, if a Change in Control of the Company occurs during the term of this Agreement (the “CiC Date”), the term of this Agreement automatically shall continue until the second anniversary of the CiC Date and then terminate, regardless of the length of the term remaining as of the CiC Date. Notwithstanding any provision of this Agreement to the contrary, termination of this Agreement shall not alter or impair any rights or benefits of the Executive (or his estate or beneficiaries) that have arisen under this Agreement on or prior to such termination, including any contingent rights under paragraph 1.03. 1.02 For the purpose of this Agreement, the term “Change in Control” of the Company means the occurrence of any one of the following on or after the Effective Date: (a) the consummation of any transaction (including without limitation, any merger, consolidation, tender offer, or exchange offer) the result of which is that any individual, entity, group or “person” (as such term is used in Sections 13(d)(3) and 14(d)(2), of the Securities Exchange Act of 1934 (the “Exchange Act”)), other than the Company, a subsidiary or an employee benefit plan of either, becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of stock and/or securities of the Company representing 25% or more of the combined voting power of the Company’s then outstanding voting securities, (b) a change in the composition of the Board of Directors of the Company, as a result of which fewer than a majority of the non-employee directors are Incumbent Directors. “Incumbent Directors” shall mean non-employee directors who either (A) are non-employee Directors as of the date the Plan is adopted, or (B) are elected, or nominated for election, thereafter to the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but “Incumbent Director” shall not include an individual whose election or nomination is in connection with (i) an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934) or an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors or (ii) a plan or agreement to replace a majority of the then Incumbent Directors,
Appears in 14 contracts
Samples: Executive Change in Control Severance Agreement (Frontier Oil Corp /New/), Executive Change in Control Severance Agreement (Frontier Oil Corp /New/), Executive Change in Control Severance Agreement (Frontier Oil Corp /New/)
Operation of Agreement. 1.01 Unless terminated earlier as provided hereinThis Agreement shall be effective and binding immediately upon its execution, but, anything in this Agreement to the contrary notwithstanding, this Agreement shall terminate on the third anniversary of the Effective Date; provided, however, if not be operative unless and until there has been a Change in Control while Employee is in the employ of the Company occurs during the term of this Agreement (the “CiC Date”), the term of this Agreement automatically shall continue until the second anniversary of the CiC Date and then terminate, regardless of the length of the term remaining as of the CiC DateCompany. Notwithstanding any provision of this Agreement to the contrary, termination of this Agreement shall not alter or impair any rights or benefits of the Executive (or his estate or beneficiaries) that have arisen under this Agreement on or prior to such termination, including any contingent rights under paragraph 1.03.
1.02 For the purpose purposes of this Agreement, the term “a Change in Control” of the Company means the occurrence of Control shall have occurred if at any one time any of the following on or after the Effective Dateevents occurs:
(a) a report is filed with the consummation of Securities and Exchange Commission (the “SEC”) on Schedule 13D or Schedule 14D-1 (or any transaction (including without limitationsuccessor schedule, any merger, consolidation, tender offerform, or exchange offer) the result of which is that any individual, entity, group or “person” (as such term is used in Sections 13(d)(3) and 14(d)(2report), of each as promulgated pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”), disclosing that any “person” (as the term “person” is used in Section 13(d) or Section 14(d)(2) of the Exchange Act), other than the CompanyXxxxxxx & Xxxxxx and any of their respective affiliates, is or has become a subsidiary or an employee benefit plan of either, becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of stock and/or securities of the Company representing 2550% or more of the combined voting power of the Company’s then outstanding voting securities,;
(b) the Company files a change report or proxy statement with the SEC pursuant to the Exchange Act disclosing in response to Item 5.01 of Form 8-K thereunder or Item 5(f) of Schedule 14A thereunder that a Change in Control of the Company has or may have occurred or will or may occur in the composition of the Board of Directors future pursuant to any then-existing contract or transaction, provided that a Form 8-K filed in connection with consummation of the Company’s plan of reorganization with respect to the Company’s petition for reorganization under chapter 11 of the Bankruptcy Code filed on February 23, 2004 shall not be a Change in Control for purposes of this Agreement;
(c) the Company is merged or consolidated with another corporation and, as a result of which fewer thereof, securities representing less than a majority 50% of the noncombined voting power of the surviving or resulting corporation’s securities (or of the securities of a parent corporation in case of a merger in which the surviving or resulting corporation becomes a wholly-employee directors are Incumbent Directors. “Incumbent Directors” shall mean non-employee directors who either (Aowned subsidiary of the parent corporation) are non-employee Directors as owned in the aggregate by holders of the date Company’s securities immediately prior to such merger or consolidation;
(d) all or substantially all of the Plan is adoptedassets of the Company are sold in a single transaction or a series of related transactions to a single purchaser or a group of affiliated purchasers; or
(e) during any period of 24 consecutive months, or (B) are elected, or nominated for election, thereafter individuals who were Directors of the Company at the beginning of such period cease to the Board of Directors with the affirmative votes of constitute at least a majority of the Incumbent Directors at the time of such election or nomination, but “Incumbent Director” shall not include an individual whose election or nomination is in connection with (i) an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934) or an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Company’s Board of Directors (the “Board”) unless the election or (ii) a plan appointment, or agreement to replace a majority nomination for election by the Company’s shareholders, of more than one half of any new Directors of the Company was approved by a vote of at least two-thirds of the Directors of the Company then Incumbent Directors,still in office who were Directors of the Company at the beginning of such 24 month period. The first date on which a Change in Control occurs is referred to herein as the “Change in Control Date.” Upon the occurrence of a Change in Control while Employee is in the employ of the Subsidiary, this Agreement shall become immediately operative subject, however, to the provisions of Paragraph 2, below.
Appears in 5 contracts
Samples: Change in Control and Employment Agreement (Oglebay Norton Co /Ohio/), Change in Control and Employment Agreement (Oglebay Norton Co /Ohio/), Change in Control and Employment Agreement (Oglebay Norton Co /Ohio/)
Operation of Agreement. 1.01 The Prior Agreement is hereby terminated and this Agreement replaces the Prior Agreement in full all as of the Effective Date. Unless terminated earlier as provided herein, this Agreement shall terminate on the third anniversary of the Effective Date; provided, however, if a Change in Control (as defined below) of the Company occurs during the term of this Agreement (the “CiC Date”)Agreement, the term of this Agreement automatically shall continue until terminate on the second anniversary of the effective date of the Change in Control (the “CiC Date and then terminateDate”), regardless of the length of the term remaining as of the CiC Date. Notwithstanding any provision of this Agreement to the contrary, termination of this Agreement shall not alter or impair any rights or benefits of the Executive (or his estate or beneficiaries) that have arisen under this Agreement on or prior to such termination, including any contingent rights under paragraph 1.03.
1.02 For the purpose of this Agreement, the term “Change in Control” of the Company means the occurrence of any one of the following on or after the Effective Date:
(a) the consummation of any transaction (including without limitation, any merger, consolidation, tender offer, or exchange offer) the result of which is that any individual, entity, group or “person” (as such term is used in Sections 13(d)(3) and 14(d)(2), of the Securities Exchange Act of 1934 (the “Exchange Act”)), other than the Company, a subsidiary or an employee benefit plan of either, becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of stock and/or securities of the Company representing 25% or more of the combined voting power of the Company’s then outstanding voting securities,
(b) a change in the composition of the Board of Directors of the Company, as a result of which fewer than a majority of the non-employee directors are Incumbent Directors. “Incumbent Directors” shall mean non-employee directors who either (A) are non-employee Directors as of the date the Plan is adopted, or (B) are elected, or nominated for election, thereafter to the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but “Incumbent Director” shall not include an individual whose election or nomination is in connection with (i) an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934) or an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors or (ii) a plan or agreement to replace a majority of the then Incumbent Directors,
Appears in 4 contracts
Samples: Severance Agreement (Frontier Oil Corp /New/), Severance Agreement (Frontier Oil Corp /New/), Severance Agreement (Frontier Oil Corp /New/)
Operation of Agreement. 1.01 This Agreement is effective as of the Effective Date. Unless terminated earlier as provided herein, this Agreement shall terminate on the third anniversary of the Effective Date; provided, however, if a Change in Control (as defined below) of the Company occurs during the term of this Agreement (the “CiC Date”)Agreement, the term of this Agreement automatically shall continue until terminate on the second eighteen month anniversary of the effective date of the Change in Control (the “CiC Date and then terminateDate”), regardless of the length of the term remaining as of the CiC Date. Notwithstanding any provision of this Agreement to the contrary, termination of this Agreement shall not alter or impair any rights or benefits of the Executive (or his estate or beneficiaries) that have arisen under this Agreement on or prior to such termination, including any contingent rights under paragraph 1.03.
1.02 For the purpose of this Agreement, the term “Change in Control” of the Company means the occurrence of any one of the following on or after the Effective Date:
(a) the consummation of any transaction (including without limitation, any merger, consolidation, tender offer, or exchange offer) the result of which is that any individual, entity, group or “person” (as such term is used in Sections 13(d)(3) and 14(d)(2), of the Securities Exchange Act of 1934 (the “Exchange Act”)), other than the Company, a subsidiary or an employee benefit plan of either, becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of stock and/or securities of the Company representing 25% or more of the combined voting power of the Company’s then outstanding voting securities,
(b) a change in the composition of the Board of Directors of the Company, as a result of which fewer than a majority of the non-employee directors are Incumbent Directors. “Incumbent Directors” shall mean non-employee directors who either (A) are non-employee Directors as of the date the Plan is adopted, or (B) are elected, or nominated for election, thereafter to the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but “Incumbent Director” shall not include an individual whose election or nomination is in connection with (i) an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934) or an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors or (ii) a plan or agreement to replace a majority of the then Incumbent Directors,
Appears in 4 contracts
Samples: Severance Agreement (Frontier Oil Corp /New/), Severance Agreement (Frontier Oil Corp /New/), Severance Agreement (Frontier Oil Corp /New/)
Operation of Agreement. 1.01 Unless terminated earlier as provided herein, this Agreement shall terminate on the third anniversary of the Effective Date; provided, however, if a Change in Control of the Company occurs during the term of this Agreement (the “CiC Date”), the term of this Agreement automatically shall continue until the second 60th day after the first anniversary of the CiC Date and then terminate, regardless of the length of the term remaining as of the CiC Date, unless prior to the termination of this Agreement, the Executive, in his sole discretion, gives written notice to the Board of Directors of the Company that the term of this Agreement shall continue until the third anniversary of the CiC Date. Notwithstanding any provision of this Agreement to the contrary, termination of this Agreement shall not alter or impair any rights or benefits of the Executive (or his estate or beneficiaries) that have arisen under this Agreement on or prior to such termination, including any contingent rights under paragraph 1.03.
1.02 For the purpose of this Agreement, the term “Change in Control” of the Company means the occurrence of any one of the following on or after the Effective Date:
(a) the consummation of any transaction (including without limitation, any merger, consolidation, tender offer, or exchange offer) the result of which is that any individual, entity, group or “person” (as such term is used in Sections 13(d)(3) and 14(d)(2), of the Securities Exchange Act of 1934 (the “Exchange Act”)), other than the Company, a subsidiary or an employee benefit plan of either, becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of stock and/or securities of the Company representing 25% or more of the combined voting power of the Company’s then outstanding voting securities,
(b) a change in the composition of the Board of Directors of the Company, as a result of which fewer than a majority of the non-employee directors are Incumbent Directors. “Incumbent Directors” shall mean non-employee directors who either (A) are non-employee Directors as of the date the Plan is adopted, or (B) are elected, or nominated for election, thereafter to the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but “Incumbent Director” shall not include an individual whose election or nomination is in connection with (i) an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934) or an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors or (ii) a plan or agreement to replace a majority of the then Incumbent Directors,
Appears in 4 contracts
Samples: Executive Change in Control Severance Agreement (Frontier Oil Corp /New/), Executive Change in Control Severance Agreement (Frontier Oil Corp /New/), Executive Change in Control Severance Agreement (Frontier Oil Corp /New/)
Operation of Agreement. 1.01 Unless terminated earlier as provided herein, (a) Sections 1 and 8 through 21 of this Agreement shall terminate on the third anniversary be effective and binding as of the Effective Date; provided, howeverbut, if a Change anything in Control of the Company occurs during the term of this Agreement (the “CiC Date”), the term of this Agreement automatically shall continue until the second anniversary of the CiC Date and then terminate, regardless of the length of the term remaining as of the CiC Date. Notwithstanding any provision of this Agreement to the contrarycontrary notwithstanding, termination Sections 2, 3, 4, 5, 6 and 7 of this Agreement shall not alter or impair any rights or benefits of the Executive (or his estate or beneficiaries) that be effective and binding unless and until there shall have arisen under this Agreement on or prior to such termination, including any contingent rights under paragraph 1.03.
1.02 occurred a Change in Control. For the purpose purposes of this Agreement, the term a “Change in Control” of will be deemed to have occurred if at any time during the Company means the occurrence of Term (as hereinafter defined) any one of the following on or after the Effective Dateevents shall occur:
(ai) the consummation The Company is merged, consolidated, converted or reorganized into or with another corporation or other legal entity, and as a result of any transaction (including without limitation, any such merger, consolidation, tender offerconversion or reorganization less than a majority of the combined voting power of the then outstanding securities of the Company or such corporation or other legal entity immediately after such transaction are held in the aggregate by the holders of Voting Stock (as hereinafter defined) of the Company immediately prior to such transaction and/or such voting power is not held by substantially all of such holders in substantially the same proportions relative to each other;
(ii) The Company sells (directly or indirectly) all or substantially all of its assets (including, without limitation, by means of the sale of the capital stock or exchange offerassets of one or more direct or indirect subsidiaries of the Company) the result to any other corporation or other legal entity, of which less than a majority of the combined voting power of the then outstanding voting securities (entitled to vote generally in the election of directors or persons performing similar functions on behalf of such other corporation or legal entity) of such other corporation or legal entity is that any individual, entity, group or held in the aggregate by the holders of Voting Stock of the Company immediately prior to such sale and/or such voting power is not held by substantially all of such holders in substantially the same proportions relative to each other;
(iii) Any person (as the term “person” (as such term is used in Sections Section 13(d)(3) and or Section 14(d)(2), ) of the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”)), other than ) becomes (subsequent to the Company, a subsidiary or an employee benefit plan of either, becomes Effective Date) the beneficial owner (as the term “beneficial owner” (as such term is defined in under Rule 13d-3 and Rule 13d-5 or any successor rule or regulation promulgated under the Exchange Act), directly or indirectly, ) of stock and/or securities of the Company representing 25% fifty percent (50%) or more of the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors of the Company (“Voting Stock”);
(iv) The Company files a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Form 8-K, Schedule 14A or Schedule 14C (or any successor schedule, form or report or item therein) that a change in control of the Company has occurred;
(v) If during any one (1)-year period, individuals who at the beginning of any such period constitute the directors of the Company cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company’s shareholders, of each director of the Company first elected during such period was approved by a vote of at least two-thirds of (i) the directors of the Company then outstanding still in office who were directors of the Company at the beginning of any such period or (ii) directors referenced in clause (i) immediately preceding plus directors of the Company whose nomination and/or election was approved by the directors referenced in clause (i) immediately preceding; or
(vi) The shareholders of the Company approve a plan contemplating the liquidation or dissolution of the Company. Notwithstanding the foregoing provisions of Subsection 1(a)(iii) or 1(a)(iv) hereof, a “Change in Control” shall not be deemed to have occurred for purposes of this Agreement solely because (i) the Company, (ii) a corporation or other legal entity in which the Company directly or indirectly beneficially owns 100% of the voting securities,securities of such entity, or (iii) any employee stock ownership plan or any other employee benefit plan of the Company or any wholly-owned subsidiary of the Company, either files or becomes obligated to file a report or a proxy statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K, Schedule 14A or Schedule 14C (or any successor schedule, form or report or item therein) under the Exchange Act, disclosing beneficial ownership by it of shares of Voting Stock, or because the Company reports that a change in control of the Company has occurred by reason of such beneficial ownership.
(b) Upon occurrence of a change Change in Control at any time during the composition Term, Sections 2, 3, 4, 5, 6 and 7 of this Agreement shall become immediately binding and effective.
(c) The period during which this Agreement shall be in effect (the Board of Directors of the Company, as a result of which fewer than a majority of the non-employee directors are Incumbent Directors. “Incumbent Directors” Term”) shall mean non-employee directors who either (A) are non-employee Directors commence as of the date the Plan is adopted, or (B) are elected, or nominated for election, thereafter to the Board of Directors with the affirmative votes of at least a majority hereof and shall expire as of the Incumbent Directors at the time later of such election or nomination, but “Incumbent Director” shall not include an individual whose election or nomination is in connection with (i) an actual or threatened election contest (as such terms are used in Rule 14a-11 the close of Regulation 14A promulgated under business on the Securities Exchange Act third anniversary of 1934) or an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors date hereof, or (ii) a plan or agreement to replace a majority the expiration of the then Incumbent Directors,Period of Employment (as hereinafter defined); provided, however, that (A) subject to Section 9 hereof, if, prior to a Change in Control, the Executive ceases for any reason to be an employee of the Company (or a parent or subsidiary thereof), thereupon the Term shall be deemed to have expired and this Agreement shall immediately terminate and be of no further effect and (B) commencing on the first anniversary of the date hereof and each anniversary thereafter, the Term of this Agreement shall automatically be extended for an additional year.
Appears in 3 contracts
Samples: Change in Control Agreement (Consolidated Graphics Inc /Tx/), Change in Control Agreement (Consolidated Graphics Inc /Tx/), Change in Control Agreement (Consolidated Graphics Inc /Tx/)
Operation of Agreement. 1.01 Unless terminated earlier as provided hereinThis Agreement shall be effective and binding immediately upon its execution, but, anything in this Agreement to the contrary notwithstanding, this Agreement shall terminate on the third anniversary of the Effective Date; provided, however, if not be operative unless and until there has been a Change in Control while Employee is in the employ of the Company occurs during the term of this Agreement (the “CiC Date”), the term of this Agreement automatically shall continue until the second anniversary of the CiC Date and then terminate, regardless of the length of the term remaining as of the CiC DateCompany. Notwithstanding any provision of this Agreement to the contrary, termination of this Agreement shall not alter or impair any rights or benefits of the Executive (or his estate or beneficiaries) that have arisen under this Agreement on or prior to such termination, including any contingent rights under paragraph 1.03.
1.02 For the purpose purposes of this Agreement, the term “a Change in Control” of the Company means the occurrence of Control shall have occurred if at any one time any of the following on or after the Effective Dateevents occurs:
(a) a report is filed with the consummation of Securities and Exchange Commission (the “SEC”) on Schedule 13D or Schedule 14D-1 (or any transaction (including without limitationsuccessor schedule, any merger, consolidation, tender offerform, or exchange offer) the result of which is that any individual, entity, group or “person” (as such term is used in Sections 13(d)(3) and 14(d)(2report), of each as promulgated pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”)), other than the Company, a subsidiary or an employee benefit plan of either, becomes the disclosing that any “beneficial ownerperson” (as such the term “person” is defined used in Rule 13d-3 and Rule 13d-5 under Section 13(d) or Section 14(d)(2) of the Exchange Act)) is or has become a beneficial owner, directly or indirectly, of stock and/or securities of the Company representing 25% or more of the combined voting power of the Company’s then outstanding voting securities,;
(b) the Company files a change report or proxy statement with the SEC pursuant to the Exchange Act disclosing in response to Item 1 of Form 8-K thereunder or Item 5(f) of Schedule 14A thereunder that a Change in Control of the Company has or may have occurred or will or may occur in the composition of future pursuant to any then-existing contract or transaction;
(c) the Board of Directors of the CompanyCompany is merged or consolidated with another corporation and, as a result of which fewer thereof, securities representing less than a majority 50% of the noncombined voting power of the surviving or resulting corporation’s securities (or of the securities of a parent corporation in case of a merger in which the surviving or resulting corporation becomes a wholly-employee directors are Incumbent Directors. “Incumbent Directors” shall mean non-employee directors who either (Aowned subsidiary of the parent corporation) are non-employee Directors as owned in the aggregate by holders of the date Company’s securities immediately prior to such merger or consolidation;
(d) all or substantially all of the Plan is adoptedassets of the Company are sold in a single transaction or a series of related transactions to a single purchaser or a group of affiliated purchasers; or
(e) during any period of 24 consecutive months, or (B) are elected, or nominated for election, thereafter individuals who were Directors of the Company at the beginning of such period cease to the Board of Directors with the affirmative votes of constitute at least a majority of the Incumbent Directors at the time of such election or nomination, but “Incumbent Director” shall not include an individual whose election or nomination is in connection with (i) an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934) or an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Company’s Board of Directors (the “Board”) unless the election, or (ii) a plan or agreement to replace a majority nomination for election by the Company’s shareholders, of more than one half of any new Directors of the Company was approved by a vote of at least two-thirds of the Directors of the Company then Incumbent Directors,still in office who were Directors of the Company at the beginning of such 24 month period. The first date on which a Change in Control occurs is referred to herein as the “Change in Control Date.” Upon the occurrence of a Change in Control while Employee is in the employ of the Company, this Agreement shall become immediately operative subject, however, to the provisions of Section 2, below.
Appears in 2 contracts
Samples: Employment Agreement (Nordson Corp), Employment Agreement (Nordson Corp)
Operation of Agreement. 1.01 The Prior Agreement is hereby terminated and this Agreement replaces the Prior Agreement in full all as of the Effective Date. Unless terminated earlier as provided herein, this Agreement shall terminate on the third anniversary of the Effective Date; provided, however, if a Change in Control (as defined below) of the Company occurs during the term of this Agreement (the “CiC Date”)Agreement, the term of this Agreement automatically shall continue until terminate on the second anniversary 180th day after the effective date of the Change in Control (the “CiC Date and then terminateDate”), regardless of the length of the term remaining as of the CiC Date, unless prior to such termination of this Agreement, the Executive, in his sole discretion, gives written notice to the Board of Directors of the Company that the term of this Agreement shall continue until the third anniversary of the CiC Date. Notwithstanding any provision of this Agreement to the contrary, termination of this Agreement shall not alter or impair any rights or benefits of the Executive (or his estate or beneficiaries) that have arisen under this Agreement on or prior to such termination, including any contingent rights under paragraph 1.03.
1.02 For the purpose of this Agreement, the term “Change in Control” of the Company means the occurrence of any one of the following on or after the Effective Date:
(a) the consummation and public notice of any transaction (including without limitation, any merger, consolidation, tender offer, or exchange offer) the result of which is that any individual, entity, group or “person” (as such term is used in Sections 13(d)(3) and 14(d)(2), of the Securities Exchange Act of 1934 (the “Exchange Act”)), other than the Company, a subsidiary or an employee benefit plan of either, becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of stock and/or securities of the Company representing 25% or more of the combined voting power of the Company’s then outstanding voting securities,
(b) a change in the composition of the Board of Directors of the Company, as a result of which fewer than a majority of the non-employee directors are Incumbent Directors. “Incumbent Directors” shall mean non-employee directors who either (A) are non-employee Directors as of the date the Plan is adopted, or (B) are elected, or nominated for election, thereafter to the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but “Incumbent Director” shall not include an individual whose election or nomination is in connection with (i) an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934) or an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors or (ii) a plan or agreement to replace a majority of the then Incumbent Directors,
Appears in 2 contracts
Samples: Severance Agreement (Frontier Oil Corp /New/), Severance Agreement (Frontier Oil Corp /New/)
Operation of Agreement. 1.01 Unless terminated earlier as provided herein(a) This Agreement shall be effective and binding immediately upon its execution, but, anything in this Agreement to the contrary notwithstanding, this Agreement shall terminate on the third anniversary of the Effective Date; provided, however, if not become operative unless and until there shall have occurred a Change in Control of the Company occurs during the term of this Agreement (the “CiC Date”), the term of this Agreement automatically shall continue until the second anniversary of the CiC Date and then terminate, regardless of the length of the term remaining as of the CiC DateControl. Notwithstanding any provision of this Agreement to the contrary, termination of this Agreement shall not alter or impair any rights or benefits of the Executive (or his estate or beneficiaries) that have arisen under this Agreement on or prior to such termination, including any contingent rights under paragraph 1.03.
1.02 For the purpose purposes of this Agreement, the term “a "Change in Control” of " shall have occurred if at any time during the Company means the occurrence of Term (as that term is hereafter defined) any one of the following on or after the Effective Dateevents shall occur:
(ai) the consummation of any transaction (including without limitation, any merger, consolidation, tender offer, or exchange offer) the result of which is that The acquisition by any individual, entity, entity or group or “person” (as such term is used in Sections within the meaning of Section 13(d)(3) and or 14(d)(2), ) of the Securities and Exchange Act of 1934 1934, as amended (the “"Exchange Act”)), other than ") (a "Person") of beneficial ownership (within the Company, a subsidiary or an employee benefit plan meaning of either, becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 promulgated under the Exchange Act), directly or indirectly, ) of stock and/or securities of the Company representing 2515% or more of either: (A) the then-outstanding shares of common stock of the Company (the "Company Common Stock") or (B) the combined voting power of the Company’s then then-outstanding voting securities,securities of the Company entitled to vote generally in the election of directors ("Voting Stock"); PROVIDED, HOWEVER, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary of the Company, or (4) any acquisition by any Person pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this Section 1(a); or
(bii) Individuals who, as of the date hereof, constitute the Board of Directors of the Company, (the "Incumbent Board") cease for any reason (other than death or disability) to constitute at least a change in the composition majority of the Board of Directors of the Company; PROVIDED, as HOWEVER, that any individual becoming a result of which fewer than a majority of the non-employee directors are Incumbent Directors. “Incumbent Directors” shall mean non-employee directors who either (A) are non-employee Directors as of director subsequent to the date the Plan is adoptedhereof whose election, or (B) are electednomination for election by the Company's shareholders, or nominated for election, thereafter to the Board of Directors with the affirmative votes was approved by a vote of at least a majority of the directors then comprising the Incumbent Directors at Board (either by a specific vote or by approval of the time proxy statement of the Company in which such election or person is named as a nominee for director, without objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but “Incumbent Director” shall not include an excluding for this purpose, any such individual whose election or nomination is in connection with (i) initial assumption of office occurs as a result of an actual or threatened election contest (as such terms are used in within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act Act) with respect to the election or removal of 1934) directors or an other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors or (ii) a plan or agreement to replace a majority of the then Incumbent Directors,Company; or
(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a "Business Combination"), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Company Common Stock and Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, 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, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company's assets either directly or through
Appears in 2 contracts
Samples: Executive Change in Control Agreement (Lamson & Sessions Co), Executive Change in Control Agreement (Lamson & Sessions Co)
Operation of Agreement. 1.01 Unless terminated earlier as provided herein, (a) Sections 1 and 8 through 21 of this Agreement shall terminate on the third anniversary be effective and binding as of the Effective Date; provided, howeverbut, if a Change anything in Control of the Company occurs during the term of this Agreement (the “CiC Date”), the term of this Agreement automatically shall continue until the second anniversary of the CiC Date and then terminate, regardless of the length of the term remaining as of the CiC Date. Notwithstanding any provision of this Agreement to the contrarycontrary notwithstanding, termination Sections 2, 3, 4, 5, 6 and 7 of this Agreement shall not alter or impair any rights or benefits of the Executive (or his estate or beneficiaries) that be effective and binding unless and until there shall have arisen under this Agreement on or prior to such termination, including any contingent rights under paragraph 1.03.
1.02 occurred a Change in Control. For the purpose purposes of this Agreement, the term “a "Change in Control” of " will be deemed to have occurred if at any time during the Company means the occurrence of Term (as hereinafter defined) any one of the following on or after the Effective Dateevents shall occur:
(ai) the consummation The Company is merged, consolidated, converted or reorganized into or with another corporation or other legal entity, and as a result of any transaction (including without limitation, any such merger, consolidation, tender offerconversion or reorganization less than a majority of the combined voting power of the then outstanding securities of the Company or such corporation or other legal entity immediately after such transaction are held in the aggregate by the holders of Voting Stock (as hereinafter defined) of the Company immediately prior to such transaction and/or such voting power is not held by substantially all of such holders in substantially the same proportions relative to each other;
(ii) The Company sells (directly or indirectly) all or substantially all of its assets (including, without limitation, by means of the sale of the capital stock or exchange offerassets of one or more direct or indirect subsidiaries of the Company) the result to any other corporation or other legal entity, of which less than a majority of the combined voting power of the then outstanding voting securities (entitled to vote generally in the election of directors or persons performing similar functions on behalf of such other corporation or legal entity) of such other corporation or legal entity is that any individual, entity, group or “person” held in the aggregate by the holders of Voting Stock of the Company immediately prior to such sale and/or such voting power is not held by substantially all of such holders in substantially the same proportions relative to each other;
(iii) Any person (as such the term "person" is used in Sections Section 13(d)(3) and or Section 14(d)(2), ) of the Securities Exchange Act of 1934 1934, as amended (the “"Exchange Act”")), other than ) becomes (subsequent to the Company, a subsidiary or an employee benefit plan of either, becomes Effective Date) the “beneficial owner (as the term "beneficial owner” (as such term " is defined in under Rule 13d-3 and Rule 13d-5 or any successor rule or regulation promulgated under the Exchange Act), directly or indirectly, ) of stock and/or securities of the Company representing 25% fifty percent (50%) or more of the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors of the Company ("Voting Stock");
(iv) The Company files a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Form 8-K, Schedule 14A or Schedule 14C (or any successor schedule, form or report or item therein) that a change in control of the Company has occurred;
(v) If during any one (1)-year period, individuals who at the beginning of any such period constitute the directors of the Company cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company’s 's shareholders, of each director of the Company first elected during such period was approved by a vote of at least two-thirds of (i) the directors of the Company then outstanding still in office who were directors of the Company at the beginning of any such period or (ii) directors of the Company whose nomination and/or election was approved by the directors referenced in clause (i) immediately preceding; or
(vi) The shareholders of the Company approve a plan contemplating the liquidation or dissolution of the Company. Notwithstanding the foregoing provisions of Subsection 1(a)(iii) or 1(a)(iv) hereof, a "Change in Control" shall not be deemed to have occurred for purposes of this Agreement solely because (i) the Company, (ii) a corporation or other legal entity in which the Company directly or indirectly beneficially owns 100% of the voting securities,securities of such entity, or (iii) any employee stock ownership plan or any other employee benefit plan of the Company or any wholly-owned subsidiary of the Company, either files or becomes obligated to file a report or a proxy statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K, Schedule 14A or Schedule 14C (or any successor schedule, form or report or item therein) under the Exchange Act, disclosing beneficial ownership by it of shares of Voting Stock, or because the Company reports that a change in control of the Company has occurred by reason of such beneficial ownership.
(b) Upon occurrence of a change Change in Control at any time during the composition Term, Sections 2, 3, 4, 5, 6 and 7 of this Agreement shall become immediately binding and effective.
(c) The period during which this Agreement shall be in effect (the Board of Directors of the Company, as a result of which fewer than a majority of the non-employee directors are Incumbent Directors. “Incumbent Directors” "Term") shall mean non-employee directors who either (A) are non-employee Directors commence as of the date the Plan is adopted, or (B) are elected, or nominated for election, thereafter to the Board of Directors with the affirmative votes of at least a majority hereof and shall expire as of the Incumbent Directors at the time later of such election or nomination, but “Incumbent Director” shall not include an individual whose election or nomination is in connection with (i) an actual or threatened election contest (as such terms are used in Rule 14a-11 the close of Regulation 14A promulgated under business on the Securities Exchange Act third anniversary of 1934) or an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors date hereof, or (ii) a plan or agreement to replace a majority the expiration of the then Incumbent Directors,Period of Employment (as hereinafter defined); provided, however, that (A) subject to Section 9 hereof, if, prior to a Change in Control, the Executive ceases for any reason to be an employee of the Company (or a parent or subsidiary thereof), thereupon the Term shall be deemed to have expired and this Agreement shall immediately terminate and be of no further effect and (B) commencing on the first anniversary of the date hereof and each anniversary thereafter, the Term of this Agreement shall automatically be extended for an additional year.
Appears in 2 contracts
Samples: Change in Control Agreement (Consolidated Graphics Inc /Tx/), Change in Control Agreement (Consolidated Graphics Inc /Tx/)
Operation of Agreement. 1.01 This Agreement is effective as of the Effective Date. Unless terminated earlier as provided herein, this Agreement shall terminate on the third anniversary of the Effective Date; provided, however, if a Change in Control (as defined below) of the Company occurs during the term of this Agreement (the “CiC Date”)Agreement, the term of this Agreement automatically shall continue until terminate on the second anniversary 180th day after the effective date of the Change in Control (the “CiC Date and then terminateDate”), regardless of the length of the term remaining as of the CiC Date, unless prior to such termination of this Agreement, the Executive, in his sole discretion, gives written notice to the Board of Directors of the Company that the term of this Agreement shall continue until the third anniversary of the CiC Date. Notwithstanding any provision of this Agreement to the contrary, termination of this Agreement shall not alter or impair any rights or benefits of the Executive (or his estate or beneficiaries) that have arisen under this Agreement on or prior to such termination, including any contingent rights under paragraph 1.03.
1.02 For the purpose of this Agreement, the term “Change in Control” of the Company means the occurrence of any one of the following on or after the Effective Date:
(a) the consummation and public notice of any transaction (including without limitation, any merger, consolidation, tender offer, or exchange offer) the result of which is that any individual, entity, group or “person” (as such term is used in Sections 13(d)(3) and 14(d)(2), of the Securities Exchange Act of 1934 (the “Exchange Act”)), other than the Company, a subsidiary or an employee benefit plan of either, becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of stock and/or securities of the Company representing 25% or more of the combined voting power of the Company’s then outstanding voting securities,
(b) a change in the composition of the Board of Directors of the Company, as a result of which fewer than a majority of the non-employee directors are Incumbent Directors. “Incumbent Directors” shall mean non-employee directors who either (A) are non-employee Directors as of the date the Plan is adopted, or (B) are elected, or nominated for election, thereafter to the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but “Incumbent Director” shall not include an individual whose election or nomination is in connection with (i) an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934) or an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors or (ii) a plan or agreement to replace a majority of the then Incumbent Directors,
Appears in 2 contracts
Samples: Executive Change in Control Severance Agreement (Frontier Oil Corp /New/), Severance Agreement (Frontier Oil Corp /New/)
Operation of Agreement. 1.01 This Agreement is effective as of the Effective Date. Unless terminated earlier as provided herein, this Agreement shall terminate on the third anniversary of the Effective Date; provided, however, if a Change in Control (as defined below) of the Company occurs during the term of this Agreement (the “CiC Date”)Agreement, the term of this Agreement automatically shall continue until terminate on the second 18 month anniversary of the effective date of the Change in Control (the “CiC Date and then terminateDate”), regardless of the length of the term remaining as of the CiC Date. Notwithstanding any provision of this Agreement to the contrary, termination of this Agreement shall not alter or impair any rights or benefits of the Executive (or his estate or beneficiaries) that have arisen under this Agreement on or prior to such termination, including any contingent rights under paragraph 1.03.
1.02 For the purpose of this Agreement, the term “Change in Control” of the Company means the occurrence of any one of the following on or after the Effective Date:
(a) the consummation of any transaction (including without limitation, any merger, consolidation, tender offer, or exchange offer) the result of which is that any individual, entity, group or “person” (as such term is used in Sections 13(d)(3) and 14(d)(2), of the Securities Exchange Act of 1934 (the “Exchange Act”)), other than the Company, a subsidiary or an employee benefit plan of either, becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of stock and/or securities of the Company representing 25% or more of the combined voting power of the Company’s then outstanding voting securities,
(b) a change in the composition of the Board of Directors of the Company, as a result of which fewer than a majority of the non-employee directors are Incumbent Directors. “Incumbent Directors” shall mean non-employee directors who either (A) are non-employee Directors as of the date the Plan is adopted, or (B) are elected, or nominated for election, thereafter to the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but “Incumbent Director” shall not include an individual whose election or nomination is in connection with (i) an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934) or an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors or (ii) a plan or agreement to replace a majority of the then Incumbent Directors,
Appears in 1 contract
Operation of Agreement. 1.01 Unless terminated earlier as provided herein(a) This Agreement shall be effective and binding immediately upon its execution, but, anything in this Agreement to the contrary notwithstanding, this Agreement shall terminate on the third anniversary of the Effective Date; provided, however, if not become operative unless and until there shall have occurred a Change in Control of the Company occurs during the term of this Agreement (the “CiC Date”), the term of this Agreement automatically shall continue until the second anniversary of the CiC Date and then terminate, regardless of the length of the term remaining as of the CiC DateControl. Notwithstanding any provision of this Agreement to the contrary, termination of this Agreement shall not alter or impair any rights or benefits of the Executive (or his estate or beneficiaries) that have arisen under this Agreement on or prior to such termination, including any contingent rights under paragraph 1.03.
1.02 For the purpose purposes of this Agreement, the term a “Change in Control” shall have occurred if at any time during the Term (as that term is hereafter defined) any of the following events shall occur:
(i) The Company is merged or consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization less than a majority of the combined voting power of the then-outstanding securities of such corporation or person immediately after such transaction is held in the aggregate by the holders of Voting Stock (as that term is hereafter defined) of the Company means the occurrence immediately prior to such transaction;
(ii) The Company sells or otherwise transfers all or substantially all of its assets to any one other corporation or other legal person, and as a result of such sale or transfer less than a majority of the following on combined voting power of the then-outstanding securities of such corporation or person immediately after such sale or transfer is held in the Effective Date:aggregate by the holders of Voting Stock of the Company immediately prior to such sale or transfer;
(aiii) the consummation of There is a report filed on Schedule 13D or Schedule 14D-1 (or any transaction (including without limitationsuccessor schedule, any merger, consolidation, tender offer, form or exchange offer) the result of which is that any individual, entity, group or “person” (as such term is used in Sections 13(d)(3) and 14(d)(2report), of each as promulgated pursuant to the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”)), other than disclosing that any person (as the Company, a subsidiary term “person” is used in Section 13(d)(3) or an employee benefit plan Section 14(d)(2) of either, becomes the Exchange Act) has become the beneficial owner (as the term “beneficial owner” (as such term is defined in under Rule 13d-3 and Rule 13d-5 or any successor rule or regulation promulgated under the Exchange Act), directly or indirectly, ) of stock and/or securities of the Company representing 2520% or more of the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors of the Company (“Voting Stock”);
(iv) The Company files a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule 14A (or any successor schedule, form or report or item therein) that a change in control of the Company has or may have occurred or will or may occur in the future pursuant to any then-existing contract or transaction; or
(v) If during any period of two consecutive years, individuals who at the beginning of any such period constitute the Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company’s stockholders, of each Director of the Company first elected during such period was approved by a vote of at least two-thirds of the Directors of the Company then outstanding voting securities,still in office who were Directors of the Company at the beginning of any such period. Notwithstanding the foregoing provisions of Section 1(a)(iii) or 1(a)(iv) hereof, a “Change in Control” shall not be deemed to have occurred for purposes of this Agreement either (i) solely because (A) the Company, (B) a Subsidiary of the Company, or (C) any Company-sponsored employee stock ownership plan or any other employee benefit plan of the Company, either files or becomes obligated to file a report or a proxy statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or report or item therein) under the Exchange Act, disclosing beneficial ownership by it of shares of Voting Stock, whether in excess of 20% or otherwise, or because the Company reports that a change in control of the Company has or may have occurred or will or may occur in the future by reason of such beneficial ownership or (ii) solely because of a change in control of any Subsidiary by which the Executive may be employed. Notwithstanding the foregoing provisions of Section 1(a)(i-iv) hereof, if, prior to any event described in Sections 1(a)(i-iv) hereof instituted by any person not an officer or director of the Company, or prior to any disclosed proposal instituted by any person not an officer or director of the Company which could lead to any such event, management proposes any restructuring of the Company which ultimately leads to an event described in Sections 1(a)(i-iv) hereof pursuant to such management proposal, then a “Change in Control” shall not be deemed to have occurred for purposes of this Agreement.
(b) Upon the occurrence of a change Change in Control at any time during the Term, this Agreement shall become immediately operative, except that in the composition event that any such agreement to merge, consolidate, reorganize or sell or otherwise transfer assets referred to in Section 1(a)(i) or 1(a)(ii) is terminated without such merger, consolidation, reorganization or sale or transfer having been consummated, or the person filing such Schedule 13D or Schedule 14D-1 referred to in Section 1(a)(iii) files an amendment to such Schedules disclosing that it no longer is the beneficial owner of securities representing 20% or more of the Voting Stock of the Company, or the Company reports that the change of control which it reported in the filing referred to in Section 1(a)(iv) will not in fact occur, the Board of Directors of the CompanyCompany (the “Board”) may by notice to the Executive nullify the operation of this Agreement by reason of such Change in Control, as a result without prejudice to any exercise by the Executive of his rights under this Agreement that may have occurred prior to such nullification.
(c) The period during which fewer than a majority of this Agreement shall be in effect (the non-employee directors are Incumbent Directors. “Incumbent Directors” Term”) shall mean non-employee directors who either (A) are non-employee Directors commence as of the date hereof and shall expire as of the Plan later of (i) the close of business on December 31, 1993 and (ii) the expiration of the Period of Employment (as that term is adoptedhereafter defined), provided, however, that (A) commencing on January 1, 1991, and each January 1 thereafter, the term of this Agreement shall automatically be extended for an additional year unless, not later than September 30 of the immediately preceding year, the Company or the Executive shall have given notice that it or he, as the case may be, does not wish to have the Term extended, and (B) are electedsubject to Section 8 hereof, or nominated if, at any time prior to a Change in Control, the Executive for election, thereafter to the Board of Directors with the affirmative votes of at least a majority any reason is no longer an employee of the Incumbent Directors at Company or a Subsidiary, thereupon the time Term shall be deemed to have expired and this Agreement shall immediately terminate and be of such election or nomination, but “Incumbent Director” shall not include an individual whose election or nomination is in connection with (i) an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934) or an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors or (ii) a plan or agreement to replace a majority of the then Incumbent Directors,no further effect.
Appears in 1 contract
Samples: Employment Agreement (Diebold Inc)
Operation of Agreement. 1.01 Unless terminated earlier as provided herein, (a) Sections 1 and 7 through 20 of this Agreement shall terminate on the third anniversary be effective and binding as of the Effective Date; provided, howeverbut, if a Change anything in Control of the Company occurs during the term of this Agreement (the “CiC Date”), the term of this Agreement automatically shall continue until the second anniversary of the CiC Date and then terminate, regardless of the length of the term remaining as of the CiC Date. Notwithstanding any provision of this Agreement to the contrarycontrary notwithstanding, termination Sections 2, 3, 4, 5 and 6 of this Agreement shall not alter or impair any rights or benefits of the Executive (or his estate or beneficiaries) that be effective and binding unless and until there shall have arisen under this Agreement on or prior to such termination, including any contingent rights under paragraph 1.03.
1.02 occurred a Change in Control. For the purpose purposes of this Agreement, the term “a "Change in Control” " will be deemed to have occurred if at any time during the Term (as hereinafter defined) any of the following events shall occur:
(i) The Company is merged, consolidated or reorganized into or with another corporation or other legal entity, and as a result DONAXX X. XXXXXXX XXXLOYMENT AGREEMENT - PAGE 1 2 of such merger, consolidation or reorganization less than a majority of the combined voting power of the then outstanding securities of the Company means or such corporation or other legal entity immediately after such transaction are held in the occurrence aggregate by the holders of any one Voting Stock (as hereinafter defined) of the following on or after Company immediately prior to such transaction and/or such voting power is not held by substantially all of such holders in substantially the Effective Date:same proportions relative to each other;
(aii) the consummation The Company sells (directly or indirectly) all or substantially all of any transaction its assets (including including, without limitation, by means of the sale of the capital stock or assets of one or more Subsidiaries) to any mergerother corporation or other legal entity, consolidation, tender offer, or exchange offer) the result of which less than a majority of the combined voting power of the then outstanding voting securities (entitled to vote generally in the election of directors or persons performing similar functions on behalf of such other corporation or legal entity) of such other corporation or legal entity are held in the aggregate by the holders of Voting Stock of the Company immediately prior to such sale and/or such voting power is that any individual, entity, group or “person” not held by substantially all of such holders in substantially the same proportions relative to each other;
(iii) Any person (as such the term "person" is used in Sections Section 13(d)(3) and or Section 14(d)(2), ) of the Securities Exchange Act of 1934 1934, as amended (the “"Exchange Act”)), other than ") becomes (subsequent to the Company, a subsidiary or an employee benefit plan of either, becomes Effective Date) the “beneficial owner (as the term "beneficial owner” (as such term " is defined in Rule 13d-3 and Rule 13d-5 or any successor rule or regulation promulgated under the Exchange Act), directly or indirectly, ) of stock and/or securities of the Company representing 25% twenty percent (20%) or more of the combined voting power of the Company’s then then-outstanding voting securities,securities entitled to vote generally in the election of directors of the Company ("Voting Stock");
(biv) The Company files a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Form 8-K, Schedule 14A or Schedule 14C (or any successor schedule, form or report or item therein) that a change in the composition control of the Board Company has occurred;
(v) If during any one (1) year period, individuals who at the beginning of Directors any such period constitute the directors of the Company, as a result of which fewer than a majority of the non-employee directors are Incumbent Directors. “Incumbent Directors” shall mean non-employee directors who either (A) are non-employee Directors as of the date the Plan is adopted, or (B) are elected, or nominated Company cease for election, thereafter any reason to the Board of Directors with the affirmative votes of constitute at least a majority of thereof, unless the Incumbent Directors at election, or the time of such election or nomination, but “Incumbent Director” shall not include an individual whose election or nomination is in connection with (i) an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934) or an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors or (ii) a plan or agreement to replace a majority of the then Incumbent Directors,for
Appears in 1 contract
Samples: Employment Agreement (Merchants Bancshares Inc /Tx/)
Operation of Agreement. 1.01 Unless terminated earlier as provided herein(a) This Agreement shall be effective and binding immediately upon its execution, but, anything in this Agreement to the contrary notwithstanding, this Agreement shall terminate on the third anniversary of the Effective Date; provided, however, if not become operative unless and until there shall have occurred a Change in Control of the Company occurs during the term of this Agreement (the “CiC Date”), the term of this Agreement automatically shall continue until the second anniversary of the CiC Date and then terminate, regardless of the length of the term remaining as of the CiC DateControl. Notwithstanding any provision of this Agreement to the contrary, termination of this Agreement shall not alter or impair any rights or benefits of the Executive (or his estate or beneficiaries) that have arisen under this Agreement on or prior to such termination, including any contingent rights under paragraph 1.03.
1.02 For the purpose purposes of this Agreement, the term a “Change in Control” of shall have occurred if at any time during the Company means the occurrence of Term (as that term is hereafter defined) any one of the following on or after the Effective Dateevents shall occur:
(ai) the consummation of any transaction (including without limitation, any merger, consolidation, tender offer, or exchange offer) the result of which is that The acquisition by any individual, entity, entity or group or “person” (as such term is used in Sections within the meaning of Section 13(d)(3) and or 14(d)(2), ) of the Securities and Exchange Act of 1934 1934, as amended (the “Exchange Act”)), other than ) (a “Person”) of beneficial ownership (within the Company, a subsidiary or an employee benefit plan meaning of either, becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 promulgated under the Exchange Act), directly or indirectly, ) of stock and/or securities of the Company representing 2520% or more of either: (A) the then-outstanding shares of common stock of the Company (the “Company Common Stock”) or (B) the combined voting power of the Company’s then then-outstanding voting securities,securities of the Company entitled to vote generally in the election of directors (“Voting Stock”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary of the Company, or (4) any acquisition by any Person pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this Section 1(a); or
(bii) Individuals who, as of the date hereof, constitute the Board of Directors of the Company, (the “Incumbent Board”) cease for any reason (other than death or disability) to constitute at least a change in the composition majority of the Board of Directors of the Company; provided, as however, that any individual becoming a result of which fewer than a majority of the non-employee directors are Incumbent Directors. “Incumbent Directors” shall mean non-employee directors who either (A) are non-employee Directors as of director subsequent to the date the Plan is adoptedhereof whose election, or (B) are electednomination for election by the Company’s shareholders, or nominated for election, thereafter to the Board of Directors with the affirmative votes was approved by a vote of at least a majority of the directors then comprising the Incumbent Directors at Board (either by a specific vote or by approval of the time proxy statement of the Company in which such election or person is named as a nominee for director, without objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but “Incumbent Director” shall not include an excluding for this purpose, any such individual whose election or nomination is in connection with (i) initial assumption of office occurs as a result of an actual or threatened election contest (as such terms are used in within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act Act) with respect to the election or removal of 1934) directors or an other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors of the Company; or
(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Company Common Stock and Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, 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, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which 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 relative to each other as their ownership, immediately prior to such Business Combination, of the Company Common Stock and Voting Stock of the Company, as the case may be, (B) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) sponsored or maintained by the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the entity 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 of Directors of the Company, providing for such Business Combination; or
(iv) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
(b) Upon the occurrence of a Change in Control at any time during the Term, this Agreement shall become immediately operative.
(c) The period during which this Agreement shall be in effect (the “Term”) shall commence as of the date hereof and shall expire as of the later of (i) the close of business on December 31, 200[ ] or (ii) a plan or agreement to replace a majority the expiration of the then Incumbent Directors,Period of Employment (as that term is hereafter defined); provided, however, that (A) commencing on January 1, 200[ ] and each January 1 thereafter prior to the occurrence of a Change in Control, the term of this Agreement shall automatically be extended for an additional year unless, not later than December 30 of the immediately preceding year, the Company or the Executive shall have given notice that it or he, as the case may be, does not wish to have the Term extended, and (B) subject to Section 8 hereof, if, prior to a Change in Control, the Executive ceases for any reason to be an officer of the Company, thereupon the Term shall be deemed to have expired and this Agreement shall immediately terminate and be of no further effect.
Appears in 1 contract
Samples: Executive Change in Control Agreement (Lamson & Sessions Co)
Operation of Agreement. 1.01 Unless terminated earlier as provided herein, (a) Sections 1 and 8 through 19 of this Agreement shall terminate on the third anniversary will be effective and binding as of the Effective Date; provided, howeverbut, if a Change anything in Control of the Company occurs during the term of this Agreement (the “CiC Date”), the term of this Agreement automatically shall continue until the second anniversary of the CiC Date and then terminate, regardless of the length of the term remaining as of the CiC Date. Notwithstanding any provision of this Agreement to the contrarycontrary notwithstanding, termination Sections 2, 3, 4, 5, 6 and 7 of this Agreement shall will not alter or impair any rights or benefits be effective and binding unless and until there will have occurred a Change of the Executive (or his estate or beneficiaries) that have arisen under this Agreement on or prior to such termination, including any contingent rights under paragraph 1.03.
1.02 Control. For the purpose purposes of this Agreement, the term a “Change in of Control” of will be deemed to have occurred if at any time during the Company means the occurrence of Term (as hereinafter defined) any one of the following on or after the Effective Dateevents will occur:
(ai) the consummation The Company is merged, consolidated, converted or reorganized into or with another corporation or other legal entity, and as a result of any transaction (including without limitation, any such merger, consolidation, tender offerconversion or reorganization less than a majority of the combined voting power of the then outstanding equity interests in the Company or such corporation or other legal entity immediately after such transaction are held in the aggregate by the holders of Voting Stock (as hereinafter defined) of the Company immediately prior to such transaction;
(ii) The Company sells (directly or indirectly, whether in a single transaction or exchange offerseries of related transactions) all or substantially all of its assets (including, without limitation, by means of the result sale of the assets of or equity interests in one or more direct or indirect subsidiaries of the Company) to any individual or to any corporation or other legal entity, of which less than a majority of the combined voting power of the then outstanding voting interests (entitled to vote generally in the election of directors or persons performing similar functions on behalf of such other corporation or legal entity) of such other corporation or legal entity is that any held in the aggregate by the holders of Voting Stock of the Company immediately prior to such sale;
(iii) Any individual, entity, entity or group or “person” (as such term is used in Sections within the meaning of Section 13(d)(3) and or 14(d)(2), ) of the Securities Exchange Act of 1934 1934, as amended) (the “Exchange Act”)), other than ) becomes (subsequent to the Company, a subsidiary or an employee benefit plan of either, becomes Effective Date) the beneficial owner (as the term “beneficial owner” (as such term is defined in under Rule 13d-3 and Rule 13d-5 or any successor rule or regulation promulgated under the Exchange Act), directly or indirectly, ) of stock and/or securities of the Company representing 25% thirty-three percent (33%) or more of the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors of the Company (“Voting Stock”);
(iv) The Company files a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Form 8-K, Schedule 14A or Schedule 14C (or any successor schedule, form or report or item therein) that a change in control of the Company has occurred; or
(v) If during any one (1) year period, individuals who at the beginning of any such period constitute the directors of the Company cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company’s stockholders, of each director of the Company first elected during such period was approved by a vote of at least two-thirds of (i) the directors of the Company then outstanding voting securities,still in office who were directors of the Company at the beginning of any such period or (ii) directors of the Company whose nomination and/or election was approved by the directors referenced in clause (i) immediately preceding.
(b) Notwithstanding the foregoing provisions of Section 1(a)(iii) or 1(a)(iv) hereof, a “Change of Control” will not be deemed to have occurred for purposes of this Agreement solely because (i) the Company, (ii) a corporation or other legal entity in which the Company directly or indirectly beneficially owns 100% of the voting securities of such entity, or (iii) any employee stock ownership plan or any other employee benefit plan of the Company or any wholly-owned subsidiary of the Company, either files or becomes obligated to file a report or a proxy statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K, Schedule 14A or Schedule 14C (or any successor schedule, form or report or item therein) under the Exchange Act, disclosing beneficial ownership by it of shares of Voting Stock, whether in excess of thirty-three percent (33%) or otherwise, or because the Company reports that a change in control of the composition Company has occurred by reason of such beneficial ownership. As used in connection with the definition of “Change of Control,” references to the Company will be deemed to include any successor of the Company, references to directors of the Company will be deemed to include any persons performing similar functions on behalf of any successor of the Company, references to the stockholders of the Company will be deemed to include holders of equity interests in any successor of the Company and references to Voting Stock will be deemed to include voting equity interests in any successor of the Company.
(c) Upon occurrence of a Change of Control at any time during the Term (as hereinafter defined in Section 1(c) hereof), Sections 2, 3, 4, 5, 6 and 7 of this Agreement will become immediately binding and effective.
(d) The period during which this Agreement will be in effect (the “Term”) will commence as of the date hereof and will expire as of the later of (i) the close of business on December 31, 2006 and (ii) the expiration of the Period of Employment (as hereinafter defined in Section 2 hereof); provided, however, that (A) subject to Section 8 hereof, if, prior to a Change of Control, the Executive ceases for any reason to be an employee of the Company, thereupon the Term will be deemed to have expired and this Agreement will immediately terminate and be of no further effect and (B) commencing on December 31, 2006 and the last day of each calendar year commencing thereafter, the Term will automatically be extended for an additional period of twelve (12) months unless, not later than the immediately preceding September 30, the Board of Directors of the Company or the Compensation Committee of the Board of Directors of the Company, as a result of which fewer than a majority of on the non-employee directors are Incumbent Directors. “Incumbent Directors” shall mean non-employee directors who either (A) are non-employee Directors as of the date the Plan is adoptedone hand, or (B) are electedthe Executive, on the other hand, will have given notice that the Company or nominated for electionthe Executive, thereafter as the case may be, does not wish to have the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but “Incumbent Director” shall not include an individual whose election or nomination is in connection with (i) an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934) or an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors or (ii) a plan or agreement to replace a majority of the then Incumbent Directors,Term extended.
Appears in 1 contract
Samples: Change of Control/Severance Agreement (Chaparral Steel CO)
Operation of Agreement. 1.01 Unless terminated earlier as provided herein(a) This Agreement shall be effective and binding immediately upon its execution, but, anything in this Agreement to the contrary notwithstanding, this Agreement shall terminate on the third anniversary of the Effective Date; provided, however, if not become operative unless and until there shall have occurred a Change in Control of the Company occurs during the term of this Agreement (the “CiC Date”), the term of this Agreement automatically shall continue until the second anniversary of the CiC Date and then terminate, regardless of the length of the term remaining as of the CiC DateControl. Notwithstanding any provision of this Agreement to the contrary, termination of this Agreement shall not alter or impair any rights or benefits of the Executive (or his estate or beneficiaries) that have arisen under this Agreement on or prior to such termination, including any contingent rights under paragraph 1.03.
1.02 For the purpose purposes of this Agreement, the term a “Change in Control” of shall have occurred if at any time during the Company means the occurrence of Term (as that term is hereafter defined) any one of the following on or after the Effective Dateevents shall occur:
(ai) the consummation of any transaction (including without limitation, any merger, consolidation, tender offer, or exchange offer) the result of which is that The acquisition by any individual, entity, entity or group or “person” (as such term is used in Sections within the meaning of Section 13(d)(3) and or 14(d)(2), ) of the Securities and Exchange Act of 1934 1934, as amended (the “Exchange Act”)), other than ) (a “Person”) of beneficial ownership (within the Company, a subsidiary or an employee benefit plan meaning of either, becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 promulgated under the Exchange Act), directly or indirectly, ) of stock and/or securities of the Company representing 2520% or more of either: (A) the then-outstanding shares of common stock of the Company (the “Company Common Stock”) or (B) the combined voting power of the Company’s then then-outstanding voting securities,securities of the Company entitled to vote generally in the election of directors (“Voting Stock”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary of the Company, or (4) any acquisition by any Person pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this Section 1(a); or
(bii) Individuals who, as of the date hereof, constitute the Board of Directors of the Company, (the “Incumbent Board”) cease for any reason (other than death or disability) to constitute at least a change in the composition majority of the Board of Directors of the Company; provided, as however, that any individual becoming a result of which fewer than a majority of the non-employee directors are Incumbent Directors. “Incumbent Directors” shall mean non-employee directors who either (A) are non-employee Directors as of director subsequent to the date the Plan is adoptedhereof whose election, or (B) are electednomination for election by the Company’s shareholders, or nominated for election, thereafter to the Board of Directors with the affirmative votes was approved by a vote of at least a majority of the directors then comprising the Incumbent Directors at Board (either by a specific vote or by approval of the time proxy statement of the Company in which such election or person is named as a nominee for director, without objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but “Incumbent Director” shall not include an excluding for this purpose, any such individual whose election or nomination is in connection with (i) initial assumption of office occurs as a result of an actual or threatened election contest (as such terms are used in within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act Act) with respect to the election or removal of 1934) directors or an other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors of the Company; or
(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Company Common Stock and Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, 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, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which 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 relative to each other as their ownership, immediately prior to such Business Combination, of the Company Common Stock and Voting Stock of the Company, as the case may be, (B) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) sponsored or maintained by the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock of the entity 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 of Directors of the Company, providing for such Business Combination; or
(iv) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
(b) Upon the occurrence of a Change in Control at any time during the Term, this Agreement shall become immediately operative.
(c) The period during which this Agreement shall be in effect (the “Term”) shall commence as of the date hereof and shall expire as of the later of (i) the close of business on December 31, 2009 or (ii) a plan or agreement to replace a majority the expiration of the then Incumbent Directors,Period of Employment (as that term is hereafter defined); provided, however, that (A) commencing on January 1, 2007 and each January 1 thereafter prior to the occurrence of a Change in Control, the term of this Agreement shall automatically be extended for an additional year unless, not later than December 30 of the immediately preceding year, the Company or the Executive shall have given notice that it or he, as the case may be, does not wish to have the Term extended, and (B) subject to Section 8 hereof, if, prior to a Change in Control, the Executive ceases for any reason to be an officer of the Company, thereupon the Term shall be deemed to have expired and this Agreement shall immediately terminate and be of no further effect.
Appears in 1 contract
Samples: Executive Change in Control Agreement (Lamson & Sessions Co)
Operation of Agreement. 1.01 Unless terminated earlier as provided herein(a) This Agreement shall be effective and binding immediately upon its execution, but, anything in this Agreement to the contrary notwithstanding, this Agreement shall terminate on the third anniversary of the Effective Date; provided, however, if not become operative unless and until a Change in Control of the Company occurs during the term of this Agreement (the “CiC Date”), the term of this Agreement automatically shall continue until the second anniversary of the CiC Date and then terminate, regardless of the length of the term remaining as of the CiC Dateoccurs. Notwithstanding any provision of this Agreement to the contrary, termination of this Agreement shall not alter or impair any rights or benefits of the Executive (or his estate or beneficiaries) that have arisen under this Agreement on or prior to such termination, including any contingent rights under paragraph 1.03.
1.02 For the purpose purposes of this Agreement, the term “a "Change in Control” of " shall have occurred if at any time during the Company means the occurrence of Term (as that term is hereafter defined) any one of the following on or after the Effective Dateevents shall occur:
(ai) the consummation of any transaction (including without limitation, any merger, consolidation, tender offer, or exchange offer) the result of which is that The acquisition by any individual, entity, entity or group or “person” (as such term is used in Sections within the meaning of Section 13(d)(3) and or 14(d)(2), ) of the Securities Exchange Act of 1934 1934, as amended (the “"Exchange Act”")), other than ) (a "Person") of beneficial ownership (within the Company, a subsidiary or an employee benefit plan meaning of either, becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 promulgated under the Exchange Act), directly or indirectly, ) of stock and/or securities of the Company representing 2515% or more of either: (A) the then-outstanding shares of common stock of the Company (the "Company Common Stock") or (B) the combined voting power of the Company’s then then-outstanding voting securities,
(b) a change securities of the Company entitled to vote generally in the composition election of directors ("Voting Stock"); provided, however, that for purposes of this subsection (i), the Board following acquisitions shall not constitute a Change of Directors Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary of the Company, or (D) any acquisition by any Person pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this Section 1(a); or
(ii) Individuals who, as a result of which fewer the date hereof, constitute the Board (the "Incumbent Board") cease for any reason (other than death or disability) to constitute at least a majority of the non-employee directors are Incumbent Directors. “Incumbent Directors” shall mean non-employee directors who either (A) are non-employee Directors as of Board; provided, however, that any individual becoming a director subsequent to the date the Plan is adoptedhereof whose election, or (B) are electednomination for election by the Company's shareholders, or nominated for election, thereafter to the Board of Directors with the affirmative votes was approved by a vote of at least a majority of the directors then comprising the Incumbent Directors at Board (either by a specific vote or by approval of the time proxy statement of the Company in which such election or person is named as a nominee for director, without objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but “Incumbent Director” shall not include an excluding for this purpose, any such individual whose election or nomination is in connection with (i) initial assumption of office occurs as a result of an actual or threatened election contest (as such terms are used in within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act Act) with respect to the election or removal of 1934) directors or an other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board Board; or
(iii) Consummation of Directors a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (iia "Business Combination"), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Company Common Stock and Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 66.6% of, respectively, 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, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which 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 relative to each other as their ownership, immediately prior to such Business Combination, of the Company Common Stock and Voting Stock of the Company, as the case may be, (B) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or agreement related trust) sponsored or maintained by the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 15% or more of, respectively, the then- outstanding shares of common stock of the entity resulting from such Business Combination, or the combined voting power of the then-outstanding voting securities of such corporation except to replace the extent that such ownership existed prior to the Business Combination and (C) at least a majority of the then members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Directors,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.
(b) Upon the occurrence of a Change in Control at any time during the Term, without further action, this Agreement shall become immediately operative.
(c) The period during which this Agreement shall be in effect (the "Term") shall commence as of the date hereof and shall expire as of the later of (i) the close of business on December 31, 2001 and (ii) the expiration of the Period of Employment (as that term is hereafter defined), provided, however, that (A) commencing on the first day of the first calendar year after the year in which this Agreement is executed and each January 1 thereafter, the term of this Agreement shall automatically be extended for an additional year unless, not later than September 30 of the immediately preceding year, the Company or the Executive shall have given written notice that it or he, as the case may be, does not wish to have the Term extended, and (B) subject to Section 10 hereof, if, prior to a Change in Control, the Executive ceases for any reason to be an officer of the Company or any Subsidiary, thereupon the Term, without further action, shall be deemed to have expired and this Agreement shall immediately terminate and be of no further effect.
Appears in 1 contract
Operation of Agreement. 1.01 This Agreement is effective as of the Effective Date. Unless terminated earlier as provided herein, this Agreement shall terminate on the third anniversary of the Effective Date; provided, however, if a Change in Control (as defined below) of the Company occurs during the term of this Agreement (the “CiC Date”)Agreement, the term of this Agreement automatically shall continue until terminate on the second anniversary of the effective date of the Change in Control (the “CiC Date and then terminateDate”), regardless of the length of the term remaining as of the CiC Date. Notwithstanding any provision of this Agreement to the contrary, termination of this Agreement shall not alter or impair any rights or benefits of the Executive (or his estate or beneficiaries) that have arisen under this Agreement on or prior to such termination, including any contingent rights under paragraph 1.03.
1.02 For the purpose of this Agreement, the term “Change in Control” of the Company means the occurrence of any one of the following on or after the Effective Date:
(a) the consummation of any transaction (including without limitation, any merger, consolidation, tender offer, or exchange offer) the result of which is that any individual, entity, group or “person” (as such term is used in Sections 13(d)(3) and 14(d)(2), of the Securities Exchange Act of 1934 (the “Exchange Act”)), other than the Company, a subsidiary or an employee benefit plan of either, becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of stock and/or securities of the Company representing 25% or more of the combined voting power of the Company’s then outstanding voting securities,
(b) a change in the composition of the Board of Directors of the Company, as a result of which fewer than a majority of the non-employee directors are Incumbent Directors. “Incumbent Directors” shall mean non-employee directors who either (A) are non-employee Directors as of the date the Plan is adopted, or (B) are elected, or nominated for election, thereafter to the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but “Incumbent Director” shall not include an individual whose election or nomination is in connection with (i) an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934) or an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors or (ii) a plan or agreement to replace a majority of the then Incumbent Directors,
Appears in 1 contract
Operation of Agreement. 1.01 Unless terminated earlier as provided hereinThis Agreement shall be effective and binding immediately upon its execution, but, anything in this Agreement to the contrary notwithstanding, this Agreement shall terminate on the third anniversary of the Effective Date; provided, however, if not be operative unless and until there has been a Change in Control while Employee is in the employ of the Company occurs during the Company. The term of this Agreement (the “CiC Date”), the term of this Agreement automatically shall continue until the second anniversary of the CiC Date and then terminate, regardless of the length of the term remaining as of the CiC Date. Notwithstanding any provision of this Agreement to the contrary, termination of this Agreement shall not alter or impair any rights or benefits of the Executive (or his estate or beneficiaries) that have arisen under this Agreement on or prior to such termination, including any contingent rights under paragraph 1.03.
1.02 For the purpose of this Agreement, the term “"Change in Control” of the Company means the occurrence of any one of the following on or after the Effective Date:
" shall mean, but not be limited to: (a) the consummation first purchase of shares pursuant to a tender offer or exchange (other than a tender offer or exchange by the Company and/or any affiliate thereof) for all or part of the Company's Common Shares of any transaction (including without limitation, class or any merger, consolidation, securities convertible into such Common Shares and Employee has elected not to tender offer, or exchange offerhis Common Shares; (b) the result receipt by the Company of which a Schedule 13D or other advice indicating that a person is that any individual, entity, group or “person” the "beneficial owner" (as such term is used in Sections 13(d)(3) and 14(d)(2), of the Securities Exchange Act of 1934 (the “Exchange Act”)), other than the Company, a subsidiary or an employee benefit plan of either, becomes the “beneficial owner” (as such that term is defined in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act), directly or indirectly, Act of stock and/or securities 1934) of the Company representing 25% twenty percent (20%) or more of the combined voting power Company's Common Shares calculated as provided in paragraph (d) of said Rule 13d-3; (c) the date of approval by shareholders of the Company of an agreement providing for any consolidation or merger of the Company in which the Company will not be the continuing or surviving corporation or pursuant to which shares of capital stock, of any class or any securities convertible into such capital stock, of the Company would be converted into cash, securities, or other property, other than a merger of the Company in which the holders of common stock of all classes of the Company immediately prior to the merger would have the same proportion of ownership of common stock of the surviving corporation immediately after the merger; (d) the date of approval by shareholders of the Company of 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’s then outstanding voting securities,
; (be) the adoption of any plan or proposal for the liquidation (but not a change in partial liquidation) or dissolution of the composition Company; or (f) the date (the "Measurement Date") on which the individual who at the beginning of a two consecutive year period ending on the Measurement Date, ceases, for any reason, to constitute at least a majority of the Board of Directors of the Company, unless the election, or the nomination for election by the Company's shareholders, of each new director during such two-year period was approved by an affirmative vote of the directors (including Employee) then still in office who were directors at the beginning of said two-year period. Notwithstanding the foregoing, (i) if any person's ownership interest in the Company increases to 20% or more, solely as a result of which fewer than a majority the Company repurchase of the non-employee directors are Incumbent Directors. “Incumbent Directors” shall mean non-employee directors who either (A) are non-employee Directors as of the date the Plan is adoptedits shares, or (B) are elected, or nominated for election, thereafter to the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but “Incumbent Director” shall not include an individual whose election or nomination is in connection with (i) an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934) or an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors or (ii) Michxxx X. Xxxxxx xxxreases his ownership interest to 20% or more, such ownership shall not be considered a plan or agreement to replace Change in Control for purposes of subparagraph (b) above. Upon the occurrence of a majority Change in Control while Employee is in the employee of the then Incumbent Directors,Company, this Agreement shall become operative.
Appears in 1 contract
Operation of Agreement. 1.01 Unless terminated earlier as provided hereinThis Agreement shall be effective and binding immediately upon its execution, but, anything in this Agreement to the contrary notwithstanding, this Agreement shall terminate on the third anniversary of the Effective Date; provided, however, if not be operative unless and until there has been a Change in Control while Employee is in the employ of the Company occurs during the Company. The term of this Agreement (the “CiC Date”), the term of this Agreement automatically shall continue until the second anniversary of the CiC Date and then terminate, regardless of the length of the term remaining as of the CiC Date. Notwithstanding any provision of this Agreement to the contrary, termination of this Agreement shall not alter or impair any rights or benefits of the Executive (or his estate or beneficiaries) that have arisen under this Agreement on or prior to such termination, including any contingent rights under paragraph 1.03.
1.02 For the purpose of this Agreement, the term “"Change in Control” of the Company means the occurrence of any one of the following on or after the Effective Date:
" shall mean, but not be limited to: (a) the consummation first purchase of shares pursuant to a tender offer or exchange (other than a tender offer or exchange by the Company and/or any affiliate thereof) for all or part of the Company's Common Shares of any transaction (including without limitation, class or any merger, consolidation, securities convertible into such Common Shares and Employee has elected not to tender offer, or exchange offerhis Common Shares; (b) the result receipt by the Company of which a Schedule 13D or other advice indicating that a person is that any individual, entity, group or “person” the "beneficial owner" (as such term is used in Sections 13(d)(3) and 14(d)(2), of the Securities Exchange Act of 1934 (the “Exchange Act”)), other than the Company, a subsidiary or an employee benefit plan of either, becomes the “beneficial owner” (as such that term is defined in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act), directly or indirectly, Act of stock and/or securities 1934) of the Company representing 25% twenty percent (20%) or more of the combined voting power Company's Common Shares calculated as provided in paragraph (d) of said Rule 13d-3; (c) the date of approval by shareholders of the Company of an agreement providing for any consolidation or merger of the Company in which the Company will not be the continuing or surviving corporation or pursuant to which shares of capital stock, of any class or any securities convertible into such capital stock, of the Company would be converted into cash, securities, or other property, other than a merger of the Company in which the holders of common stock of all classes of the Company immediately prior to the merger would have the same proportion of ownership of common stock of the surviving corporation immediately after the merger; (d) the date of approval by shareholders of the Company of 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’s then outstanding voting securities,
; (be) the adoption of any plan or proposal for the liquidation (but not a change in partial liquidation) or dissolution of the composition Company; or (f) the date (the "Measurement Date") on which the individual who at the beginning of a two consecutive year period ending on the Measurement Date, ceases, for any reason, to constitute at least a majority of the Board of Directors of the Company, unless the election, or the nomination for election by the Company's shareholders, of each new director during such two-year period was approved by an affirmative vote of the directors (including Employee) then still in office who were directors at the beginning of said two-year period. Notwithstanding the foregoing, if (i) any person's ownership interest in the Company increases to 20% or more, solely as a result of which fewer than a majority the Company repurchase of the non-employee directors are Incumbent Directors. “Incumbent Directors” shall mean non-employee directors who either (A) are non-employee Directors as of the date the Plan is adoptedits shares, or (B) are elected, or nominated for election, thereafter to the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but “Incumbent Director” shall not include an individual whose election or nomination is in connection with (i) an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934) or an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors or (ii) Michxxx X. Xxxxxx xxxreases his ownership interest to 20% or more, such ownership shall not be considered a plan or agreement to replace Change in Control for purposes of subparagraph (b) above. Upon the occurrence of a majority Change in Control while Employee is in the employee of the then Incumbent Directors,Company, this Agreement shall become operative.
Appears in 1 contract
Operation of Agreement. 1.01 Unless terminated earlier as provided herein, this Agreement shall terminate on the third anniversary of the Effective Date; provided, however, if a Change in Control of the Company occurs during the term of this Agreement (the “CiC Date”), the term of this Agreement automatically shall continue until the second anniversary of the CiC Date and then terminate, regardless of the length of the term remaining as of the CiC Date. Notwithstanding any provision of this Agreement to the contrary, termination of this Agreement shall not alter or impair any rights or benefits of the Executive (or his estate or beneficiariesa) that have arisen under this Agreement on or prior to such termination, including any contingent rights under paragraph 1.03.
1.02 For the purpose purposes of this Agreement, the term “a "Change in Control” of " will be deemed to have occurred if at any time during the Company means the occurrence of Term (as hereinafter defined) any one of the following on or after the Effective Dateevents shall occur:
(ai) the consummation The Company is merged, consolidated, converted or reorganized into or with another corporation or other legal entity, and as a result of any transaction (including without limitation, any such merger, consolidation, tender offerconversion or reorganization less than a majority of the combined voting power of the then outstanding securities of the Company or such corporation or other legal entity are held, immediately after such transaction, in the aggregate, by the holders of Voting Stock (as hereinafter defined) of the Company immediately prior to such transaction and/or such voting power is not held by substantially all of such holders in substantially the same proportions relative to each other;
(ii) The Company sells (directly or exchange offerindirectly) all or substantially all of its assets (including, without limitation, by means of the result sale of the capital stock or assets of one or more direct or indirect subsidiaries of the Company) to any other corporation or other legal entity (other than a directly or indirectly majority-owned subsidiary of the Company), of which less than a majority of the combined voting power of the then outstanding voting securities (entitled to vote generally in the election of directors or persons performing similar functions on behalf of such other corporation or legal entity) of such other corporation or legal entity is that any individual, entity, group or “person” held in the aggregate by the holders of Voting Stock of the Company immediately prior to such sale and/or such voting power is not held by substantially all of such holders in substantially the same proportions relative to each other;
(iii) Any person (as such the term "person" is used in Sections Section 13(d)(3) and or Section 14(d)(2), ) of the Securities Exchange Act of 1934 1934, as amended (the “"Exchange Act”")), other than ) becomes (subsequent to the Company, a subsidiary or an employee benefit plan of either, becomes date hereof) the “beneficial owner (as the term "beneficial owner” (as such term " is defined in under Rule 13d-3 and Rule 13d-5 or any successor rule or regulation promulgated under the Exchange Act), directly or indirectly, ) of stock and/or securities of the Company representing 25% fifty percent (50%) or more of the combined voting power of the outstanding securities entitled to vote generally in the election of directors of the Company ("Voting Stock"); provided, however, purposes of this Section 1(a)(iii), the term "person" will not be deemed to include any "person" who, as of the date hereof, owns forty-five percent (45%) or more of the Voting Stock of the Company’s then outstanding voting securities,; or
(iv) The stockholders of the Company approve a plan contemplating the liquidation or dissolution of the Company.
(b) a change The period during which this Agreement shall be in effect (the composition of the Board of Directors of the Company, as a result of which fewer than a majority of the non-employee directors are Incumbent Directors. “Incumbent Directors” "Term") shall mean non-employee directors who either (A) are non-employee Directors commence as of the date hereof and shall expire as of the Plan is adoptedclose of business on January 3, 2001, provided, however, unless either the Executive or the Company gives written notice of intent to terminate this Agreement upon the expiration of the first year of this Agreement or any subsequent renewal period, this Agreement will automatically be renewed, upon each anniversary of the date hereof, for successive one year periods (B"renewal periods"). Any such notice of termination must be given not less than thirty (30) are elected, or nominated for election, thereafter days prior to the Board of Directors with the affirmative votes of at least a majority end of the Incumbent Directors first year of this Agreement or any subsequent renewal period. Notwithstanding the foregoing, the Executive may elect not to renew this Agreement at any time within the time fifteen (15) day period immediately following receipt by the Executive of such election or nomination, but “Incumbent Director” shall not include an individual whose election or nomination is in connection with (i) an actual or threatened election contest a Compensation Resolution (as hereinafter defined), regardless of whether such terms are used in Rule 14a-11 Compensation Resolution is delivered before or after any anniversary date of Regulation 14A promulgated under this Agreement. An election not to renew this Agreement will not affect any rights which have vested or otherwise accrued prior to the Securities Exchange Act expiration of 1934) or an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors or (ii) a plan or agreement to replace a majority this Agreement. The expiration of the then Incumbent Directors,Term of this Agreement will not be deemed to be a "termination" of this Agreement for the purposes of Sections 4 and 5.
Appears in 1 contract
Operation of Agreement. 1.01 Unless terminated earlier as provided herein, (a) Sections 1 and 8 through 19 of this Agreement shall terminate on the third anniversary will be effective and binding as of the Effective Date; provided, howeverbut, if a Change anything in Control of the Company occurs during the term of this Agreement (the “CiC Date”), the term of this Agreement automatically shall continue until the second anniversary of the CiC Date and then terminate, regardless of the length of the term remaining as of the CiC Date. Notwithstanding any provision of this Agreement to the contrarycontrary notwithstanding, termination Sections 2, 3, 4, 5, 6 and 7 of this Agreement shall will not alter or impair any rights or benefits be effective and binding unless and until there will have occurred a Change of the Executive (or his estate or beneficiaries) that have arisen under this Agreement on or prior to such termination, including any contingent rights under paragraph 1.03.
1.02 Control. For the purpose purposes of this Agreement, the term a “Change in of Control” of will be deemed to have occurred if at any time during the Company means the occurrence of Term (as hereinafter defined) any one of the following on or after the Effective Dateevents will occur:
(ai) the consummation The Company is merged, consolidated, converted or reorganized into or with another corporation or other legal entity, and as a result of any transaction (including without limitation, any such merger, consolidation, tender offerconversion or reorganization less than a majority of the combined voting power of the then outstanding equity interests in the Company or such corporation or other legal entity immediately after such transaction are held in the aggregate by the holders of Voting Stock (as hereinafter defined) of the Company immediately prior to such transaction;
(ii) The Company sells (directly or indirectly, whether in a single transaction or exchange offerseries of related transactions) all or substantially all of its assets (including, without limitation, by means of the result sale of the assets of or equity interests in one or more direct or indirect subsidiaries of the Company) to any individual or to any corporation or other legal entity, of which less than a majority of the combined voting power of the then outstanding voting interests (entitled to vote generally in the election of directors or persons performing similar functions on behalf of such other corporation or legal entity) of such other corporation or legal entity is that any held in the aggregate by the holders of Voting Stock of the Company immediately prior to such sale;
(iii) Any individual, entity, entity or group or “person” (as such term is used in Sections within the meaning of Section 13(d)(3) and or 14(d)(2), ) of the Securities Exchange Act of 1934 1934, as amended) (the “Exchange Act”)), other than ) becomes (subsequent to the Company, a subsidiary or an employee benefit plan of either, becomes Effective Date) the beneficial owner (as the term “beneficial owner” (as such term is defined in under Rule 13d-3 and Rule 13d-5 or any successor rule or regulation promulgated under the Exchange Act), directly or indirectly, ) of stock and/or securities of the Company representing 25% thirty-three percent (33%) or more of the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors of the Company (“Voting Stock”);
(iv) The Company files a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Form 8-K, Schedule 14A or Schedule 14C (or any successor schedule, form or report or item therein) that a change in control of the Company has occurred; or
(v) If during any one (1) year period, individuals who at the beginning of any such period constitute the directors of the Company cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company’s stockholders, of each director of the Company first elected during such period was approved by a vote of at least two-thirds of (i) the directors of the Company then outstanding still in office who were directors of the Company at the beginning of any such period or (ii) directors of the Company whose nomination and/or election was approved by the directors referenced in clause (i) immediately preceding. Notwithstanding the foregoing provisions of Section 1(a)(iii) or 1(a)(iv) hereof, a “Change of Control” will not be deemed to have occurred for purposes of this Agreement solely because (i) the Company, (ii) a corporation or other legal entity in which the Company directly or indirectly beneficially owns 100% of the voting securitiessecurities of such entity, or (iii) any employee stock ownership plan or any other employee benefit plan of the Company or any wholly-owned subsidiary of the Company, either files or becomes obligated to file a report or a proxy statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K, Schedule 14A or Schedule 14C (or any successor schedule, form or report or item therein) under the Exchange Act, disclosing beneficial ownership by it of shares of Voting Stock, whether in excess of thirty-three percent (33%) or otherwise, or because the Company reports that a change in control of the Company has occurred by reason of such beneficial ownership. As used in connection with the definition of “Change of Control,” references to the Company will be deemed to include any successor of the Company, references to directors of the Company will be deemed to include any persons performing similar functions on behalf of any successor of the Company, references to the stockholders of the Company will be deemed to include holders of equity interests in any successor of the Company and references to Voting Stock will be deemed to include voting equity interests in any successor of the Company.
(b) Upon occurrence of a change Change of Control at any time during the Term (as hereinafter defined in Section 1(c) hereof), Sections 2, 3, 4, 5, 6 and 7 of this Agreement will become immediately binding and effective.
(c) The period during which this Agreement will be in effect (the composition “Term”) will commence as of the date hereof and will expire as of the later of (i) the close of business on December 31, 2006 and (ii) the expiration of the Period of Employment (as hereinafter defined in Section 2 hereof); provided, however, that (A) subject to Section 8 hereof, if, prior to a Change of Control, the Executive ceases for any reason to be an employee of the Company, thereupon the Term will be deemed to have expired and this Agreement will immediately terminate and be of no further effect and (B) commencing on December 31, 2006 and the last day of each calendar year commencing thereafter, the Term will automatically be extended for an additional period of twelve (12) months unless, not later than the immediately preceding September 30, the Board of Directors of the Company or the Compensation Committee of the Board of Directors of the Company, as a result of which fewer than a majority of on the non-employee directors are Incumbent Directors. “Incumbent Directors” shall mean non-employee directors who either (A) are non-employee Directors as of the date the Plan is adoptedone hand, or (B) are electedthe Executive, on the other hand, will have given notice that the Company or nominated for electionthe Executive, thereafter as the case may be, does not wish to have the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but “Incumbent Director” shall not include an individual whose election or nomination is in connection with (i) an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934) or an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors or (ii) a plan or agreement to replace a majority of the then Incumbent Directors,Term extended.
Appears in 1 contract
Samples: Change of Control/Severance Agreement (Chaparral Steel CO)
Operation of Agreement. 1.01 The Prior Agreement is hereby terminated and this Agreement replaces the Prior Agreement in full all as of the Effective Date. Unless terminated earlier as provided herein, this Agreement shall terminate on the third anniversary of the Effective Date; provided, however, if a Change in Control (as defined below) of the Company occurs during the term of this Agreement (the “CiC Date”)Agreement, the term of this Agreement automatically shall continue until terminate on the second anniversary of the effective date of the Change in Control (the “CiC Date and then terminateDate”), regardless of the length of the term remaining as of the CiC Date. Notwithstanding any provision of this Agreement to the contrary, termination of this Agreement shall not alter or impair any rights or benefits of the Executive (or his her estate or beneficiaries) that have arisen under this Agreement on or prior to such termination, including any contingent rights under paragraph 1.03.
1.02 For the purpose of this Agreement, the term “Change in Control” of the Company means the occurrence of any one of the following on or after the Effective Date:
(a) the consummation of any transaction (including without limitation, any merger, consolidation, tender offer, or exchange offer) the result of which is that any individual, entity, group or “person” (as such term is used in Sections 13(d)(3) and 14(d)(2), of the Securities Exchange Act of 1934 (the “Exchange Act”)), other than the Company, a subsidiary or an employee benefit plan of either, becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of stock and/or securities of the Company representing 25% or more of the combined voting power of the Company’s then outstanding voting securities,
(b) a change in the composition of the Board of Directors of the Company, as a result of which fewer than a majority of the non-employee directors are Incumbent Directors. “Incumbent Directors” shall mean non-employee directors who either (A) are non-employee Directors as of the date the Plan is adopted, or (B) are elected, or nominated for election, thereafter to the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but “Incumbent Director” shall not include an individual whose election or nomination is in connection with (i) an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934) or an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors or (ii) a plan or agreement to replace a majority of the then Incumbent Directors,
Appears in 1 contract
Operation of Agreement. 1.01 This Agreement is effective as of the Effective Date. Unless terminated earlier as provided herein, this Agreement shall terminate on the third anniversary of the Effective Date; provided, however, if a Change in Control (as defined below) of the Company occurs during the term of this Agreement (the “CiC Date”)Agreement, the term of this Agreement automatically shall continue until terminate on the second eighteen month anniversary of the effective date of the Change in Control (the “CiC Date and then terminateDate”), regardless of the length of the term remaining as of the CiC Date. Notwithstanding any provision of this Agreement to the contrary, termination of this Agreement shall not alter or impair any rights or benefits of the Executive (or his her estate or beneficiaries) that have arisen under this Agreement on or prior to such termination, including any contingent rights under paragraph 1.03.
1.02 For the purpose of this Agreement, the term “Change in Control” of the Company means the occurrence of any one of the following on or after the Effective Date:
(a) the consummation of any transaction (including without limitation, any merger, consolidation, tender offer, or exchange offer) the result of which is that any individual, entity, group or “person” (as such term is used in Sections 13(d)(3) and 14(d)(2), of the Securities Exchange Act of 1934 (the “Exchange Act”)), other than the Company, a subsidiary or an employee benefit plan of either, becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of stock and/or securities of the Company representing 25% or more of the combined voting power of the Company’s then outstanding voting securities,
(b) a change in the composition of the Board of Directors of the Company, as a result of which fewer than a majority of the non-employee directors are Incumbent Directors. “Incumbent Directors” shall mean non-employee directors who either (A) are non-employee Directors as of the date the Plan is adopted, or (B) are elected, or nominated for election, thereafter to the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but “Incumbent Director” shall not include an individual whose election or nomination is in connection with (i) an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934) or an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors or (ii) a plan or agreement to replace a majority of the then Incumbent Directors,
Appears in 1 contract
Operation of Agreement. 1.01 Unless terminated earlier as provided herein(a) This Agreement shall be effective and binding immediately upon its execution, but, anything in this Agreement to the contrary notwithstanding, this Agreement shall terminate on the third anniversary of the Effective Date; provided, however, if not be operative unless and until there shall have occurred a Change in Control of the Company occurs during the term of this Agreement (the “CiC Date”), the term of this Agreement automatically shall continue until the second anniversary of the CiC Date and then terminate, regardless of the length of the term remaining as of the CiC DateControl. Notwithstanding any provision of this Agreement to the contrary, termination of this Agreement shall not alter or impair any rights or benefits of the Executive (or his estate or beneficiaries) that have arisen under this Agreement on or prior to such termination, including any contingent rights under paragraph 1.03.
1.02 For the purpose purposes of this Agreement, the term “a "Change in Control” " shall have occurred if at any time during the Term (as that term is hereafter defined) any of the following events shall occur:
(i) The Company is merged, or consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization less than a majority of the combined voting power of the then-outstanding securities of such corporation or person immediately after such on are held in the aggregate by the holders of Voting Stock (as that term is hereinafter defined) of the Company means the occurrence immediately prior to such transaction;
(ii) The Company sells all or substantially all of its assets to any one other corporation or other legal person, and less than a majority of the following on combined voting power of the then-outstanding securities of such corporation or person immediately after such transaction are held in the Effective Date:aggregate by the holders of Voting Stock of the Company immediately prior to such sale;
(aiii) the consummation of There is a report filed on Schedule 13D or Schedule 14D-1 (or any transaction (including without limitationsuccessor schedule, any merger, consolidation, tender offer, form or exchange offer) the result of which is that any individual, entity, group or “person” (as such term is used in Sections 13(d)(3) and 14(d)(2report), of each as promulgated pursuant to the Securities Exchange Act of 1934 1934, as amended (the “"Exchange Act”)"), other than disclosing that any person (as the Company, a subsidiary term "person" is used in Section 13(d)(3) or an employee benefit plan Section 14(d)(2) of either, becomes the “Exchange Act) has become the beneficial owner (as the term "beneficial owner” (as such term " is defined in under Rule 13d-3 and Rule 13d-5 or any successor rule or regulation promulgated under the Exchange Act), directly or indirectly, ) of stock and/or securities of the Company representing 25% or more of the combined voting power of the Company’s then then-outstanding voting securities,
(b) a change securities entitled to vote generally in the composition election of directors of the Board of Directors of the Company, as a result of which fewer than a majority of the non-employee directors are Incumbent Directors. “Incumbent Directors” shall mean non-employee directors who either Company (A) are non-employee Directors as of the date the Plan is adopted, or (B) are elected, or nominated for election, thereafter to the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but “Incumbent Director” shall not include an individual whose election or nomination is in connection with (i) an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934) or an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors or (ii) a plan or agreement to replace a majority of the then Incumbent Directors,"Voting Stock");
Appears in 1 contract
Samples: Employment Agreement (International Technology Corp)
Operation of Agreement. 1.01 Unless terminated earlier as provided herein, (a) Sections 1 and 8 through 21 of this Agreement shall terminate on the third anniversary be effective and binding as of the Effective Date; provided, howeverbut, if a Change anything in Control of the Company occurs during the term of this Agreement (the “CiC Date”), the term of this Agreement automatically shall continue until the second anniversary of the CiC Date and then terminate, regardless of the length of the term remaining as of the CiC Date. Notwithstanding any provision of this Agreement to the contrarycontrary notwithstanding, termination Sections 2 through 7 and Sections 22 through 23 of this Agreement shall not alter or impair any rights or benefits be effective and binding unless and until a Change of the Executive (or his estate or beneficiaries) that Control shall have arisen under this Agreement on or prior to such termination, including any contingent rights under paragraph 1.03.
1.02 occurred. For the purpose purposes of this Agreement, the term a “Change in of Control” will be deemed to have occurred if at any time during the Term (as hereinafter defined) any of the following shall occur:
(i) any consolidation, merger or share exchange of the Company means in which the occurrence of any one Company is not the continuing or surviving corporation or pursuant to which shares of the following Company’s common stock would be converted into cash, securities or other property, other than a consolidation, merger or share exchange of the Company in which the holders of the Company’s common stock immediately prior to such transaction have the same proportionate ownership of common stock of the surviving corporation immediately after such transaction;
(ii) any sale, lease, exchange or other transfer (excluding transfer by way of pledge or hypothecation) in one transaction or a series of related transactions, of all or substantially all of the assets of the Company;
(iii) the stockholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company;
(iv) the cessation of control (by virtue of their not constituting a majority of directors) of the Board by the individuals (the “Continuing Directors”) who (x) on the Effective Date were directors or (y) become directors after the Effective Date:Date and whose election or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then in office who were directors on the Effective Date or whose election or nomination for election was previously so approved;
(av) the consummation acquisition of any transaction beneficial ownership (including without limitation, any merger, consolidation, tender offer, or exchange offer) within the result meaning of which is that any individual, entity, group or “person” (as such term is used in Sections 13(d)(3) and 14(d)(2), of Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange 1934 Act”)), other than the Company, a subsidiary or ) of an employee benefit plan aggregate of either, becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of stock and/or securities 20% of the Company representing 25% or more of the combined voting power of the Company’s then outstanding voting securities,securities by any person or group (as such term is used in Rule 13d-5 under the 0000 Xxx) who beneficially owned less than 15% of the voting power of the Company’s outstanding voting securities on the Effective Date, or the acquisition of beneficial ownership of an additional 5% of the voting power of the Company’s outstanding voting securities by any person or group who beneficially owned at least 15% of the voting power of the Company’s outstanding voting securities on the Effective Date, provided, however, that notwithstanding the foregoing, an acquisition shall not constitute a Change of Control hereunder if the acquirer is (x) a trustee or other fiduciary holding securities under an employee benefit plan of the Company and acting in such capacity, (y) a subsidiary of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of voting securities of the Company, or (z) any other person whose acquisition of shares of voting securities is approved in advance by a majority of the Continuing Directors; or
(vi) in a Title 11 bankruptcy proceeding, the appointment of a trustee or the conversion of a case involving the Company to a case under Chapter 7.
(b) Upon the occurrence of a change Change of Control at any time during the Term, Sections 2 through 7 and Sections 22 through 23 of this Agreement shall become immediately effective and binding.
(c) The period during which this Agreement shall be in effect (the composition “Term”) shall commence as of the Board date hereof and shall expire as of Directors the later of (i) the close of business on June 30, 2011 or (ii) the expiration of the Period of Employment (as hereinafter defined); provided, however, that (A) subject to Section 9 hereof, if, prior to a Change of Control, the Executive ceases for any reason to be an employee of the Company, as thereupon the Term shall be deemed to have expired and this Agreement shall immediately terminate and be of no further effect (except and to the extent otherwise specifically provided in Section 23 hereof or in a result of which fewer than a majority of separate agreement between the non-employee directors are Incumbent Directors. “Incumbent Directors” shall mean non-employee directors who either (ACompany and the Executive) are non-employee Directors as of the date the Plan is adopted, or and (B) are electedcommencing on June 30, or nominated for election, thereafter to 2011 and the Board last day of Directors with the affirmative votes of at least a majority each of the Incumbent Directors at Company’s fiscal years commencing thereafter, the time Term of this Agreement shall automatically be extended for an additional one-year term unless, not later than ninety (90) calendar days prior to such election June 30, the Company or nominationthe Executive shall have given notice that the Company or the Executive, but “Incumbent Director” shall as the case may be, does not include an individual whose election or nomination is in connection with (i) an actual or threatened election contest (as such terms are used in Rule 14a-11 wish to have the Term of Regulation 14A promulgated under the Securities Exchange Act of 1934) or an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors or (ii) a plan or agreement to replace a majority of the then Incumbent Directors,this Agreement extended.
Appears in 1 contract
Samples: Change of Control Agreement (Tandy Brands Accessories Inc)
Operation of Agreement. 1.01 Unless terminated earlier as provided herein(a) This Agreement shall be effective and binding immediately upon its execution, but, anything in this Agreement to the contrary notwithstanding, this Agreement shall terminate on the third anniversary of the Effective Date; provided, however, if not be operative unless and until there shall have occurred a Change in Control of the Company occurs during the term of this Agreement (the “CiC Date”), the term of this Agreement automatically shall continue until the second anniversary of the CiC Date and then terminate, regardless of the length of the term remaining as of the CiC DateControl. Notwithstanding any provision of this Agreement to the contrary, termination of this Agreement shall not alter or impair any rights or benefits of the Executive (or his estate or beneficiaries) that have arisen under this Agreement on or prior to such termination, including any contingent rights under paragraph 1.03.
1.02 For the purpose purposes of this Agreement, the term a “Change in Control” shall have occurred if at any time during the Term (as that term is hereafter defined) any of the following events shall occur:
(i) The Company is merged, consolidated or reorganized into or with another corporation or other legal person, and immediately after such merger, consolidation or reorganization less than a majority of the combined voting power of the then-outstanding securities of such corporation or person immediately after such transaction are held in the aggregate by the holders of Voting Stock (as that term is hereafter defined) of the Company means the occurrence immediately prior to such transaction;
(ii) The Company sells all or substantially all of its assets to any one other corporation or other legal person, less than a majority of the following on combined voting power of the then-outstanding securities of such corporation or person immediately after such sale are held in the Effective Date:aggregate by the holders of Voting Stock of the Company immediately prior to such sale;
(aiii) the consummation of There is a report filed on Schedule 13D or Schedule 14D-1 (or any transaction (including without limitationsuccessor schedule, any merger, consolidation, tender offer, form or exchange offer) the result of which is that any individual, entity, group or “person” (as such term is used in Sections 13(d)(3) and 14(d)(2report), of each as promulgated pursuant to the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”)), other than disclosing that any person (as the Company, a subsidiary term “person” is used in Section 13(d)(3) or an employee benefit plan Section 14(d)(2) of either, becomes the Exchange Act) has become the beneficial owner (as the term “beneficial owner” (as such term is defined in under Rule 13d-3 and Rule 13d-5 or any successor rule or regulation promulgated under the Exchange Act), directly or indirectly, ) of stock and/or securities of the Company representing 2520% or more of the combined voting power of the Company’s then then-outstanding voting securities,securities entitled to vote generally in the election of directors of the Company (“Voting Stock”);
(biv) The Company files a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule 14A (or any successor schedule, form or report or item therein) that a change in control of the composition Company has or may have occurred or will or may occur in the future pursuant to any then existing contract or transaction; or
(v) If during any period of 2 consecutive years, individuals who at the beginning of any such period constitute the Directors of the Company cease for any reason to constitute at least a majority thereof, provided, however, that for purposes of this clause (v), each Director who is first elected, or first nominated for election by the Company’s stockholders by a vote of at least two-thirds of the Directors of the Company (or a committee thereof) then still in office who were Directors of the Company at the beginning of any such period will be deemed to have been a Director of the Company at the beginning of such period. Notwithstanding the foregoing provisions of Section 1(a)(iii) or 1(a)(iv) hereof, unless otherwise determined in a specific case by majority vote of the Board of Directors of the Company (the “Board”), a “Change in Control” shall not be deemed to have occurred for purposes of this Agreement solely because (i) the Company, as a result of (ii) an entity in which fewer than a majority the Company directly or indirectly beneficially owns 50% or more of the nonvoting securities (a “Subsidiary”), or (iii) any Company-sponsored employee directors are Incumbent Directors. stock ownership plan or any other employee benefit plan of the Company, either files or becomes obligated to file a report or a proxy statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or report or item therein) under the Exchange Act, disclosing beneficial ownership by it of shares of Voting Stock, whether in excess of 20% or otherwise, or because the Company reports that a change in control of the Company has or may have occurred or will or may occur in the future by reason of such beneficial ownership.
(b) Upon the occurrence of a Change in Control at any time during the Term, this Agreement shall become immediately operative.
(c) The period during which this Agreement shall be in effect (the “Incumbent Directors” Term”) shall mean non-employee directors who either (A) are non-employee Directors commence as of the date hereof and shall expire as of the Plan later of (i) the close of business on December 31, 20__ and (ii) the expiration of the Period of Employment (as that term is adoptedhereinafter defined); provided, however, that (A) commencing on January 1, 20__ and each January 1 thereafter, the term of this Agreement shall automatically be extended for an additional year unless, not later than September 30 of the immediately preceding year, the Company or the Executive shall have given notice that it or he, as the case may be, does not wish to have the Term extended and (B) are electedsubject to Section 10 hereof, or nominated if, prior to a Change in Control, the Executive ceases for election, thereafter any reason to the Board of Directors with the affirmative votes of at least a majority be an employee of the Incumbent Directors at Company and any Subsidiary, thereupon the time Term shall be deemed to have expired and this Agreement shall immediately terminate and be of such election or nomination, but “Incumbent Director” shall not include an individual whose election or nomination is in connection with (i) an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934) or an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors or (ii) a plan or agreement to replace a majority of the then Incumbent Directors,no further effect.
Appears in 1 contract
Samples: Employment Agreement (Lubrizol Corp)
Operation of Agreement. 1.01 Unless terminated earlier as provided herein, (a) Sections 1 and 7 through 20 of this Agreement shall terminate on the third anniversary be effective and binding as of the Effective Date; provided, howeverbut, if a Change anything in Control of the Company occurs during the term of this Agreement (the “CiC Date”), the term of this Agreement automatically shall continue until the second anniversary of the CiC Date and then terminate, regardless of the length of the term remaining as of the CiC Date. Notwithstanding any provision of this Agreement to the contrarycontrary notwithstanding, termination Sections 2, 3, 4, 5, and 6 of this Agreement shall not alter or impair any rights or benefits of the Executive (or his estate or beneficiaries) that be effective and binding unless and until there shall have arisen under this Agreement on or prior to such termination, including any contingent rights under paragraph 1.03.
1.02 occurred a Change in Control. For the purpose purposes of this Agreement, the term “a "Change in Control” " will be deemed to have occurred if at any time during the Term (as hereinafter defined) any of the following events shall occur:
(i) The Company is merged, consolidated or reorganized into or with another corporation or other legal entity, and as a result NORMXX X. XXXX XXXLOYMENT AGREEMENT - PAGE 1 2 of such merger, consolidation or reorganization less than a majority of the combined voting power of the then outstanding securities of the Company means or such corporation or other legal entity immediately after such transaction are held in the occurrence aggregate by the holders of any one Voting Stock (as hereinafter defined) of the following on or after Company immediately prior to such transaction and/or such voting power is not held by substantially all of such holders in substantially the Effective Date:same proportions relative to each other;
(aii) the consummation The Company sells (directly or indirectly) all or substantially all of any transaction its assets (including including, without limitation, by means of the sale of the capital stock or assets of one or more Subsidiaries) to any mergerother corporation or other legal entity, consolidation, tender offer, or exchange offer) the result of which less than a majority of the combined voting power of the then outstanding voting securities (entitled to vote generally in the election of directors or persons performing similar functions on behalf of such other corporation or legal entity) of such other corporation or legal entity are held in the aggregate by the holders of Voting Stock of the Company immediately prior to such sale and/or such voting power is that any individual, entity, group or “person” not held by substantially all of such holders in substantially the same proportions relative to each other;
(iii) Any person (as such the term "person" is used in Sections Section 13(d)(3) and or Section 14(d)(2), ) of the Securities Exchange Act of 1934 1934, as amended (the “"Exchange Act”)), other than ") becomes (subsequent to the Company, a subsidiary or an employee benefit plan of either, becomes Effective Date) the “beneficial owner (as the term "beneficial owner” (as such term " is defined in Rule 13d-3 and Rule 13d-5 or any successor rule or regulation promulgated under the Exchange Act), directly or indirectly, ) of stock and/or securities of the Company representing 25% twenty percent (20%) or more of the combined voting power of the Company’s then then-outstanding voting securities,securities entitled to vote generally in the election of directors of the Company ("Voting Stock");
(biv) The Company files a report or proxy statement with the Securities and Exchange Commission pursuant to the Exchange Act disclosing in response to Form 8-K, Schedule 14A or Schedule 14C (or any successor schedule, form or report or item therein) that a change in the composition control of the Board Company has occurred;
(v) If during any one (1) year period, individuals who at the beginning of Directors any such period constitute the directors of the Company, as a result of which fewer than a majority of the non-employee directors are Incumbent Directors. “Incumbent Directors” shall mean non-employee directors who either (A) are non-employee Directors as of the date the Plan is adopted, or (B) are elected, or nominated Company cease for election, thereafter any reason to the Board of Directors with the affirmative votes of constitute at least a majority of thereof, unless the Incumbent Directors at election, or the time of such election or nomination, but “Incumbent Director” shall not include an individual whose election or nomination is in connection with (i) an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934) or an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors or (ii) a plan or agreement to replace a majority of the then Incumbent Directors,for
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Samples: Employment Agreement (Merchants Bancshares Inc /Tx/)
Operation of Agreement. 1.01 The Prior Agreement is hereby terminated and this Agreement replaces the Prior Agreement in full all as of the Effective Date. Unless terminated earlier as provided herein, this Agreement shall terminate on the third anniversary of the Effective Date; provided, however, if a Change in Control (as defined below) of the Company occurs during the term of this Agreement (the “CiC Date”)Agreement, the term of this Agreement automatically shall continue until terminate on the second 18 month anniversary of the effective date of the Change in Control (the “CiC Date and then terminateDate”), regardless of the length of the term remaining as of the CiC Date. Notwithstanding any provision of this Agreement to the contrary, termination of this Agreement shall not alter or impair any rights or benefits of the Executive (or his estate or beneficiaries) that have arisen under this Agreement on or prior to such termination, including any contingent rights under paragraph 1.03.
1.02 For the purpose of this Agreement, the term “Change in Control” of the Company means the occurrence of any one of the following on or after the Effective Date:
(a) the consummation of any transaction (including without limitation, any merger, consolidation, tender offer, or exchange offer) the result of which is that any individual, entity, group or “person” (as such term is used in Sections 13(d)(3) and 14(d)(2), of the Securities Exchange Act of 1934 (the “Exchange Act”)), other than the Company, a subsidiary or an employee benefit plan of either, becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of stock and/or securities of the Company representing 25% or more of the combined voting power of the Company’s then outstanding voting securities,
(b) a change in the composition of the Board of Directors of the Company, as a result of which fewer than a majority of the non-employee directors are Incumbent Directors. “Incumbent Directors” shall mean non-employee directors who either (A) are non-employee Directors as of the date the Plan is adopted, or (B) are elected, or nominated for election, thereafter to the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but “Incumbent Director” shall not include an individual whose election or nomination is in connection with (i) an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934) or an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors or (ii) a plan or agreement to replace a majority of the then Incumbent Directors,
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