Common use of The Beneficiaries Clause in Contracts

The Beneficiaries. All present and future Directors and all “Beneficiaries” of the Original Trust Agreement and/or the Amended and Restated 2003 Indemnification Trust Agreement who were “Beneficiaries” of such trusts as Directors shall be “Beneficiaries” of this Trust (and each a “Beneficiary”), provided, however, that if there is a Change in Control of Grantor, no directors elected or appointed after or in connection with such Change in Control shall be entitled to be Beneficiaries who were not Beneficiaries prior to such Change in Control. For purposes of this Agreement, “Change of Control” shall mean (a) a tender offer or exchange offer in which the purpose of such offer is to take over and control Grantor and such offer is accepted by owners of securities of Grantor representing 50% or more of the combined voting power of Grantor’s then outstanding voting securities, (b) Grantor is merged or consolidated with another corporation and as a result of such merger or consolidation less than 50% of the outstanding voting securities of the surviving or resulting corporation shall then be owned in the aggregate by the former shareholders of Grantor, (c) Grantor transfers substantially all of its assets to another corporation which is not a wholly-owned subsidiary of Grantor, or (d) during any period of twelve (12) consecutive months, individuals who at the beginning of such twelve (12) month period were directors of Grantor cease for any reason to constitute at least a majority of Grantor’s Board of Directors. The Beneficiaries’ Representative shall promptly notify the Trustee in writing of a Change in Control. Any Beneficiary shall remain a Beneficiary despite his or her resignation, removal, or other failure to continue to be a member of Grantor’s Board of Directors during the term of this Agreement. A person whose conduct gives rise to a right of indemnification both as a member of the Board of Directors and as an Officer of Grantor, shall be a Beneficiary hereunder as to all such conduct without being required to separate his or her activities between the role of Director and the role of Officer.

The Beneficiaries. All present and future Directors and all “Beneficiaries” Officers as well as any executive officers of the Original Trust Agreement and/or the Amended and Restated 2003 Indemnification Trust Agreement Grantor who were “Beneficiaries” of such trusts the 1993 Trust (for Covered Acts as Directors defined herein during their employment as an executive officer of Grantor as provided in the 1993 Trust) shall be “Beneficiaries” of this Trust (and each a “Beneficiary”), provided, however, that if there is a Change in Control of Grantor, no directors elected or Officers appointed after or in connection with such Change in Control shall be entitled to be Beneficiaries who were not Beneficiaries under this Agreement, the 2009 Trust or the 1993 Trust prior to such Change in Control. For purposes of this Agreement, “Change of Control” shall mean (a) a tender offer or exchange offer in which the purpose of such offer is to take over and control Grantor and such offer is accepted by owners of securities of Grantor representing 50% or more of the combined voting power of Grantor’s then outstanding voting securities, (b) Grantor is merged or consolidated with another corporation and as a result of such merger or consolidation less than 50% of the outstanding voting securities of the surviving or resulting corporation shall then be owned in the aggregate by the former shareholders of Grantor, (c) Grantor transfers substantially all of its assets to another corporation which is not a wholly-owned subsidiary of Grantor, or (d) during any period of twelve (12) consecutive months, individuals who at the beginning of such twelve (12) month period were directors of Grantor cease for any reason to constitute at least a majority of Grantor’s Board of Directors. The Beneficiaries’ Representative shall promptly notify the Trustee in writing of a Change in Control. Any Beneficiary shall remain a Beneficiary despite his or her resignation, removal, or other failure to continue to be a member of Grantor’s Board of Directors an Officer during the term of this AgreementAgreement as to Covered Acts during such Beneficiary’s service as an Officer or as an executive officer under the 1993 Trust. A person whose conduct gives rise to a right of indemnification both as a member of the Board of Directors and as an Officer of Grantor, shall be a Beneficiary hereunder as to all such conduct without being required to separate his or her activities between the role of Director and the role of Officer.

The Beneficiaries. All present and future Directors and all “Beneficiaries” of the Original 1993 Trust Agreement and/or the Amended and Restated 2003 Indemnification Trust Agreement who were “Beneficiaries” of such trusts the 1993 Trust as Directors shall be “Beneficiaries” of this the Trust (and each a “Beneficiary”), provided, however, that if there is a “Change in Control Control” of Grantor, Grantor no directors elected or appointed after or in connection with such Change in Control shall be entitled to be Beneficiaries who were not Beneficiaries prior to such Change in Control. For purposes of this Agreement, the term “Change of Control” shall mean (a) a tender offer or exchange offer in which where the purpose of such offer is to take over and control Grantor and such offer is accepted by owners of securities of Grantor representing 50% or more of the combined voting power of Grantor’s then outstanding voting securities, (b) Grantor is merged or consolidated with another corporation and as a result of such merger or consolidation less than 50% of the outstanding voting securities of the surviving or resulting corporation shall then be owned in the aggregate by the former shareholders of Grantor, (c) Grantor transfers substantially all of its assets to another corporation which is not a wholly-owned subsidiary of Grantor, or (d) during any period of twelve (12) consecutive months, individuals who at the beginning of such twelve (12) month period were directors of Grantor cease for any reason to constitute at least a majority of Grantor’s Board of Directors. The Beneficiaries’ Representative shall promptly notify the Trustee in writing of a Change in Control. Any Beneficiary shall remain a Beneficiary despite his or her resignation, removal, or other failure to continue to be a member of Grantor’s Board of Directors during the term of this Agreement. A person whose conduct gives rise to a right of indemnification both as a member of the Board of Directors and as an Officer of Grantorofficer, shall be a Beneficiary hereunder as to all such conduct without being required to separate his or her activities between the role of Director director and the role of Officerofficer.

The Beneficiaries. All present and future Directors and all “Beneficiaries” members of the Original Trust Agreement and/or Board of Directors or executive officers of Grantor who are specifically given the Amended and Restated 2003 Indemnification Trust Agreement who were “Beneficiaries” of such trusts as Directors shall be “Beneficiaries” benefits of this Trust (and each a “Beneficiary”)Agreement pursuant to an indemnification agreement substantially similar to the form attached as Exhibit B shall be "Beneficiaries" of the Trust, provided, however, that if there is a "Change in Control Control" of Grantor, Grantor no officers or directors elected or appointed after or in connection with such Change in Control shall be entitled to be Beneficiaries who were not Beneficiaries prior to such Change in Control. For purposes of this Agreement, “the term "Change of Control” " shall mean (a) a tender offer or exchange offer in which where the purpose of such offer is to take over and control Grantor the Company and such offer is accepted by owners of securities of Grantor the Company representing 50% or more of the combined voting power of Grantor’s the Company's then outstanding voting securities, (b) Grantor the Company is merged or consolidated with another corporation and as a result of such merger or consolidation less than 50% of the outstanding voting securities of the surviving or resulting corporation shall then be owned in the aggregate by the former shareholders stockholders of Grantorthe Company, (c) Grantor the Company transfers substantially all of its assets to another corporation which is not a wholly-wholly owned subsidiary of Grantorthe Company, or (d) during any period of twelve (12) consecutive months, individuals who at the beginning of such twelve (12) month period were directors of Grantor the Company cease for any reason to constitute at least a majority of Grantor’s the Board of DirectorsDirectors of the Company. The Beneficiaries’ ' Representative shall promptly notify the Trustee in writing of a Change in Control. A list of the Beneficiaries as of the date of this Agreement is annexed hereto as Exhibit A. Any individual who is or becomes a Beneficiary shall remain a Beneficiary so despite his or her resignation, removal, or other failure to continue to be a an officer or member of Grantor’s the Board of Directors during the term of this Agreement. A person whose conduct gives rise to a right of indemnification both as a member of the Board of Directors and as an Officer of Grantor, shall be a Beneficiary hereunder as to all such conduct without being required to separate his or her activities between the role of Director and the role of Officer.

The Beneficiaries. All present and future Directors and all “Beneficiaries” Officers as well as any executive officers of the Original Trust Agreement and/or the Amended and Restated 2003 Indemnification Trust Agreement Grantor who were “Beneficiaries” of such trusts the 1993 Trust (for Covered Acts during their employment as Directors an executive officer of Grantor as provided in the 1993 Trust) shall be “Beneficiaries” of this the Trust (and each a “Beneficiary”), provided, however, that if there is a “Change in Control Control” of Grantor, Grantor no directors elected or Officers appointed after or in connection with such Change in Control shall be entitled to be Beneficiaries who were not Beneficiaries under this Agreement or the 1993 Trust prior to such Change in Control. For purposes of this Agreement, the term “Change of Control” shall mean (a) a tender offer or exchange offer in which where the purpose of such offer is to take over and control Grantor and such offer is accepted by owners of securities of Grantor representing 50% or more of the combined voting power of Grantor’s then outstanding voting securities, (b) Grantor is merged or consolidated with another corporation and as a result of such merger or consolidation less than 50% of the outstanding voting securities of the surviving or resulting corporation shall then be owned in the aggregate by the former shareholders of Grantor, (c) Grantor transfers substantially all of its assets to another corporation which is not a wholly-owned subsidiary of Grantor, or (d) during any period of twelve (12) consecutive months, individuals who at the beginning of such twelve (12) month period were directors of Grantor cease for any reason to constitute at least a majority of Grantor’s Board of Directors. The Beneficiaries’ Representative shall promptly notify the Trustee in writing of a Change in Control. Any Beneficiary shall remain a Beneficiary despite his or her resignation, removal, or other failure to continue to be a member of Grantor’s Board of Directors an Officer during the term of this AgreementAgreement as to Covered Acts during such Beneficiary’s service as an Officer or as an executive officer under the 1993 Trust. A person whose conduct gives rise to a right of indemnification both as a member of the Board of Directors and as an Officer of Grantorofficer, shall be a Beneficiary hereunder as to all such conduct without being required to separate his or her activities between the role of Director and the role of Officerofficer.

The Beneficiaries. All present and future Directors and all “Beneficiaries” members of the Original Trust Agreement and/or the Amended and Restated 2003 Indemnification Trust Agreement who were “Beneficiaries” Grantor’s Board of such trusts as Directors shall be “Beneficiaries” of this Trust (and each a “Beneficiary”)the Trust, provided, however, that if there is a “Change in Control Control” of Grantor, Grantor no directors elected or appointed after or in connection with such Change in Control shall be entitled to be Beneficiaries who were not Beneficiaries prior to such Change in Control. For purposes of this Agreement, the term “Change of Control” shall mean (a) a tender offer or exchange offer in which where the purpose of such offer is to take over and control Grantor and such offer is accepted by owners of securities of Grantor representing 50% or more of the combined voting power of Grantor’s then outstanding voting securities, (b) Grantor is merged or consolidated with another corporation and as a result of such merger or consolidation less than 50% of the outstanding voting securities of the surviving or resulting corporation shall then be owned in the aggregate by the former shareholders of Grantor, (c) Grantor transfers substantially all of its assets to another corporation which is not a wholly-owned subsidiary of Grantor, or (d) during any period of twelve (12) consecutive months, individuals who at the beginning of such twelve (12) month period were directors of Grantor cease for any reason to constitute at least a majority of Grantor’s Board of Directors. The Beneficiaries’ Representative shall promptly notify the Trustee in writing of a Change in Control. Any Beneficiary shall remain a Beneficiary despite his or her resignation, removal, or other failure to continue to be a member of Grantor’s Board of Directors during the term of this Agreement. A person whose conduct gives rise to a right of indemnification both as a member of the Board of Directors and as an Officer of Grantorofficer, shall be a Beneficiary hereunder as to all such conduct without being required to separate his or her activities between the role of Director director and the role of Officerofficer.

The Beneficiaries. All present and future members of Grantor’s Board of Directors and all “Beneficiaries” of the Original Trust Agreement and/or the Amended present and Restated 2003 Indemnification Trust Agreement who were “Beneficiaries” of such trusts as Directors future Executive Officers shall be “Beneficiaries” of this Trust (and each a “Beneficiary”)the Trust, provided, however, that if there is a “Change in Control Control” of Grantor, Grantor no directors or Executive Officers elected or appointed after or in connection with such Change in Control shall be entitled to be Beneficiaries who were not Beneficiaries prior to such Change in Control. For purposes of this Agreement, the term “Change of Control” shall mean (a) a tender offer or exchange offer in which where the purpose of such offer is to take over and control Grantor and such offer is accepted by owners of securities of Grantor representing 50% or more of the combined voting power of Grantor’s then outstanding voting securities, (b) Grantor is merged or consolidated with another corporation and as a result of such merger or consolidation less than 50% of the outstanding voting securities of the surviving or resulting corporation shall then be owned in the aggregate by the former shareholders stockholders of Grantor, (c) Grantor transfers substantially all of its assets to another corporation which is not a wholly-wholly owned subsidiary of Grantor, or (d) during any period of twelve (12) consecutive months, individuals who at the beginning of such twelve (12) month period were directors of Grantor cease for any reason to constitute at least a majority of Grantor’s Board of DirectorsDirectors (other than due to death, disability or retirement in the ordinary course). The Beneficiaries’ Representative shall promptly notify the Trustee in writing of a Change in Control. Any Beneficiary shall remain a Beneficiary despite his or her resignation, removal, or other failure to continue to be a member of Grantor’s Board of Directors or an Executive Officer during the term of this Agreement. A person whose conduct gives rise to a right of indemnification both as a member of the Board of Directors and as an Officer of GrantorExecutive Officer, shall be a Beneficiary hereunder as to all such conduct without being required to separate his or her activities between the role of Director director and the role of Executive Officer.