Change in Control Plan means in one or a series of related transactions any of the following: (a) the acquisition (other than solely from the Company) by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) other than the Company or any Subsidiary of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than sixty-six and 2/3 percent (66.66%) of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Voting Securities”); (b) a reorganization, merger, consolidation, share exchange, recapitalization, business combination or similar combination involving the Company or its capital stock (a “Business Combination”), other than a Business Combination in which more than thirty-three and 1/3 percent (33.33%) of the combined voting power of the outstanding voting securities of the surviving or resulting entity immediately following the Business Combination is held by the persons who, immediately prior to the Business Combination, were the holders of the Voting Securities; (c) a sale or other transfer (other than license) of all or substantially all of the Company’s assets (measured by the value or earning power of the assets), including, without limitation, the sale by the Company of its rights under license agreements or similar agreements relating to its technology (including the sale of royalty payment amounts payable to the Company or its shareholders under such agreements); (d) the license or similar agreement by the Company to a third party or third parties, in one or more transactions, of all rights in and to the Company’s technology and, as a result of such transactions, all or substantially all of the Company’s activities consist of monitoring such arrangements and collecting fees and payments due thereunder; or (e) a complete liquidation or dissolution of the Company.
Change in Control Plan means any plan, program, agreement, or arrangement pursuant to which the Corporation or an Affiliate agrees to provide benefits to the Grantee in the event he or she is terminated following a Change in Control.
Change in Control Plan means the Tailored Brands, Inc. Amended and Restated Senior Executive Change in Control Severance Plan, adopted effective September 1, 2017.
Examples of Change in Control Plan in a sentence
Executive Severance and Change in Control Plan, but only to the extent applicable to you as an eligible participant in such Plan.
In furtherance thereof, it is the parties’ understanding that, in the event of a termination under such circumstances, the Executive shall only be entitled to receive benefits payable under either the Change in Control Plan or this Employment Agreement (but not both).
This Agreement may be amended or modified only by a written instrument executed by both the Company and the Employee, and, notwithstanding the provisions of the Change in Control Plan, the language of such Change in Control Plan may not be amended as it applies to the Employee except to the extent subject to a written instrument executed by both parties.
If the Executive receives benefits under the Corporation’s Change in Control Plan (the “CIC Plan”), in the event of Employment Termination (as defined in the CIC Plan), the covenants set forth in Section 3 hereof shall automatically terminate and, if the Executive shall receive all benefits to which the Executive is entitled under the CIC Plan, the Executive waives all benefits hereunder.
This Change in Control Plan establishes and vests in each of the Officers a contractual right to the benefits to which he or she is entitled hereunder.
More Definitions of Change in Control Plan
Change in Control Plan means the Scripps Networks Interactive, Inc. Executive Change in Control Plan, as the same may be amended from time to time, and any successor plan thereto.
Change in Control Plan means (i) in the case of the Company, the 1990 Change in Control and Severance Policy for Top Tier Officers of United States Trust Company of New York and Affiliated Companies; and (ii) in the case of the Corporation, the following: the Benefit Equalization Plan of U.S. Trust Corporation, the 1989 Stock Compensation Plan and Predecessor Plans of U.S. Trust Corporation, the 1995 Stock Option Plan of U.S. Trust Corporation, the Executive Incentive Plan of U.S. Trust Corporation, and the Executive Deferred Compensation Plan of U.S. Trust Corporation. Each plan referred to in (i) and (ii) of the preceding sentence shall mean the plan as in effect on the date of this Agreement, and as amended from time to time thereafter; provided, however, that any such amendment shall be taken into account for purposes of this Agreement only to the extent it would not result in any reduction of the benefits payable hereunder to the Executive with respect to such plan as in effect prior to such amendment.
Change in Control Plan means any plan (including this Plan), program, policy, or agreement or resolution of the Board of Directors of the Corporation or the Trust Company under which a Change in Control Benefit may be provided to a Participant. All Change in Control Plans shall be listed in Schedule C hereto, which shall be amended as necessary, from time to time, by the Committee.
Change in Control Plan means that certain plan that was approved and adopted by the Company Board on August 17, 2006 in order to specify certain benefits that will accrue to Qualified Employees (as such term is defined in the Change In Control Plan) in connection with a change in control.
Change in Control Plan means the Rally Software Development Corp. Change in Control Severance Plan.
Change in Control Plan means any plan (including this Plan), program, policy, or agreement or resolution of the Board of Trustees or Board of Directors (or, with respect to periods prior to the New Holdings Distribution, the Board of Trustees of United States Trust Company of New York or the Board of Directors of U.S. Trust Corporation) under which a Change in Control Benefit may be provided to a Participant. All Change in Control Plans shall be listed in Schedule C hereto, which shall be amended as necessary, from time to time, by the Committee.
Change in Control Plan means the Marathon Oil Company Change in Control Severance Benefit Plan or any similar plan, program, agreement, or arrangement under which the Corporation or a Subsidiary agrees to provide benefits to the Optionee in the event he or she is terminated following a Change in Control or in connection with a Change in Control, as applicable to the Optionee at the relevant time.