Definition of Change in Control (2010 Grant)


Change in Control (2010 Grant) means an event when (i) any Person, alone or together with its Affiliates and Associates or otherwise, shall become an Acquiring Person otherwise than pursuant to a transaction or agreement approved by the Board prior to the time the Acquiring Person became such, or (ii) a majority of the Board shall change within any 24-month period unless the election or the nomination for election by the Company's stockholders of each new director has been approved by a vote of at least a majority of the directors then still in office who were directors at the beginning of the period. For the purposes hereof, the terms Person, Affiliates, Associates and Acquiring Person shall have the meanings given to such terms in the Rights Agreement dated as of June 17, 1998 between the Company and Harris Trust and Savings Bank. Notwithstanding the foregoing, if a Restricted Stock Unit (2010 Grant) granted under this Plan is or becomes subject to Section 409A of the Code, then with respect to such Restricted Stock Unit, "Change in Control (2010 Grant)" means a change in control event as to the Company, as defined in Section 409A of the Code and the regulations thereunder.
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Examples of Change in Control (2010 Grant) in a sentence

With respect to Restricted Stock Units (2010 Grant), in the event of a Change in Control (2010 Grant), the provisions of Sections 9(a) and (c) shall not apply (except for Section 9(c)(iv), which shall apply), any election by a Director to defer settlement of Restricted Stock Units (2010 Grant) pursuant to Section 11 shall be cancelled and any such Restricted Stock Units outstanding under this Plan shall vest and be paid immediately.