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 either (i) the Tailored Brands, Inc. Senior Executive Change in Control Severance Plan, adopted effective September 8, 2016, or (ii) the Tailored Brands, Inc. Vice President Change in Control Severance Plan, amended and restated effective September 8, 2016.
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 any such event, the treatment of the Options shall be governed by the applicable provisions of the Executive Change in Control Plan and Section 12 of the Plan.
In the event of a Change in Control, the vesting of the Options may be accelerated pursuant to the Company’s Executive Change in Control Plan or pursuant to Section 12 of the Plan.
The Severance Pay Plan and the Change in Control Plan may be amended or modified at any time at the discretion of the HRCC.
If an employment agreement between the Company and the Participant is in effect or a change in control plan or policy is in effect in which the Participant participates or to which such Participant is subject (including, without limitation, the AAM Executive Officer Change in Control Plan), "Cause" has the meaning, if any, defined therein.
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 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 (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 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, as applicable to the Optionee at the relevant time.