Change In Control

Change In Control. Shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall have been satisfied: (I) any Persons other than Rawson Haverty, Mrs. Betty Haverty Smith, and Frank S. McGaughey, Jr., their spouses, lineal descendants, heirs, administrators or representatives or any Person controlled (directly or indirectly) by any of them is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities... beneficially owned by such Person any securities acquired directly from the Company or its affiliates, as such term is defined in the rules and regulations of the Securities and Exchange Commission) that together with equity securities held by such Persons represent more than 50% of the combined voting power of the Company's then outstanding securities; or (II) any Persons, other than Rawson Haverty, Mrs. Betty Haverty Smith, and Frank S. McGaughey, Jr., their spouses, lineal descendants, heirs, administrators or representatives or any Person controlled (directly or indirectly) by any of them acquire (or have acquired during the 12-month period ending on the date of the most recent acquisition by such Persons) ownership of equity securities of the Company possessing 30% or more of the total voting power of the equity securities of the Company; (III) during any period of one year (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in clause (I), (II) or (IV) of this paragraph) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (IV) the shareholders of the Company approve an agreement for the sale or disposition by the Company of all or substantially all the Company's assets. View More

Change In Control. The term "Change in Control" shall have the meaning ascribed to it in the Amended Employment Agreement.

Change In Control. As defined under the terms of the Stock Plan.

Change In Control. A change in the control of the Company and shall be deemed to have occurred upon any of the following events:

Change In Control. The meaning prescribed for such term in the Change in Control Agreement.

Change In Control. The occurrence of any of the following events after the Commencement Date (as defined in Section 2(b)): (i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 as amended (the 'Exchange Act') (a 'Person') of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of voting securities of Griffon when such acquisition causes such Person to beneficially own thirty percent... (30%) or more of the combined voting power of the then outstanding voting securities of Griffon entitled to vote generally in the election of directors (the 'Outstanding Griffon Voting Securities'); provided, however, that for purposes of this subsection (i), the following acquisitions shall not be deemed to result in a Change in Control: (A) any acquisition directly from Griffon, (B) any acquisition by Griffon, (C) any acquisition by (x) any employee benefit plan (or related trust) intended to be qualified under Section 401(a) of the Code or (y) any rabbi trust or feeder trust established in connection with any broad-based employee benefit plan or any employee benefit plan in which Kramer is the sole participant, in each case, sponsored or maintained by Griffon or any corporation controlled by Griffon, or (D) any acquisition pursuant to a transaction that complies with clauses (A) or (B) of subsection (iii) below; (ii) during any period of thirty (30) consecutive months, individuals who at the beginning of such period and any new director whose election by the Board or nomination for election by Griffon's stockholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of any such period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board, but excluding any such new director whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; (iii) the consummation of a reorganization, merger, consolidation or similar form of transaction involving Griffon or any of its subsidiaries ('Business Combination'); excluding, however, such a Business Combination (A) pursuant to which all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Griffon Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than seventy percent (70%) of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such Business Combination in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Griffon Voting Securities, or (B) effected to implement a recapitalization or reorganization of Griffon (or similar transaction) in which no Person acquires more than 30% of the combined voting power of Griffon's then outstanding securities; or (iv) a complete liquidation or dissolution of Griffon or sale or other disposition of all or substantially all of the assets of Griffon, other than to any Subsidiary or any Affiliate. Notwithstanding the foregoing, a Change in Control shall not include any event, circumstance or transaction that results from an action of any Person, entity or group which includes, is affiliated with or is wholly or partly controlled by one or more executive officers of Griffon and in which Kramer participates directly or actively (other than a renegotiation of his employment arrangements or in his capacity as an employee of Griffon or any successor entity thereto or to the business of Griffon). View More

Change In Control. Shall be deemed to have occurred if: (a) During any consecutive twelve-month period, any "person" or group of persons (within the meaning of Section 13(d) of the Act) other than the Company, an Affiliate of the Company, an employee benefit plan sponsored by the Company or any of its Affiliates, or any one or more members of the Lipke family becomes the "beneficial owner" (as defined in section 13(d) of the Exchange Act) of thirty five percent (35%) or more of the then outstanding Voting Stock... through a transaction or series of transactions which have not been arranged by or consummated with the prior approval of the Board of Directors; (b) a majority of the members of the Board of Directors is replaced during any consecutive twelve-month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors prior to the date of appointment or election; (c) the Company enters into a Merger Sale Agreement; provided however, that the entry into a Merger Sale Agreement shall only be deemed a "Change in Control" if the Executive's employment with the Company and all of its Affiliates is terminated without Cause or he resigns for Good Reason during the period beginning on the date the Merger Sale Agreement is executed and ending on the date the Merger Sale is consummated or the Merger Sale Agreement is terminated; or (d) the consummation of a Merger Sale View More

Change In Control. THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (the "Agreement") amends and restates in its entirety as of the 19th day of November, 2007, the Change in Control Agreement by and between Genuine Parts Company, a Georgia corporation (the "Company") and ("Executive"), originally dated as of the day of 2006. The Board of Directors of the Company (the "Board"), has determined that it is in the best interests of the Company and its shareowners to assure that the Company will have the continued... dedication of Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of Executive by virtue of the personal uncertainties and risks created by a threatened or pending Change of Control and to encourage Executive's full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of Executive will be satisfied. Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement. NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: View More

Change In Control. Any of the following: (i) the consummation of a merger, consolidation or reorganization involving the Corporation, unless securities representing more than 50% of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the Persons who beneficially owned the Corporation's outstanding voting securities immediately prior to such transaction; (ii) the... consummation of a transfer, sale or other disposition, in one or a series of related transactions, of all or substantially all of the Corporation's assets to any Person (other than any Person that is directly controlled by or under common control with the Corporation); (iii) the consummation of an acquisition, directly or indirectly, by any Person (other than the Corporation or any Person that is directly controlled by or under common control with the Corporation), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of securities possessing more than 50% of the total combined voting power of the Corporation's outstanding securities; (iv) individuals who constitute the Incumbent Board cease for any reason to constitute at least a majority of the Board; or (v) the consummation of a complete liquidation or dissolution of the Corporation. In no event, however, shall a Change in Control be deemed to occur in connection with (A) a merger or reorganization of the Corporation, the sole purpose of which is to reincorporate the Corporation in a different state, or (B) any public offering of stock, the primary purpose of which is to raise additional capital. Notwithstanding the foregoing definition or any other provision of this Plan, in the case of a 409A Award, where a Change in Control is a payment trigger and not merely a vesting trigger, or where otherwise necessary to ensure that the Participant does not incur liability for additional tax under Section 409A of the Code, a transaction or event (or series of related transactions or events) shall constitute a Change in Control only if, in addition to satisfying the foregoing definition, such transaction or event (or series of related transactions or events) also satisfies the definition of a "change in control event" under Treasury Regulation Section 1.409A-3(i)(5) View More

Change In Control. Means a change in control as defined in Section 1 of the Severance Protection Agreement, as amended, dated April 12, 1999, between the Corporation and Mr. Chabraja as such agreement may be amended from time to time.