Change in Ownership

Change in Ownership. The meaning ascribed to such term by the Committee and set forth in the applicable Award Certificate.

Change in Ownership. A Change in Ownership occurs if a person or more than one person acting as a group, (within the meaning of Code Section 409A) acquires more than fifty percent (50%) of the stock of the corporation, measured by the total voting power or the total fair market value. Incremental increases in ownership by a person or group that already owns fifty percent (50%) of the corporation do not result in a Change of Ownership, as defined in Treasury Regulations §1.409A-3(i)(5)(v).

Change in Ownership. A Change in Ownership occurs on the date that any one Person, or more than one person acting as a group (as defined above in subsection (a)(i)(D)), acquires ownership of stock of the corporation that, together with stock held by such Person or group, constitutes more than 50 percent of the total fair market value or total voting power of the stock of the corporation. However, if any one Person or more than one Person acting as a group, is considered to own more than 50 percent of the total fair... market value or total voting power of the stock of the corporation, the acquisition of additional stock by the same Person or Persons is not considered to cause a Change in Ownership of the corporation (or to cause a Change in the Effective Control of the corporation. An increase in the percentage of stock owned by any one Person, or Persons acting as a group, as a result of a transaction in which the corporation acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this Section. A Change in Ownership occurs only when there is a transfer of stock of the corporation (or issuance of stock of the corporation) and stock in the corporation remains outstanding after the transaction. View More

Change in Ownership. The only circumstance in which a transaction specified in Section 17 below [Section 2 of this Amendment] will result in acceleration of distribution of Shares shall be in connection with a transaction or series of transactions in which the Company experiences a "change in ownership," a "change in effective control," or a "change in the ownership of a substantial portion of assets," in each case as defined under Code Section 409A and applicable guidance issued thereunder.