Severage Protection Agreement离职保护协
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Whenever ud in this Agreement, the following terms shall have the meanings t forth below and, when the meaning is intended, the initial letter of the word is capitalized.
(a) BASE SALARY means the salary of record paid to the Executive as annual salary, excluding amounts received under incentive or other bonus plans, whether or not deferred.斟字酌句
(b) BENEFICIAL OWNER shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.
(c) BENEFICIARY means the persons or entities deemed designated by the Executive pursuant to Section 10.2 herein.
(d) BOARD means the Board of Directors of the Company.杨辛
如何买电脑(e) BONUS means the greater of: (a) the arithmetic mean of the bonus paid to the Executive pursuant to the Performance Bonus Plan of the Company for the three complete fiscal years immediate
ly preceding the Executive’s Effective Date of Termination; and (b) the target bonus amount for the Executive for the fiscal year in which the Effective Date of Termination occurs.
(f) CAUSE means (a) the Executive’s willful and continued failure to substantially perform his duties with the Company (other than any such failure resulting from Disability or occurring after issuance by the Executive of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to the Executive that specifically identifies the manner in which the Company believes that the Executive has willfully failed to substantially perform his duties, and after the Executive has failed to resume substantial performance of his duties on a continuous basis within thirty (30) calendar days of receiving such demand; (b) the Executive’s willfully engaging in conduct (other than conduct covered under (a) above) which is demonstrably and materially injurious to the Company, monetarily or otherwi; or (c) the Executive’s having been convicted of a felony. For purpos of this subparagraph, no act, or failure to act, on the Executive’s part shall be deemed willful unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the action or omission was in the best interests of the Company.
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(g) CHANGE IN CONTROL means a change in control of a nature that would be required to be reported in respon to Schedule 14A of Regulation 14A promulgated under the Securities Exchang
e Act of 1934 (the Exchange Act ) whether or not the Company is then subject to such reporting requirement, provided that, without limitation, such a Change in Control shall be deemed to have occurred if:
增城白水寨(i) any person (as defined in Sections 13(d) and 14(d) of the Exchange Act) (other than a Participant or group of Participants, the Company or a subsidiary, any employee benefit plan of the Company including its trustee, or any corporation or similar entity which becomes the Beneficial Owner of curities of the Company in connection with a transaction excepted from the provisions of clau (iii) below) is or becomes the beneficial owner (as defined in Rule 13(d-3) under the Exchange Act), directly or indirectly, of curities of the Company (not including the curities beneficially owned or any curities acquired directly from the Company) reprenting thirty percent (30%) or more of the combined V oting Power of the Company’s then outstanding curities;
(ii) the following individuals shall cea to constitute a majority
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of the Board: individuals who on the Effective Date constitute the Board and any new director(s) who appointment or 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 wh
o either were directors on the Effective Date or who appointment or election or nomination for election was previously so approved but excluding, for this purpo, any such new director who 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 connts by or on behalf of a person other than the Board;
(iii) there is consummated a merger, consolidation or similar business combination transaction of the Company (including, for the avoidance of doubt, any business combination structured as a forward or rever triangular merger involving any direct or indirect subsidiary of the Company) with any other company, other than a merger, consolidation or similar business combination transaction which would result in the voting curities of the Company outstanding immediately prior thereto continuing to reprent (either by remaining outstanding or by being converted into voting curities of the surviving entity or any parent thereof) at least sixty percent (60%) of the combined V oting Power of the voting curities of the Company or such surviving entity or parent thereof outstanding immediately after such merger, consolidation or similar
business combination transaction; or
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(iv) the stockholders of the Company approve a plan of complete liquidation of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s asts.
(h) CODE means the United States Internal Revenue Code of 1986, as amended, and any successors thereto.
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(i) COMMITTEE means the Board Committee on Compensation or any other committee appointed by the Board to perform the functions of the Compensation and Organization Committee.
(j) COMPANY means AAA Company, a Delaware corporation, or any successor thereto as provided in Article 9 herein.
(k) DATE OF TERMINATION SHARE PRICE means the average of the high and low prices per share paid in transactions reported on the New York Stock Exchange Composite Tape at the
