CSAR » Topics » Other

This excerpt taken from the CSAR DEF 14A filed Apr 8, 2005.

Other

 

All awards under the Incentive Plan that have not yet vested will vest fully and automatically upon a change of control of the Company. The Incentive Plan defines a “change of control” as the occurrence of any of the following events:

 

    a majority of the Board ceases to consist of a combination of incumbent directors and directors whose election or nomination was approved by at least two thirds of the incumbent directors then on the Board;

 

    any person becomes a beneficial owner of the Company securities representing 25% or more of the combined voting power of the Company’s outstanding voting securities, subject to exceptions described in the Incentive Plan;

 

    the consummation of a merger, consolidation, share exchange or similar business combination that requires the approval of shareholders, subject to exemptions described in the Incentive Plan; or

 

    actions by the Company upon a plan of complete liquidation or dissolution, or to sell all or substantially all of the Company’s assets, in either case with the approval of shareholders.

 

All awards under the Incentive Plan are intended to qualify to the extent possible for exemption from the short-swing profit rules of Section 16 under the Securities Exchange Act of 1934.

 

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