This excerpt taken from the FUN 8-K filed May 20, 2008.
CHANGE IN CONTROL PROVISIONS
This excerpt taken from the FUN DEF 14A filed Mar 28, 2008.
CHANGE IN CONTROL PROVISIONS
This excerpt taken from the FUN 10-Q filed Aug 3, 2007.
SECTION 11. CHANGE IN CONTROL PROVISIONS.
(a) IMPACT OF EVENT. Notwithstanding any other provision of the Plan to the contrary, unless the Committee shall determine otherwise at the time of grant with respect to a particular Award, in the event of a Change in Control:
(i) Any Options and Unit Appreciation Rights outstanding as of the date such Change in Control is determined to have occurred, and which are not then exercisable and vested, shall become fully exercisable and vested to the full extent of the original grant.
(ii) The restrictions and deferral limitations applicable to any Restricted Unit shall lapse, and such Restricted Unit shall become free of all restrictions and limitations and become
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fully vested and transferable to the full extent of the original grant.
(iii) All Performance Awards shall be considered to be earned and payable in full, and any deferral or other restriction shall lapse, and such Performance Awards shall be immediately settled or distributed.
(iv) The restrictions and deferral limitations and other conditions applicable to any Other Unit Awards or any other Awards shall lapse, and such Other Unit Awards or such other Awards shall become free of all restrictions, limitations, or conditions and become fully vested and transferable to the full extent of the original grant.
(b) CHANGE IN CONTROL CASH-OUT. Notwithstanding any other provision of the Plan, a Participant holding an Option shall have the right, (whether or not the Option is fully exercisable and in lieu of the payment of the purchase price for the Units being purchased under the Option, during the sixty- (60-) day period from and after a Change in Control (the Exercise Period), by giving notice to the Company, to elect (within the Exercise Period) to surrender all or part of the Option to the Company and to receive cash, within thirty (30) days of such notice, in an amount equal to the amount by which the Fair Market Value per Unit on the date of such election shall exceed the Option price (the Spread) multiplied by the number of Units under the Option being exercised (cashed out).
(c) POOLING OF INTERESTS. Notwithstanding any other provision of the Plan, if any grant or right under the Plan would make a Change in Control transaction ineligible for pooling-of-interests accounting under APB No. 16 that (after giving effect to any other actions taken to cause such transaction to be eligible for such pooling-of-interests accounting treatment) but for the nature of such grant or right would otherwise be eligible for such accounting treatment, the Committee shall have the ability to substitute for cash payable pursuant to such grant or right Units with a Fair Market Value equal to the cash that would otherwise be payable.