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EPCT » Topics » Change in Control

This excerpt taken from the EPCT DEF 14A filed Apr 23, 2007.
Change in Control
 
In the event any of the following events occur, the Compensation Committee may in its discretion at any time prior to the event, provide that all outstanding stock options and unvested cash awards shall immediately vest and become exercisable and any restrictions on restricted stock awards shall immediately lapse:
 
  •  Any person(s), as such term is defined in Section 13(d) of the Exchange Act as of the Effective Date, or group of persons, becomes directly or indirectly, a “beneficial owner” as such term is used as of the Effective Date in Rule 13d-3 promulgated under the Exchange Act, of 50% or more of the Voting Securities of the Company (measured either by number of Voting Securities or voting power) (“Voting Securities” means issued and outstanding securities of any class or classes having general voting power, under ordinary circumstances in the absence of contingencies, to elect, the members of the Board of Directors, or other governing body, of the Company)
 
  •  A majority of the Board of Directors consists of individuals other than “Incumbent Directors” which term means the members of the Board of Directors on the Effective Date; provided that any individual becoming a director subsequent to such date whose election or nomination for election was supported (other than in connection with any actual or threatened proxy contest) by two-thirds of the directors who then comprised the Incumbent Directors shall be considered to be an Incumbent Director; or
 
  •  The Company combines with another entity and is the surviving entity
 
  •  All or substantially all of the assets or business of the Company is disposed of pursuant to a sale, merger, consolidation, liquidation, dissolution or other transaction or series of transactions (collectively, a “Triggering Event”) unless the holders of Voting Securities of the Company immediately prior to such Triggering Event beneficially own, directly or indirectly, by reason of their ownership of Voting Securities of the Company immediately prior to such Triggering Event, more than 50% of the Voting Securities (measured both by number of Voting Securities and by voting power) of (x) the Company, in the case of a combination in which the Company is the surviving entity and (y) in any other case, the entity if any that succeeds to substantially all of the Company’s business and assets.
 

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