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This excerpt taken from the XIDE DEF 14A filed Jul 24, 2009. Incentive
Plans
The Company’s named executive officers, as well as all
other employees who receive grants of options and restricted
stock under the Company’s 2004 Stock Incentive Plan, are
provided with protections in the event of a change in control of
the Company, as defined in the 2004 Plan. Pursuant to the
various award agreements provided to employees, all unvested
options and restricted shares will fully vest if, in connection
with or within twelve months following the consummation of a
change in control, an employee is involuntarily terminated by
the successor company or business. Additionally, regardless of
whether a named executive officer is terminated upon a change in
control, any performance cash award will be paid at the
achievement level at the time of the change in control prorated
by the portion of the performance period in which the named
executive officer worked.
This excerpt taken from the XIDE DEF 14A filed Jul 28, 2008. Incentive
Plans
The Company’s named executive officers, as well as all
other employees who receive grants of options and restricted
stock under the Company’s 2004 Plan, are provided with
protections in the event of a change in control of the Company,
as defined in the 2004 Plan. Pursuant to the various award
agreements provided to employees, all unvested options and
restricted shares will fully vest if, in connection with or
within twelve months following the consummation of a change in
control, an employee is involuntarily terminated by the
successor company or business. Additionally, regardless of
whether named executive officers are terminated upon a change in
control, any performance cash award will be paid at the
achievement level at the time of the change in control prorated
by the portion of the performance period in which the named
executive officer worked.
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This excerpt taken from the XIDE DEF 14A filed Jul 16, 2007. Incentive
Plans
The Company’s executive officers, as well as all other
employees who receive grants of options and restricted stock
under the Company’s 2004 Stock Incentive Plan are provided
with protections in the event of a change in control of the
Company. Pursuant to the various award agreements provided to
employees, all unvested options and restricted shares will fully
vest if, in connection with or within twelve months following
the consummation of a “change in control,” an employee
is involuntarily terminated by the successor company or
business. Additionally, regardless of whether executive officers
are terminated upon a change in control, any performance cash
award will be paid at the achievement level at the time of the
change in control prorated by the portion of the performance
period in which the executive worked.
Pursuant to the Company’s 2004 Stock Incentive Plan, a
“change in control” is defined as follows:
(I) any Person is or becomes the Beneficial Owner, directly
or indirectly, of securities of the Company representing 50% or
more of the combined voting power of the Company’s then
outstanding securities, excluding any Person who becomes such a
Beneficial Owner in connection with a transaction described in
paragraph (III)(B) below;
(II) the following individuals cease for any reason to
constitute a majority of the number of directors then serving:
individuals who, on the date hereof, constitute the Board and
any new director (other than directors whose initial assumption
of office is in connection with an actual or threatened election
contest, including but not limited to a consent solicitation,
relating to the election of directors of the Company) whose
appointment or election by the Board or nomination for election
by the Company’s shareholders was approved or recommended
by the affirmative vote of a majority of the directors then
still in office who either were directors on the date hereof or
whose appointment, election or nomination for election was
previously so approved or recommended (“Continuing
Directors”);
(III) there is consummated a merger or consolidation of the
Company or any direct or indirect subsidiary of the Company with
any other corporation, other than a merger or consolidation in
which (A) the Company’s shareholders receive or retain
voting common stock in the Company or the surviving or resulting
corporation in such transaction on the same pro rata basis as
their relative percentage ownership of Company common stock
immediately preceding such transaction and a majority of the
entire Board of the Company are or continue to be Continuing
Directors following such transaction, or (B) the
Company’s shareholders receive voting common stock in the
corporation which becomes the public parent of the Company or
its successor in such transaction on the same pro rata basis as
their relative percentage ownership of Company common stock
immediately preceding such transaction and a majority of the
entire Board of such parent corporation are Continuing Directors
immediately following such transaction;
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(IV) the sale of any one or more Company subsidiaries,
businesses or assets not in the ordinary course of business and
pursuant to a shareholder approved plan for the complete
liquidation or dissolution of the Company; or
(V) there is consummated any sale of assets, businesses or
subsidiaries of the Company which, at the time of the
consummation of the sale, (x) together represent 50% or
more of the total book value of the Company’s assets on a
consolidated basis or (y) generated 50% or more of the
Company’s pre-tax income on a consolidated basis in either
of the two fully completed fiscal years of the Company
immediately preceding the year in which the Change in Control
occurs; provided, however, that, in either case, any such sale
shall not constitute a Change in Control if such sale
constitutes a Rule
13e-3
transaction and at least 60% of the combined voting power of the
voting securities of the purchasing entity are owned by
shareholders of the Company in substantially the same
proportions as their ownership of the Company immediately prior
to such sale.
Notwithstanding the foregoing, a “Change in Control”
shall not be deemed to have occurred by virtue of the
consummation of any transaction or series of integrated
transactions immediately following which the record holders of
the common stock of the Company immediately prior to such
transaction or series of transactions continue to have
substantially the same proportionate ownership in an entity
which owns all or substantially all of the assets of the Company
immediately following such transaction or series of transactions.
Tax
and Accounting Considerations
Section 162(m) of the Internal Revenue Code generally
disallows a tax deduction to public corporations for
compensation over $1,000,000 paid for any fiscal year to the
corporation’s chief executive officer and four other most
highly compensated executive officers as of the end of any
fiscal year. However, the statute exempts qualifying
performance-based compensation from the deduction limit if
certain requirements are met.
The Committee generally designs components of executive
compensation to ensure full deductibility. The Committee
believes, however, that shareholder interests are best served by
not restricting the Committee’s discretion and flexibility
in crafting compensation programs, even though such programs may
result in certain non-deductible compensation expenses.
Accordingly, the Committee has from time to time approved
elements of compensation for certain officers that are not fully
deductible, and may do so in the future in appropriate
circumstances.
Beginning on April 1, 2006, the Company began accounting
for stock-based compensation, including awards made under the
2004 Plan, in accordance with Statement of Financial Accounting
Standards No. 123R “Share Based Payment”
(“FAS 123R”).
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