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This excerpt taken from the HAS DEF 14A filed Apr 16, 2007. (a) Change
in Control
(1) Upon the occurrence of an event constituting a Change
in Control, all Awards outstanding on such date shall become
100% vested and shall be paid in cash to the Participant as soon
as may be practicable, less all applicable withholding taxes.
Upon such payment, such Awards shall be cancelled.
(2) The amount of cash to be paid with respect to Stock
Options, SARs, Restricted Stock, Deferred Stock and Unrestricted
Stock shall be determined by multiplying the number of such
Awards by (i) in the case of Restricted Stock, Unrestricted
Stock and Deferred Stock, the CIC Price, provided,
however, that in the case where the performance period, if
any, has been completed on or prior to the occurrence of a
Change in Control, the number of Awards to be multiplied shall
be the number of shares issued or vested pursuant to the Award
as determined in
Table of Contents
accordance with the Award agreement and in the case where the
performance period, if any, has not been completed upon the
occurrence of a Change in Control, the number of Awards to be
multiplied shall be the higher of the target number of such
Awards as determined by the Administrator at the time of grant
and the number of shares issuable based on actual performance to
date, in each case prorated based on the number of fiscal years
then completed during the performance period, (ii) in the
case of Stock Options, the difference between the exercise price
per share and the CIC Price, if the CIC price is higher, and
(iii) in the case of SARs, the difference between the
exercise or designated price per share and the CIC Price, if the
CIC price is higher. In addition, all accrued dividends and
dividend equivalents or interest accrued on deferred settlements
shall be paid. In the case of Cash Awards the amount of cash to
be paid shall be determined, (i) where the performance
period, if any, has been completed on or prior to the occurrence
of a Change in Control, the value of such award as determined in
accordance with the Award agreement and (ii) where the
performance period, if any, has not been completed upon the
occurrence of Change in Control, the higher of the target value
of such awards as determined by the Administrator at the time of
grant and the value of such awards based on actual performance
to date, in each case prorated based on the number of fiscal
years then completed during the performance period.
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