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This excerpt taken from the HAS DEF 14A filed Apr 6, 2009. Effect
of a Change of Control
Upon a change in control, whether or not an executive
officer’s employment is terminated, all of such
officer’s options become immediately exercisable and will
be canceled in exchange for payment in the amount of the
difference between the highest price paid for a share of the
Company’s Common Stock in the transaction or series of
transactions pursuant to which the Change of Control shall have
occurred or, if higher, the highest reported sales price of a
share of Common Stock during the
sixty-day
period immediately preceding the date of the Change of Control,
and the exercise price of such options. This payment will be
made in a lump sum in cash or shares of Common Stock, or a
combination thereof, in the discretion of the Compensation
Committee.
Shares of restricted stock, restricted stock units and the
target number of shares subject to contingent stock performance
awards will become immediately vested upon a change in control
and settled in a similar manner as stock options, described
above, except that there is no exercise price for restricted
stock, restricted stock units or performance shares, so the
value received will be the product of the number of shares
multiplied by the highest price paid for a share of the
Company’s Common Stock in the transaction or series of
transactions pursuant to which the Change of Control shall have
occurred or, if higher, the highest reported sales price of a
share of Common Stock during the
sixty-day
period immediately preceding the date of the Change of Control.
For purposes of the Company’s equity incentive plans,
“Change of Control” bears the same definition as
described in the Change of Control Agreements, which are
described below.
This excerpt taken from the HAS DEF 14A filed Apr 8, 2008. Effect
of a Change of Control
Upon a change in control, whether or not an executive
officer’s employment is terminated, all of such
officer’s options become immediately exercisable and will
be canceled in exchange for payment in the amount of the
difference between the highest price paid for a share of the
Company’s Common Stock in the transaction or series of
transactions pursuant to which the Change of Control shall have
occurred or, if higher, the highest reported sales price of a
share of Common Stock during the
sixty-day
period immediately preceding the date of the Change of Control,
and the exercise price of such options. This payment will be
made in a lump sum in cash or shares of Common Stock, or a
combination thereof, in the discretion of the Compensation
Committee.
Shares of restricted stock, deferred restricted stock units and
the target number of shares subject to contingent stock
performance awards will become immediately vested upon a change
in control and settled in a similar manner as stock options,
described above, except that there is no exercise price for
restricted stock, deferred stock units or performance shares, so
the value received will be the product of the number of shares
multiplied by the highest price paid for a share of the
Company’s Common Stock in the transaction or series of
transactions pursuant to which the Change of Control shall have
occurred or, if higher, the highest reported sales price of a
share of Common Stock during the
sixty-day
period immediately preceding the date of the Change of Control.
For purposes of the Company’s equity incentive plans,
“Change of Control” bears the same definition as
described in the Change of Control Agreements, which are
described below.
This excerpt taken from the HAS DEF 14A filed Apr 16, 2007. Effect
of a Change of Control
Upon a change in control, whether or not an executive
officer’s employment is terminated, all of such
officer’s options become immediately exercisable and will
be canceled in exchange for payment in the amount of the
difference between the highest price paid for a share of the
Company’s Common Stock in the transaction or series of
transactions pursuant to which the Change of Control shall have
occurred or, if higher, the highest reported sales price of a
share of Common Stock during the
sixty-day
period immediately preceding the date of the Change of Control,
and the exercise price of such options. This payment will be
made in a lump sum in cash or shares of Common Stock, or a
combination thereof, in the discretion of the Compensation
Committee.
Shares of restricted stock, deferred restricted stock units and
the target number of shares subject to contingent stock
performance awards will become immediately vested upon a change
in control and settled in a similar manner as stock options,
described above, except that there is no exercise price for
restricted stock, deferred stock units or performance shares, so
the value received will be the product of the number of shares
multiplied by the highest price paid for a share of the
Company’s Common Stock in the transaction or series of
transactions pursuant to which the Change of Control shall have
occurred or, if higher, the highest reported sales price of a
share of Common Stock during the
sixty-day
period immediately preceding the date of the Change of Control.
For purposes of the Company’s equity incentive plans,
“Change of Control” bears the same definition as
described in the Change of Control Agreements, which are
described below.
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