NFP » Topics » Change in Control

This excerpt taken from the NFP DEF 14A filed Apr 21, 2009.

Change in Control

Under the Company’s standard RSU award agreement applicable to all employees (excluding Ms. Bibliowicz) and directors, upon a change in control (as defined below) with respect to the Company, the Participants will be entitled to immediate vesting of all RSU awards so long as such RSU awards are not expressly assumed by a successor to the Company’s business in connection with the change in control.

This excerpt taken from the NFP 8-K filed Mar 27, 2009.
Change of Control. In the event of a Change of Control, no immediate special payment shall be made to any Participant and the terms and conditions of the Plan shall remain in full force and effect. Notwithstanding the foregoing, all Matching Contributions in a Participant’s Deferral Account shall become fully vested upon a Change of Control.

Section 7.05    

This excerpt taken from the NFP DEF 14A filed Apr 14, 2008.

Change in Control

Under the Company’s standard RSU award agreement applicable to all employees (excluding Ms. Bibliowicz) and directors, upon a change in control (as defined above) with respect to the Company, Messrs. Biderman and Hammond will be entitled to immediate vesting of all RSU awards so long as such RSU awards are not expressly assumed by a successor to the Company’s business in connection with the change in control.

This excerpt taken from the NFP 8-K filed Aug 17, 2007.
Change of Control. In the event of a Change of Control, no immediate special payment shall be made to any Participant and the terms and conditions of the Plan shall remain in full force and effect. Notwithstanding the foregoing, all Matching Contributions in a Participant’s Deferral Account shall become fully vested upon a Change of Control.

Section 7.05    

This excerpt taken from the NFP 10-Q filed May 4, 2007.
“Change in Control ” shall be deemed to have occurred if:

(i)            any “person”, as such term is used in Sections 3(a)(9) and 13(d) of the Securities and Exchange Act of 1934, other than NFP or any employee benefit plan sponsored by NFP, becomes a “beneficial owner”, as such term is used in Rule 13d-3 promulgated under that Act, of 30% or more of the outstanding shares of common stock of NFP;

(ii)            the dissolution or sale of all or substantially all of the assets of NFP is consummated;

(iii)          a merger or consolidation is consummated after which (A) the shareholders of NFP immediately prior to the combination do not hold, directly or indirectly, Voting Securities or other ownership interests of the entity or entities, if any, that succeed to the business of NFP having more than 50% of the Voting Power (as defined below) of the combined company in substantially the same proportions as they beneficially owned the Voting Securities of NFP (there being excluded from the Voting Securities held by such shareholders, but not from the Voting Securities of the combined company, any shares received by affiliates of such other company in exchange for securities of such other company) or (B) individuals who were Incumbent Members (as defined below) of NFP’s Board immediately before such combination do not hold a majority of the seats on the Board of Directors of the combined company;

(iv)          at any time after the date hereof, Incumbent Members cease for any reason to constitute at least a majority of the NFP Board; or

(v)           any other event occurs which the Board determines, in its discretion, to be a Change in Control.

(m)          

This excerpt taken from the NFP DEF 14A filed Apr 11, 2007.

Change in Control

In the event a change in control occurs with respect to the Company, Ms. Bibliowicz will be entitled to immediate vesting of all equity awards other than the Type 2 Annual Awards. Generally, pursuant to the CEO Employment Agreement, a change of control would include any of the following events:

 

  (i) any person (other than NFP or any employee benefit plan sponsored by NFP) becomes the beneficial owner of 30% or more of NFP’s outstanding Common Stock;

 

  (ii) the dissolution of sale of all or substantially all of the assets of NFP;

 

  (iii) a merger or consolidation of NFP with any other entity that results in (x) NFP’s directors immediately before the combination comprising less than a majority of the board of the combined entity or (y) the outstanding voting securities of NFP immediately prior to the combination representing less than 50% of the combined voting power after such combination; or

 

  (iv) a majority of NFP’s directors is replaced under certain circumstances.
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