QRCP » Topics » Change of Control Provisions

This excerpt taken from the QRCP DEF 14A filed May 20, 2008.
Change of Control Provisions
 
The Omnibus Plan provides that, if, within the one-year period beginning on the date of a Change of Control (as defined in the Omnibus Plan) an employee separates from service with us or a majority owned subsidiary other than due to us terminating the employee’s employment for cause or the employee resigning for good reason (e.g., a material diminution in compensation or status or a required move of over 50 miles), then, all stock options and SARs will become fully vested and immediately exercisable, the restrictions applicable to outstanding restricted stock, deferred shares, and other stock-based awards will lapse, and, unless otherwise determined by the Board of Directors or the Committee, all deferred shares will be settled, and outstanding performance awards will be vested and paid out on a prorated basis, based on the maximum award opportunity of such awards and the number of months elapsed compared with the total number of months in the performance cycle. The Board of Directors or the Committee may also make certain adjustments and substitutions in connection with a Change of Control or similar transactions or events as described under “— Shares Reserved for Awards.”
 
This excerpt taken from the QRCP DEF 14A filed May 3, 2006.
Change of Control Provisions
 
The Omnibus Plan provides that, if, within the one-year period beginning on the date of a Change of Control (as defined in the Omnibus Plan) an employee separates from service with us or a majority owned subsidiary other than due to us terminating the employee’s employment for cause or the employee resigning for good reason (e.g., a material diminution in compensation or status or a required move of over 50 miles), then, all stock options and SARs will become fully vested and immediately exercisable, the restrictions applicable to outstanding restricted stock, deferred shares, and other stock-based awards will lapse, and, unless otherwise determined by the Board of Directors or the Committee, all deferred shares will be settled, and outstanding performance awards will be vested and paid out on a prorated basis, based on the maximum award opportunity of such awards and the number of months elapsed compared with the total number of months in the performance cycle. The Board of Directors or the Committee may also make certain adjustments and substitutions in connection with a Change of Control or similar transactions or events as described under “— Shares Reserved for Awards.”
 

"Change of Control Provisions" elsewhere:

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