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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.”
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