This excerpt taken from the SUSQ DEF 14A filed Mar 27, 2009.
10. Change of Control of the Company
As used herein, a Change of Control shall be deemed to have occurred if:
(a) A liquidation or dissolution of the Company (excluding transfers to subsidiaries) or the sale of all or substantially all of the Companys assets occurs;
(b) As a result of a tender offer, stock purchase, other stock acquisition, merger, consolidation, recapitalization, reverse split or sale or transfer of assets, any person or group (as such terms are used in and under Section l3(d)(3) or 14(d)(2) of the Exchange Act) becomes the beneficial owner (as defined in Rule l3-d under the Exchange Act), directly or indirectly, of securities of the Company representing more than 20% of the common stock of the Company or the combined voting power of the Companys then outstanding securities; provided, however, that for purposes of this Subsection 10(b), a person or group shall not include the Company or any subsidiary or any employee benefit plan (or related trust) sponsored or maintained by the Company or any subsidiary;
(c) If at least a majority of the Board at any time does not consist of individuals who were elected, or nominated for election, by directors in office at the time of such election or nomination; or
(d) The Company merges or consolidates with any other corporation (other than a wholly owned subsidiary) and is not the surviving corporation (or survives only as a subsidiary of another corporation).
Notwithstanding the foregoing, the Committee may provide for a different definition of a Change of Control in a Grant Instrument if such Grant is subject to the requirements of Section 409A of the Code and the Grant will become payable on a Change of Control.