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This excerpt taken from the VRSO 8-K filed Dec 21, 2007. Change
of
Control. For purposes of this Plan, except as may be otherwise defined in
an individual Participant’s Evidence of Award, a “Change of Control” shall mean
the occurrence of any of the following events:
(a) the
sale, lease, exchange or other transfer, directly or indirectly, of
substantially all of the assets of the Company (in one transaction or in
a
series of related transactions) to a Person that is not controlled by the
Company;
(b) the
approval by the shareholders of the Company of any plan or proposal for the
liquidation or dissolution of the Company;
(c) any
person becomes after the Effective Date the beneficial owner (within the
meaning
of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly,
of
(i) 20% or more, but less than 50%, of the then-outstanding Voting Securities
of
the Company unless the transaction resulting in such ownership has been approved
in advance by the Incumbent Directors, or (ii) 50% or more of the
then-outstanding Voting Securities of the Company (regardless of any approval
by
the Incumbent Directors) other than as a result of a merger, consolidation
or
share exchange that would not constitute a Change of Control pursuant to
Section
12(d) of this Plan;
12
(d) a
merger or consolidation to which the Company is a party, or a share exchange
in
which the Company exchanges the Company’s shares for shares of another
corporation, if the shareholders of the Company immediately prior to the
effective date of such merger, consolidation or share exchange have beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
Act),
immediately following the effective date of such merger, consolidation or
share
exchange, of securities of the surviving corporation representing 50% or
less of
the then-outstanding Voting Securities of the surviving corporation (regardless
of any approval by the Incumbent Directors) unless persons who are Incumbent
Directors immediately prior to the effective date of such merger, consolidation
or share exchange constitute a least a majority of the board of directors
of the
surviving corporation immediately after such effective date;
(e) the
Incumbent Directors cease for any reason to constitute at least a majority
of
the Board;
(f) the
Surviving Incumbent Directors cease for any reason to constitute at least
a
majority of the board of directors of the surviving corporation resulting
from a
merger or consolidation to which the Company is a party, or a share exchange
in
which the Company exchanges the Company’s shares for shares of another
corporation, which does not constitute a Change of Control as a result of
Section 12(d) of this Plan; or
(g) any
other change in control of the Company of a nature that would be required
to be
reported pursuant to Section 13 or 15(d) of the Exchange Act, whether or
not the
Company is then subject to such reporting requirements.
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