Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K 10-K Text 63 331K
3: EX-10 Exhibit 10.10 23 94K
4: EX-10 Exhibit 10.10.1 2 12K
5: EX-10 Exhibit 10.11 26 105K
6: EX-10 Exhibit 10.11.1 2 13K
7: EX-10 Exhibit 10.22.4 3 14K
8: EX-10 Exhibit 10.25 15 60K
9: EX-10 Exhibit 10.29.2 4 17K
10: EX-10 Exhibit 10.33.1 4 19K
2: EX-10 Exhibit 10.8.3 7 29K
11: EX-21 Exhibit 21.1 1 5K
12: EX-23 Exhibit 23.0 1 6K
13: EX-27 Financial Data Schedule 1 8K
EX-10 — Exhibit 10.29.2
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EXHIBIT 10.29.2
Amendment to Equity Incentive Plan (1995)
7.3 A Change in Control Provision
As used herein, a Change in Control and related definitions shall have
the meanings as set forth in Section 7.3 C below.
Immediately prior to the occurrence of a Change in Control:
(a) Each Option and Stock Appreciation Right shall automatically become
fully exercisable unless the Committee shall otherwise expressly
provide at the time of grant.
(b) Restrictions and conditions on Restricted Stock, Deferred Stock,
Performance Units and Other Stock-based Awards shall automatically be
deemed waived to the extent, if any, specified (whether at or after
time of grant) by the Committee.
In addition to the foregoing and Sections 6.1(d), 6.2(d), 6.3(d) and
6.4, the Committee may at any time prior to or after a Change in
Control accelerate the exercisability of any Options and Stock
Appreciation Rights and may waive restrictions, limitations and
conditions on Restricted Stock, Deferred Stock, Performance Units and
Other Stock-based Awards to the extent it shall in its sole discretion
determine.
7.3 B Certain Corporate Transactions.
(a) In the event of a consolidation or merger in which the Company is
not the surviving corporation or which results in the acquisition of
substantially all the Company's outstanding Stock by a single person or
entity or by a group of persons and/or entities acting in concert, or
in the event of the complete liquidation of the Company or the sale or
transfer of substantially all of the Company's assets (a "Covered
Transaction"), all outstanding Options will terminate as of the
effective date of the Covered Transaction, provided that at least
twenty (20) days prior to the effective date of any such merger,
consolidation, liquidation or sale of assets, but subject to Paragraphs
(c) and (d) below, the Committee shall make all outstanding Options
exercisable immediately prior to consummation of such Covered
Transaction (to the extent that such Options are not exercisable
immediately prior to the consummation of the Covered Transaction
pursuant to Section 7.3 A).
(b) Subject to Paragraphs (c) and (d) below, the Committee may, in its
sole discretion, prior to the effective date of the Covered
Transaction, (1) remove the restrictions from each outstanding share of
Restricted Stock, (2) cause the Company to make any payment and provide
any benefit under each outstanding Deferred Stock Award, Performance
Award, and Supplemental Grant which would have been made or provided
with the passage of time had the transaction not occurred and the
Participant remained an employee, and (3) forgive all or any portion of
the principal of or interest on a loan.
(c) If an outstanding Option or Other Award is subject to performance
or other conditions (other than conditions relating the mere passage of
time and continued employment) which will not have been satisfied at
the time of the Covered Transaction, the Committee may, in its sole
discretion, remove such conditions. If it does not do so however, such
Option or Other Award will terminate, because the conditions have not
been satisfied, as of the date of the Covered Transaction
notwithstanding Paragraph (a) and (b) above.
(d) With respect to an outstanding Option or Other Award held by the
participant who, following the Covered Transaction, will be employed by
a corporation which is a surviving or acquiring corporation in such
transaction or an affiliate of such a corporation, the Committee may,
in lieu of the action of the Committee described in Paragraphs (a) or
(b) above or in addition to any Option being exercisable immediately
prior to consummation of the Covered Transaction pursuant to Section
7.3A above, arrange to have such surviving or acquiring corporation or
affiliate assume the Option or Other Award or grant to the Participant
a replacement Option or other Award which, in the judgment of the
Committee, is substantially equivalent to the Option or Other Award. In
the case of an assumed or substitute Option intended to be an Incentive
Stock Option, the requirements of Section 424 (a) of the Code shall be
satisfied except as otherwise provided by the Committee.
7.3 C Change in Control and Related Definitions.
A "Change in Control" shall be deemed to have occurred if the
conditions set forth in any one of the following paragraphs shall have
been satisfied:
(a) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing 35% or more of
the combined voting power of the Company's then outstanding securities;
or
(b) during any period of not more than two consecutive years (not
including any period prior to October 26, 1994), individuals who at the
beginning of such period constitute the Board and any new director
(other than a director designated by a Person who has entered into an
agreement with the Company to effect a transaction described in Clause
(a), (c) or (d) of Section 7.3 C) whose election by the Board or
nomination for election by the Company's stockholders was approved by a
vote of at least two-thirds (2/3) of the directors then still in office
who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease
for any reason to constitute a majority thereof; or
(c) the shareholders of the Company approve a merger or consolidation
of the Company with any other corporation, other than
(1) a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining
outstanding or being converted into voting securities of the
surviving entity) 60% or more of the combined voting power of
the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or
(2) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in
which no person acquires 35% or more of the combined voting
power of the Company's then outstanding securities; or
(d) the shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all the Company's assets.
Notwithstanding the foregoing provisions of this Section 7.3C, a
"Change in Control" will not be deemed to have occurred solely because
of (i) the ownership or acquisition of securities of the Company (or
any reporting requirement under the Securities Exchange Act of 1934)
relating thereto) by an employee benefit plan maintained by the Company
for the benefit of employees or by ownership or acquisition (whether
accomplished by merger, consolidation, purchase or otherwise) by any of
Ben Cohen, Jerry Greenfield, Jeffrey Furman and Perry Odak or their
"affiliates" or "associates" (as such terms are defined in Rule 12b-2
under the Act) or members of their families (or trusts for their
benefit) or charitable trusts established by any of them and/or other
related management group.
In the foregoing provisions of this Section 7.2, the following terms
shall have the meanings set forth below:
"Person" shall have the meaning given in Section 3 (a) (9) of the
Securities Exchange Act of 1934, as modified and used in Sections 13 9d
and 14 (d) thereof; however, a Person shall not include
(1) the Company or any controlled subsidiary of the Company,
(2) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or
(3) a corporation or other entity owned, directly or
indirectly, by the shareholders of the Company in
substantially the same proportions as their ownership of stock
of the Company.
"Beneficial Owner" shall have the meaning defined in Rule 13d-3 under
the Securities Exchange Act of 1934 as amended from time to time.
Dates Referenced Herein
| Referenced-On Page |
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| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 3/26/99 | | | | | | | None on these Dates |
| For Period End: | | 12/26/98 |
| | 10/26/94 | | 2 |
| List all Filings |
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