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Under the DCP, employer contributions will become 100% vested upon a change in control or separation of
service for reason of death, disability or normal retirement at or after attaining age 65, and participants in the
DCP may receive a single distribution of the benefits accrued thereunder upon termination of employment. A
"change in control" under the DCP is generally defined as (i) the acquisition by any person of 50% or more of the
combined voting power of the total fair market value or total voting power of the stock of the Company, (ii) the
acquisition by any person during a 12-month period of ownership of stock of the Company possessing 35% or
more of the total voting power of the stock of the Company, (iii) a majority of members of the Board is replaced
during any twelve month period by directors whose appointment or election is not endorsed by a majority of the
Board before the date of the appointment or election, or (iv) the acquisition by any person of assets from the
Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value
of all of the assets of the Company.
The Company has not made any recent employer contributions to the DCP and any previous contributions
have already met the required vesting criteria. We believe that providing the Named Executive Officers with
deferred compensation opportunities is a cost-effective way for officers to receive the tax benefits associated
with delaying the income tax event on the compensation deferred, although the related deduction for the
Company is also deferred.
Post-Termination Compensation
Post-Termination Arrangements. We have not entered into change in control or other post-termination
agreements with any of our Named Executive Officers or other members of the executive management team.
However, pursuant to awards granted to our Named Executive Officers under the 2008 Incentive Plan, unvested
restricted stock units and stock appreciation rights will become fully exercisable or vested upon a change in
control or death, and will terminate upon any other termination of employment.
A "change in control" is generally defined under the 2008 Incentive Plan as the occurrence of any of the
following events: (i) the acquisition by any person of 30% or more of the combined voting power of our
outstanding securities (or an additional 10% of such voting power by a 30% or greater holder of such voting
power); (ii) individuals who on the effective date of the 2008 Incentive Plan constituted our Board of Directors
and their successors or other nominees that are appointed or otherwise approved by a vote of at least a majority
of the directors then still in office who either were directors on the effective date or whose appointment, election
or nomination for election was previously so approved or recommended, cease for any reason to constitute a
majority of the Board of Directors; (iii) there is a merger or consolidation of the Company or any direct or
indirect subsidiary, other than (a) a merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior to such transaction continuing to represent at least 60% of the combined
voting power of the surviving entity or (b) a merger or consolidation effected to implement a recapitalization of
the Company (or similar transaction) in which no person is or becomes the beneficial owner of securities of the
Company representing 30% or more of the combined voting power of the Company's then outstanding securities;
(iv) stockholder approval of a plan of complete liquidation or dissolution of the Company, or consummation of
an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, other
than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least
60% of the combined voting power of the voting securities of which are owned by stockholders of the Company
in substantially the same proportions as their ownership of the Company immediately prior to such sale; or
(v) any tender or exchange offer is made to acquire 30% or more of the securities of the Company, other than an
offer made by the Company, and shares are acquired pursuant to that offer.
In addition, in the event of death or a change in control of the Company, all outstanding restricted stock
units and stock appreciation rights under our 2004 Incentive Plan will become fully exercisable or vested.
Unvested restricted stock units and stock appreciation rights granted under the 2004 Incentive Plan terminate
upon any other termination of employment.
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