Attachment 1






 





CONOCOPHILLIPS


EXECUTIVE RESTRICTED STOCK UNIT PROGRAM


 


FEBRUARY 11, 2020


 


EXECUTIVE
RESTRICTED STOCK UNIT


AWARD TERMS AND
CONDITIONS


 


These Executive Restricted Stock Unit
Award Terms and Conditions describe terms and conditions of Executive
Restricted Stock Unit Awards, as part of the ConocoPhillips Executive
Restricted Stock Unit Program (the “Program”), granted under the 2014 Omnibus
Stock and Performance Incentive Plan of ConocoPhillips (referred to as the
Plan) by ConocoPhillips (the “Company”) to you as an eligible employee (the “Employee”). 
These Terms and Conditions, together with the Award Summary given to each Employee
receiving an Award, form the Award Agreement (the “Agreement”) relating to the
Awards described.  Subject to the Plan and this Agreement, the Company grants
to the Employee Executive Restricted Stock Units.  Individual awards will be as
set forth in the Award Summary given to each Employee to whom an Award is
granted.  The Award Summary for each Employee is made a part of this Agreement
with regard to such Employee.  The Award Summary may be modified at any time to
reflect increased or decreased amounts of the Award due to decisions made prior
to final settlement of the Award, including adjustments related to the
performance of the Company and adjustments related to the performance of the
Employee; provided, however, that after a Change of Control occurs, there shall
be no decrease in the number of Executive Restricted Stock Units granted,
except pursuant to the section titled “Detrimental Activities” below.  Multiple
book entry accounts may be used to reflect the total shares awarded under these
Terms and Conditions.  This and any other administrative activities shall not
be construed to alter these Terms and Conditions.


 


AWARD:         Executive Restricted Stock
Unit (ERSU) Award granted by the Authorized Party under the provisions of the
Plan.  The ERSUs will be noted in a book entry account created for the Employee.


 


ERSU:              A unit evidencing
the right to receive either one share of ConocoPhillips Stock, $.01 par value,
or the Fair Market Value thereof under the circumstances described in these
Terms and Conditions.


 


GRANT DATE AND PRICE: The Grant Date is February 11, 2020.  The Grant Price is set forth on the Award Summary
given to each Employee to whom an award is granted.


 


VOTING RIGHTS:  The named owner of the ERSUs has
no voting rights for the units but is considered the beneficial owner for all
purposes including ownership and control reports such as the annual proxy
statement.


 


DIVIDEND EQUIVALENTS:  ERSUs shall accrue a dividend
equivalent at such times as a dividend is paid on the Stock, which dividend
equivalent shall be credited as reinvested in additional ERSUs as of the date
such dividends are payable, and such additional ERSUs shall be subject to these
terms and conditions.  The number of ERSUs acquired through this reinvestment
of dividend equivalents shall be calculated using the Fair Market Value at the
time the dividend equivalent is accrued.   ERSUs acquired from dividend
equivalents shall be paid at the time and in the manner of settlement of the ERSUs
as set forth in the section titled “Settlement” below.  


 






 


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RETIREMENT
PLAN EARNINGS: 
The issuance of these ERSUs does not constitute earnings under any retirement
plan sponsored by a ConocoPhillips company.  The value of the units at the time
restrictions lapse also does not constitute earnings under any retirement plan
sponsored by a ConocoPhillips company.  Neither the issuance of nor lapsing of
restrictions on ERSUs will have any impact on any retirement plans or any other
compensation plan sponsored by a ConocoPhillips company.


 


TAX INFORMATION:  For an Employee subject to U.S.
tax laws, this matter is more thoroughly covered in the document entitled
"U.S. Tax Aspects of Restricted Stock Units."  However, in general
terms, under current U.S. tax law, the value of these units is not considered
taxable income until the restrictions lapse.


 


RESTRICTIONS:  The following restrictions
relate to the ERSUs:


 


                        The ERSUs (including
any ERSUs arising from accrued dividend equivalents) will be held in escrow for
the Employee.  As provided herein, the Employee will have all rights of
economic ownership to such units including the right to receive dividend
equivalents as set forth in the section titled “Dividend Equivalents” above,
except that the Employee shall not have the right to sell, transfer, assign, or
otherwise dispose of such units until the escrow is terminated (such
restrictions being known as the “Transfer Restrictions”).


 


                        The escrow
shall end on the earliest of any of the following occurrences, with Transfer
Restrictions to lapse and settlement be made as set forth in the section titled
“Settlement” below:


 


1.         
The Termination of the Employee’s employment as a result of Layoff;


2.         
The Termination of the Employee’s employment after Retirement;


3.         
The Employee’s death;


4.         
The Termination of the Employee’s employment following Disability of the Employee;


5.         
The Termination of the Employee’s employment following a Change of
Control; or


6.         
February 19, 2023.


 


                        The
ERSUs eligible for lapsing of Transfer Restrictions and settlement shall be
subject to the cancellation and proration provisions set forth in the section
titled “Termination of Employment” below.


 


                        The
Transfer Restrictions shall lapse and the remaining ERSUs (including any such
that are awarded after the Separation from Service of the Employee) shall be
settled on the date that is the later of (a) the end of the escrow period and
(b) the earliest of the Employee’s death, February 19, 2023, or six months after
the date of the Employee’s Separation from Service for a reason other than
death.


 


TERMINATION OF EMPLOYMENT:


 


1.         
General Rule for Termination.  If, prior to the date on which
restrictions lapse in accordance with the schedule set forth in the Award, the
Employee's employment with a Participating Company shall be terminated for any
reason except death, Disability, Retirement, or Layoff, any ERSUs remaining in
escrow pursuant to such Award (including any ERSUs arising from accrued dividend
equivalents) shall be canceled and all rights thereunder shall cease; 




 


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provided, however, that the Authorized Party may, in its
sole discretion, determine that all or any portion of an Award shall not be
canceled due to Termination of Employment.


2.         
Layoff or Retirement Within Six Months.  If, prior to a date six months
from the date an Award is granted, the Employee's employment with a Participating
Company shall be terminated by reason of Layoff or Retirement, such Award (including any
ERSUs arising from accrued dividend equivalents) shall be canceled and all
rights thereunder shall cease.


3.         
Layoff Within One Year.  If, on or after a date six months from the date
an Award is granted but prior to a date one year from the date an Award is
granted, the Employee's employment with a Participating Company shall be
terminated by reason of Layoff, the Employee shall retain a prorated number of
the Award shares or units granted.  The number of Award shares or units
retained will be computed by multiplying the original number of Award shares or
units granted by a fraction, the numerator of which is the number of full
months of employment from the first day of the month in which the Award was
granted until the date the employee is terminated and the denominator of which
is 12.  Such calculation shall be rounded down to the nearest whole share.  The
ERSUs arising from dividend equivalents shall be recalculated using the
prorated award as the original number of Award shares.  Settlement shall be
made in accordance with the provisions set forth in the section titled
“Settlement” below.  The remainder of the Award shall be canceled, and all
rights thereunder shall cease.


4.         
Layoff After One Year.  If, on or after a date one year from the date an
Award is granted, the Employee's employment with a Participating Company shall
be terminated by reason of Layoff, the Employee shall retain all rights
provided by the Award at the time of such Termination of Employment (including any
ERSUs arising from accrued dividend equivalents).  Settlement shall be made in
accordance with the settlement provisions set forth in the section titled
“Settlement” below.


5.         
Retirement After Six Months.  If, on or after a date six months after the
Grant Date of an Award, the Employee's employment with a Participating Company
shall be terminated by reason of Retirement, the Employee shall retain all
rights provided by the Award at the time of such Termination of Employment (including any
ERSUs arising from accrued dividend equivalents).  Settlement shall be made in
accordance with the settlement provisions set forth in the section titled
“Settlement” below.


6.         
Disability.  If, after the date the Award is granted, an Employee shall
terminate employment following Disability of the Employee, the Employee shall
retain all rights provided by the Award at the time of such Termination of
Employment (including any ERSUs arising from accrued dividend equivalents).  Settlement
shall be made in accordance with the settlement provisions set forth in the
section titled “Settlement” below.


7.         
Death.  If, after the date an Award is granted, an Employee shall die
while in the employ of a Participating Company, or after Termination of Employment by reason of
Retirement, Disability, or Layoff (and prior to the cancellation of the Award),
the restrictions on the Award shall lapse on the date of death, and settlement
shall be made in accordance with the settlement provisions below.  Settlement shall
be made to the beneficiary or beneficiaries designated by the named owner in
accordance with the settlement provisions set forth in the section titled
“Settlement” below.  Such beneficiary or beneficiaries must be set forth under
a properly completed beneficiary designation form acceptable to the
Administrator which is received by the Administrator prior to the death of the
named owner.  In absence of such a beneficiary designation, the personal
representative of the estate of the named owner or the person or persons to
whom the Award shall have been validly transferred by the personal
representative pursuant to will or the laws of descent and distribution shall
have the right to 




 


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settlement of the Award.  No transfer
of an Award, or of the unrestricted Stock or other proceeds of an Award, by
beneficiary designation or by will or by the laws of descent and distribution
shall be effective to bind the Company unless the Administrator shall have been
furnished with written notice thereof, with a copy of the beneficiary
designation or will, and with such other evidence as the Administrator may deem
necessary to establish the validity of the transfer and the acceptance by the
transferee or transferees of the terms and conditions of such Award.


8.         
Divestiture, Outsourcing, or Move to Joint Venture.  If, after the date
the Award is granted, an Employee ceases to be employed by Participating
Company as a result of (a) the outsourcing of a function, (b) the sale or
transfer of all or a portion of the equity interest of such Participating
Company (removing it from the controlled group of companies of which the
Company is a part), (c) the sale of all or substantially all of the assets of
such Participating Company to another employer outside of the controlled group
of corporations (whether the Employee is offered employment or accepts
employment with the other employer), (d) the Termination of the Employee by a
Participating Company followed by employment within a reasonable time with a
company or other entity in which the Company owns, directly or indirectly, at
least a 50% interest, or (e) any other sale of assets determined by the
Authorized Party to be considered a divestiture under this Program, the
Authorized Party may, in its sole discretion, determine that all or a portion
of any such Award shall not be canceled. In such cases, the restrictions on the
Award shall lapse on the date of Termination of the Employee from the employ of
the Company and its subsidiaries, and settlement shall be made in accordance
with the settlement provisions set forth in the section titled “Settlement”
below.


9.         
Change of Control:  Upon a Change of Control, the following shall apply
to the ERSUs (including any ERSUs arising from accrued dividend equivalents):


 


(a)     Each
Employee shall immediately become fully vested in such ERSUs that are not
assumed, or substituted for, by an acquirer in connection with the Change of
Control, and such ERSUs shall not thereafter be forfeitable for any reason,
except as set forth in the section titled “Detrimental Activities” below.


 


(b)     With
regard to any other ERSUs, each Employee shall become fully vested in such
ERSUs upon incurring a Severance following such Change of Control, and such
ERSUs shall not thereafter be forfeitable for any reason, except as set forth
in the section titled “Detrimental Activities” below.


 


(c)     In
the event of vesting of ERSUs pursuant to either paragraph 1 or 2 above, all
restrictions and other limitations applicable to the ERSUs shall lapse and the
ERSUs shall be settled in accordance with the settlement provisions set forth
in the section titled “Settlement” below.


 


SETTLEMENT:  The Company shall, at the time
stated above, register in the  name of the Employee shares of Stock, free of
any restriction, equal to the number of the ERSUs (including any ERSUs arising
from accrued dividend equivalents), and the related ERSUs (including any ERSUs
arising from accrued dividend equivalents) shall be canceled.  Settlement shall be made in whole shares.   


 


In all cases the Employee will be
responsible to pay all required withholding taxes associated with the Award, including cases where a withholding tax obligation arises
prior to the lapsing of Transfer Restrictions set forth in the section titled
“Restrictions” above.  The Employee must pay any required withholding taxes
by having shares equal in value to 




 


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the applicable
withholding taxes withheld by the Company (or such other method as the Company,
in its sole discretion, allows).  The value of the shares withheld for this
purpose shall be an amount consistent with the applicable laws and regulations.
 If Australian tax law applies to
the Employee, then an Award is a scheme to which Subdivision 83A-C of the
Income Tax Assessment Act 1997 of Australia applies (subject to the conditions
in that Act).


 


                        The Fair
Market Value of the Award received by the Employee shall be determined in
accordance with the definition and principles set forth in the Plan.


 


FORFEITURE:  An Employee's right, title, and
interest in ERSUs awarded under the Program (including any ERSUs arising from accrued dividend
equivalents) or
derived from such ERSUs, or the ownership thereof, shall be forfeited if the Employee
terminates employment prior to termination of the escrow period for any reason
other than Termination after Layoff, Termination after Retirement, death,
Termination following Disability, or Termination following a Change in Control;
provided, however, any transfer between the Company and any Subsidiary, or
between Subsidiaries at the request of the Company or such Subsidiaries, shall
not result in forfeiture.  Furthermore, an Employee's right, title, and
interest in ERSUs awarded under the Program (including any ERSUs arising from accrued dividend
equivalents) or
derived from such ERSUs, or the ownership thereof, shall be forfeited if the
Employee terminates employment by reason of Layoff or Retirement and does not
complete six full months of employment after the date of the grant of the Award,
unless otherwise approved by the Authorized Party.


 


DETRIMENTAL ACTIVITIES:  If the Authorized Party
determines that, subsequent to the grant of any Award but prior to any Change of Control, the Employee
has engaged or is engaging in any activity which, in the sole judgment of the
Authorized Party, is or may be detrimental to the Company or a subsidiary, the
Authorized Party may cancel all or part of the ERSUs (including any ERSUs
arising from accrued dividend equivalents) held in escrow pursuant to the Award
granted to that Employee.  Upon any Change of Control, the Authorized Party may
cancel all or part of the ERSUs (including any ERSUs arising from accrued
dividend equivalents) held in escrow pursuant to the Award granted to that Employee
only upon a determination by the Authorized Party that the Employee has given
the Company Cause for such cancellation.


 


                        If the
Authorized Party, in its sole discretion, determines that the lapsing of
restrictions on ERSUs (including any ERSUs arising from accrued dividend
equivalents) held in escrow pursuant to any Award has the possibility of
violating any law, regulation, or decree pertaining to the Company, any of its
subsidiaries, or the Employee, the Authorized Party may freeze or suspend the Employee’s
right to settlement or payout of the Award until such time as the lapse of
restrictions would no longer, in the sole discretion of the Authorized Party,
have the possibility of violating such law, regulation, or decree.


 


                        Notwithstanding
anything herein to the contrary, this Award is subject to forfeiture or recoupment,
in whole or in part, under applicable law, including the Sarbanes-Oxley Act and
the Dodd-Frank Act.


 


RECAPITALIZATION:  Upon any change in the
outstanding stock of the Company by reason of any stock dividend, stock split, reverse stock split, recapitalization,
reclassification, or other similar change, the Committee shall make
corresponding adjustments to the ERSUs (including any
ERSUs arising from accrued dividend equivalents).









 


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DEFINITIONS: 


Capitalized
terms not defined below shall have the meanings set forth in the Plan under
which the Award is granted.


“Administrator” means the CEO,
who is authorized, with regard to outstanding Awards, to administer the Program
and take action under this the Program.  The CEO may delegate such
administrative duties and responsibilities as shall be deemed desirable.  


 “Authorized Party” means the
person who is authorized to approve an Award, exercise discretion, or take
action under the Administrative Procedure for the Executive Restricted Stock
Unit Program and pursuant to the Program.  With regard to Senior Officers, the
Committee is the Authorized Party.  With regard to other Employees, the Chief
Executive Officer, acting as the Special Equity Award Committee of the Board of
Directors of the Company, is the Authorized Party, although the Committee may
act concurrently as the Authorized Party.  The Authorized Party may delegate
duties and responsibilities regarding the operation of the Program, other than
the authority to grant an Award.


“Award” means any Executive
Restricted Stock Units granted to an Employee pursuant to such applicable terms,
conditions, and limitations as the Authorized Party may establish in order to
fulfill the objectives of the Program.


“Cause” means “Cause” as that term
is defined in the Key Employee Change in Control Severance Plan of
ConocoPhillips applied as if an Employee were a participant under such plan. 


“Change of Control” has the
meaning set forth in Attachment A to these Terms and Conditions.


“Chief Executive Officer” or  “CEO”  means the Chief Executive
Officer of the Company.


“Committee” means the
Human Resources and Compensation Committee of the Board of Directors of the
Company, or any successor committee to it.


“Company” means
ConocoPhillips, a Delaware corporation.


“Disability” means a disability for which
the employee in question has been determined to be entitled to either (i)
benefits under the applicable plan of long-term disability of the Company or
its subsidiaries or (ii) disability benefits under the Social Security
Act.  In the absence of any such determination, the Authorized Party may make a
determination that the employee has a Disability.


“Fair Market Value” means, as of
a particular date, the mean between the highest and lowest sales price per
share of such Stock on the consolidated transaction reporting system for the
principal national securities exchange on which shares of Stock are listed on
that date, or, if there shall have been no such sale so reported on that date,
on the last preceding date on which such a sale was so reported, or, at the
discretion of the Committee, the price prevailing on the exchange at a
designated time.


“Good Reason” means “Good Reason”
as that term is defined in the Key Employee Change in Control Severance Plan of
ConocoPhillips applied as if an Employee were a participant under such plan.


“Grant Price” means the
Fair Market Value for one share of Stock as of the date of the grant of an
Award.  Grant Price is not adjusted for any restrictions applicable to the
Award.


“Key Employee Change in Control
Severance Plan of ConocoPhillips” means the plan of that name (or a
successor plan to the plan of that name) in effect on an applicable Change of
Control.  If no plan of that 




 


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name (or successor plan to
the plan of that name) is in effect on an applicable Change of Control, it
shall mean instead the plan of that name in effect on the date of the Award.


“Layoff” means an
applicable Termination of Employment due to layoff under the ConocoPhillips
Severance Pay Plan, the ConocoPhillips Executive Severance Plan, or the
ConocoPhillips Key Employee Change in Control Severance Plan, or layoff or
redundancy under any similar layoff or redundancy plan which the Company or its
subsidiaries may adopt from time to time.  If all or any portion of the
benefits under the redundancy or layoff plan are contingent on the employee’s
signing a general release of liability, such Termination shall not be
considered as a “Layoff” for purposes of this Award unless the employee
executes and does not revoke a general release of liability, acceptable to the
Company, under the terms of such layoff or redundancy plan.  In order to be
considered a layoff for purposes of this Award, the Termination of Employment
must also be considered a Separation from Service.


“Participating Company” includes
ConocoPhillips and its 100% owned subsidiaries, including both those directly
owned and those owned through subsidiaries, whose participation has been
approved by the Authorized Party.


“Executive Restricted Stock Unit” or “ERSU”  means the type
of restricted stock unit issued under the Executive Restricted Stock Unit
Program (as determined by the Authorized Party) that is subject to forfeiture
provisions or that has certain restrictions attached to the ownership thereof.


“Restricted Stock Unit” means a unit
equal to one share of Stock (as determined by the Authorized Party) that is
subject to forfeiture provisions or that has certain restrictions attached to
the ownership thereof.


“Retirement” means
Termination at age 55 or older with a minimum of 5 years of service with a
Participating Company; provided, however, that with regard to an Employee not
on the United States payroll, the CEO may approve the use of a different
definition.  Service is defined by the policies of the Participating Company.


“Senior Officer” means the
Chairman of the Board, the CEO, all other executive officers of the Company
(determined in accordance with the Company’s custom and practice pursuant to
section 16(b) of the Securities Exchange Act of 1934, as amended), all other
employees of the Company who report directly to the CEO and whose salary grade
is 23 or higher, and all other employees of the Company whose salary grade is
26 or higher.


“Severance” means “Severance” as that term is defined in the Key
Employee Change in Control Severance Plan of ConocoPhillips applied as if an
Employee were a participant under such plan, and shall also incorporate the
meaning of the terms “Cause” and “Good Reason” contained in the definition of
“Severance” in such plan.


“Stock” means shares
of common stock of the Company, par value $.01.  Stock may also be referred to
as “Common Stock.”


“Termination,” “Termination of Employment,” and “Separation from Service” each mean
“separation from service” as that term is used in section 409A of the Internal
Revenue Code.


 





 






 


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Attachment A


 


“Change of
Control”


 


The following definitions apply to the Change of
Control provision of the Plan.


“Affiliate”
shall have the meaning ascribed to such term in Rule 12b‐2 of the
General Rules and Regulations under the Exchange Act, as in effect at the time
of determination.


“Associate”
shall mean, with reference to any Person, (a) any corporation, firm,
partnership, association, unincorporated organization or other entity (other
than the Company or a subsidiary of the Company) of which such Person is an
officer or general partner (or officer or general partner of a general partner)
or is, directly or indirectly, the Beneficial Owner of 10% or more of any class
of equity securities, (b) any trust or other estate in which such Person
has a substantial beneficial interest or as to which such Person serves as
trustee or in a similar fiduciary capacity and (c) any relative or spouse
of such Person, or any relative of such spouse, who has the same home as such
Person. 


“Beneficial
Owner” shall mean, with reference to any securities, any Person if:


(a)  
such Person or any of such
Person’s Affiliates and Associates, directly or indirectly, is the “beneficial
owner” of (as determined pursuant to Rule 13d‐3 of the General Rules
and Regulations under the Exchange Act, as in effect at the time of
determination) such securities or otherwise has the right to vote or dispose of
such securities;


(b)  
such Person or any of such
Person’s Affiliates and Associates, directly or indirectly, has the right or
obligation to acquire such securities (whether such right or obligation is
exercisable or effective immediately or only after the passage of time or the
occurrence of an event) pursuant to any agreement, arrangement or understanding
(whether or not in writing) or upon the exercise of conversion rights, exchange
rights, other rights, warrants or options, or otherwise; provided, however,
that a Person shall not be deemed the Beneficial Owner of, or to “beneficially
own,” (i) securities tendered pursuant to a tender or exchange offer made
by such Person or any of such Person’s Affiliates or Associates until such
tendered securities are accepted for purchase or exchange or
(ii) securities issuable upon exercise of Exempt Rights; or


(c)  
such Person or any of such
Person’s Affiliates or Associates (i) has any agreement, arrangement or
understanding (whether or not in writing) with any other Person (or any
Affiliate or Associate thereof) that beneficially owns such securities for the
purpose of acquiring, holding, voting (except as set forth in the proviso to
subsection (a) of this definition) or disposing of such securities or
(ii) is a member of a group (as that term is used in Rule 13d‐5(b)
of the General Rules and Regulations under the Exchange Act) that includes any
other Person that beneficially owns such securities;


provided, however, that nothing
in this definition shall cause a Person engaged in business as an underwriter
of securities to be the Beneficial Owner of, or to “beneficially own,” any
securities acquired through such Person’s participation in good faith in a firm
commitment underwriting until the expiration of 40 days after the date of such
acquisition.  For purposes hereof, “voting” a security shall include voting,
granting a proxy, consenting or making a request or demand relating to
corporate action (including, without limitation, a demand for a shareholder
list, to call a shareholder meeting or to inspect corporate books and records)
or otherwise giving an authorization (within the meaning of section 14(a)
of the Exchange Act) in respect of such security.






 


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The terms “beneficially own” and “beneficially owning” shall have
meanings that are correlative to this definition of the term “Beneficial
Owner.”


“Board” shall
have the meaning set forth in the Plan.


“Change of
Control” shall mean any of the following occurring on or after January 1, 2020:


(a)  
any Person (other than an Exempt
Person) shall become the Beneficial Owner of 20% or more of the shares of
Common Stock then outstanding or 20% or more of the combined voting power of
the Voting Stock of the Company then outstanding; provided, however, that no
Change of Control shall be deemed to occur for purposes of this
subsection (a) if such Person shall become a Beneficial Owner of 20% or
more of the shares of Common Stock then outstanding or 20% or more of the
combined voting power of the Voting Stock of the Company then outstanding
solely as a result of (i) any acquisition directly from the Company or
(ii) any acquisition by a Person pursuant to a transaction that complies
with clauses (i), (ii), and (iii) of subsection (c) of this
definition;


(b)  
individuals who, as of January 1, 2020,
constitute the Board (the “Incumbent Board”) cease for any reason to constitute
at least a majority of the Board; provided, however, that any individual
becoming a director subsequent to January 1, 2020 whose election, or nomination
for election by the Company’s shareholders, was approved by a vote of at least
a majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board;
provided, further, that there shall be excluded, for this purpose, any such
individual whose initial assumption of office occurs as a result of any actual
or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board;


(c)  
the Company shall consummate a
reorganization, merger, statutory share exchange, consolidation, or similar
transaction involving the Company or any of its subsidiaries or sale or other
disposition of all or substantially all of the assets of the Company, or the
acquisition of assets or securities of another entity by the Company or any of
its subsidiaries (a “Business Combination”), in each case, unless, following
such Business Combination, (i) 50% or more of the then outstanding shares of
common stock of the corporation, or common equity securities of an entity other
than a corporation, resulting from such Business Combination and the combined
voting power of the then outstanding Voting Stock of such corporation or other
entity are beneficially owned, directly or indirectly, by all or substantially
all of the Persons who were the Beneficial Owners of the outstanding Common
Stock immediately prior to such Business Combination in substantially the same
proportions as their ownership, immediately prior to such Business Combination,
of the outstanding Common Stock, (ii) no Person (excluding any Exempt Person
or any Person beneficially owning, immediately prior to such Business
Combination, directly or indirectly, 20% or more of the Common Stock then
outstanding or 20% or more of the combined voting power of the Voting Stock of
the Company then outstanding) beneficially owns, directly or indirectly, 20% or
more of the then outstanding shares of common stock of the corporation, or
common equity securities of an entity other than a corporation, resulting from
such Business Combination or the combined voting power of the then outstanding
Voting Stock of such corporation or other entity, and (iii) at least a
majority of the members of the board of directors of the corporation, or the
body which is most analogous to the board of directors of a corporation if not
a corporation, resulting from such Business Combination were members of the
Incumbent Board at the time of the initial agreement or initial action by the
Board providing for such Business Combination; or






 


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(d)   the shareholders of the Company shall approve a complete
liquidation or dissolution of the Company unless such liquidation or
dissolution is approved as part of a transaction that complies with clauses
(i), (ii), and (iii) of subsection (c) of this definition.


“Common Stock”
shall have the meaning set forth in the Plan.


“Company” shall
have the meaning set forth in the Plan.


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.


“Exempt Person”
shall mean any of the Company, any entity controlled by the Company, any
employee benefit plan (or related trust) sponsored or maintained by the Company
or any entity controlled by the Company, and any Person organized, appointed,
or established by the Company for or pursuant to the terms of any such employee
benefit plan.


“Exempt Rights”
shall mean any rights to purchase shares of Common Stock or other Voting Stock
of the Company if at the time of the issuance thereof such rights are not
separable from such Common Stock or other Voting Stock (i.e., are not
transferable otherwise than in connection with a transfer of the underlying
Common Stock or other Voting Stock), except upon the occurrence of a
contingency, whether such rights exist as of January 1, 2020 or are thereafter
issued by the Company as a dividend on shares of Common Stock or other Voting
Securities or otherwise.


“Person” shall
mean any individual, firm, corporation, partnership, association, trust,
unincorporated organization, or other entity.


“Voting Stock”
shall mean, (a) with respect to a corporation, all securities of such corporation
of any class or series that are entitled to vote generally in the election of,
or to appoint by contract, directors of such corporation (excluding any class
or series that would be entitled so to vote by reason of the occurrence of any
contingency, so long as such contingency has not occurred) and (b) with respect
to an entity which is not a corporation, all securities of any class or series
that are entitled to vote generally in the election of, or to appoint by
contract, members of the body which is most analogous to the board of directors
of a corporation.


 








 


Effective 2/11/2020                                               - 10 -