1.10
"BOARD" SHALL MEAN THE BOARD OF DIRECTORS OF THE
PRINCIPAL SPONSOR.
1.11
"BONUS" SHALL MEAN ANY COMPENSATION, IN ADDITION
TO BASE ANNUAL SALARY, LTIP AMOUNTS, OPERATOR SHARE DIVIDENDS AND OPERATOR SHARE
BONUS, PAYABLE TO A PARTICIPANT DURING A PLAN YEAR, UNDER ANY BONUS AND CASH
INCENTIVE PLANS, EXCLUDING STOCK OPTIONS.
1.12
"CHANGE IN CONTROL" SHALL MEAN ANY OF THE
FOLLOWING EVENTS OR TRANSACTIONS:
(A)
A CHANGE IN CONTROL OF A NATURE THAT WOULD
BE REQUIRED TO BE REPORTED IN RESPONSE TO ITEM 6(E) OF SCHEDULE 14A OF
REGULATION 14A PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
(THE "EXCHANGE ACT"), WHETHER OR NOT THE PRINCIPAL SPONSOR IS THEN SUBJECT TO
SUCH REPORTING REQUIREMENT.
(B)
THE PUBLIC ANNOUNCEMENT (WHICH, FOR PURPOSES
OF THIS DEFINITION, SHALL INCLUDE, WITHOUT LIMITATION, A REPORT FILED PURSUANT
TO SECTION 13(D) OF THE EXCHANGE ACT) BY THE PRINCIPAL SPONSOR OR ANY "PERSON"
(AS SUCH TERM IS USED IN SECTIONS 13(D) AND 14(D) OF THE EXCHANGE ACT) THAT SUCH
PERSON HAS BECOME THE "BENEFICIAL OWNER" (AS DEFINED IN RULE 13D-3 PROMULGATED
UNDER THE EXCHANGE ACT), DIRECTLY OR INDIRECTLY, OF SECURITIES OF THE PRINCIPAL
SPONSOR:
3
(I)
REPRESENTING TWENTY PERCENT (20%) OR
MORE OF THE COMBINED VOTING POWER OF THE PRINCIPAL SPONSOR'S THEN OUTSTANDING
SECURITIES UNLESS THE TRANSACTION RESULTING IN SUCH OWNERSHIP HAS BEEN APPROVED
IN ADVANCE BY THE "CONTINUING DIRECTORS" (AS HEREINAFTER DEFINED), OR
(II)
REPRESENTING MORE THAN FIFTY PERCENT (50%)
OF THE COMBINED VOTING POWER OF THE PRINCIPAL SPONSOR'S THEN OUTSTANDING
SECURITIES (REGARDLESS OF ANY APPROVAL BY THE CONTINUING DIRECTORS).
Provided, however, that notwithstanding the foregoing, no Change in Control
shall be deemed to have occurred by reason of the ownership of twenty percent
(20%) or more of the total voting capital stock of the Principal Sponsor then
issued and outstanding by:
(I)
THE PRINCIPAL SPONSOR, ANY SUBSIDIARY OF
THE PRINCIPAL SPONSOR OR ANY EMPLOYEE BENEFIT PLAN OF THE PRINCIPAL SPONSOR OR
OF ANY SUBSIDIARY OF THE PRINCIPAL SPONSOR OR ANY ENTITY HOLDING SHARES OF THE
STOCK ORGANIZED, APPOINTED OR ESTABLISHED FOR, OR PURSUANT TO THE TERMS OF, ANY
SUCH PLAN (ANY SUCH PERSON OR ENTITY DESCRIBED IN THIS CLAUSE IS REFERRED TO
HEREIN AS A "PRINCIPAL SPONSOR ENTITY"), OR
(II)
THE HORMEL FOUNDATION.
(C)
THE ANNOUNCEMENT OF A TENDER OFFER BY ANY
PERSON OR ENTITY (OTHER THAN A PRINCIPAL SPONSOR ENTITY) FOR TWENTY PERCENT
(20%) OR MORE OF THE PRINCIPAL SPONSOR'S VOTING CAPITAL STOCK THEN ISSUED AND
OUTSTANDING, WHICH TENDER OFFER HAS NOT BEEN APPROVED BY THE BOARD, A MAJORITY
OF THE MEMBERS OF WHICH ARE THE CONTINUING DIRECTORS, AND RECOMMENDED TO THE
STOCKHOLDERS OF THE PRINCIPAL SPONSOR.
(D)
THE CONTINUING DIRECTORS CEASE TO CONSTITUTE
A MAJORITY OF THE PRINCIPAL SPONSOR'S BOARD OF DIRECTORS.
(E)
THE STOCKHOLDERS OF THE PRINCIPAL SPONSOR
APPROVE:
(I)
ANY CONSOLIDATION OR MERGER OF THE
PRINCIPAL SPONSOR IN WHICH THE PRINCIPAL SPONSOR IS NOT THE CONTINUING OR
SURVIVING PRINCIPAL SPONSOR OR PURSUANT TO WHICH SHARES OF PRINCIPAL SPONSOR
STOCK WOULD BE CONVERTED TO CASH, SECURITIES OR OTHER PROPERTY,