Change in Control

For 2009, Institutional Shareholder Services (ISS) updated its policies applicable to equity compensation plan proposals. Under the new policies, ISS views Change-In-Control definitions that can be triggered without an actual change in control occurring as undesirable and will recommend against a plan that contains such a provision. Examples of such a “liberal definition of Change in Control” include announcement or commencement of a tender offer, provisions for acceleration upon a “potential” takeover, shareholder approval of a merger or other transactions, or similar language.

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