Supercuts 2004 Annual Report Download - page 120
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2.6 “Cause” means, for purposes of determining whether and when a Participant has incurred a Termination of Employment for Cause, any
act or omission which permits the Company to terminate the written agreement or arrangement between the Participant and the Company or an
Affiliate for “cause” as defined in such agreement or arrangement, or in the event there is no such agreement or arrangement or the agreement
or arrangement does not define the term “Cause,” then “Cause” means the Participant’s intentional participation in illegal conduct which (i) is
materially and directly detrimental to the financial interests of the Company or an Affiliate and (ii) results in the Participant’s conviction of a
felony.
2.7 “Change in Control” means the first to occur of any of the following events:
(1) the acquisition by any “person,” as that term is used in Sections 13(d) and 14(d) of the Exchange Act of “beneficial ownership,” as
defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of 20% or more of the shares of the Company’s capital stock;
(2) the first day on which less than two-thirds of the total membership of the Board of Directors shall be Continuing Directors (as that
term is defined in Article VII of the Company’s Articles of Incorporation);
(3) the approval by the shareholders of the Company of a merger, share exchange, or consolidation of the Company (a “Transaction”),
other than a Transaction which would result in the Voting Stock of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the
Voting Stock of the Company or such surviving entity immediately after such Transaction; or
(4) the approval by the shareholders of the Company of a complete liquidation of the Company or a sale or disposition of all or
substantially all the assets of the Company.
2.8 “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor, along with related rules,
regulations and interpretations.
2.9 “Commission” means the Securities and Exchange Commission or any successor thereto.
2.10 “Committee” means the committee of the Board responsible for granting Awards under the Plan, which shall initially be the
Compensation Committee of the Board, until such time as the Board may designate a different committee. The Committee shall consist solely
of two or more directors, each of whom is a “Non-Employee Director” within the meaning of Rule 16b-3 and each of whom is also an “outside
director” under Section 162(m) of the Code. In addition, each member of the Committee must be an “independent director” as determined
under the corporate governance rules of the New York Stock Exchange, as amended from time to time.
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