Form DEF 14C ERIE INDEMNITY CO Due: April 26


(ii) The Company will not establish any special fund in respect of a Participant’s account. Any credit entry to a Participant’s account will constitute a mere promise by the Company to make payments to the Participant, subject to and in accordance with the Plan, out of the general assets of the Company, when the payments become due.

(iii) To the extent that a person acquires the right to receive payments from the Company under this Plan, such right shall not exceed the right of any general unsecured creditor of the Company.

ten. Other rewards. The Committee may determine, subject to the terms of the Plan, that the Company should grant awards that are not described in Sections 8 or 9, but that provide for the issuance of shares, or that are denominated or measured based on the fair market value of a Share, or which provide for payment in the form of Shares rather than cash as part of a compensation, bonus or incentive program of the Company. The Committee will determine the terms and conditions of such other awards and the entrants to whom and the number of such other awards will be granted. The Committee may condition the exercise, vesting and payment of these other awards on the achievement of performance objectives.

11. Required adjustments in authorized shares. In the event of a change in the capitalization of the company, such as a stock split, or a corporate transaction, such as a merger, amalgamation, a separation, including a demerger, or any other distribution of shares or property of the Company, any reorganization (whether or not such a reorganization falls within the definition of this term in article 368 of the Code), or any partial or complete liquidation of the Company, such adjustment will be made in the number and class of Shares available for grants under Section 5, in the number of Shares subject to outstanding grants, in the purchase price of outstanding grants and in the limits of the grants and the issuance of shares set out in Section 5, as determined by the committee to be appropriate and fair to avoid dilution or enlargement of the benefits available under the Plan and the rights of Participants, provided however, the number of Shares being granted is always a whole number. In one
stock-for-stock acquisition of the Company, the Committee may, at its discretion, substitute securities of another issuer for the shares subject to outstanding allocations.

Except as expressly provided in this Section, the issue by the Company of shares of any class, or securities convertible into shares of any class, for cash, goods, labor or services, upon the sale directly, from the exercise of rights or subscription warrants, or during the conversion of shares or bonds of the Company convertible into such shares or other transferable securities, and in any event, at their fair value whether or not, will not affect, and no adjustment will be made with respect to, the number of Shares subject to previously awarded awards or the purchase price per share under outstanding awards.

12. Change of control.

(a) Impact of the event. Notwithstanding anything to the contrary in the Plan, in the event of a Change of Control, the provisions of this Section shall apply, except to the extent that an Award Agreement provides for different treatment (in which case the Award Agreement shall prevail and this Section will not apply).

(i) If and to the extent that outstanding awards under plan (A) are continued or assumed by the successor company (or an affiliate of the successor) or (B) are replaced by equity awards which preserve the existing value of the awards at the time of the change of control and provide for subsequent payout in accordance with a vesting schedule and performance objectives, as applicable, that are the same or more favorable to participants than the vesting schedule and performance objectives applicable to the awards, then all such awards or substitutes will remain outstanding and will be governed by their respective terms and the provisions of the Plan subject to Section 12(a)(v).

(ii) If and to the extent that outstanding awards under the Plan are not continued, assumed or replaced in accordance with Section 12(a)(i), then, upon the Change of Control, the following treatment (called “Change of control treatment”) will apply to such awards: the restrictions and other conditions applicable to outstanding restricted shares, restricted stock units and other share-based awards, including vesting requirements, will immediately lapse, and any relevant performance targets for those awards

AT 8 Erie Indemnity Company


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