Company, which in the case of willful misconduct only, is not cured, if curable, to the Companys reasonable satisfaction, within 10 days after the Company or its designee gives written notice thereof to the Participant; (c) if the Participant or any member of his or her family makes any personal profit arising out of or in connection with any transaction to which the Company or is a party or with which the Company is associated without making disclosure to and obtaining the prior written consent of the Company; (d) the conviction of the Participant for, or a guilty plea by the Participant to, any criminal offence punishable by imprisonment that may reasonably be considered to be likely to adversely affect the Company or the suitability of the Participant to perform his or her duties, including without limitation any offence involving fraud, theft, embezzlement, forgery, willful misappropriation of funds or property, or other fraudulent or dishonest acts involving moral turpitude; (e) the failure by the Participant to fully comply with and perform his or her fiduciary duties; (f) any other act, event or circumstance which would constitute just cause at law for termination of the Participants employment; or (g) any resignation by the Participant in anticipation of a termination by the Company of such Participants employment due to any of the above.
(c) Code means the Internal Revenue Code of 1986, as amended.
(d) Change in Control means any transaction or series of transactions (including, without limitation, the consummation of a combination, share purchases, recapitalization, redemption, issuance of capital stock, consolidation, reorganization or otherwise) pursuant to which: (a) a Person not affiliated with Brookfield acquires securities representing more than seventy percent (70%) of the combined voting power of the outstanding voting securities of the Company or the entity surviving or resulting from such transaction; (b) following a public offering of the Companys stock, Brookfield has ceased to have a beneficial ownership interest in at least thirty percent (30%) of the Companys outstanding voting securities (effective on the first such date); or (c) the Company sells all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis. It is intended that the occurrence of a Change in Control in which Sale Proceeds exceed the Threshold Value (and in which the Sale Proceeds exceed the Stretch Threshold Value) would constitute a substantial risk of forfeiture within the meaning of Section 409A.
(e) General Incentive Pool shall be the dollar amount represented by three and 6/10ths percent (3.6%) of the Sale Proceeds realized by Brookfield as of any date of determination hereunder in excess of the Threshold Value.
(f) Incentive Pool means, collectively, the General Incentive Pool and the Stretch Incentive Pool.
(g) Person means an individual, a partnership, a sole proprietorship, a company, a firm, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, a union, a group acting in concert, a judicial authority, a governmental authority or any other entity or association of any kind. References to any Person shall include the successors and assigns thereof, except to the extent otherwise expressly provided in the Plan.
(h) Sale Proceeds as of any date of determination, means, without duplication, the sum of all proceeds actually received by Brookfield, net of all Sales Costs: (i) as consideration (whether cash or equity) upon the Change in Control; and (ii) as distributions, dividends, repurchases, redemptions or otherwise as a holder of such equity interests in the Company. Proceeds that are not paid upon or prior to or in connection with the Change in Control, including earn-outs, escrows and other contingent or deferred consideration shall become Sale Proceeds only as and when such proceeds are received by Brookfield. The amount of Sale Proceeds shall be determined by Brookfield in its sole discretion.