EX-10.32 CHANGE IN CONTROL PROTECTION PLAN FOR NON-EMPLOYEE DIRECTORS

EX-10.32 12 b58522osexv10w32.txt EX-10.32 CHANGE IN CONTROL PROTECTION PLAN FOR NON-EMPLOYEE DIRECTORS EXHIBIT 10.32 CHANGE IN CONTROL PROTECTION PLAN FOR NON-EMPLOYEE DIRECTORS OF OPEN SOLUTIONS INC. Upon a Change in Control of Open Solutions Inc. (the "Company") any stock options and restricted stock awards previously granted to any non-employee director shall be fully vested. DEFINITIONS: - - CHANGE IN CONTROL shall mean and be deemed to have occurred if (i) any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 35% or more of the total voting power represented by the Company's then outstanding voting securities, or (ii) during any period of 12 consecutive months, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation or entity, other than a merger or consolidation that would result in the voting securities 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) at least 80% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company, in one transaction or a series of transactions, of all or substantially all the Company's assets.