Change of Control means any of the following:
(a) a sale, lease, or other disposition of all or substantially all of the assets of the Company other than to a wholly-owned Subsidiary or a parent entity which owns all of the outstanding shares of the Company;
(b) any consolidation or merger of the Company with or into any other corporation or other entity or person or any other corporate reorganization, other than any such consolidation, merger, or reorganization in which the stockholders of the Company immediately prior to such consolidation, merger, or reorganization continue to hold at least 50% of the voting power of the surviving entity in substantially the same proportions (or, if the surviving entity is a wholly-owned subsidiary, its parent) immediately after such consolidation, merger, or reorganization;
(c) any transaction or series of related transactions to which the Company is a party in which in excess of 50% of the Companys voting power is transferred; provided, however, that that an Acquisition shall not include any transaction or series of transactions (y) principally for bona fide equity financing purposes in which cash is received by the Company or any successor, or indebtedness of the Company is cancelled or converted or a combination thereof, and no pre-existing stockholder of the Company sells or transfers a material portion of their shares in such transaction or (z) transferring voting power or equity ownership from a stockholder to such stockholders Affiliate(s), such that the total amount of equity ownership or voting power held by such stockholder and its Affiliates shall in the aggregate be the same before and after the transaction; or
(d) a change in the composition of the Board occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors. Incumbent Directors means directors who either (A) are Directors as of the effective date of the Plan, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but will not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company).
Code means the United States Internal Revenue Code of 1986, as amended, including effective date and transition rules (whether or not codified). Any reference in this Plan to a specific section of the Code shall be deemed to include a reference to any corresponding provision of future law.
Committee means the compensation committee of the Board, or any other committee of at least two (2) Directors appointed from time to time by the Board having the duties and authority provided in this Plan in addition to any other authority granted by the Board. At any time that the Board shall not have appointed a committee as described above, any reference in this Plan to the Committee means the Board.
Company means XL Hybrids, Inc., a Delaware corporation.
Consultant means any person, including entities and advisors, engaged by the Company or a Parent or Subsidiary to render services to such entity.
Director means a member of the Board.
Discount Option means any option the Exercise Price of which is less than the Fair Market Value of the Stock on the date of grant of such option.
Domestic Relations Order shall have the meaning provided in the Code or in the Employee Retirement Income Security Act of 1974, or the rules and regulations promulgated under the Code or such Act.