voting power of the Successor Entitys outstanding voting securities immediately after the transaction, and
(ii) after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this clause (ii) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction.
Notwithstanding the foregoing, for purposes of the Plan, in no event with a Change in Control be deemed to have occurred if such transaction or event does not constitute a change in control event, as defined in Treasury Regulation Section 1.409A-3(i)(5).
1.5 Committee shall mean one or more committees or subcommittees of the Board, which may include one or more Directors or executive officers of the Company, to the extent permitted by applicable laws and Rule 16b-3 promulgated under the Exchange Act.
1.6 Common Stock shall mean the common stock of the Company, par value $0.0001 per share.
1.7 Company shall mean Traeger, Inc. and any corporate successors.
1.8 Compensation Program shall mean the Traeger, Inc. Non-Employee Director Compensation Program, as the same may be amended and/or amended and restated from time to time.
1.9 Code shall mean the Internal Revenue Code of 1986, as amended and any successor statute thereto.
1.10 Deferred Compensation Account shall mean an account maintained for each participating Director who makes a Deferral Election as described in Articles II and III.
1.11 Deferred Stock Unit shall mean a notional unit representing the right to receive one share of Common Stock, that is received by a participating Director pursuant to this Plan and provides for the deferred receipt of Eligible Compensation.
1.12 Director shall mean a non-employee member of the Board.
1.13 Disability shall mean, with respect to a participating Director, that such Director has become disabled within the meaning of Section 409A, as determined by the Administrator in good faith.
1.14 Effective Date shall mean the day prior to the Public Trading Date.
1.15 Eligible Compensation shall mean, with respect to any Year, any Cash Fee earned or Equity Award granted during such Year.
1.16 Equity Awards shall mean, as applicable, any Initial Award and/or any Annual Award (each such term, as defined in the Compensation Program) and any award granted under the Incentive Plan in connection with the closing of the Companys initial public offering of its Common Stock.
1.17 Equity Restructuring shall mean, as determined by the Administrator, a non-reciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off or