BB&T 2015 Annual Report Download - page 342

(iii) the date the shareholders of BB&T approve a merger, share exchange or consolidation of BB&T with
any other corporation or entity regardless of which entity is the survivor, other than a merger, share
exchange or consolidation which would result in the voting securities of BB&T outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or being converted into voting
securities of the surviving or acquiring entity) at least sixty percent (60%) of the combined voting power
of the voting securities of BB&T or such surviving or acquiring entity outstanding immediately after
such merger or consolidation; or
(iv) the date the shareholders of BB&T approve a plan of complete liquidation or winding-up of BB&T or
an agreement for the sale or disposition by BB&T of all or substantially all of BB&T’s assets; or
(v) the date of any event (other than a “merger of equals” as hereinafter described in this Section 3.12.c)
which BB&T’s Board of Directors determines should constitute a Change of Control.
Notwithstanding the foregoing, the term “Change of Control” shall not include any event which the Board of Directors
of BB&T (or, if the event described in clause (ii) above has occurred, a majority of the Continuing Directors), prior to the occurrence
of such event, specifically determines, for the purpose of this Agreement or employment agreements with other executives that contain
substantially similar provisions, is a “merger of equals” (regardless of the form of the transaction), unless a majority of the Continuing
Directors revokes such specific determination within one year after occurrence of the event that otherwise would constitute a Change
in Control (a “”). The parties to this Agreement agree that any determination concerning whether a transaction is a
“merger of equals” shall be solely within the discretion of the Board of Directors of BB&T or a majority of the Continuing Directors,
as the case may be.
means the Internal Revenue Code of 1986, as amended, and rules and regulations issued thereunder.
  means the first day of the calendar month next following the month in which
Executive’s Termination Date occurs.
  means the time period commencing with the Commencement Month
and ending on the earlier of (1) or (2), where (1) is the first day of the month in which the Employee attains age sixty-five (65), and (2)
is the date that coincides with the expiration of the thirty-six (36) consecutive month period which began with the Commencement
Month or, if the Term had previously been fixed by the Employee to a definite three- (3-) year period, the expiration of the remaining
period in such fixed Term.
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Source: BB&T CORP, 10-K, February 25, 2016 Powered by Morningstar® Document Research℠
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