BB&T 2015 Annual Report Download - page 363

Employer shall deduct and withhold all federal, state, local and employment taxes and any other similar
sums required by applicable law, or in accordance with the applicable provisions of Employer’s employee benefit plans, to be withheld
from any payments made pursuant to the terms of this Agreement.
  Wherever used in this Agreement, including, but not limited to, the Recitals, the following terms shall
have the meanings set forth below (unless otherwise indicated by the context) and such meanings shall be applicable to both the
singular and plural form (except where otherwise expressly indicated):
  means a Person or person that directly or indirectly through one or more intermediaries, controls, or
is controlled by, or is under common control with, another Person or person.
 “” means the banking business, which business includes, but is not limited to, the consumer, savings,
and commercial banking business; the trust business; the savings and loan business; and the mortgage banking business.
 the earliest of the following dates:
(i) the date any person or group of persons (as defined in Section 13(d) and 14(d) of the Securities
Exchange Act of 1934) together with its Affiliates, excluding employee benefit plans of Employer, is or
becomes, directly or indirectly, the “beneficial owner” (as defined in Rule 13d-3 promulgated under the
Securities Exchange Act of 1934) of securities of BB&T representing twenty percent (20%) or more of
the combined voting power of BB&T’s then outstanding voting securities (excluding the acquisition of
securities of BB&T by an entity at least eighty percent (80%) of the outstanding voting securities of
which are, directly or indirectly, beneficially owned by BB&T); or
(ii) the date when, as a result of a tender offer or exchange offer for the purchase of securities of BB&T
(other than such an offer by BB&T for its own securities), or as a result of a proxy contest, merger, share
exchange, consolidation or sale of assets, or as a result of any combination of the foregoing, individuals
who at the beginning of any two-year period during the Term constitute BB&T’s Board of Directors,
plus new directors whose election or nomination for election by BB&T’s shareholders is approved by a
vote of at least two-thirds of the directors still in office who were directors at the beginning of such two-
year period (“”), cease for any reason during such two-year period to constitute at
least two-thirds (2/3) of the members of such Board of Directors; or
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Source: BB&T CORP, 10-K, February 25, 2016 Powered by Morningstar® Document Research℠
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