indirectly of securities of TEL representing more than 30% of the combined voting power of TEL's then-outstanding securities; provided, however, that no Change of Control will be deemed to have occurred as a result of a change in ownership percentage resulting solely from an acquisition of securities by TEL;
(b)persons who, as of the Restated Effective Date, constitute the Board (the "Incumbent Directors") cease for any reason (including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction) to constitute at least a majority thereof, provided that any person becoming a Director of TEL subsequent to the Restated Effective Date shall be considered an Incumbent Director if such person's election or nomination for election was approved by a vote of at least 50% of the Incumbent Directors; but provided further that any such person whose initial assumption of office is in connection with an actual or threatened proxy contest relating to the election of members of the Board or other actual or threatened solicitation of proxies or consents by or on behalf of a "person" (as defined in Sections 13(d) and 14(d) of the Exchange Act) other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director;
(c)consummation of a reorganization, merger or consolidation, or sale or other disposition of at least 80% of the assets of TEL (a "Business Combination"), in each case, unless, following such Business Combination, all or substantially all of the individuals and entities who were the beneficial owners of outstanding voting securities of TEL immediately prior to such Business Combination beneficially own directly or indirectly more than 50% of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such Business Combination (including, without limitation, a company which, as a result of such transaction, owns TEL or all or substantially all of TEL's assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the outstanding voting securities of TEL; or
(d)approval by the stockholders of TEL of a complete liquidation or dissolution of TEL;
provided, however, that if and to the extent that any provision of this Plan would cause a payment of deferred compensation that is subject to Section 409A(a)(2) of the Code to be made upon the occurrence of a "Change in Control," then such payment shall not be made unless such "Change in Control" satisfies the requirements of Section 409A(2)(A)(v) of the Code and applicable regulations and rulings thereunder.
2.12Code. "Code" means the Internal Revenue Code of 1986, as amended (and any regulations thereunder). 2.13Commission Compensation. "Commission Compensation" means any commission payable to a Participant as of any date of reference during the relevant Plan Year before any reduction for any amounts deferred by the Participant pursuant to Section