Exhibit 10.37
The amended definition of "Change in Control"
for the Long-Term Incentive Awards under the American
Express Company 1979 and 1989 Long-Term Incentive Plans,
the American Express Senior Executive Severance Plan, the
American Express Supplemental Retirement Plan, the American
Express Salary/Bonus Deferral Plan, the American Express Key
Executive Life Insurance Plan and the IDS Current Service
Deferred Compensation Plan follows:
Attachment A
Definition of "Change in Control"
--------------------------------
A "Change in Control" means the happening of any of the
following:
(a) Any individual, entity or group (a "Person") (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) becomes
the beneficial owner (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 25% or more of either (i)
the then outstanding common shares of the Company (the
"Outstanding Company Common Shares") or (ii) the combined voting
power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided, however, that
such beneficial ownership shall not constitute a Change in
Control if it occurs as a result of any of the following
acquisitions of securities: (i) any acquisition directly from
the Company, (ii) any acquisition by the Company or any
corporation, partnership, trust or other entity controlled by the
Company (a "Subsidiary"), (iii) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the
Company or any Subsidiary or (iv) any acquisition by any
corporation pursuant to a reorganization, merger or
consolidation, if, following such reorganization, merger or
consolidation, the conditions described in clauses (i), (ii) and
(iii) of subsection (c) of this "Change in Control" Section are
satisfied. Notwithstanding the foregoing, a Change in Control
shall not be deemed to occur solely because any Person (the
"Subject Person") became the beneficial owner of 25% or more of
the Outstanding Company Common Shares or Outstanding Company
Voting Securities as a result of the acquisition of Outstanding
Company Common Shares or Outstanding Company Voting Securities by
the Company which, by reducing the number of Outstanding Company
Common Shares or Outstanding Company Voting Securities, increases
the proportional number of shares beneficially owned by the
Subject Person; provided, that if a Change in Control would be
deemed to have occurred (but for the operation of this sentence)
as a result of the acquisition of Outstanding Company Common
Shares or Outstanding Company Voting Securities by the Company,
and after such share acquisition by the Company, the Subject
Person becomes the beneficial owner of any additional Outstanding
Company Common Shares or Outstanding Company Voting Securities
which increases the percentage of the Outstanding Company Common
Shares or Outstanding Company Voting Securities beneficially
owned by the Subject Person, then a Change in Control shall then
be deemed to have occurred; or
(b) Individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to constitute
at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result
of either an actual or threatened election contest or other
actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board, including by reason of
agreement intended to avoid or settle any such actual or
threatened contest or solicitation; or
(c) The consummation of a reorganization, merger or
consolidation, in each case, unless, following such
reorganization, merger or consolidation, (i) more than 60% of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger or
consolidation and the combined voting power of the then
outstanding voting securities of such corporation entitled to
vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Shares and
Outstanding Company Voting Securities immediately prior to such
reorganization, merger or consolidation in substantially the same
proportions as their ownership immediately prior to such
reorganization, merger or consolidation of such Outstanding
Company Common Shares and Outstanding Company Voting Shares, as
the case may be, (ii) no Person (excluding the Company, any
employee benefit plan (or related trust) of the Company, a
Subsidiary or such corporation resulting from such
reorganization, merger or consolidation or any subsidiary
thereof, and any Person beneficially owning, immediately prior to
such reorganization, merger or consolidation, directly or
indirectly, 25% or more of the Outstanding Company Common Shares
or Outstanding Company Voting Securities, as the case may be)
beneficially owns, directly or indirectly, 25% or more of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger or
consolidation or the combined voting power of the then
outstanding voting securities of such corporation entitled to
vote generally in the election of directors and (iii) at least a
majority of the members of the board of directors of the
corporation resulting from such reorganization, merger or
consolidation were members of the Incumbent Board at the time of
the execution of the initial agreement or action of the Board
providing for such reorganization, merger or consolidation; or
(d) The consummation of the sale, lease, exchange or other
disposition of all or substantially all of the assets of the
Company, unless such assets have been sold, leased, exchanged or
disposed of to a corporation with respect to which following
such sale, lease, exchange or other disposition (A) more than
60% of, respectively, the then outstanding shares of common
stock of such corporation and the combined voting power of
the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company
Common Shares and Outstanding Company Voting Securities
immediately prior to such sale, lease, exchange or other
disposition in substantially the same proportions as their
ownership immediately prior to such sale, lease, exchange or
other disposition of such Outstanding Company Common Shares and
Outstanding Company Voting Shares, as the case may be, (B) no
Person (excluding the Company and any employee benefit plan (or
related trust) of the Company or a Subsidiary or such corporation
or a subsidiary thereof and any Person beneficially owning,
immediately prior to such sale, lease, exchange or other
disposition, directly or indirectly, 25% or more of the
Outstanding Company Common Shares or Outstanding Company Voting
Securities, as the case may be) beneficially owns, directly or
indirectly, 25% or more of, respectively, the then outstanding
shares of common stock of such corporation and the combined
voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of
directors and (C) at least a majority of the members of the board
of directors of such corporation were members of the Incumbent
Board at the time of the execution of the initial agreement or
action of the Board providing for such sale, lease, exchange or
other disposition of assets of the Company; or
(e) Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.
The amended definition of "Change in Control"
for the Long-Term Incentive Awards under the American
Express Company 1979 and 1989 Long-Term Incentive Plans,
the American Express Senior Executive Severance Plan, the
American Express Supplemental Retirement Plan, the American
Express Salary/Bonus Deferral Plan, the American Express Key
Executive Life Insurance Plan and the IDS Current Service
Deferred Compensation Plan follows:
Attachment A
Definition of "Change in Control"
--------------------------------
A "Change in Control" means the happening of any of the
following:
(a) Any individual, entity or group (a "Person") (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) becomes
the beneficial owner (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 25% or more of either (i)
the then outstanding common shares of the Company (the
"Outstanding Company Common Shares") or (ii) the combined voting
power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided, however, that
such beneficial ownership shall not constitute a Change in
Control if it occurs as a result of any of the following
acquisitions of securities: (i) any acquisition directly from
the Company, (ii) any acquisition by the Company or any
corporation, partnership, trust or other entity controlled by the
Company (a "Subsidiary"), (iii) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the
Company or any Subsidiary or (iv) any acquisition by any
corporation pursuant to a reorganization, merger or
consolidation, if, following such reorganization, merger or
consolidation, the conditions described in clauses (i), (ii) and
(iii) of subsection (c) of this "Change in Control" Section are
satisfied. Notwithstanding the foregoing, a Change in Control
shall not be deemed to occur solely because any Person (the
"Subject Person") became the beneficial owner of 25% or more of
the Outstanding Company Common Shares or Outstanding Company
Voting Securities as a result of the acquisition of Outstanding
Company Common Shares or Outstanding Company Voting Securities by
the Company which, by reducing the number of Outstanding Company
Common Shares or Outstanding Company Voting Securities, increases
the proportional number of shares beneficially owned by the
Subject Person; provided, that if a Change in Control would be
deemed to have occurred (but for the operation of this sentence)
as a result of the acquisition of Outstanding Company Common
Shares or Outstanding Company Voting Securities by the Company,
and after such share acquisition by the Company, the Subject
Person becomes the beneficial owner of any additional Outstanding
Company Common Shares or Outstanding Company Voting Securities
which increases the percentage of the Outstanding Company Common
Shares or Outstanding Company Voting Securities beneficially
owned by the Subject Person, then a Change in Control shall then
be deemed to have occurred; or
(b) Individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to constitute
at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result
of either an actual or threatened election contest or other
actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board, including by reason of
agreement intended to avoid or settle any such actual or
threatened contest or solicitation; or
(c) The consummation of a reorganization, merger or
consolidation, in each case, unless, following such
reorganization, merger or consolidation, (i) more than 60% of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger or
consolidation and the combined voting power of the then
outstanding voting securities of such corporation entitled to
vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Shares and
Outstanding Company Voting Securities immediately prior to such
reorganization, merger or consolidation in substantially the same
proportions as their ownership immediately prior to such
reorganization, merger or consolidation of such Outstanding
Company Common Shares and Outstanding Company Voting Shares, as
the case may be, (ii) no Person (excluding the Company, any
employee benefit plan (or related trust) of the Company, a
Subsidiary or such corporation resulting from such
reorganization, merger or consolidation or any subsidiary
thereof, and any Person beneficially owning, immediately prior to
such reorganization, merger or consolidation, directly or
indirectly, 25% or more of the Outstanding Company Common Shares
or Outstanding Company Voting Securities, as the case may be)
beneficially owns, directly or indirectly, 25% or more of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger or
consolidation or the combined voting power of the then
outstanding voting securities of such corporation entitled to
vote generally in the election of directors and (iii) at least a
majority of the members of the board of directors of the
corporation resulting from such reorganization, merger or
consolidation were members of the Incumbent Board at the time of
the execution of the initial agreement or action of the Board
providing for such reorganization, merger or consolidation; or
(d) The consummation of the sale, lease, exchange or other
disposition of all or substantially all of the assets of the
Company, unless such assets have been sold, leased, exchanged or
disposed of to a corporation with respect to which following
such sale, lease, exchange or other disposition (A) more than
60% of, respectively, the then outstanding shares of common
stock of such corporation and the combined voting power of
the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company
Common Shares and Outstanding Company Voting Securities
immediately prior to such sale, lease, exchange or other
disposition in substantially the same proportions as their
ownership immediately prior to such sale, lease, exchange or
other disposition of such Outstanding Company Common Shares and
Outstanding Company Voting Shares, as the case may be, (B) no
Person (excluding the Company and any employee benefit plan (or
related trust) of the Company or a Subsidiary or such corporation
or a subsidiary thereof and any Person beneficially owning,
immediately prior to such sale, lease, exchange or other
disposition, directly or indirectly, 25% or more of the
Outstanding Company Common Shares or Outstanding Company Voting
Securities, as the case may be) beneficially owns, directly or
indirectly, 25% or more of, respectively, the then outstanding
shares of common stock of such corporation and the combined
voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of
directors and (C) at least a majority of the members of the board
of directors of such corporation were members of the Incumbent
Board at the time of the execution of the initial agreement or
action of the Board providing for such sale, lease, exchange or
other disposition of assets of the Company; or
(e) Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.