Prior to a Change of Control. If the Company terminates the Executive’s employment during the Employment Period other than for Cause and other than due to the Executive’s death or Disability, or if Executive terminates the Executive’s employment during the Employment Period for Good Reason, in either case at any time other than during the two-year period following a Change of Control, then:
Prior to a Change of Control the Executive's employment by the Employer shall be subject to termination as follows:
Prior to a Change of Control. Executive’s Base Pay is materially reduced without Executive’s written consent; or
Prior to a Change of Control. The Officer may terminate his employment hereunder voluntarily at any time upon at least thirty (30) days’ prior notice to the Company.
Prior to a Change of Control. Upon Notice of Non-Renewal of the agreement, the Officer shall be entitled to all severance benefits provided by Section 6(b).
Prior to a Change of Control or Failure to Pay, the Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. Following a Change of Control or Failure to Pay, the Trustee shall select independent legal counsel and may consult with counsel or other persons with respect to its duties and with respect to the rights of Participants under the Plans.
Prior to a Change of Control the Corporation may remove the Trustee upon 30 days written notice to the Trustee, or upon such shorter period as is acceptable to the Trustee. Such removal shall become effective, however, only upon the occurrence of all of the following events:
Prior to a Change of Control. Subject to Section 4 below, if the Employees’s employment with the Company is terminated at any time prior to a Change of Control, then the Employee shall be entitled to receive benefits as follows:
Prior to a Change of Control the entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan. Following a Change of Control, the entitlement of a Plan participant or his beneficiaries to benefits under the Plan shall be determined by the Trustee. The Trustee shall determine such benefits based on the Payment Schedule submitted by the Company immediately prior to the Change of Control, as updated by the Trustee in accordance with the following procedures: (i) the Trustee shall update the Participant Data as necessary to compute benefits under any Plan; and (ii) the Trustee shall add persons to the list of participants only upon the receipt of deposits from the Company earmarked for that person and only after all other funding obligations of the Company for other participants have been satisfied. In carrying out its duties to update the Payment Schedule, the Trustee shall be entitled to obtain assistance from the Company and from independent third parties, including but not limited to actuaries or accountants retained by the Trustee, and shall be afforded access to all Company records reasonably necessary to update the Participant Data. If the Company refuses to cooperate with the Trustee or fails to provide the Trustee with necessary access to Company records, the Trustee shall request such information from the participants or beneficiaries and shall be entitled to rely on such information.
Prior to a Change of Control. (i) Subject to paragraph (a)(ii) of this section, if prior to a Change of Control the Associate is involuntarily terminated from the Associate's employment position with CPS without Justification, CPS shall pay the Associate within 15 days after the Termination Date a lump sum payment in cash (the "Pre- Change-of-Control Payment") equal to the product of the Associate's base weekly salary at the rate in effect immediately prior to the Termination Date (but subject to paragraph (c)(ii) of this section), multiplied by __ weeks.
