Change in Control Plan. Notwithstanding the foregoing provisions, in the event that Executive would be entitled to severance benefits under the Company’s Change in Control Severance Plan, or any successor plan thereto (the “CIC Plan”), in connection with a termination of his employment described in Section 5(b) or Section 5(d) above, Executive will be entitled to receive the benefits provided under the CIC Plan; provided that Executive acknowledges and agrees that he shall not be entitled to receive any “Gross-Up Payment” (as defined in Exhibit C of the CIC Plan) or any other benefits set forth under Exhibit C of the CIC Plan. In no event will Executive be entitled to receive severance benefits under both the CIC Plan and this Agreement. In the event that any of the payments and other benefits provided under this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”), then Executive’s payments and benefits under this Agreement or otherwise shall be payable either
Change in Control Plan. Notwithstanding the foregoing provisions, in the event that Executive would be entitled to severance benefits under the Company’s Change in Control Severance Plan, or any successor plan thereto (the “CIC Plan”), in connection with a termination of his employment described in Section 5(b) or Section 5(d) above, Executive will be entitled to receive the benefits provided under the CIC Plan. In no event will Executive be entitled to receive severance benefits under both the CIC Plan and this Agreement.
Change in Control Plan. Executive shall be eligible to participate in the Company’s Change in Control Plan, as it may be amended from time to time. However, prior to December 31, 2021, the Executive shall be exempt from any such amendments that materially diminish benefits to the Executive. However, Executive shall be eligible to participate in any retention incentives as approved by the Board or as part of any additional Agreement in contemplation of a Change in Control.
Change in Control Plan. Employee shall be an eligible “Participant” in the Company’s Change in Control Severance Benefit Plan (the “Change in Control Plan”).
Change in Control Plan. Section 2.11(l).............. 19
Change in Control Plan. Effective on the date of this Agreement, Executive will be designated as a Participant under the Company’s Executive Change in Control Plan at an Employee Grade of Two.
Change in Control Plan. Notwithstanding the foregoing provisions, in the event that Executive would be entitled to severance benefits under the Company’s Change in Control Severance Plan, or any successor plan thereto (the “CIC Plan”), in connection with a termination of his employment described in Section 5(b), Section 5(c) or Section 5(e) above, Executive will be entitled to receive the benefits provided under the CIC Plan. In no event will Executive be entitled to receive severance benefits under both the CIC Plan and this Agreement. In the event that any of the payments and other benefits provided under this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”), then Executive’s payments and benefits under this Agreement or otherwise shall be payable either
(A) in full (with the Executive paying any excise taxes due), or
(B) in such lesser amount which would result in no portion of such payments or benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive, on an after-tax basis, of the greatest amount of payments and benefits under this Agreement or otherwise, notwithstanding that all or some portion of such payments or benefits may be taxable under Section 4999 of the Code. Any reduction in the payments and benefits required by this Section will made in the following order: (i) reduction of cash payments; (ii) reduction of accelerated vesting of equity awards other than stock options; (iii) reduction of accelerated vesting of stock options; and (iv) reduction of other benefits paid or provided to Executive.
Change in Control Plan. The parties hereby amend the final subparagraph under the paragraph heading Severance Benefits of the Letter Agreement by amending it provide for a new definition of Change in Control for the Letter Agreement. The subparagraph now reads in its entirety as follows: “Notwithstanding the foregoing, you will become a participant in the Company’s Senior Officer Change in Control Compensation Benefit Plan (the “Change in Control Plan”) and for so long as you remain a participant thereunder, the terms of the Change in Control Plan will apply to all changes in employment status related to a “Change in Control” and you shall not be entitled to any benefits (other than the acceleration of vesting and distribution of the Deferred Compensation Award, which shall occur on a “Change in Control” as defined in Exhibit B below or, in the event no acceleration and distribution has occurred, upon termination within 2 years following the occurrence of an event described in Section 2.8(c) of the Change in Control Plan), under this paragraph or the provisions under the heading Change in Control below (unless the Change in Control Plan is terminated or is amended to provide less severance, a shorter period of health coverage, or less favorable equity and deferred compensation vesting than is specified herein, in which case you will receive the more favorable benefits under the terms hereof in lieu of the benefits provided in the Change in Control Plan). For purposes of the Change in Control Plan, the term Change in Control shall be as defined in Section 2.8 of the Change in Control Plan. For purposes of this Letter Agreement, the term Change in Control shall have the meaning provided in Exhibit B, hereto.”
Change in Control Plan. Employee shall not be added as a “Participant” to the Company’s Change in Control Severance Benefit Plan.
Change in Control Plan. Offset ------------------------------ The Executive shall be eligible to participate in the KeySpan Energy Senior Executive Change of Control Severance Plan (the "Change of Control Plan") as adopted by the Board. In the event of termination of the Executive's employment upon a Change of Control as defined in such plan, Executive shall be considered to be vested in his actual service from the KeySpan hire date with accrual to date of termination, plus three years of credited service not to exceed age 65 as provided in such plan. The amounts payable to Executive under Sections 4.4 and 4.7 of this Agreement are to be offset by, and not in addition to any payments made to the Executive under the Change of Control Plan or by any other severance payment due or to become due to Executive under any separate agreement between Executive and the Company or pursuant to any other severance payment plan, program or policy of the Company.
