Change in Control Protections. (a) Upon the occurrence of a Change in Control (as defined in Exhibit A attached hereto), the Stock Option Award (as defined in Section 3(c) hereof) and all other equity awards shall immediately vest and become exercisable.
(b) In the event, during the Employment Period, the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, in both cases upon or within two (2) years immediately following a Change in Control, the Company shall have no further obligations to the Executive under the terms of this Agreement or otherwise other than to pay or provide to the Executive the following amounts and benefits (provided the Executive has executed, delivered to the Company and not revoked a general release of claims against the Company in a form satisfactory to the Company (the “Release) and subject to Section 8(h) hereof):
(i) payment of Annual Base Salary through the end of the month in which the Executive’s Date of Termination occurs;
(ii) payment of the Severance Payment provided in Section (5)(a)(ii) above;
(iii) full vesting as of the Date of Termination of the Stock Option Award (as defined in Section 3(c) hereof), and any other equity awards granted to Executive, with continued exercisability of the outstanding options for twelve (12) months following the Date of Termination (but in no event beyond the end of the original term of the options);
(iv) continued participation until the second anniversary of the Date of Termination in all Company medical and dental plans in which the Executive and his eligible dependents were participating immediately prior to the Date of Termination (subject to offset as set forth in Section 7 hereof); and
(v) as long as the Executive uses such services prior to the first anniversary of the Date of Termination, up to $25,000 in outplacement services; and
(vi) payments of other amounts, entitlements or benefits, if any, in accordance with applicable plans, programs, arrangements or other agreements of the Company.
Change in Control Protections. You shall be included in and covered by the Company’s Executive Change in Control Plan, which is incorporated herein by reference. Your Termination Pay Multiple, as defined in the Change in Control Plan, will be at least “2.0”. In the event that such plan is terminated or you are excluded from the plan for any reason during the Term, the Company agrees to promptly amend this Agreement so that you are similarly covered and eligible for the same benefits and protection thereunder.
Change in Control Protections. Upon the occurrence of a Change in Control (as defined below), Executive’s outstanding equity and long-term incentive awards shall immediately vest (and not be subject to forfeiture for any reason) in a manner to enable Executive to fully participate in the Change in Control transaction and, to the extent any vested stock options granted on or after the Effective Date survive such Change in Control, shall thereafter remain exercisable in accordance with their original terms (including termination in connection with a termination of Executive’s employment with the Company). Executive shall also be entitled to the benefits and payments as set forth on Exhibit C attached hereto. For purposes of this Agreement, including Exhibit C attached hereto, “Change in Control” shall mean the occurrence, after the consummation of the transactions contemplated by the Reorganization Plan, of any of the following events:
(i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of “beneficial ownership” (as defined below) of 50% or more of either (A) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) 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, that beneficial ownership by any of D. E. Shaw Laminar Portfolios, L.L.C., Xxxxxxx, Sachs & Co., Par IV Master Fund, Ltd, Sigma Capital Associates, LLC, Sunrise Partners Limited Partnership, or any of their respective affiliates shall not be taken into account in the numerator for purposes of determining whether the limit set forth above has been exceeded and, provided further that for purposes of this clause (i) the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company; (2) any acquisition by the Company or any corporation controlled by the Company; (3) any acquisition by any corporation pursuant to a transaction which complies with (A), (B) and (C) of clause (iii) of this Section 6.1;
(ii) 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 electi...
Change in Control Protections. You shall be included in and covered by the Company’s Executive Change in Control Plan (the “CIC Plan”), which is incorporated herein by reference. Your Termination Pay Multiple, as defined in the CIC Plan, will be at least “2.0”. In the event that such CIC Plan is terminated or you are excluded from the plan for any reason during the Term, the Company agrees to promptly amend this Agreement so that you are similarly covered and eligible for the same benefits and protection thereunder.
Change in Control Protections. You shall be included in and covered by the Company’s Executive Change in Control Plan (the “CIC Plan”), which is incorporated herein by reference. Your Termination Pay Multiple, as defined in the CIC Plan, will be at least “2.5”. If a “Change in Control” occurs (as defined in the CIC Plan) during the Term and on or after the date that you have attained age 50 with at least 5 “years of service” (within the meaning of the Supplemental Executive Retirement Plan as in effect immediately prior to the Change in Control), then notwithstanding anything contained in the CIC Plan to the contrary, and solely for purposes of determining your “Pension Enhancement” under Section 5.4 of the CIC Plan or its successor (but not for purposes of determining any other benefits under that plan), the term “Termination Pay Multiple” shall be deemed to refer to the greater of (i) your Termination Pay Multiple or (ii) the number of years (and fractions thereof) in the period commencing on the day immediately following your date of termination and ending on the date that you would have attained both age 55 with at least 10 “years of service” (as defined above) had you continued to be employed by the Company. In the event that the CIC Plan is terminated or you are excluded from that plan for any reason during the Term, the Company agrees to promptly amend this Agreement so that you are similarly covered and eligible for the same benefits and protection thereunder.
Change in Control Protections. You shall be included in and covered by the Company’s Senior Executive Change in Control Plan, which is incorporated herein by reference. In the event that such plan is terminated or you are excluded from the plan for any reason during the Term, the Company agrees to promptly amend this Agreement so that you are similarly covered and eligible for the same benefits and protection thereunder.
Change in Control Protections. You shall be included in and covered by the Company’s Executive Change in Control Plan, which is incorporated herein by reference. Your Termination Pay Multiple, as defined in the Plan, will be at least “3.0.” In the event that such plan is terminated or you are excluded from the plan for any reason during the Term, the Company agrees to promptly amend this Agreement so that you are similarly covered and eligible for the same benefits and protection thereunder. In addition, in the event you are eligible for benefits under the Change in Control Plan, you shall also be entitled to receive the following: i) reasonable outplacement services for eighteen months following termination of employment; and ii) reimbursement for reasonable legal expenses (up to $75,000) if you are required to enforce your rights under the Change in Control Plan. The reasonable legal expenses described in the immediately preceding sentence, if any, must be incurred by you during the two-year period immediately following your termination of employment and shall be paid to you within 10 calendar days following the expiration of that two-year period, provided that you shall have submitted an invoice for such legal expenses at least 30 calendar days prior to the expiration of that period. The amount of legal expenses, if any, that the Company is obligated to pay in any given calendar year shall not affect the legal expenses that the Company is obligated to pay in any other calendar year, and your right to have the Company pay any such legal expenses may not be liquidated or exchanged for any other benefit.
Change in Control Protections. If a “Change in Control” (as defined below) occurs during (or on the date of expiration of) the Agreement Term, then, to the extent not previously vested, all outstanding restricted stock units, stock options and any other equity or equity-based awards then-held by the Executive shall fully vest and become immediately exercisable upon such Change in Control. For purposes of this Agreement, “Change in Control” shall mean the sale or other transfer of Holdings to, an Independent Third Party (as defined below) or group of Independent Third Parties pursuant to which such party or parties acquire (i) capital stock of Holdings possessing the voting power under normal circumstances (without regard to the occurrence of any contingency) to elect a majority of the Board (whether by merger, consolidation or sale or transfer of Holdings’ capital stock) or (ii) all or substantially all of Holdings’ assets determined on a consolidated basis. “Independent Third Party” means any person or entity who, immediately prior to the contemplated transaction, does not own in excess of 5% of the common stock on a fully-diluted basis (a “5% Owner”), who is not controlling, controlled by or under common control with any such 5% Owner and who is not the spouse or descendent (by birth or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other persons.
Change in Control Protections. (a) In the event, during the Employment Period, the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, in both cases upon or within two (2) years immediately following a Change in Control, the Company shall have no further obligations to the Executive under the terms of this Agreement or otherwise other than to pay or provide to the Executive the following amounts and benefits (provided the Executive has executed, delivered to the Company and not revoked a general release of claims against the Company in a form satisfactory to the Company and subject to Section 8(h) hereof):
(i) payment of Annual Base Salary through the end of the month in which the Executive’s Date of Termination occurs;
(ii) payment of an amount equal to one (1) time Annual Base Salary received during the preceding year (“the Severance Payment”), and if such termination occurs in the first year of employment, the Severance Payment shall be $215,000.00;
(iii) payment of unreimbursed business expenses;
(iv) an amount for payment of unused, accrued vacation;
(v) continued participation until the second anniversary of the Date of Termination in all Company medical and dental plans in which the Executive and his eligible dependents were participating immediately prior to the Date of Termination (subject to offset as set forth in Section 7 hereof);
(vi) as long as the Executive uses such services prior to the first anniversary of the Date of Termination, up to $25,000 in outplacement services;
(vii) payments of other amounts, entitlements or benefits, if any, in accordance with applicable plans, programs, arrangements or other agreements of the Company.
(viii) payment of Executive’s reasonable relocation costs (including for movement of household goods and reasonable transportation expenses) to relocate Executive and his family from Miami, Florida to a place mutually agreed to by the parties. The payment of relocation costs are subject to preapproval by the Company and may not exceed the costs incurred by the Company to relocate the Executive and his family from Philadelphia, Pennsylvania to Miami, Florida.
Change in Control Protections. Upon the occurrence of a Change in Control (as defined below), Executive’s Options, and all outstanding equity and long-term incentive awards to and for the benefit of Executive, shall immediately vest (and not be subject to forfeiture for any reason) in a manner to enable Executive to fully participate in the Change in Control transaction, and, to the extent any of Executive’s vested stock Options which were granted to Executive on or after the Effective Date survive such Change in Control, then such vested Options shall thereafter remain exercisable in accordance with their original terms (including termination in connection with a termination of Executive’s employment with the Company). For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following events:
