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. (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.
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:
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 (the “Release) and subject to Section 8(h) hereof):
Change in Control Protections. You shall be included in and covered by the Company’s 2012 Executive Change in Control Plan (the "CIC Plan"), which is incorporated herein by reference. Your Termination Pay Multiple, as defined in the CIC
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. (a) Upon the occurrence of a Change in Control (as defined in Exhibit A attached hereto) and all other equity awards then held by the Executive shall immediately vest and become exercisable.
Change in Control Protections. In the event that any payment or benefit made or provided to or for the benefit of the Executive in connection with this Agreement or his employment with the Company or the termination thereof (a “Payment”) is determined to be subject to any excise tax (“Excise Tax”) imposed by Section 4999 of the Internal Revenue Code (or any successor to such Section), the Company shall pay to the Executive, prior to the time any Excise Tax is payable with respect to such Payment (through withholding or otherwise), an additional amount, which, after the imposition of all income, employment, excise and other taxes thereon (including any penalties and interest assessments), is equal to the sum of (i) the Excise Tax on such Payment plus (ii) any penalty and interest assessments associated with such Excise Tax. The Executive shall make all reasonable efforts to assist the Company in rebutting any presumption that such Payments are subject to the Excise Tax and the Executive shall promptly notify the Company of any Internal Revenue Service notice demanding payment of Excise Tax or alleging that the Executive is subject to such Excise Tax.
