Common use of Change of Control Agreements Clause in Contracts

Change of Control Agreements. ASARCO has change of control employment agreements with the 12 people listed in Section 5.18(a) of the ASARCO Disclosure Schedule which provide certain benefits upon a termination of employment other than for "cause" or for "good reason" following the Effective Time. Parent shall take all appropriate steps necessary to, and will, give reasonable advance notice of its intention to offer employment (including the proposed terms thereof), or not to offer employment, to each of the aforementioned 12 people and will make such offers in the former case, all sufficiently in advance of the Effective Time to afford such offerees reasonable time prior to the Effective Time to decide whether or not to accept the employment offered prior to the Effective Time. ASARCO has previously made written disclosure to Parent for each of such 12 people and for all such people in the aggregate of the total estimated amount payable to such people for all obligations owed to them by ASARCO under all contractual and plan arrangements with such people, assuming that the employment of each such person was terminated effective as of December 31, 1999 (except that specific benefits are calculated as of specified dates set forth in the written disclosure). The parties hereto agree that the transactions contemplated by the Agreement shall constitute a "change of control" for purposes of the change of control employment agreements referred to in this Section 5.18.

Change of Control Agreements. ASARCO has change of control employment agreements with the 12 people listed in Section 5.18(a5.13(a) of the ASARCO Disclosure Schedule which provide certain benefits upon a termination of employment other than for "cause" or for "good reason" following the Effective Time. Parent shall take all appropriate steps necessary to, and will, give reasonable advance notice of its intention to offer employment (including the proposed terms thereof), or not to offer employment, to each of the aforementioned 12 people and will make such offers in the former case, all sufficiently in advance of the Effective Time to afford such offerees reasonable time prior to the Effective Time to decide whether or not to accept the employment offered prior to the Effective Time. ASARCO has previously made written disclosure to Parent for each of such 12 people and for all such people in the aggregate of the total estimated amount payable to such people for all obligations owed to them by ASARCO under all contractual and plan arrangements with such people, assuming that the employment of each such person was terminated effective as of December 31, 1999 (except that specific benefits are calculated as of specified dates set forth in the written disclosure). The parties hereto agree that the transactions contemplated by the this Agreement shall constitute a "change of control" for purposes of the change of control employment agreements referred to in this Section 5.185.13.