Change of Control Benefits. If Executive's employment with the Company is terminated at any time within the three years following a Change of Control by the Company without Cause, or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "Termination Date"), Executive shall be entitled to the payments and benefits provided hereafter in this Section 3 and as set forth in this Exhibit. If Executive's employment by the Company is terminated prior to a Change of Control by the Company (i) at the request of a party (other than the Company) involved in the Change of Control or (ii) otherwise in connection with or in anticipation of a Change of Control that subsequently occurs, Executive shall be entitled to the benefits provided hereafter in this Section 3 and as set forth in this Exhibit, and Executive's Termination Date shall be deemed to have occurred immediately following the Change of Control. Payment of benefits under this Exhibit shall be in addition to, and not in lieu of, any benefits payable under the ARAMARK Corporation Agreement Relating to Employment and Post-Employment Competition of which this Exhibit is a part, except as provided in Section 3(b) hereof. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 13, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination Date.
Change of Control Benefits. (i) If Executive's employment with the Company and its Subsidiaries is terminated at any time within the two years following a Change of Control by the Company and any of its Subsidiaries without Cause or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "Termination Date"), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive's execution of a general release in favor of the Company substantially in the form attached hereto as Exhibit A (the "Release"), the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's employment by the Company and any of its Subsidiaries is terminated prior to a Change of Control by the Company and any of its Subsidiaries without Cause in connection with or in anticipation of a Change of Control, Executive shall be entitled to the benefits provided hereafter in Sections 3 and 4 and as otherwise set forth in this Agreement, but only if an anticipated Change of Control actually occurs, and Executive's Termination Date shall be deemed to have occurred immediately following the Change of Control. Notwithstanding the preceding sentence, in the event of any such termination, Executive shall continue to receive Executive's Base Salary at the annual rate in effect immediately prior to such termination (but not less than the annual rate in effect on the date of this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date of the anticipated Change of Control, provided, however that such Base Salary and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that would have resulted in the anticipated Change of Control terminates, whichever is applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 14, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination Date.
Change of Control Benefits. Subject to the provisions of Section 6.4(d), if a Change of Control has occurred and the Employee’s employment was terminated by the Company without Cause, or by the Employee for Good Reason as defined in Section 5.3(d), during the period beginning six (6) months prior to the Change of Control and ending twenty-four (24) months following the Change of Control (an “Eligible Termination”), then in lieu of the Severance Benefits under Section 6.4(a), the Employee will be entitled to benefits (the “Change of Control Benefits”) with respect to an Eligible Termination, as follows:
(i) Amounts identical to those set forth in Sections 6.4(a)(i)-(iii) except that the amount described in Section 6.4(a)(iii) will be equal to one and one-half (1.5) times the Employee’s annual Base Salary at the highest rate in effect at any time during the thirty-six (36) month period immediately preceding the Termination Date; provided, however, that if the Termination Date preceded the Change of Control, then the Change of Control Benefits outlined in Sections 6.4(a)(ii) and (a)(iii) will be payable within the later of thirty (30) days following the Termination Date and thirty (30) days following the Change of Control.
(ii) The Company will pay the same COBRA Coverage described in Sections 6.4(a)(v). Notwithstanding the foregoing, the benefits described in this Section 6.4(b)(ii) shall be discontinued by the Company prior to the end of the period provided in this subsection (ii) if Employee receives substantially similar benefits from a subsequent employer.
(iii) All stock appreciation rights and other incentive awards held by the Employee will become fully vested and immediately exercisable and all restrictions on any restricted stock held by the Employee will be removed (other than as may be required under applicable securities laws). The foregoing notwithstanding, if the Termination Date preceded the Change of Control, the amount of Severance Benefits to which the Employee will be entitled will be the difference between the Severance Benefits already paid to the Employee, if any, under Section 6.4(a) and the Severance Benefits to be paid under this Section 6.4(b).
Change of Control Benefits. If Employee (i) is terminated other than for Cause by the Company within ninety (90) days prior to a Change of Control or as a result of or in connection with a Change of Control or (ii) is terminated other than for Cause by the Company (or its successor corporation) or resigns for Good Reason within twelve (12) months following a Change of Control, and provided that Employee signs and does not revoke a Release, then Employee shall be entitled to the same benefits as set forth in Sections 6(b)(i) through 6(b)(iv) above. Notwithstanding the foregoing, in the event that the benefits provided for in this Section 7 (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then Employee’s benefits otherwise payable under this Section 7 shall be reduced by the minimum extent necessary such that no portion of such benefits would be subject to the Excise Tax. Unless the Company and Employee otherwise agree in writing, any determination required under this Section 7 shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the calculations required by this Section 7, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 7. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 7.
Change of Control Benefits. If, within twelve (12) months following the consummation of the Change in Control, you are either terminated by the Company (which term shall hereinafter also refer to and include any successor entity) without Cause (as hereinafter defined) or you voluntarily terminate your employment with the Company for “Good Reason” (as hereinafter defined), and provided you execute a general release in a form provided by the Company at the time of termination, you will be entitled to receive the following benefits:
Change of Control Benefits. In the event the Employee receives severance and other benefits pursuant to a change in control agreement that are greater than or equal to the amounts payable hereunder, then the Employee shall not be entitled to receive severance or any other benefits under this Agreement.
Change of Control Benefits. (a) If during the Employment Term Employee’s employment is terminated other than for Cause by the Company within ninety (90) days prior to a Change of Control (as defined herein), or is terminated other than for Cause by the Company (or its successor corporation) in connection with a Change of Control, or is terminated other than for Cause by the Company (or its successor corporation) within eighteen (18) months following a Change of Control, or if Employee resigns for Good Reason within eighteen (18) months following a Change of Control but within ninety (90) days following Employee’s learning of the occurrence of a Good Reason event and following the end of the Cure Period, and Employee signs and does not revoke a Release, then, subject to Employee’s compliance with Section 8, Employee shall be entitled to the following payments and benefits:
(i) A lump sum cash payment in an amount equal to two (2) times his Base Salary, as then in effect, to be paid in a lump sum within ten (10) business days following Employee’s Termination Date;
(ii) A lump sum cash payment in an amount equal to two (2) times Employee’s annual bonus (based on the higher of (A) his actual bonus earned for the prior year and (B) his target bonus for the year of termination), to be paid in a lump sum within ten (10) business days following Employee’s Termination Date;
(iii) A lump sum cash payment in an amount equal to the pro rata annual bonus award for the year of termination (based on the higher of (A) his actual bonus earned for the prior year and (B) his target bonus for the year of termination); such amount to be paid in a lump sum in cash within ten (10) business days following such termination;
(iv) The same level of health (i.e. medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Employee’s Termination Date; provided, however that the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and Employee elects continuation coverage pursuant to COBRA, within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage (on the same basis as when he was an active employee) until the later of (i) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA or (ii) twenty-four (24) months from the Termination Date. If Employee and/or his family is not e...
Change of Control Benefits. 3.8.1. If (a) Executive’s employment is terminated either (i) by the Company without Cause, but not because of Executive’s Disability or death, or (ii) by Executive for Good Reason, (b) Executive’s Termination Date is during the period beginning six (6) months immediately preceding a Change of Control and ending twenty-four months after the date of the Change of Control, provided that if Executive’s Termination Date is prior to the date of a Change of Control such termination is an Anticipatory Termination and (c) Executive executes and delivers to the Company a Release Agreement in accordance with Section 3.9.4, Executive shall receive the following payments and benefits in lieu of any payments or benefits under Section 3.4.1 herein:
Change of Control Benefits. (a) In the event you become eligible for benefits under Section 3, you will receive (i) any benefits to which you are entitled pursuant to and in accordance with the terms of any plan of the Company then in effect and any existing contract between you and the Company, and (ii) the following benefits, conditioned upon your signing a release of claims in a form reasonably satisfactory to the Company not later than twenty-one (21) calendar days after the date of your termination:
(1) your unvested equity awards will immediately vest and become exercisable;
(2) a lump sum payment in an amount equal to your Cash Compensation received by you from the Company for the two (2) most recent taxable years ending before the date upon which the Change of Control occurred, payable upon the later of (i) thirty (30) calendar days from the date your employment terminates or (ii) thirty (30) calendar days from the date of the Change of Control, but in no event later than March 15th of the year following the year in which the termination occurs. As used in this paragraph, Cash Compensation means your base salary and your annual incentive plan payment, in each case including any amounts deferred in the Company’s 401(k) plan and deferred compensation plan; and
(3) until the earlier of (a) eighteen (18) months, (b) such time as you obtain comparable benefits through employment or otherwise, or (c) age sixty-five (65), the Company will pay the COBRA premiums for continuation of group health insurance coverage for you and any of your eligible dependents that were covered under the Company’s health plans on your date of termination. Notwithstanding anything to the contrary in this Agreement or in any other plan, policy or agreement, if you become eligible for severance benefits under Section 3 of this Agreement, you shall not be eligible to receive any severance benefits from the Company under any other plan, policy or agreement, including your Executive Employment Agreement dated as of May 19, 2013; provided that if your employment is terminated by the Company for a reason other than Cause within sixty (60) days before the date of a Change of Control and severance benefits had already commenced pursuant to the terms of another plan, policy or agreement, then (i) the severance benefits payable under such other plan, policy or agreement shall cease as of the date of the Change of Control and (ii) (A) the cash severance benefits payable pursuant to Section 4(a)(ii)(2) shall be reduce...
Change of Control Benefits. Subject to the provisions of Section 6.4(d), if within the one (1) year period following the occurrence of a Change of Control, the Employer terminates the Employee's employment without Cause, or the Employee terminates his employment for Good Reason, then, in lieu of the Severance Benefits under Section 6.4(a), the Employee will be entitled to benefits (the "Change of Control Benefits") identical to those set forth in Section 6.4(a) except that the amount described in clause (ii) will be equal to thirty-six (36) monthly payments and will be paid in a lump sum within thirty (30) days following the Termination Date.
