Effective Date and Term of Agreement. (a) This Agreement is effective and binding on both parties as of the date hereof and, subject to Section 2(b) hereof and to Section 2(c) hereof, shall continue to apply in accordance with its terms to a termination of Executive's employment with the Company occurring on or before December 31, 2002; provided, however, that, as of January 1, 2001, and each January 1 thereafter, this Agreement shall automatically be extended to apply in accordance with its terms to a termination of Executive's employment with the Company occurring on or before one (1) additional year has elapsed unless, not later than September 30 of the preceding year, the Company shall have given notice that it does not wish so to extend this Agreement; and provided, further, that, notwithstanding any such notice by the Company not to so extend this Agreement, if a Change in Control (as hereinafter defined) shall have occurred, during the original or extended period, this Agreement shall continue to apply in accordance with its terms to a termination of Executive's employment with the Company occurring on or before the expiration of three (3) years after the occurrence of such Change in Control. Notwithstanding the present effectiveness of this Agreement and except to the extent expressly otherwise provided in Sections 1(d) and 2(b) of this Agreement, the provisions of Sections 3 and 4 of this Agreement shall become operative only when, as and if there has been a Change in Control. (b) For purposes of this Agreement, a change in control of the Company (a "Change in Control") shall be deemed to have occurred upon the first occurrence after the date hereof of any of the following events: (i) the occurrence of such a change in control of the direction and administration of the Company's or the Holding Company's business as would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as in effect on the date hereof and any successor provision of the regulations under the Exchange Act, if the Company or the Holding Company were required at the time of such occurrence to report under such provisions (whether or not the Company is subject to the reporting provisions of Section 12 of the Exchange Act and to such reporting requirement); or (ii) if the individuals who, at the beginning of the period commencing two (2) years earlier, constituted the Company's or the Holding Company's board of directors cease for any reason to constitute at least a majority of the such company's board of directors provided however, that any person who is a "Continuing Director" (as defined below) shall be deemed for this purpose to have been a member of the board on the first day of such two-year period; or (iii) the Company's or the Holding Company's board of directors shall approve a sale of all or substantially all of the assets of the Company or the Holding Company, as the case may be, and such transaction shall have been consummated; or (iv) if at the time the Company is a stock corporation and, prior to the fifth anniversary of the effective date of its demutualization, five percent (5%) or, if after such fifth anniversary, ten percent (10%) (or, in either case, such higher percentage (not to exceed twenty percent (20%)) at which approval by the New York Insurance Department is required to effect such an acquisition) or more of the combined voting power of securities of the Company or of the Holding Company are acquired by an individual, entity, any employee benefit plan sponsored or maintained by the Company or a Subsidiary, or group acting in concert, in each case, other than the Holding Company or any of its subsidiaries; or (v) at any date after the date hereof, the Company or the Holding Company is voluntarily or involuntarily dissolved or liquidated or otherwise ceases business operations; or (vi) the Company's or the Holding Company's board of directors shall approve any merger, consolidation or like business combination or reorganization of the Company or the Holding Company, as the case may be, such transaction shall have been consummated and a majority of the individuals who constituted directors of the Company or the Holding Company on the day the board of directors approved such transaction cease for any reason, at any time within two (2) years after the consummation of such transaction, to constitute a majority of such board of directors or of the board of directors of any successor company resulting from such merger, consolidation, or like business combination or reorganization; provided, however, that any person who is a "Continuing Director" (as defined below) shall be deemed for this purpose to have been a member of the board on the first day of such two-year period.
Appears in 4 contracts
Samples: Executive Employment Agreement (Phoenix Companies Inc/De), Executive Employment Agreement (Phoenix Companies Inc/De), Executive Employment Agreement (Phoenix Companies Inc/De)
Effective Date and Term of Agreement. (a) This Agreement is effective and binding on both parties as of the date hereof and, subject to Section 2(b) hereof and to Section 2(c) hereof, shall continue to apply in accordance with its terms to a termination of Executive's employment with the Company occurring on or before December 31, 2002; provided, however, that, as of January 1, 2001, and each January 1 thereafter, this Agreement shall automatically be extended to apply in accordance with its terms to a termination of Executive's employment with the Company occurring on or before one (1) additional year has elapsed unless, not later than September 30 of the preceding year, the Company shall have given notice that it does not wish so to extend this Agreement; and provided, further, that, notwithstanding any such notice by the Company not to so extend this Agreement, if a Change in Control (as hereinafter defined) shall have occurred, during the original or extended period, this Agreement shall continue to apply in accordance with its terms to a termination of of` Executive's employment with the Company occurring on or before the expiration of three (3) years after the occurrence of such Change in Control. Notwithstanding the present effectiveness of this Agreement and except to the extent expressly otherwise provided in Sections 1(d) and 2(b) of this Agreement, the provisions of Sections 3 and 4 of this Agreement shall become operative only when, as and if there has been a Change in Control.
(b) For purposes of this Agreement, a change in control of the Company (a "Change in Control") shall be deemed to have occurred upon the first occurrence after the date hereof of any of the following events:
: (i) the occurrence of such a change in control of the direction and administration of the Company's or the Holding Company's business as would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as in effect on the date hereof and any successor provision of the regulations under the Exchange Act, if the Company or the Holding Company were required at the time of such occurrence to report under such provisions (whether or not the Company is subject to the reporting provisions of Section 12 of the Exchange Act and to such reporting requirement); or
(ii) if the individuals who, at the beginning of the period commencing two (2) years earlier, constituted the Company's or the Holding Company's board of directors cease for any reason to constitute at least a majority of the such company's board of directors provided however, that any person who is a "Continuing Director" (as defined below) shall be deemed for this purpose to have been a member of the board on the first day of such two-year period; or
(iii) the Company's or the Holding Company's board of directors shall approve a sale of all or substantially all of the assets of the Company or the Holding Company, as the case may be, and such transaction shall have been consummated; or
(iv) if at the time the Company is a stock corporation and, prior to the fifth anniversary of the effective date of its demutualizationdemutulization, five percent (5%) or, if after such fifth anniversary, ten percent (10%) (or, in either case, such higher percentage (not to exceed twenty percent (20%)) at which approval by the New York Insurance Department is required to effect such an acquisition) or more of the combined voting power of securities of the Company or of the Holding Company are acquired by an individual, entity, any employee benefit plan sponsored or maintained by the Company or a Subsidiary, or group acting in concert, in each case, other than the Holding Company or any of its subsidiaries; or
(v) at any date after the date hereof, the Company or the Holding Company is voluntarily or involuntarily dissolved or liquidated or otherwise ceases business operations; or
(vi) the Company's or the Holding Company's board of directors shall approve any merger, consolidation or like business combination or reorganization of the Company or the Holding Company, as the case may be, such transaction shall have been consummated and a majority of the individuals who constituted directors of the Company or the Holding Company on the day the board of directors approved such transaction cease for any reason, at any time within two (2) years after the consummation of such transaction, to constitute a majority of such board of directors or of the board of directors of any successor company resulting from such merger, consolidation, or like business combination or reorganization; provided, however, that any person who is a "Continuing Director" (as defined below) shall be deemed for this purpose to have been a member of the board on the first day of such two-year period. For purposes of this Agreement, "Continuing Directors" shall mean (i) the directors of the Company in office on the date hereof or, in the case of the Holding Company, its directors immediately preceding any demutualization of the Company and (ii) any successor to any such director, or any additional director, who (A) after the date hereof was nominated or selected by a majority of the Continuing Directors in office at the time of his/her nomination or selection (other than any such nomination or selection of an individual as a director of the Company, the Holding Company or any successor to the Company or the Holding Company who was so nominated or selected in connection with the settlement of a threatened or actual proxy contest involving or, a proposed or consummated merger, consolidation or like business combination or reorganization of, the Company or the Holding Company or (B) who has been accepted in writing as a Continuing Director for purposes of this Agreement by Executive.
(c) It is hereby provided, however, that in no event shall the reorganization of the Company from a mutual to a stock company, the acquisition of its shares by the Holding Company or the initial public offering of the shares of the Holding Company be treated, individually or collectively, as a "Change in Control" for purposes of this Agreement and in no event shall any benefits be payable hereunder as a result of any such events.
(d) The Company shall be obligated to make the payments and provide the benefits described in Section 4 hereof following, and the provisions of Section 3 hereof shall apply to, a Change in Control only if such Change in Control shall have occurred within the period of Executive's employment with the Company. Except as provided in the next following sentence, if the Executive ceases employment prior to the occurrence of a Change in Control, the Company's and Executive's obligations shall terminate automatically upon such termination and, except as provided in Section 5(a) hereof, neither party shall have any obligation to the other hereunder. If the Company terminates the Executive's employment during the period established under Section 2(b) of this Agreement other than for Cause, the Executive shall, solely for purposes of determining his/her right to severance benefits under this Agreement, be deemed to have remained employed by the Company until the day following the Change in Control and to have then been terminated by the company without Cause.
Appears in 2 contracts
Samples: Executive Agreement (Phoenix Companies Inc/De), Executive Agreement (Phoenix Companies Inc/De)
Effective Date and Term of Agreement. (a) This Agreement is effective and binding on both parties as of the date hereof and, subject to Section 2(b) hereof and to Section 2(c) hereof, shall continue to apply in accordance with its terms to a termination of the Executive's employment with the Company occurring on or before December 31, 2002; provided, however, that, as of January 1, 2001, and each January 1 thereafter, this Agreement shall automatically be extended to apply in accordance with its terms to a termination of the Executive's employment with the Company occurring on or before one (1) additional year has elapsed unless, not later than September 30 of the preceding year, the Company shall have given notice that it does not wish so to extend this Agreement; and provided, further, that, notwithstanding any such notice by the Company not to so extend this Agreement, if a Change in Control (as hereinafter defined) shall have occurred, during the original or extended period, this Agreement shall continue to apply in accordance with its terms to a termination of Executive's employment with the Company occurring on or before the expiration of three (3) years after the occurrence of such Change in Control. Notwithstanding the present effectiveness of this Agreement and except to the extent expressly otherwise provided in Sections 1(d) and 2(b) of this Agreement, the provisions of Sections 3 and 4 of this Agreement shall become operative only when, as and if there has been a Change in Control.
(b) For purposes of this Agreement, a change in control of the Company (a "Change in Control") shall be deemed to have occurred upon the first occurrence after the date hereof of any of the following events:
(i) the occurrence of such a change in control of the direction and administration of the Company's or the Holding a Relevant Company's business as would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as in effect on the date hereof and any successor provision of the regulations under the Exchange Act, if the Relevant Company or the Holding Company were was required at the time of such occurrence to report under such provisions (whether or not the Relevant Company is subject to the reporting provisions of Section 12 of the Exchange Act and to such reporting requirement); or
(ii) if the individuals who, at the beginning of the period commencing two (2) years earlier, constituted the Company's or the Holding a Relevant Company's board of directors cease for any reason to constitute at least a majority of the such company's board of directors directors, provided however, that any person who is a "Continuing Director" (as defined below) shall be deemed for this purpose to have been a member of the board on the first day of such two-year period; or
(iii) the Company's or the Holding a Relevant Company's board of directors shall approve a sale of all or substantially all of the assets of the such Relevant Company or the Holding Company, as the case may be, and such transaction shall have been consummated; or
(iv) if at the time the Company Parent is a stock corporation and, prior to the fifth (5th) anniversary of the effective date of its demutualization, five percent (5%) or, if after such fifth anniversary, ten percent (10%) (or, in either case, such higher percentage (not to exceed twenty percent (20%)) at which approval by the New York Insurance Department is required to effect such an acquisition) or more of the combined voting power of securities of the Company or of the Holding a Relevant Company are acquired by an individual, entity, any employee benefit plan sponsored or maintained by the a Relevant Company or a Subsidiarysubsidiary thereof, or group acting in concert, in each case, other than the Holding Company or any of its subsidiaries; or
(v) at any date after the date hereof, the Company or the Holding a Relevant Company is voluntarily or involuntarily dissolved or liquidated or otherwise ceases business operations; or
(vi) the Company's or the Holding a Relevant Company's board of directors shall approve any merger, consolidation or like business combination or reorganization of the such Relevant Company or the Holding Company, as the case may be, such transaction shall have been consummated and a majority of the individuals who constituted directors of the Company or the Holding Relevant Company on the day the board of directors approved such transaction cease for any reason, at any time within two (2) years after the consummation of such transaction, to constitute a majority of such board of directors or of the board of directors of any successor company resulting from such merger, consolidation, or like business combination or reorganization; provided, however, that any person who is a "Continuing Director" (as defined below) shall be deemed for this purpose to have been a member of the board on the first day of such two-year period.
Appears in 1 contract
Samples: Executive Employment Agreement (Phoenix Companies Inc/De)
Effective Date and Term of Agreement. (a) This Agreement is effective and binding on both parties as of the date hereof and, subject to Section 2(b) hereof and to Section 2(c) hereof, shall continue to apply in accordance with its terms to a termination of Executive's employment with the Company occurring on or before December 31, 2002; provided, however, that, as of January 1, 2001, and each January 1 thereafter, this Agreement shall automatically be extended to apply in accordance with its terms to a termination of Executive's employment with the Company occurring on or before one (1) additional year has elapsed unless, not later than September 30 of the preceding year, the Company shall have given notice that it does not wish so to extend this Agreement; and provided, further, that, notwithstanding any such notice by the Company not to so extend this Agreement, if a Change in Control (as hereinafter defined) shall have occurred, during the original or extended period, this Agreement shall continue to apply in accordance with its terms to a termination of Executive's employment with the Company occurring on or before the expiration of three (3) years after the occurrence of such Change in Control. Notwithstanding the its present effectiveness of this Agreement and except to the extent expressly otherwise provided in Sections 1(d) and 2(b) of this Agreementeffectiveness, the provisions of Sections 3 and 4 of this Agreement shall become operative only when, as and if there has been a "Change in Control.
(b) " of the Company. For purposes of this Agreement, a change in control of the Company (a "Change in Control") " of the Company shall be deemed to have occurred upon the first occurrence after the date hereof of any of the following events:
(i) the occurrence of such a A change in control of the direction and administration of the Company's or the Holding Company's business as would be required to be of a nature that is reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act NY2:\852541\05\$9TP05!.DOC\51040.0003 Executive Management of 1934, as amended (the "Exchange Act"), as in effect on the date hereof and any successor provision of the regulations under the Exchange Act, if the Company or the Holding Company were required at the time of such occurrence to report under such provisions (whether or not the Company is then subject to the reporting provisions of Section 12 of the Exchange Act and to such reporting requirement); or
(ii) if Any "person" (as such term is used In Sections 13(d) and 14(d)(2) of the Exchange Act but excluding any employee benefit plan of the Company) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing twenty percent (20%) or more of the combined voting power of the Company's outstanding securities then entitled ordinarily to vote for the election of Directors; or
(iii) During any period of two (2) consecutive years, the individuals who, who at the beginning of such period constitute the period commencing two Board of Directors or any individuals who would be "Continuing Directors" (2as hereinafter defined) years earlier, constituted the Company's or the Holding Company's board of directors cease for any reason to constitute at least a majority of the such company's board of directors provided however, that any person who is a "Continuing Director" (as defined below) shall be deemed for this purpose to have been a member of the board on the first day of such two-year periodMajority thereof; or
(iiiiv) The Company shall cease to meet the listing criteria of the New York Stock Exchange in respect of the number of shares of the Company's Common Stock held by non-affiliates and the number of such stockholders holding one hundred (100) shares or the Holding Company's board more; or
(v) The Board of directors Directors shall approve a sale of all or substantially all of the assets of the Company or the Holding Company, as the case may be, and such transaction shall have been consummated; or
(vi) The Board of Directors shall approve any merger, consolidation, or like business combination or reorganization of the Company, the consummation of which would result in the occurrence of any event described in clause (ii), (iii) or (iv), above; provided, however, that none of the foregoing events shall constitute a Change in Control if such event occurs as a result of an agreement or transaction approved by the "Continuing Directors," either before or after the occurrence of such event, and the Continuing Directors in approving such agreement or transaction determine that it is not in the best interests of the Company for such agreement or transaction to constitute a Change in Control for purposes of this Agreement.
(b) if For purposes of this Agreement, "Continuing Directors" shall mean the directors of the Company in office on the date hereof and any successor to any such director and any additional director who after the date hereof (i) was nominated or selected by a majority of the Continuing Directors in office at the time of his nomination or selection and (ii) who is not an "affiliate" or "associate" (as defined in Regulation 12B under the Company Exchange Act) of any person who is a stock corporation andthe beneficial owner, prior to the fifth anniversary directly or indirectly, of the effective date of its demutualization, five percent (5%) or, if after such fifth anniversary, securities representing ten percent (10%) (or, in either case, such higher percentage (not to exceed twenty percent (20%)) at which approval by the New York Insurance Department is required to effect such an acquisition) or more of the combined voting power of securities of the Company or of the Holding Company are acquired by an individual, entity, any employee benefit plan sponsored or maintained by the Company or a Subsidiary, or group acting in concert, in each case, other than the Holding Company or any of its subsidiaries; or
(v) at any date after the date hereof, the Company or the Holding Company is voluntarily or involuntarily dissolved or liquidated or otherwise ceases business operations; or
(vi) the Company's or outstanding securities then entitled ordinarily to vote for the Holding Company's board election of directors shall approve any merger, consolidation or like business combination or reorganization of the Company or the Holding Company, as the case may be, such transaction shall have been consummated and a majority of the individuals who constituted directors of the Company or the Holding Company on the day the board of directors approved such transaction cease for any reason, at any time within two (2) years after the consummation of such transaction, to constitute a majority of such board of directors or of the board of directors of any successor company resulting from such merger, consolidation, or like business combination or reorganization; provided, however, that any person who is a "Continuing Director" (as defined below) shall be deemed for this purpose to have been a member of the board on the first day of such two-year perioddirectors.
Appears in 1 contract
Samples: Termination Compensation Agreement (Guilford Mills Inc)
Effective Date and Term of Agreement. (a) This Agreement is effective and binding on both parties as of the date hereof and, subject to Section 2(b) hereof and to Section 2(c) hereof, shall continue to apply in accordance with its terms to a termination of Executive's employment with the Company occurring on or before December 31, 2002; provided, however, that, as of January 1, 2001, and each January 1 thereafter, this Agreement shall automatically be extended to apply in accordance with its terms to a termination of Executive's employment with the Company occurring on or before one (1) additional year has elapsed unless, not later than September 30 of the preceding year, the Company shall have given notice that it does not wish so to extend this Agreement; and provided, further, that, notwithstanding any such notice by the Company not to so extend this Agreement, if a Change in Control (as hereinafter defined) shall have occurred, during the original or extended period, this Agreement shall continue to apply in accordance with its terms to a termination of Executive's employment with the Company occurring on or before the expiration of three (3) years after the occurrence of such Change in Control. Notwithstanding the its present effectiveness of this Agreement and except to the extent expressly otherwise provided in Sections 1(d) and 2(b) of this Agreementeffectiveness, the provisions of Sections 3 and 4 of this Agreement shall become operative only when, as and if there has been a "Change in Control.
(b) " of the Company. For purposes of this Agreement, a change in control of the Company (a "Change in Control") " of the Company shall be deemed to have occurred upon the first occurrence after the date hereof of any of the following events:
(i) the occurrence of such a A change in control of the direction and administration of the Company's or the Holding Company's business as would be required to be of a nature that is reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as in effect on the date hereof and NY2:\868973\03\$M$503!.DOC\51040.0003 Senior Executive Management any successor provision of the regulations under the Exchange Act, if the Company or the Holding Company were required at the time of such occurrence to report under such provisions (whether or not the Company is then subject to the reporting provisions of Section 12 of the Exchange Act and to such reporting requirement); or
(ii) if Any "person" (as such term is used In Sections 13(d) and 14(d)(2) of the Exchange Act but excluding any employee benefit plan of the Company) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing twenty percent (20%) or more of the combined voting power of the Company's outstanding securities then entitled ordinarily to vote for the election of Directors; or
(iii) During any period of two (2) consecutive years, the individuals who, who at the beginning of such period constitute the period commencing two Board of Directors or any individuals who would be "Continuing Directors" (2as hereinafter defined) years earlier, constituted the Company's or the Holding Company's board of directors cease for any reason to constitute at least a majority of the such company's board of directors provided however, that any person who is a "Continuing Director" (as defined below) shall be deemed for this purpose to have been a member of the board on the first day of such two-year periodMajority thereof; or
(iiiiv) The Company shall cease to meet the listing criteria of the New York Stock Exchange in respect of the number of shares of the Company's Common Stock held by non-affiliates and the number of such stockholders holding one hundred (100) shares or the Holding Company's board more; or
(v) The Board of directors Directors shall approve a sale of all or substantially all of the assets of the Company or the Holding Company, as the case may be, and such transaction shall have been consummated; or
(vi) The Board of Directors shall approve any merger, consolidation, or like business combination or reorganization of the Company, the consummation of which would result in the occurrence of any event described in clause (ii), (iii) or (iv), above; provided, however, that none of the foregoing events shall constitute a Change in Control if such event occurs as a result of an agreement or transaction approved by the "Continuing Directors," either before or after the occurrence of such event, and the Continuing Directors in approving such agreement or transaction determine that it is not in the best interests of the Company for such agreement or transaction to constitute a Change in Control for purposes of this Agreement.
(b) if For purposes of this Agreement, "Continuing Directors" shall mean the directors of the Company in office on the date hereof and any successor to any such director and any additional director who after the date hereof (i) was nominated or selected by a majority of the Continuing Directors in office at the time of his nomination or selection and (ii) who is not an "affiliate" or "associate" (as defined in Regulation 12B under the Company Exchange Act) of any person who is a stock corporation andthe beneficial owner, prior to the fifth anniversary directly or indirectly, of the effective date of its demutualization, five percent (5%) or, if after such fifth anniversary, securities representing ten percent (10%) (or, in either case, such higher percentage (not to exceed twenty percent (20%)) at which approval by the New York Insurance Department is required to effect such an acquisition) or more of the combined voting power of securities of the Company or of the Holding Company are acquired by an individual, entity, any employee benefit plan sponsored or maintained by the Company or a Subsidiary, or group acting in concert, in each case, other than the Holding Company or any of its subsidiaries; or
(v) at any date after the date hereof, the Company or the Holding Company is voluntarily or involuntarily dissolved or liquidated or otherwise ceases business operations; or
(vi) the Company's or outstanding securities then entitled ordinarily to vote for the Holding Company's board election of directors shall approve any merger, consolidation or like business combination or reorganization of the Company or the Holding Company, as the case may be, such transaction shall have been consummated and a majority of the individuals who constituted directors of the Company or the Holding Company on the day the board of directors approved such transaction cease for any reason, at any time within two (2) years after the consummation of such transaction, to constitute a majority of such board of directors or of the board of directors of any successor company resulting from such merger, consolidation, or like business combination or reorganization; provided, however, that any person who is a "Continuing Director" (as defined below) shall be deemed for this purpose to have been a member of the board on the first day of such two-year perioddirectors.
Appears in 1 contract
Samples: Termination Compensation Agreement (Guilford Mills Inc)
Effective Date and Term of Agreement. (a) This Agreement is effective and binding on both parties as of the date hereof and, subject to Section 2(b) hereof and to Section 2(c) hereof, shall continue to apply in accordance with its terms to a termination of the Executive's employment with the Company occurring on or before December 31, 2002; provided, however, that, as of January 1, 2001, and each January 1 thereafter, this Agreement shall automatically be extended to apply in accordance with its terms to a termination of the Executive's employment with the Company occurring on or before one (1) additional year has elapsed unless, not later than September 30 of the preceding year, the Company shall have given notice that it does not wish so to extend this Agreement; and provided, further, that, notwithstanding any such notice by the Company not to so extend this Agreement, if a Change in Control (as hereinafter defined) shall have occurred, during the original or extended period, this Agreement shall continue to apply in accordance with its terms to a termination of of` Executive's employment with the Company occurring on or before the expiration of three (3) years after the occurrence of such Change in Control. Notwithstanding the present effectiveness of this Agreement and except to the extent expressly otherwise provided in Sections 1(d) and 2(b) of this Agreement, the provisions of Sections 3 and 4 of this Agreement shall become operative only when, as and if there has been a Change in Control.
(b) For purposes of this Agreement, a change in control of the Company (a "Change in Control") shall be deemed to have occurred upon the first occurrence after the date hereof of any of the following events:
(i) the occurrence of such a change in control of the direction and administration of the Company's or the Holding a Relevant Company's business as would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as in effect on the date hereof and any successor provision of the regulations under the Exchange Act, if the Relevant Company or the Holding Company were was required at the time of such occurrence to report under such provisions (whether or not the Relevant Company is subject to the reporting provisions of Section 12 of the Exchange Act and to such reporting requirement); or
(ii) if the individuals who, at the beginning of the period commencing two (2) years earlier, constituted the Company's or the Holding a Relevant Company's board of directors cease for any reason to constitute at least a majority of the such company's board of directors directors, provided however, that any person who is a "Continuing Director" (as defined below) shall be deemed for this purpose to have been a member of the board on the first day of such two-year period; or
(iii) the Company's or the Holding a Relevant Company's board of directors shall approve a sale of all or substantially all of the assets of the such Relevant Company or the Holding Company, as the case may be, and such transaction shall have been consummated; or
(iv) if at the time the Company Parent is a stock corporation and, prior to the fifth (5th) anniversary of the effective date of its demutualization, five percent (5%) or, if after such fifth anniversary, ten percent (10%) (or, in either case, such higher percentage (not to exceed twenty percent (20%)) at which approval by the New York Insurance Department is required to effect such an acquisition) or more of the combined voting power of securities of the Company or of the Holding a Relevant Company are acquired by an individual, entity, any employee benefit plan sponsored or maintained by the a Relevant Company or a Subsidiarysubsidiary thereof, or group acting in concert, in each case, other than the Holding Company or any of its subsidiaries; or
(v) at any date after the date hereof, the Company or the Holding a Relevant Company is voluntarily or involuntarily dissolved or liquidated or otherwise ceases business operations; or
(vi) the Company's or the Holding a Relevant Company's board of directors shall approve any merger, consolidation or like business combination or reorganization of the such Relevant Company or the Holding Company, as the case may be, such transaction shall have been consummated and a majority of the individuals who constituted directors of the Company or the Holding Relevant Company on the day the board of directors approved such transaction cease for any reason, at any time within two (2) years after the consummation of such transaction, to constitute a majority of such board of directors or of the board of directors of any successor company resulting from such merger, consolidation, or like business combination or reorganization; provided, however, that any person who is a "Continuing Director" (as defined below) shall be deemed for this purpose to have been a member of the board on the first day of such two-year period.
Appears in 1 contract
Effective Date and Term of Agreement. (a) This Agreement is effective and binding on both parties as of the date hereof and, subject to Section 2(b) hereof and to Section 2(c) hereof, shall continue to apply in accordance with its terms to a termination of the Executive's employment with the Company occurring on or before December 31, 2002; provided, however, that, as of January 1, 2001, and each January 1 thereafter, this Agreement shall automatically be extended to apply in accordance with its terms to a termination of the Executive's employment with the Company occurring on or before one (1) additional year has elapsed unless, not later than September 30 of the preceding year, the Company shall have given notice that it does not wish so to extend this Agreement; and provided, further, that, notwithstanding any such notice by the Company not to so extend this Agreement, if a Change in Control (as hereinafter defined) shall have occurred, during the original or extended period, this Agreement shall continue to apply in accordance with its terms to a termination of Executive's employment with the Company occurring on or before the expiration of three (3) years after the occurrence of such Change in Control. Notwithstanding the present effectiveness of this Agreement and except to the extent expressly otherwise provided in Sections 1(d) and 2(b) of this Agreement, the provisions of Sections 3 and 4 of this Agreement shall become operative only when, as and if there has been a Change in Control.
(b) For purposes of this Agreement, a change in control of the Company (a "Change in Control") shall be deemed to have occurred upon the first occurrence after the date hereof of any of the following events:
(i) the occurrence of such a change in control of the direction and administration of the Company's or the Holding a Relevant Company's business as would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as in effect on the date hereof and any successor provision of the regulations under the Exchange Act, if the Relevant Company or the Holding Company were was required at the time of such occurrence to report under such provisions (whether or not the Relevant Company is subject to the reporting provisions of Section 12 of the Exchange Act and to such reporting requirement); or
(ii) if the individuals who, at the beginning of the period commencing two (2) years earlier, constituted the Company's or the Holding a Relevant Company's board of directors cease for any reason to constitute at least a majority of the such company's board of directors directors, provided however, that any person who is a "Continuing Director" (as defined below) shall be deemed for this purpose to have been a member of the board on the first day of such two-year period; or
(iii) the Company's or the Holding Company's board of directors shall approve a sale of all or substantially all of the assets of the Company or the Holding Company, as the case may be, and such transaction shall have been consummated; or
(iv) if at the time the Company is a stock corporation and, prior to the fifth anniversary of the effective date of its demutualization, five percent (5%) or, if after such fifth anniversary, ten percent (10%) (or, in either case, such higher percentage (not to exceed twenty percent (20%)) at which approval by the New York Insurance Department is required to effect such an acquisition) or more of the combined voting power of securities of the Company or of the Holding Company are acquired by an individual, entity, any employee benefit plan sponsored or maintained by the Company or a Subsidiary, or group acting in concert, in each case, other than the Holding Company or any of its subsidiaries; or
(v) at any date after the date hereof, the Company or the Holding Company is voluntarily or involuntarily dissolved or liquidated or otherwise ceases business operations; or
(vi) the Company's or the Holding Company's board of directors shall approve any merger, consolidation or like business combination or reorganization of the Company or the Holding Company, as the case may be, such transaction shall have been consummated and a majority of the individuals who constituted directors of the Company or the Holding Company on the day the board of directors approved such transaction cease for any reason, at any time within two (2) years after the consummation of such transaction, to constitute a majority of such board of directors or of the board of directors of any successor company resulting from such merger, consolidation, or like business combination or reorganization; provided, however, that any person who is a "Continuing Director" (as defined below) shall be deemed for this purpose to have been a member of the board on the first day of such two-year period.
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