Common use of Eligibility for Severance Benefits Clause in Contracts

Eligibility for Severance Benefits. The Company or its successor shall pay or provide to the Executive the Severance Benefits if the Executive has a Separation from Service and his employment is terminated voluntarily or involuntarily during the term of this Agreement, either: (a) by the Company (1) at any time within 24 months after a Change in Control of the Company, or (2) at any time prior to a Change in Control but after the commencement of any discussions with a third party relating to a possible Change in Control of the Company involving such third party, if such termination is in contemplation of such possible Change in Control and such Change in Control is actually consummated within 12 months after the date of such termination, in either case unless the termination is on account of the Executive’s death or Disability or for Cause, provided that, in the case of a termination on account of the Executive’s Disability or for Cause, the Company shall give Notice of Termination to the Executive with respect thereto; or (b) by the Executive for Good Reason (1) at any time within 24 months after a Change in Control of the Company or (2) at any time after the commencement of any discussions with a third party relating to a possible Change in Control of the Company involving such third party, if such Change in Control is actually consummated within 12 months after the date of such termination, and, in any such case, provided that the Executive shall give Notice of Termination to the Company with respect thereto. For purposes of clarity, with respect to Section 3 above, an Executive who is collecting Disability benefits will not be eligible for benefits under this Agreement. An Executive who is no longer Disabled will be eligible for benefits under this Agreement if, in the period extending from 12 months before the Change in Control to 24 months after the Change in Control, either of the following occur: (1) the Executive attempts to return to his or her position, and no such position is available, or (2) the Executive returns to employment and is subsequently terminated pursuant to Section 3(a) or Section 3(b) above.

Eligibility for Severance Benefits. The Company or its successor shall pay or provide to the Executive the Severance Benefits if the Executive has a Separation from Service and his Executive’s employment is terminated voluntarily or involuntarily during the term of this Agreement, either: (a) by the Company (1) at any time within 24 months after a Change in Control of the Company, or (2) at any time prior to a Change in Control but after the commencement of any discussions with a third party relating to a possible Change in Control of the Company involving such third party, if such termination is in contemplation of such possible Change in Control and such Change in Control is actually consummated within 12 months after the date of such termination, in either case unless the termination is on account of the Executive’s death or Disability or for Cause, provided that, in the case of a termination on account of the Executive’s Disability or for Cause, the Company shall give Notice of Termination to the Executive with respect thereto; or (b) by the Executive for Good Reason (1) at any time within 24 months after a Change in Control of the Company or (2) at any time after the commencement of any discussions with a third party relating to a possible Change in Control of the Company involving such third party, if such Change in Control is actually consummated within 12 months after the date of such termination, and, in any such case, provided that the Executive shall give Notice of Termination to the Company with respect thereto. For purposes of clarity, with respect to Section 3 above, an Executive who is collecting Disability benefits will not be eligible for benefits under this Agreement. An Executive who is no longer Disabled will be eligible for benefits under this Agreement if, in the period extending from 12 months before the Change in Control to 24 months after the Change in Control, either of the following occur: (1) the Executive attempts to return to his or her position, and no such position is available, or (2) the Executive returns to employment and is subsequently terminated pursuant to Section 3(a) or Section 3(b) above.

Eligibility for Severance Benefits. The Company Corporation or its successor shall pay or provide to the Executive the Severance Benefits if the Executive has a Separation from Service and his Executive’s employment is terminated voluntarily or involuntarily during the term of this Agreement, either: (a) by the Company Corporation (1) at any time within 24 months after a Change in of Control of the CompanyCorporation, or (2) at any time prior to a Change in of Control but after the commencement of any discussions with a third party relating to a possible Change in of Control of the Company Corporation involving such third party, if such termination is in contemplation of such possible Change in of Control and such Change in of Control is (x) actually consummated within 12 months after the date of such termination and (y) a “change in control event” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (such a termination, an “Anticipatory without Cause Termination”), in either case case, unless the termination is on account of the Executive’s death or Disability or for Cause, provided that, in the case of a termination on account of the Executive’s Disability or for Cause, the Company Corporation shall give Notice of Termination to the Executive with respect thereto; or (b) by the Executive for Good Reason (1) at any time within 24 months after a Change in of Control of the Company Corporation or (2) at any time after the commencement of any discussions with a third party relating to a possible Change in of Control of the Company Corporation involving such third party, if such Change in of Control is (x) actually consummated within 12 months after the date of such termination and (y) a “change in control event” within the meaning of Section 409A of the Code (such a termination, an “Anticipatory Good Reason Termination” and, together, with an Anticipatory without Cause Termination, an “Anticipatory Termination”), and, in any such case, provided that the Executive shall give Notice of Termination to the Company Corporation with respect theretothereto within 90 days following the Executive’s knowledge of the initial existence of such condition or conditions, and solely with respect to an Anticipatory Good Reason Termination, provided that the Corporation has not remedied such alleged condition or conditions within 30 days following receipt of such notice. For purposes of clarity, with respect to Section 3 above, an Executive who is collecting Disability benefits will not be eligible for benefits under this Agreement. An Executive who is no longer Disabled will be eligible for benefits under this Agreement if, in the period extending from 12 months before the Change in of Control to 24 months after the Change in of Control, either of the following occur: (1) the Executive attempts to return to his or her position, and no such position is available, or (2) the Executive returns to employment and is subsequently terminated pursuant to Section 3(a) or Section 3(b) above.

Eligibility for Severance Benefits. The Company Corporation or its successor shall pay or provide to the Executive the Severance Benefits if the Executive has a Separation from Service and his Executive’s employment is terminated voluntarily or involuntarily during the term of this Agreement, either: (a) by the Company Corporation (1) at any time within 24 36 months after a Change in of Control of the CompanyCorporation, or (2) at any time prior to a Change in of Control but after the commencement of any discussions with a third party relating to a possible Change in of Control of the Company Corporation involving such third party, if such termination is in contemplation of such possible Change in of Control and such Change in of Control is actually consummated within 12 months after the date of such termination, in either case unless the termination is on account of the Executive’s death or Disability or for Cause, provided that, in the case of a termination on account of the Executive’s Disability or for Cause, the Company Corporation shall give Notice of Termination to the Executive with respect thereto; or (b) by the Executive for Good Reason (1) at any time within 24 36 months after a Change in of Control of the Company Corporation or (2) at any time after the commencement of any discussions with a third party relating to a possible Change in of Control of the Company Corporation involving such third party, if such Change in of Control is actually consummated within 12 months after the date of such termination, and, in any such case, provided that the Executive shall give Notice of Termination to the Company Corporation with respect thereto. For purposes of clarity, with respect to Section 3 above, an Executive who is collecting Disability benefits will not be eligible for benefits under this Agreement. An Executive who is no longer Disabled will be eligible for benefits under this Agreement if, in the period extending from 12 months before the Change in of Control to 24 36 months after the Change in of Control, either of the following occur: (1) the Executive attempts to return to his or her position, and no such position is available, or (2) the Executive returns to employment and is subsequently terminated pursuant to Section 3(a) or Section 3(b) above.

Eligibility for Severance Benefits. The Company Corporation or its successor shall pay or provide to the Executive the Severance Benefits if the Executive has a Separation from Service and his Executive’s employment is terminated voluntarily or involuntarily during the term of this Agreement, either: (a) by the Company Corporation (1) at any time within 24 36 months after a Change in of Control of the CompanyCorporation, or (2) at any time prior to a Change in of Control but after the commencement of any discussions with a third party relating to a possible Change in of Control of the Company Corporation involving such third party, if such termination is in contemplation of such possible Change in of Control and such Change in of Control is actually consummated within 12 months after the date of such termination, in either case unless the termination is on account of the Executive’s death or Disability or for Cause, provided that, in the case of a termination on account of the Executive’s Disability or for Cause, the Company Corporation shall give Notice of Termination to the Executive with respect thereto; or (b) by the Executive for Good Reason (1) at any time within 24 36 months after a Change in of Control of the Company Corporation or (2) at any time after the commencement of any discussions with a third party relating to a possible Change in of Control of the Company Corporation involving such third party, if such Change in of Control is actually consummated within 12 months after the date of such termination, and, in any such case, provided that the Executive shall give Notice of Termination to the Company Corporation with respect thereto. For purposes of clarity, with respect to Section 3 above, an Executive who is collecting Disability benefits will not be eligible for benefits under this Agreement. An Executive who is no longer Disabled will be eligible for benefits under this Agreement if, in the period extending from 12 months before the Change in of Control to 24 36 months after the Change in of Control, either of the following occur: ; (1) the Executive attempts to return to his or her position, and no such position is available, or (2) the Executive returns to employment and is subsequently terminated pursuant to Section 3(a) or Section 3(b) above.

Eligibility for Severance Benefits. The Company Corporation or its successor shall pay or provide to the Executive the Severance Benefits if the Executive has a Separation from Service and his Executive’s employment is terminated voluntarily or involuntarily during the term of this Agreement, either: (a) by the Company Corporation (1) at any time within 24 months after a Change in of Control of the CompanyCorporation, or (2) at any time prior to a Change in of Control but after the commencement of any discussions with a third party relating to a possible Change in of Control of the Company Corporation involving such third party, if such termination is in contemplation of such possible Change in of Control and such Change in of Control is (x) actually consummated within 12 months after the date of such termination and (y) a “change in control event” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (such a termination, an “Anticipatory without Cause Termination”), in either case case, unless the termination is on account of the Executive’s death or Disability or for Cause, provided that, in the case of a termination on account of the Executive’s Disability or for Cause, the Company Corporation shall give Notice of Termination to the Executive with respect thereto; or (b) by the Executive for Good Reason (1) at any time within 24 months after a Change in of Control of the Company Corporation or (2) at any time after the commencement of any discussions with a third party relating to a possible Change in of Control of the Company Corporation involving such third party, if such Change in of Control is (x) actually consummated within 12 months after the date of such termination and (y) a “change in control event” within the meaning of Section 409A of the Code (such a termination, an “Anticipatory Good Reason Termination” and, together, with an Anticipatory without Cause Termination, an “Anticipatory Termination”), and, in any such case, provided that the Executive shall give Notice of Termination to the Company Corporation with respect theretothereto within 90 days following the Executive’s knowledge of the initial existence of such condition or conditions, and solely with respect to an Anticipatory Good Reason Termination, provided that the Corporation has not remedied such alleged condition or conditions within 30 days following receipt of such notice. For purposes of clarity, with respect to Section 3 above, an Executive who is collecting Disability benefits will not be eligible for benefits under this Agreement. An Executive who is no longer Disabled will be eligible for benefits under this Agreement if, in the period extending from 12 months before the Change in of Control to 24 months after the Change in of Control, either of the following occur: (1) the Executive attempts to return to his or her position, and no such position is available, or (2) the Executive returns to employment and is subsequently terminated pursuant to Section 3(a) or Section 3(b) above.

Eligibility for Severance Benefits. The Company Companies, or its successor their respective successors, shall pay or provide to the Executive the Severance Benefits if in the Executive has a Separation from Service and his employment is terminated voluntarily or involuntarily event that, during the term of this Agreement, either: (a) by One or both of the Company (1) Companies terminates the Executive’s employment for any reason other than for Cause, the death or Disability of Executive or Executive’s mandatory retirement at any time age 65, as permitted under regulations Section 1625.12 of the Age Discrimination in Employment Act of 1967, within 24 months after a Change in Control of Control; or (b) Executive terminates his employment for Good Reason within 24 months after a Change of Control; or (c) One or both of the CompanyCompanies terminates the Executive’s employment for any reason other than for Cause or the death or Disability of Executive after an agreement has been reached with an unaffiliated third party, or (2) at any time prior to the performance of which agreement would result in a Change in of Control but after the commencement of any discussions with a third party relating to a possible Change in Control of the Company involving such third party, if such termination is in contemplation Change of such possible Change in Control and such Change in Control is actually consummated within 12 months after the date of such termination, in either case unless the termination is on account of the Executive’s death or Disability or for Cause, provided that, in the case of a termination on account of the Executive’s Disability or for Cause, the Company shall give Notice of Termination to the Executive with respect thereto; or (bd) Xxxxxx X. Xxxxxxxx, Xx. ceases for any reason to be employed as the chief executive officer of State Auto Mutual or State Auto Financial, and Executive remains employed by the Companies or their respective successors, if applicable, for a period of two years after Xx. Xxxxxxxx’x change in status in order to assist in such transition. Executive for Good Reason (1) at any time within 24 months after a Change in Control must give the Companies or their respective successors, if applicable, advance written notice of Executive’s intent to terminate employment and request Severance Benefits under this provision. Such notice shall be given no later than forty-five days before the end of the Company two-year transition period. Should Executive give no notice or not provide notice to the Companies or their respective successors, if applicable, according to the terms of this subsection (2d) at any time after the commencement of any discussions with a third party relating to a possible Change in Control and Section 19 of the Company involving Agreement, no Severance Benefits shall be paid under this provision. In the event Executive dies or incurs a Disability during the two-year transition period, the Severance Benefits shall be paid to Executive or his beneficiary, as applicable; provided, however, that no benefits shall be paid under this provision if such third partydisability or death results from a self-inflicted injury or event, while sane or insane. Further, if, after Xx. Xxxxxxxx’x departure, the Companies or their respective successors, if such Change in Control is actually consummated within 12 months after the date of such terminationapplicable, andmake an offer, in any such casegood faith, provided that to Executive to become the Executive chief executive officer of State Auto Mutual, Severance Benefits shall give Notice of Termination to the Company with respect thereto. For purposes of clarity, with respect to Section 3 above, an Executive who is collecting Disability benefits will not be eligible for benefits payable under this Agreement. An provision (it being understood and agreed that if Executive who is no longer Disabled will be eligible for benefits under this declines such offer and elects to remain employed by the Companies, the Employment Agreement if, shall remain in the period extending from 12 months before the Change in Control to 24 months after the Change in Control, either of the following occur: (1) the Executive attempts to return to his or her position, and no such position is available, or (2) the Executive returns to employment and is subsequently terminated pursuant to Section 3(a) or Section 3(b) aboveeffect).

Eligibility for Severance Benefits. The Company Corporation or its successor shall pay or provide to the Executive the Severance Benefits if the Executive has a Separation from Service and his Executive’s employment is terminated voluntarily or involuntarily during the term of this Agreement, either: (a) by the Company Corporation (1) at any time within 24 36 months after a Change in of Control of the CompanyCorporation, or (2) at any time prior to a Change in of Control but after the commencement of any discussions with a third party relating to a possible Change in of Control of the Company Corporation involving such third party, if such termination is in contemplation of such possible Change in of Control and such Change in of Control is (x) actually consummated within 12 months after the date of such termination and (y) a “change in control event” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (such a termination, an “Anticipatory without Cause Termination”), in either case unless the termination is on account of the Executive’s death or Disability or for Cause, provided that, in the case of a termination on account of the Executive’s Disability or for Cause, the Company Corporation shall give Notice of Termination to the Executive with respect thereto; or (b) by the Executive for Good Reason (1) at any time within 24 36 months after a Change in of Control of the Company Corporation or (2) at any time after the commencement of any discussions with a third party relating to a possible Change in of Control of the Company Corporation involving such third party, if such Change in of Control is (x) actually consummated within 12 months after the date of such termination and (y) a “change in control event” within the meaning of Section 409A of Code (such a termination, an “Anticipatory Good Reason Termination” and, together, with an Anticipatory without Cause Termination, an “Anticipatory Termination”), and, in any such case, provided that the Executive shall give Notice of Termination to the Company Corporation with respect thereto. For purposes of clarity, with respect to Section 3 above, an Executive who is collecting Disability benefits will not be eligible for benefits under this Agreement. An Executive who is no longer Disabled will be eligible for benefits under this Agreement if, in the period extending from 12 months before the Change in of Control to 24 36 months after the Change in of Control, either of the following occur: (1) the Executive attempts to return to his or her position, and no such position is available, or (2) the Executive returns to employment and is subsequently terminated pursuant to Section 3(a) or Section 3(b) above.