Common use of Impact of Change in Control Clause in Contracts

Impact of Change in Control. In the event of a "Change in Control" of the Company, as defined in Section 6.2, (i) if the Executive's employment is involuntarily terminated during the Employment Term without Cause after the Change in Control, (a) the covenants of Sections 9.1, 9.3 and 10 will be inapplicable to the Executive, and (b) the covenant of Section 9.2 will expire on the third anniversary of the date of termination of the Executive's employment, and (ii) the definition of Good Reason, as set forth in Section 5.4(i) above, will be expanded to include the following subject to the last sentence of Section 5.4(i): (a) A significant adverse change in the nature or scope of authorities, powers, functions, responsibilities or duties attached to the positions held by the Executive from those authorities, powers, functions, responsibilities or duties which the Executive held immediately prior to the Change in Control; (b) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events the Executive's determination will be presumed to have been made in good faith unless otherwise shown by the Company by clear and convincing evidence) that a change in circumstances has occurred following the Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive's performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to any of the Executive's positions immediately prior to such Change in Control, which situation is not remedied within 10 calendar days after written notice to the Company from the Executive of such determination; or (c) The relocation of the Company's principal executive offices if the Executive's principal location of work is then in such offices, or requirement that the Executive have the Executive's principal location of work changed, to any location that is in excess of 50 miles from the location thereof immediately preceding the Change in Control or the requirement that the Executive travel away from the Executive's office in the course of discharging the Executive's responsibilities or duties hereunder at least 20% more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of Executive in any of the three full years immediately prior to such Change in Control without, in either case, the Executive's prior written consent.

Appears in 3 contracts

Samples: Employment Agreement (Sierra Pacific Resources), Employment Agreement (Sierra Pacific Resources), Merger Agreement (Nevada Power Co)

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Impact of Change in Control. In the event of a "Change in Control" of the Company, as defined in Section 6.2, (i) the Company will cause all cash benefits due under this Agreement to be secured by an irrevocable trust for the benefit of the Executive, the assets of which will be subject to the claims of the Company's creditors, and will transfer to such trust cash and other property adequate to satisfy all of the expenses of the trust for at least five years after the Change in Control and any of the Company's actual and potential cash obligations under this Agreement, (ii) if the Executive's employment is involuntarily terminated during the Employment Term without Cause after the Change in Control, (aA) the covenants of Sections 9.1, 9.3 9.1 and 10 will be inapplicable to the Executive, and (bB) the covenant of Section 9.2 will expire on the third anniversary of the date of termination of the Executive's employment, and (iiiii) the definition of Good Reason, as set forth in Section 5.4(i) above, will be expanded to include the following subject to the last sentence of Section 5.4(i):following: (a) A significant adverse good faith determination by the Executive that, as a result of the Change in Control and a change in circumstances thereafter significantly affecting his positions, including a change in the nature or scope of business or other activities for which he was responsible, he has been rendered substantially unable to carry out, has been substantially hindered in the performance of, or has suffered a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to any of the positions held by the Executive from those authorities, powers, functions, responsibilities or duties which the Executive held immediately prior to the Change in Control; (b) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events Executive's positions; the Executive's determination will be presumed to have been made in good faith unless otherwise shown by the Company by clear and convincing evidence) that a change in circumstances has occurred following the Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive's performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to any of the Executive's positions immediately prior to such Change in Control, which situation is not remedied within 10 calendar days after written notice to the Company from the Executive of such determination; or; (cb) The relocation of the Company's principal executive offices if (but only if, immediately prior to the Change in Control, the Executive's principal location place of work is then in such employment was at the Company's principal executive offices), or requirement that the Executive have the Executive's as his principal location of work changed, to any location that is is, in excess of 50 miles from the location thereof immediately preceding the Change in Control or the requirement that the Executive to travel away from the Executive's his home or office in the course of discharging the Executive's responsibilities or duties hereunder at least 20% significantly more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was often that required of Executive in any of the three full years immediately prior to such the Change in Control withoutControl; or (c) For any reason, or without reason, during the 30-day period immediately following the first anniversary of the first occurrence of a Change in either case, the Executive's prior written consentControl.

Appears in 3 contracts

Samples: Employment Agreement (Ultramar Diamond Shamrock Corp), Employment Agreement (Ultramar Diamond Shamrock Corp), Employment Agreement (Ultramar Diamond Shamrock Corp)

Impact of Change in Control. In the event of a "Change in Control" of --------------------------- the Company, as defined in Section 6.2, (i) if the Executive's employment is involuntarily terminated during the Employment Term without Cause after the Change in Control, (a) the covenants of Sections 9.1, 9.3 9.3, and 10 will be inapplicable to the Executive, and (b) the covenant of Section 9.2 will expire on the third anniversary of the date of termination of the Executive's employment, and (ii) the definition of Good Reason, as set forth in Section 5.4(i) above, will be expanded to include the following subject to the last sentence of Section 5.4(i):following: (a) A significant adverse change in the nature or scope of authorities, powers, functions, responsibilities or duties attached to the positions held by the Executive from those authorities, powers, functions, responsibilities or duties which the Executive held immediately prior to the Change in Control; (b) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events the Executive's determination will be presumed to have been made in good faith unless otherwise shown by the Company by clear and convincing evidence) that a change in circumstances has occurred following the Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive's performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to any of the Executive's positions immediately prior to such Change in Control, which situation is not remedied within 10 calendar days after written notice to the Company from the Executive of such determination; or (c) The relocation of the Company's principal executive offices if and the Executive's principal location of work is then in such offices, or requirement that the Executive have the Executive's principal location of work changed, to any location that is in excess of 50 miles from the location thereof immediately preceding the Change in Control or the requirement that the Executive travel away from the Executive's office in the course of discharging the Executive's responsibilities or duties hereunder at least 20% more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of Executive in any of the three full years immediately prior to such Change in Control without, in either case, the Executive's prior written consent.

Appears in 2 contracts

Samples: Employment Agreement (Nevada Power Co), Employment Agreement (Nevada Power Co)

Impact of Change in Control. In the event of a "Change in Control" of the Company, as defined in Section 6.2, , (i) if the Executive's employment is involuntarily terminated during the Employment Term without Cause after the Change in Control, (a) the covenants of Sections 9.1, 9.3 and 10 will be inapplicable to the Executive, and (b) the covenant of Section 9.2 will expire on the third anniversary of the date of termination of the Executive's employment, and (ii) the definition of Good Reason, as set forth in Section 5.4(i) above, will be expanded to include the following subject to the last sentence of Section 5.4(i): (a) A significant adverse change in the nature or scope of authorities, powers, functions, responsibilities or duties attached to the positions held by the Executive from those authorities, powers, functions, responsibilities or duties which the Executive held immediately prior to the Change in Control; (b) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events the Executive's determination will be presumed to have been made in good faith unless otherwise shown by the Company by clear and convincing evidence) that a change in circumstances has occurred following the Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive's performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to any of the Executive's positions immediately prior to such Change in Control, which situation is not remedied within 10 calendar days after written notice to the Company from the Executive of such determination; or (c) The relocation of the Company's principal executive offices if the Executive's principal location of work is then in such offices, or requirement that the Executive have the Executive's principal location of work changed, to any location that is in excess of 50 miles from the location thereof immediately preceding the Change in Control or the requirement that the Executive travel away from the Executive's office in the course of discharging the Executive's responsibilities or duties hereunder at least 20% more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was required of Executive in any of the three full years immediately prior to such Change in Control without, in either case, the Executive's prior written consent.

Appears in 1 contract

Samples: Merger Agreement (Nevada Power Co)

Impact of Change in Control. In the event of a "Change in Control" of the Company, as defined in Section 6.2, (i) the Company will cause all cash benefits due under this Agreement to be secured by an irrevocable trust for the benefit of the Executive, the assets of which will be subject to the claims of the Company's creditors, and will transfer to such trust cash and other property adequate to satisfy all of the expenses of the trust for at least five years after the Change in Control and any of the Company's actual and potential cash obligations under this Agreement, (ii) if the Executive's employment is involuntarily terminated during the Employment Term without Cause after the Change in Control, (aA) the covenants of Sections 9.1, 9.3 9.1 and 10 will be inapplicable to the Executive, and (bB) the covenant of Section 9.2 will expire on the third anniversary of the date of termination of the Executive's employment, and (iiiii) the definition of Good Reason, as set forth in Section 5.4(i) above, will be expanded to include the following subject to the last sentence of Section 5.4(i):following: (a) A significant adverse good faith determination by the Executive that, as a result of the Change in Control and a change in circumstances thereafter significantly affecting his positions, including a change in the nature or scope of business or other activities for which he was responsible, he has been rendered substantially unable to carry out, has been substantially hindered in the performance of, or has suffered a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to any of the positions held by the Executive from those authorities, powers, functions, responsibilities or duties which the Executive held immediately prior to the Change in Control; (b) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events Executive's positions; the Executive's determination will be presumed to have been made in good faith unless otherwise shown by the Company by clear and convincing evidence) that a change in circumstances has occurred following the Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive's performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to any of the Executive's positions immediately prior to such Change in Control, which situation is not remedied within 10 calendar days after written notice to the Company from the Executive of such determination; or (cb) The relocation of the Company's principal executive offices if the Executive's principal location of work is then in such offices, or requirement that the Executive have the Executive's as his principal location of work changed, to any location that is is, in excess of 50 miles from the location thereof immediately preceding the Change in Control or the requirement that the Executive to travel away from the Executive's his home or office in the course of discharging the Executive's responsibilities or duties hereunder at least 20% significantly more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) often than was that required of Executive in any of the three full years immediately prior to such the Change in Control without, in either case, the Executive's prior written consentControl.

Appears in 1 contract

Samples: Employment Agreement (Ultramar Corp /De)

Impact of Change in Control. In the event of a "Change in Control" of Control“of the Company, as defined in Section 6.2, (i) the company will cause all cash benefits due under this Agreement to be secured by an irrevocable trust for the benefit of the Executive, the assets of which will be subject to the claims of the Company’s creditors, and will transfer to such trust cash and other property adequate to satisfy all of the expenses of the trust for at least five years after the Change in Control and any of the Company’s actual and potential cash obligations under this Agreement, (ii) if the Executive's ’s employment is involuntarily terminated during the Employment Term without Cause after the Change in Control, (aA) the covenants of Sections 9.1, 9.3 9.1 and 10 will be inapplicable to the Executive, and (bB) the covenant of Section 9.2 will expire on the third anniversary of the date of termination of the Executive's ’s employment, and (iiiii) the definition of Good Reason, as set forth in Section 5.4(i) above, will be expanded to include the following subject to the last sentence of Section 5.4(i): following: (a) A significant adverse change in the nature or scope of authorities, powers, functions, responsibilities or duties attached to the positions held by the Executive from those authorities, powers, functions, responsibilities or duties which the Executive held immediately prior to the Change in Control; (b) A good faith determination by the Executive (which determination will be conclusive that, as a result of the Change in Control and binding upon the parties hereto provided it has been made in good faith and in all events the Executive's determination will be presumed to have been made in good faith unless otherwise shown by the Company by clear and convincing evidence) that a change in circumstances has occurred following the Change in Controlthereafter significantly affecting his positions, including, without limitation, including a change in the scope of the business or other activities for which the Executive he was responsible immediately prior to the Change in Controlresponsible, which he has been rendered the Executive substantially unable to carry out, has been substantially hindered in the Executive's performance of, or has caused the Executive to suffer suffered a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to any of the Executive's positions immediately prior ’s positions; the Executive’s determination will be presumed to such Change have been made in Control, which situation is not remedied within 10 calendar days after written notice to good faith unless otherwise shown by the Company from the Executive of such determinationby clear and convincing evidence; or (cb) The relocation of the Company's ’s principal executive offices if (but only if, immediately prior to the Change in Control, the Executive's ’s principal location place of work is then in such employment was at the Company’s principal executive offices), or requirement that the Executive have the Executive's as his principal location of work changed, to any location that is is, in excess of 50 miles from the location thereof immediately preceding the Change in Control or the requirement that the Executive to travel away from the Executive's his home or office in the course of discharging the Executive's responsibilities or duties hereunder at least 20% significantly more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) often than was that required of Executive in any of the three full years immediately prior to such the Change in Control withoutControl; or (c) For any reason, or without reason, during the 30-day period immediately following the first anniversary of the first occurrence of a Change in either case, the Executive's prior written consentControl.

Appears in 1 contract

Samples: Employment Agreement (Ultramar Diamond Shamrock Corp)

Impact of Change in Control. In the event of a "Change in Control" of the Company, as defined in Section 6.2, (i) the Company will cause all cash benefits due under this Agreement to be secured by an irrevocable trust for the benefit of the Executive, the assets of which will be subject to the claims of the Company's creditors, and will transfer to such trust cash and other property adequate to satisfy all of the expenses of the trust for at least five years after the Change in Control and any of the Company's actual and potential cash obligations under this Agreement, (ii) if the Executive's employment is involuntarily terminated during the Employment Term without Cause after the Change in Control, (aA) the covenants of Sections 9.1, 9.3 9.1 and 10 will be inapplicable to the Executive, and (bB) the covenant of Section 9.2 will expire on the third anniversary of the date of termination of the Executive's employment, and (iiiii) the definition of Good Reason, as set forth in Section 5.4(i) above, will be expanded to include the following subject to the last sentence of Section 5.4(i):following: 12 (ai) A significant adverse good faith determination by the Executive that, as a result of the Change in Control and a change in circumstances thereafter significantly affecting his positions, including a change in the nature or scope of business or other activities for which he was responsible, he has been rendered substantially unable to carry out, has been substantially hindered in the performance of, or has suffered a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to any of the positions held by the Executive from those authorities, powers, functions, responsibilities or duties which the Executive held immediately prior to the Change in Control; (b) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events Executive's positions; the Executive's determination will be presumed to have been made in good faith unless otherwise shown by the Company by clear and convincing evidence) that a change in circumstances has occurred following the Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive's performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to any of the Executive's positions immediately prior to such Change in Control, which situation is not remedied within 10 calendar days after written notice to the Company from the Executive of such determination; or; (cii) The relocation of the Company's principal executive offices if (but only if, immediately prior to the Change in Control, the Executive's principal location place of work is then in such employment was at the Company's principal executive offices), or requirement that the Executive have the Executive's as his principal location of work changed, to any location that is is, in excess of 50 miles from the location thereof immediately preceding the Change in Control or the requirement that the Executive to travel away from the Executive's his home or office in the course of discharging the Executive's responsibilities or duties hereunder at least 20% significantly more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) often than was that required of Executive in any of the three full years immediately prior to such the Change in Control withoutControl; or (iii) For any reason, or without reason, during the 30-day period immediately following the first anniversary of the first occurrence of a Change in either case, the Executive's prior written consentControl.

Appears in 1 contract

Samples: Employment Agreement (Ultramar Diamond Shamrock Corp)

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Impact of Change in Control. In the event of a "Change in Control" of the Company, as defined in Section 6.2, (i) the company will cause all cash benefits due under this Agreement to be secured by an irrevocable trust for the benefit of the Executive, the assets of which will be subject to the claims of the Company's creditors, and will transfer to such trust cash and other property adequate to satisfy all of the expenses of the trust for at least five years after the Change in Control and any of the Company's actual and potential cash obligations under this Agreement, (ii) if the Executive's employment is involuntarily terminated during the Employment Term without Cause after the Change in Control, (aA) the covenants of Sections 9.1, 9.3 9.1 and 10 will be inapplicable to the Executive, and (bB) the covenant of Section 9.2 will expire on the third anniversary of the date of termination of the Executive's employment, and (iiiii) the definition of Good Reason, as set forth in Section 5.4(i) above, will be expanded to include the following subject to the last sentence of Section 5.4(i):following: (a) A significant adverse good faith determination by the Executive that, as a result of the Change in Control and a change in circumstances thereafter significantly affecting his positions, including a change in the nature or scope of business or other activities for which he was responsible, he has been rendered substantially unable to carry out, has been substantially hindered in the performance of, or has suffered a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to any of the positions held by the Executive from those authorities, powers, functions, responsibilities or duties which the Executive held immediately prior to the Change in Control; (b) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events Executive's positions; the Executive's determination will be presumed to have been made in good faith unless otherwise shown by the Company by clear and convincing evidence) that a change in circumstances has occurred following the Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive's performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to any of the Executive's positions immediately prior to such Change in Control, which situation is not remedied within 10 calendar days after written notice to the Company from the Executive of such determination; or; (cb) The relocation of the Company's principal executive offices if (but only if, immediately prior to the Change in Control, the Executive's principal location place of work is then in such employment was at the Company's principal executive offices), or requirement that the Executive have the Executive's as his principal location of work changed, to any location that is is, in excess of 50 miles from the location thereof immediately preceding the Change in Control or the requirement that the Executive to travel away from the Executive's his home or office in the course of discharging the Executive's responsibilities or duties hereunder at least 20% significantly more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) often than was that required of Executive in any of the three full years immediately prior to such the Change in Control withoutControl; or (c) For any reason, or without reason, during the 30-day period immediately following the first anniversary of the first occurrence of a Change in either case, the Executive's prior written consentControl.

Appears in 1 contract

Samples: Employment Agreement (Ultramar Diamond Shamrock Corp)

Impact of Change in Control. In the event of a "Change in Control" of the Company, as defined in Section 6.2, (i) the Company will cause all cash benefits due under this Agreement to be secured by an irrevocable trust for the benefit of the Executive, the assets of which will be subject to the claims of the Company's creditors, and will transfer to such trust cash and other property adequate to satisfy all of the expenses of the trust for at least five years after the Change in Control and any of the Company's actual and potential cash obligations under this Agreement, (ii) if the Executive's employment is involuntarily terminated during the Employment Term without Cause after the Change in Control, (aA) the covenants of Sections 9.1, 9.3 9.1 and 10 will be inapplicable to the Executive, and (bB) the covenant of Section 9.2 will expire on the third anniversary of the date of termination of the Executive's employment, and (iiiii) the definition of Good Reason, as set forth in Section 5.4(i) above, will be expanded to include the following subject to the last sentence of Section 5.4(i):following: (a) A significant adverse good faith determination by the Executive that, as a result of the Change in Control and a change in circumstances thereafter significantly affecting his positions, including a change in the nature or scope of business or other activities for which he was responsible, he has been rendered substantially unable to carry out, has been substantially hindered in the performance of, or has suffered a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to any of the positions held by the Executive from those authorities, powers, functions, responsibilities or duties which the Executive held immediately prior to the Change in Control; (b) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events Executive's positions; the Executive's determination will be presumed to have been made in good faith unless otherwise shown by the Company by clear and convincing evidence) that a change in circumstances has occurred following the Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive's performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to any of the Executive's positions immediately prior to such Change in Control, which situation is not remedied within 10 calendar days after written notice to the Company from the Executive of such determination; or; (cb) The relocation of the Company's principal executive offices if (but only if, immediately prior to the Change in Control, the Executive's principal location place of work is then in such employment was at the Company's principal executive offices), or requirement that the Executive have the Executive's as his principal location of work changed, to any location that is is, in excess of 50 miles from the location thereof immediately preceding the Change in Control or the requirement that the Executive to travel away from the Executive's his home or office in the course of discharging the Executive's responsibilities or duties hereunder at least 20% significantly more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) often than was that required of Executive in any of the three full years immediately prior to such the Change in Control withoutControl; or (c) For any reason, or without reason, during the 30-day period immediately following the first anniversary of the first occurrence of a Change in either case, the Executive's prior written consentControl.

Appears in 1 contract

Samples: Employment Agreement (Shamrock Logistics Lp)

Impact of Change in Control. In the event of a "Change in Control" of the Company, as defined in Section 6.2, (i) the Company will cause all cash benefits due under this Agreement to be secured by an irrevocable trust for the benefit of the Executive, the assets of which will be subject to the claims of the Company's creditors, and will transfer to such trust cash and other property adequate to satisfy all of the expenses of the trust for at least five years after the Change in Control and any of the Company's actual and potential cash obligations under this Agreement, (ii) if the Executive's employment is involuntarily terminated during the Employment Term without Cause after the Change in Control, (aA) the covenants of Sections 9.1, 9.3 9.1 and 10 will be inapplicable to the Executive, and (bB) the covenant of Section 9.2 will expire on the third anniversary of the date of termination of the Executive's employment, and (iiiii) the definition of Good Reason, as set forth in Section 5.4(i) above, will be expanded to include the following subject to the last sentence of Section 5.4(i):following: (a) A significant adverse good faith determination by the Executive that, as a result of the Change in Control and a change in circumstances thereafter significantly affecting his positions, including a change in the nature or scope of business or other activities for which he was responsible, he has been rendered substantially unable to carry out, has been substantially hindered in the performance of, or has suffered a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to any of the positions held by the Executive from those authorities, powers, functions, responsibilities or duties which the Executive held immediately prior to the Change in Control; (b) A determination by the Executive (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events Executive's positions; the Executive's determination will be presumed to have been made in good faith unless otherwise shown by the Company by clear and convincing evidence) that a change in circumstances has occurred following the Change in Control, including, without limitation, a change in the scope of the business or other activities for which the Executive was responsible immediately prior to the Change in Control, which has rendered the Executive substantially unable to carry out, has substantially hindered the Executive's performance of, or has caused the Executive to suffer a substantial reduction in, any of the authorities, powers, functions, responsibilities or duties attached to any of the Executive's positions immediately prior to such Change in Control, which situation is not remedied within 10 calendar days after written notice to the Company from the Executive of such determination; or; (cb) The relocation of the Company's principal executive offices if (but only if, immediately prior to the Change in Control, the Executive's principal location place of work is then in such employment was at the Company's principal executive offices), or requirement that the Executive have the Executive's as his principal location of work changed, to any location that is is, in excess of 50 miles from the location thereof immediately preceding the Change in Control or the requirement that the Executive to travel away from the Executive's his home or office in the course of discharging the Executive's responsibilities or duties hereunder at least 20% significantly more (in terms of aggregate days in any calendar year or in any calendar quarter when annualized for purposes of comparison to any prior year) than was often that required of Executive in any of the three full years immediately prior to such the Change in Control without, in either case, the Executive's prior written consent.Control; or

Appears in 1 contract

Samples: Employment Agreement (Ultramar Diamond Shamrock Corp)

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