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 without Cause after the Change in Control, (A) the covenants of Sections 9.1 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 (iii) the definition of Good Reason, as set forth in Section 5.4(i) above, will be expanded to include the following:
Appears in 5 contracts
Samples: Employment Agreement (Shamrock Logistics Lp), 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) the Company 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 without Cause after the Change in Control, (A) the covenants of Sections 9.1 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 (iii) the definition of Good Reason, as set forth in Section 5.4(i) above, will be expanded to include the following:
Appears in 1 contract
Samples: Employment Agreement (Ultramar Diamond Shamrock Corp)