Prior to a Change of Control. If the Company terminates the Executive’s employment during the Employment Period other than for Cause and other than due to the Executive’s death or Disability, or if Executive terminates the Executive’s employment during the Employment Period for Good Reason, in either case at any time other than during the two-year period following a Change of Control, then:
Prior to a Change of Control the Executive's employment by the Employer shall be subject to termination as follows:
Prior to a Change of Control. Executive’s Base Pay is materially reduced without Executive’s written consent; or
Prior to a Change of Control. The Officer may terminate his employment hereunder voluntarily at any time upon at least thirty (30) days’ prior notice to the Company.
Prior to a Change of Control. Upon Notice of Non-Renewal of the agreement, the Officer shall be entitled to all severance benefits provided by Section 6(b).
Prior to a Change of Control or Failure to Pay, the Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to any of its duties or obligations hereunder. Following a Change of Control or Failure to Pay, the Trustee shall select independent legal counsel and may consult with counsel or other persons with respect to its duties and with respect to the rights of Participants under the Plans.
Prior to a Change of Control the Corporation may remove the Trustee upon 30 days written notice to the Trustee, or upon such shorter period as is acceptable to the Trustee. Such removal shall become effective, however, only upon the occurrence of all of the following events:
(i) The appointment by the Corporation of a successor trustee;
(ii) The acceptance of the Trust by the successor trustee; and
(iii) The delivery of the Trust Fund to the successor trustee.
Prior to a Change of Control. Subject to Section 4 below, if the Employees’s employment with the Company is terminated at any time prior to a Change of Control, then the Employee shall be entitled to receive benefits as follows:
Prior to a Change of Control. (i) Subject to paragraph (a)(ii) of this section, if prior to a Change of Control the Associate is involuntarily terminated from the Associate's employment position with CPS without Justification, CPS shall pay the Associate within 15 days after the Termination Date a lump sum payment in cash (the "Pre- Change-of-Control Payment") equal to the product of the Associate's base weekly salary at the rate in effect immediately prior to the Termination Date (but subject to paragraph (c)(ii) of this section), multiplied by __ weeks.
a) If a Change of Control occurs and if the Associate is involuntarily terminated from the Associate's employment position with CPS without Cause prior to the Change of Control, and
(1) if the termination without Cause occurs within six months prior to the Change of Control, then the termination without Cause (and the related Termination Date) shall be deemed to have occurred immediately after the Change of Control for all purposes of this Agreement, including without limitation for purposes of paragraph (b) of this section and Section 4(b), unless CPS reasonably demonstrates that the termination without Cause did not occur in connection with or in anticipation of a Change of Control, or
(2) if the Associate reasonably demonstrates the termination without Cause occurred at the request of an individual, entity, or group which has taken steps reasonably calculated to effect a Change of Control or otherwise occurred in connection with or in anticipation of a Change of Control, then the termination without Cause (and the related Termination Date) shall be deemed to have occurred immediately after the Change of Control for all purposes of this Agreement, including without limitation for purposes of paragraph (b) of this section and Section 4(b).
b) If a Change of Control occurs and if the Associate terminates the Associate's employment position with CPS for Good Reason, and
(1) if the action constituting Good Reason occurred within six months prior to the Change of Control, then the termination for Good Reason (and the related Termination Date) shall be deemed to have occurred immediately after the Change of Control for all purposes of this Agreement, including without limitation for purposes of paragraph (b) of this section and Section 4(b), unless CPS reasonably demonstrates that the action constituting Good Reason did not occur in connection with or in anticipation of a Change of Control, or
(2) if the Associate reasonably demonstrates ...
Prior to a Change of Control. If prior to a Change of Control the Associate is involuntarily terminated from the Associate's employment position with CPS without Justification, in addition to the Pre-Change-of-Control Payment and the Gross-Up Payment (if any shall be required in accordance with Section 3 of this Agreement), CPS shall credit the Associate with additional hours of benefit service under the Xxxxxx Xxxxx Xxxxx & Co. Pension Plan equal to the least of (1) the greater of (A) 501 hours and (B) the maximum number of hours of benefit service attributable to severance pay as such Plan in effect on the Termination Date may permit, (2) the maximum number of hours permitted by law, and (3) ___ hours.
