SEPARATION PUT RIGHT. (i) In the event Executive ceases to be employed by the Company, Employer and their respective Subsidiaries as a result of Executive's (A) death, (B) Disability, (C) employment termination by the Company, Employer or any of their respective Subsidiaries without Cause when there is not Substantial Underperformance or (D) resignation from his employment for Good Reason when there is not Substantial Underperformance (each a "SEPARATION PUT EVENT"), Executive may elect (the "SEPARATION PUT ELECTION"), subject to and in accordance with the terms of this SECTION 4(a) AND SECTION 5 below, to require the Company to purchase from Executive and the other holders of Executive Securities under this Agreement all (but not less than all) of the Vested Units held by Executive or such holders by delivering written notice (the "SEPARATION PUT EXERCISE NOTICE") to the Company before the expiration of the Put Election Period, specifying in such Separation Put Exercise Notice the number and type of Vested Units required to be purchased by the Company.
Appears in 8 contracts
Samples: Senior Management Agreement (Prestige Brands International, Inc.), Senior Management Agreement (Prestige Brands Holdings, Inc.), Senior Management Agreement (Prestige Brands Holdings, Inc.)
SEPARATION PUT RIGHT. (i) In the event Executive ceases to be employed by the Company, Employer and their respective Subsidiaries as a result of Executive's (A) death, (B) Disability, (C) employment termination by the Company, Employer or any of their respective Subsidiaries without Cause when there is not Substantial Underperformance or (D) resignation from his employment for Good Reason when there is not Substantial Underperformance (each a "SEPARATION PUT EVENT"), Executive may elect (the "SEPARATION PUT ELECTION"), subject to and in accordance with the terms of this SECTION 4(a) AND 4 and SECTION 5 below, to require the Company to purchase from Executive and the other holders of Executive Securities under this Agreement all (but not less than all) of the Vested Common Units held by Executive or such holders by delivering written notice (the "SEPARATION PUT EXERCISE NOTICE") to the Company before the expiration of the Put Election Period, specifying in such Separation Put Exercise Notice the number and type of Vested Common Units required to be purchased by the Company.
Appears in 2 contracts
Samples: Senior Management Agreement (Prestige Brands Holdings, Inc.), Senior Management Agreement (Prestige Brands Holdings, Inc.)
