Termination Before Change in Control. If the Executive's employment with the Company and all of its affiliates is terminated by the Company or any affiliate at any time prior to a Change in Control (as defined in Section 11(a) hereof) and the Executive reasonably demonstrates that such termination was at the request of a third party who had indicated an intention or had taken steps reasonably calculated to effect such Change in Control and who effectuated such Change in Control, such termination of the Executive's employment shall be treated, for purposes of this Agreement, as an Involuntary Termination (as defined in Section 11(c) hereof) of the Executive's employment occurring immediately after the Change in Control, and as an "Involuntary Termination" of the Executive's employment occurring immediately after a "Change in Control" as those terms are defined in the applicable Change in Control Plans.
Appears in 3 contracts
Samples: Benefits Protection Agreement (U S Trust Corp /Ny), Benefits Protection Agreement (U S Trust Corp /Ny), Benefits Protection Agreement (U S Trust Corp /Ny)
Termination Before Change in Control. If the Executive's employment with the Company and all of its affiliates is terminated by the Company or any affiliate at any time prior to a Change in Control (as defined in Section 11(a) hereofhereof ) and the Executive reasonably demonstrates that such termination was at the request of a third party who had indicated an intention or had taken steps reasonably calculated to effect such Change in Control and who effectuated such Change in Control, such termination of the Executive's employment shall be treated, for purposes of this Agreement, as an Involuntary Termination (as defined in Section 11(c) hereof) of the Executive's employment occurring immediately after the Change in Control, and as an "Involuntary Termination" of the Executive's employment occurring immediately after a "Change in Control" as those terms are defined in the applicable Change in Control Plans.
Appears in 2 contracts
Samples: Benefits Protection Agreement (U S Trust Corp /Ny), Benefits Protection Agreement (U S Trust Corp /Ny)