Termination in Anticipation of a Change in Control. Executive shall be treated under § 6.1 as if Executive’s employment had been terminated without Cause or Executive had resigned for Good Reason during Executive’s Protection Period if:
(a) Executive’s employment is terminated by a member of the Post Group without Cause or Executive resigns for Good Reason,
(b) such termination is effected or such resignation is effective at any time in the sixty (60) day period which ends on the Effective Date of a Change In Control, and
(c) there is an Effective Date for such Change In Control.
Termination in Anticipation of a Change in Control. (a) Notwithstanding anything in the Agreement to the contrary, if, after the occurrence of a CIC Triggering Event but prior to a CIC Failure and prior to the third (3rd) anniversary of the Grant Date, Participant’s employment is terminated (other than by reason of Participant’s death) by the Corporation without Cause or by Participant for Good Reason, or if Participant’s employment is deemed to have been so terminated pursuant to Section 7.7(b), then: (i) the Three-Year Continued Employment Performance Goal will be deemed to have been achieved and the Restricted Period with respect to any Unvested Share Units then in effect will terminate as of the end of the day on the day immediately preceding Participant’s Termination Date (or, in the case of a qualifying termination pursuant to Section 7.7(b), the date all of the conditions set forth in clauses (i), (ii) and (iii) of the first or second paragraph, as the case may be, of Section 7.7(b) are met); and (ii) all Deferred Share Units that thereby become Awarded Share Units will be released from the terms and conditions of the Agreement pursuant to Section 9 as soon as administratively practicable following such date.
(b) Participant’s employment will also be deemed to have been terminated by the Corporation without Cause after the occurrence of a CIC Triggering Event but prior to a CIC Failure for purposes of Section 7.7(a) if: (i) Participant’s employment is terminated by the Corporation without Cause; (ii) such termination of employment (a) was at the request of a third party that has taken steps reasonably calculated to effect a Change in Control or (b) otherwise arose in anticipation of a Change in Control; and
Termination in Anticipation of a Change in Control. If
(1) a Change in Control occurs during the Agreement Term, AND (2) within one year prior to the CIC Date the Executive’s employment with the Company has been terminated either by the Company without Cause or by the Executive for Good Reason, then if the Executive can reasonably demonstrate that such termination of employment (i) was at the request of or with the express prior consent of a third party who has taken steps reasonably calculated to effect such Change in Control or (ii) otherwise arose in anticipation of such Change in Control, then all of the following shall take place:
(a) Section 2 of this Agreement shall not apply to the Executive; Section 4 of this Agreement shall apply to the Executive as described in subsection (b) below; and all other provisions of this Agreement shall apply to the Executive in accordance with their terms.
(b) The Company shall pay to the Executive the aggregate of all amounts described in Sections 4(a)(i) and 4(a)(iii) in a lump sum in cash within 30 days after the CIC Date, using as the Executive’s Base Salary and Target Bonus his or her annual base salary and target short-term incentive bonus, respectively, as in effect immediately prior to the Date of Termination. The Company shall pay any Deferred Compensation to the Executive in accordance with the terms of the plan under which such compensation was deferred.
(c) The Company shall provide to the Executive the Welfare Benefits as and for the time period described in Section 4(a)(ii), except that the Company shall reimburse the Executive for the cost of obtaining such Welfare Benefits between the Date of Termination and the CIC Date by paying to the Executive a lump sum in cash equal to the amount that the Executive paid to obtain such Welfare Benefits for such period less the amount that the Executive was paying to obtain such Welfare Benefits immediately prior to the Date of Termination. If the Executive has, prior to the CIC Date, publicly announced his or her Retirement or voluntary termination of employment, the Executive will receive the Welfare Benefits under this subsection 5(c) only to the effective date of such announced Retirement or voluntary termination of employment.
Termination in Anticipation of a Change in Control. If the Company terminates Executive's employment without Cause during the period commencing six (6) months prior to the earlier of (i) public announcement by the Company of a Change in Control, or (ii) the execution by the Company of a definitive agreement with regard to a Change in Control, and ending on (and including) the date of the Change in Control, such termination shall be regarded as a termination after such Change in Control for purposes of this Agreement, including without limitation, for purposes of Sections 5.5 and 9.
Termination in Anticipation of a Change in Control. If (1) a Change in Control occurs during the Agreement Term, AND (2) within one year prior to the CIC Date the Executive's employment with the Company has been terminated either by the Company without Cause or by the Executive for Good Reason, then if the Executive can reasonably demonstrate that such termination of employment (i) was at the request of or with the express prior consent of a third party who has taken steps reasonably calculated to effect such Change in Control or (ii) otherwise arose in anticipation of such Change in Control, then all of the following shall take place:
Termination in Anticipation of a Change in Control. If, before the Vesting Date, (1) a Change in Control has occurred, (2) the Company has terminated the Grantee’s Service without Cause during the year before the Change in Control was consummated but after a third party and/or the Company had taken steps reasonably calculated to effect a Change in Control, and (3) it is reasonably demonstrated by the Grantee that such termination of Service was in connection with or in anticipation of a Change in Control, all the Restricted Stock Units shall become fully and immediately vested, and all restrictions shall lapse, on the fifth business day before the date of consummation of a Change in Control of the Company.
Termination in Anticipation of a Change in Control. (a) An “Anticipatory Termination” occurs if either
(1) the Company terminates the Executive’s employment other than for Cause or Disability prior to the date on which a Change in Control occurs, (2) it is reasonably demonstrated by the Executive that such termination of employment (x) was at the request or instruction of a third party who had taken steps reasonably calculated to effect a Change in Control or (y) otherwise arose within six months of, and was in connection with or in anticipation of, a Change in Control, and (3) a Change in Control occurs, or
(ii) (1) during the Term, an event occurs that would have constituted Post-CIC Good Reason if the date on which a Change in Control occurs was deemed to be the date immediately prior to the date of such event and the Executive terminated his employment subsequent to such event, (2) the Executive can reasonably demonstrate that such Post-CIC Good Reason event (x) was at the request or instruction of a third party who had taken steps reasonably calculated to effect a Change in Control or (y) otherwise arose within six months of, and was in connection with or in anticipation of, a Change in Control, and (3) a Change in Control occurs.
(iii) For purposes of clauses (i)(1)(y) and (ii)(1)(y) of this Section 3.04(a), it shall be presumed that such event was in connection with or in anticipation of a Change in Control unless the Company establishes otherwise by clear and convincing evidence.
(b) If the Executive has reason to believe that an Anticipatory Termination may have occurred, he shall provide a notice setting forth such belief in accordance with Article VII of this Agreement within 120 days after a Change in Control has occurred. Upon an Anticipatory Termination, the Executive shall be entitled to (A) the payments specified in Sections 3.01(a),(d) and (e) (to the extent not previously paid), (B) the benefits specified in Section 3.01(b) (to the extent not previously provided) (or the after-tax equivalent thereof to the extent that such benefits have not been or are not provided in kind), (C) to the extent that the Executive has outstanding any unexercised stock options and other stock-based awards, the provisions of Section 3.01(c) shall apply to them, (D) in respect of any stock options or other stock based awards that were forfeited by the Executive as a result of his termination of employment but would have vested had Section 3.01(c) applied, such awards shall be reinstated (or if not reinstated, th...
Termination in Anticipation of a Change in Control. If your employment is terminated by the Company without Cause within 90 days prior to a Change of Control and such termination (i) was at the request of a third party who had indicated an intention or had taken steps reasonably calculated to effect a Change of Control and who subsequently effectuates a Change of Control (a "Third Party") or (ii) otherwise occurred as a condition to, or in anticipation of, a Change of Control which actually occurs, then for all purposes of this Agreement, the date of a Change of Control for purposes of this Agreement shall mean the date immediately prior to the date of such termination of your employment and shall entitle you to the benefits provided under Section 4 of this Agreement as though it were a termination without Cause after a Change in Control.
Termination in Anticipation of a Change in Control. In the event that Grantee ceases to be an employee of the Corporation prior to the regularly scheduled award date for non-exceptional circumstances in early 2011 but Grantee has met the conditions for a Qualifying Termination in Anticipation of a Change in Control set forth in Section 4.5 and the Grant remains outstanding, but a Change in Control has not yet occurred, then:
(1) If a CIC Triggering Event (as defined in Section 15.14) has occurred and has not yet failed (as CIC Failure is defined herein) such that a Change in Control transaction is pending at the regularly scheduled award date, the Grant will remain outstanding and Grantee will be eligible to receive an award pursuant to Section 5.2 on the same basis as that set forth in Section 5.1(c) for a qualifying Retiree and the Committee will have no discretion to reduce the size of such award; and
(2) If the CIC Triggering Event fails prior to the regularly scheduled award date (as CIC Failure is defined in Section 15.12), the Grant will remain outstanding and the Committee will have discretion to authorize an award, pursuant to Section 5.2, to Grantee up to a maximum permitted award calculated on the same basis as that set forth in Section 5.1(c) for a qualifying Retiree, but the Committee will also have discretion to reduce the award as set forth in Section 5.2(b). If Grantee dies after a Qualifying Termination in Anticipation of a Change in Control but prior to the time the Committee makes an award determination pursuant to Section 5.2 or a Change-in-Control-determined Award Date, Grantee will be eligible for Committee consideration of an award of up to the greater of the award Grantee could have received had he or she died while an employee of the Corporation or an award determined as set forth above in this Section 5.1(e). If a Change in Control occurs prior to a Committee-determined Award Date, Grantee will be deemed to receive an award in accordance with Section 6.
Termination in Anticipation of a Change in Control. Anything in this Agreement to the contrary notwithstanding, if (i) a Change in Control occurs, (ii) the Executive’s employment with the Company is terminated by the Company before the Change in Control occurs in a manner and under circumstances that would be considered a termination by the Company without Cause if it had occurred during the Protected Period, and (iii) such termination of employment was made within one year at the request or suggestion of a third party that had taken steps reasonably calculated to effect the Change in Control, then such termination shall be treated under Section 4 of this Agreement as a termination by the Company without Cause during the Protected Period, except that the date of the actual Change in Control shall be treated as the Executive’s Date of Termination.
