Termination Related to a Change in Control. The following provisions shall survive the expiration of the Term of this Agreement and the termination of Executive’s employment.
Termination Related to a Change in Control. This paragraph will apply to any termination related to a Change in Control, as set forth herein.
Termination Related to a Change in Control. If Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason, in either case within twenty-four (24) months after a Change in Control (as defined below) that occurs during the Employment Term, then:
(a) Subject to Sections 6(c) and 7(c) and Employee’s execution and non-revocation of the Waiver and Release, Employee shall receive the following amounts and benefits, which shall be in lieu of the amounts set forth in Section 6 hereof:
(i) the Accrued Rights, less permitted statutory deductions and withholdings;
(ii) the amounts set forth in Section 5(c)(ii) through (iv);
(iii) Severance Pay, payable within 60 days following Employee’s “separation from service,” in an amount equal to 2.99 times the greater of (A) the average of Employee’s total Base Salary and Annual Bonus (such Salary and Bonus to be annualized for any partial year) for the three years preceding the year of the Change in Control, or (B) Employee’s Base Salary and target Annual Bonus for the year in which the Change in Control occurs, subject to reduction in accordance with Section 7(c); provided, however, in the case of clause (A), if the Annual Bonus for the year prior to the Change in Control has not yet been determined as of the effective date of termination, then such Annual Bonus shall be calculated in accordance with clause (A) but shall include the most recent calendar year for which an Annual Bonus has been determined under this Agreement or the Prior Agreement;
(iv) the COBRA Benefits;
(v) a payment equal to the value of Employee’s obligations under Sections 8(d) and (e) of this Agreement, such payment to offset an equal amount of the Severance Pay;
(vi) outplacement services paid for by the Company for twelve (12) months following termination of employment, not to exceed $30,000; and
(vii) financial planning services paid for by the Company for twelve (12) months following termination of employment, not to exceed $30,000.
(b) For purposes of this Agreement, a “Change in Control” shall mean the occurrence of any of the following events:
(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than (x) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any affiliate, or (y) any corporation owned, directly or indirectly, by shareholders of the Company in substantially the same proportions as their ownership of the ...
Termination Related to a Change in Control. If Employee’s employment is terminated by the Company without Cause, or by Employee for Good Reason or upon the failure of the Company to renew the Employment Term, in either case within 24 months after a Change in Control (as defined below) that occurs during the Employment Term, then:
(a) Subject to Sections 6(c) and 7(c) and Employee’s execution and non-revocation of the Waiver and Release attached hereto as Exhibit A, Employee shall receive the following amounts and benefits, which shall be in lieu of the amounts set forth in Section 6 hereof:
(i) the Accrued Rights;
(ii) the amounts set forth in Sections 5(c)(ii) through (iv);
(iii) Severance Pay, payable within 60 days following Employee’s “separation from service,” in an amount equal to 2.99 times the greater of (A) the average of Employee’s total Base Salary and Cash Bonus for the two years preceding the year of the Change in Control, or (B) Employee’s Base Salary and target Cash Bonus for the year in which the Change in Control occurs, subject to reduction in accordance with Section 7(c); provided, however, in the case of clause (A), if the Cash Bonus for the year prior to the Change in Control has not yet been determined as of the effective date of termination, then such Cash Bonus shall be calculated in accordance with clause (A) but shall include the most recent calendar year for which a Cash Bonus has been determined under this Agreement or the Prior Agreement; and
Termination Related to a Change in Control. Subject to Sections 4.5 and 8.1, if a Change in Control Date occurs and the Executive’s employment with the Company terminates within 12 months following the Change in Control Date, the following provisions shall apply:
Termination Related to a Change in Control. If a Change in Control occurs while this Agreement is in effect, and at any time during the nine month period beginning on the date of the first occurrence of such Change in Control either (i.) Executive’s employment is terminated by the Company for any reason other than Cause or the Executive’s Death or Disability, or (ii.) Executive terminates his or her employment for Good Reason, , the Company will pay Executive a Change in Control Severance Benefit as follows PROVIDED THAT Executive first fulfills the requirements of Section XVII:
(a) An amount equal to Executive’s annual base salary as in effect on the date of termination or, if higher, the annual base salary as in effect prior to any reduction within the twelve (12) months preceding termination, payable as a lump sum on the later of the closing date on which a Change in Control transaction is completed, or 48 hours after the termination;
(b) Continuation (or reimbursement for the cost of) all health and welfare benefits for Executive and his/her dependents for a period of 12 months following termination at the same or comparable levels of coverage.
Termination Related to a Change in Control. In the event Executive’s employment is terminated on account of (i) an involuntary termination by the Company for any reason other than Cause, death or Disability, or (ii) the Executive voluntarily terminates employment with the Company on account of a resignation for Good Reason, in either case that occurs at the same time as, or within the twelve (12) month period following, the consummation of a Change in Control or within the sixty (60) day period prior to the date of a Change in Control where the Change in Control was under consideration at the time of Executive’s termination of employment (the “Change of Control Period”), then Executive shall be entitled to receive the severance benefits and payments described in Section 14 below.
Termination Related to a Change in Control. If the Participant was employed by Sunoco or any of its Affiliates at the time of the Change in Control, and the Participant’s employment relationship with Sunoco or one of its Affiliates is subsequently terminated as a result of any Qualifying Termination, then:
(1) the Limited Rights shall not terminate, but shall remain fully exercisable by the Participant during the seven-month period following the Change in Control; and
(2) the requirement that the Participant be terminated by reason of retirement or permanent disability or be employed by Sunoco or one of its Affiliates at the time of exercise, is waived during the seven-month period following a Change in Control of Sunoco.
Termination Related to a Change in Control. N/A. and subject to good faith negotiation and consistent with industry standards as shall be determined upon completion of the Offering.
Termination Related to a Change in Control. If Employee’s employment is terminated by the Trust without Cause, or by Employee for Good Reason, or upon the failure of the Trust to renew the Employment Term, in either case within 24 months after a Change in Control (as defined below) that occurs during the Employment Term, then:
(a) Subject to Sections 6(c) and 7(c) the Trust shall pay Employee within thirty (30) days after the later of Employee’s termination or execution of the Waiver and Release under Exhibit B, the following amounts and benefits, which shall be in lieu of the amounts set forth in Section 6 hereof:
(i) The Accrued Rights, less permitted statutory deductions and withholdings;
(ii) The amounts set forth in Sections 5(c)(ii) through (iv);
(iii) Severance Pay in an amount equal to 2.99 times the greater of (A) the average of Employee’s total Base Salary and Cash Bonus for the two years preceding the year of the Change in Control, or (B) Employee’s Base Salary and target Cash Bonus for the year in which the Change in Control occurs, subject to reduction in accordance with Section 7(c); and
