Common use of XXXXXXXXX Benefits Upon Change in Control Clause in Contracts

XXXXXXXXX Benefits Upon Change in Control. Employee shall be entitled to the severance benefits provided in this Section III.G if, within twelve (12) months after a Change in Control: (i) the Employee terminates his employment with the Employer for Good Reason; or (ii) Employee’s employment is terminated by the Employer for any reason other than (x) Employee’s death, (y) Employee’s Disability or (z) Cause: 1. Any phantom stock units, restricted stock awards, restricted stock units, stock options, stock appreciation rights or performance shares to purchase or relating to the Employer Group held by the Employee on the date of such termination, which are not then currently vested or exercisable, shall on such date automatically become vested or exercisable and shall remain exercisable for ninety (90) days thereafter (subject to any fixed term of such award, unit, option, right or share set forth in the document evidencing such award, unit, option, right or share). 2. A lump-sum severance payment equal to the sum of: (a) twelve (12) months of the Employee’s yearly base salary in effect as of the date of such termination or, if greater, as of the date of such Change in Control, and (b) an amount equal to any incentive compensation that would be payable to the Employee under any short-term incentive compensation plan of Centuri, calculated at the designated award opportunity for the Employee at the Date of Termination or, if greater, as of the date of such Change in Control, and at 100% of the target, for the period during the applicable plan year preceding the date of such termination and for the severance period of twelve (12) months following the date of such termination (such post-termination period, the “Severance Period”), and (c) an amount equal to any incentive compensation that would be payable to the Employee under any long-term incentive compensation plan of Centuri, calculated at the designated award opportunity for the Employee at the Date of Termination or, if greater, as of the date of such Change in Control, for the period during the applicable plan years preceding the date of such termination as if Employee was retirement eligible under the applicable plan and for the Severance Period at one (1) times target for the most recent three-year cycle using base salary, target and award opportunity at the time of execution of this Agreement), and (d) an amount equal to the full cost of health and dental coverage for Employee (and his eligible dependents) for the Severance Period, which amount shall be calculated based on the full cost of continued health and dental coverage for Employee (and his eligible dependents) under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, as of the date of termination or, if greater, as of the date of such Change in Control, and (e) an amount equal to the full cost of replacement disability and life insurance coverage for Employee (other than travel/accident) for the Severance Period, which cost shall be calculated as of the Date of Termination or, if greater, as of the date of such Change in Control. Subject to the limits in Section III.H. below, payment of the foregoing lump-sum severance payment shall be made in accordance with Centuri’s regular payroll procedures and be made to Employee on the first regularly scheduled Centuri executive pay date that occurs sixty (60) days after the termination of Employee’s employment. 3. Centuri shall pay Employee any benefits under Centuri’s benefit plans, which are fully vested on the date of such termination, in accordance with their terms, including with respect to applicable payment schedules and any applicable elections. 4. Employee shall be entitled to reimbursement of reasonable expenses actually incurred by Employee directly related to outplacement services, which reimbursement shall not exceed Thirty Thousand ($30,000). Such reimbursement shall only be made for outplacement services directly related to such termination. Such expenses must be incurred not later than the end of the second calendar year following the calendar year of such termination. Such expense must be submitted by Employee to Centuri as promptly as practicable, and in no event later than required by Centuri in order for Centuri to make such reimbursement no later than last day of the third calendar year following the calendar year in which such termination occurs. In no event shall Centuri make any such reimbursement later than the last day of the third calendar year following the calendar year in which such termination occurs. 5. If Employee’s employment is terminated by Employer prior to the occurrence of a Change in Control, and if it can be shown that Employee’s termination (a) was at the direction or request of a third party that had taken steps reasonably calculated to effect the Change in Control thereafter, or (b) otherwise occurred in connection with, or in furtherance of, the Change in Control, Employee shall have the rights described in this Section III.G above, as if a Change in Control had occurred on the date immediately preceding such termination.

XXXXXXXXX Benefits Upon Change in Control. Employee shall be entitled to the severance benefits provided in this Section III.G if, within twelve eighteen (1218) months after a Change in Control: (i) the Employee terminates his employment with the Employer for Good Reason; or (ii) Employee’s employment is terminated by the Employer for any reason other than (x) Employee’s death, (y) Employee’s Disability or (z) Cause: 1. Any phantom stock units, restricted stock awards, restricted stock units, stock options, stock appreciation rights or performance shares to purchase or relating to the Employer Group held by the Employee on the date of such termination, which are not then currently vested or exercisable, shall on such date automatically become vested or exercisable and shall remain exercisable for ninety (90) days thereafter (subject to any fixed term of such award, unit, option, right or share set forth in the document evidencing such award, unit, option, right or share). 2. A lump-sum severance payment equal to the sum of: (a) twelve eighteen (1218) months of the Employee’s yearly base salary in effect as of the date of such termination or, if greater, as of the date of such Change in Control, and (b) an amount equal to any incentive compensation that would be payable to the Employee under any short-term incentive compensation plan of Centuri, calculated at the designated award opportunity for the Employee at the Date of Termination or, if greater, as of the date of such Change in Control, and at 100% of the target, for the period during the applicable plan year preceding the date of such termination and for the severance period of twelve eighteen (1218) months following the date of such termination (such post-termination period, the “Severance Period”), and (c) an amount equal to any incentive compensation that would be payable to the Employee under any long-term incentive compensation plan of Centuri, calculated at the designated award opportunity for the Employee at the Date of Termination or, if greater, as of the date of such Change in Control, for the period during the applicable plan years preceding the date of such termination as if Employee was retirement eligible under the applicable plan and for the Severance Period at one (1) times target for the most recent three-year cycle using base salary, target and award opportunity at the time of execution of this Agreement), and (d) an amount equal to the full cost of health and dental coverage for Employee (and his eligible dependents) for the Severance Period, which amount shall be calculated based on the full cost of continued health and dental coverage for Employee (and his eligible dependents) under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, as of the date of termination or, if greater, as of the date of such Change in Control, and (e) an amount equal to the full cost of replacement disability and life insurance coverage for Employee (other than travel/accident) for the Severance Period, which cost shall be calculated as of the Date of Termination or, if greater, as of the date of such Change in Control. Subject to the limits in Section III.H. III.H below, payment of the foregoing lump-sum severance payment shall be made in accordance with Centuri’s regular payroll procedures and be made to Employee on the first regularly scheduled Centuri executive pay date that occurs sixty (60) days after the termination of Employee’s employment. 3. Centuri shall pay Employee any benefits under Centuri’s benefit plans, which are fully vested on the date of such termination, in accordance with their terms, including with respect to applicable payment schedules and any applicable elections. 4. Employee shall be entitled to reimbursement of reasonable expenses actually incurred by Employee directly related to outplacement services, which reimbursement shall not exceed Thirty Thousand ($30,000). Such reimbursement shall only be made for outplacement services directly related to such termination. Such expenses must be incurred not later than the end of the second calendar year following the calendar year of such termination. Such expense must be submitted by Employee to Centuri as promptly as practicable, and in no event later than required by Centuri in order for Centuri to make such reimbursement no later than last day of the third calendar year following the calendar year in which such termination occurs. In no event shall Centuri make any such reimbursement later than the last day of the third calendar year following the calendar year in which such termination occurs. 5. If Employee’s employment is terminated by Employer prior to the occurrence of a Change in Control, and if it can be shown that Employee’s termination (a) was at the direction or request of a third party that had taken steps reasonably calculated to effect the Change in Control thereafter, or (b) otherwise occurred in connection with, or in furtherance of, the Change in Control, Employee shall have the rights described in this Section III.G above, as if a Change in Control had occurred on the date immediately preceding such termination.

XXXXXXXXX Benefits Upon Change in Control. Employee shall be entitled to the severance benefits provided in this Section III.G III.H if, within twelve twenty-four (1224) months after a Change in Control: (i) the Employee terminates his employment with the Employer for Good Reason; Reason or (ii) Employee’s employment is terminated by the Employer for any reason other than (x) Employee’s death, (y) Employee’s Disability or (z) Cause: 1. Any phantom stock units, restricted stock awards, restricted stock units, stock options, stock appreciation rights or performance shares to purchase or relating to the Employer Group held by the Employee on the date of such termination, which are not then currently vested or exercisable, shall on such date automatically become vested or exercisable and shall remain exercisable for ninety (90) days thereafter (subject to any fixed term of such award, unit, option, right or share set forth in the document evidencing such award, unit, option, right or share). 2. A lump-sum severance payment equal to the sum of: (a) twelve twenty-four (1224) months of the Employee’s yearly base salary in effect as of the date of such termination or, if greater, as of the date of such Change in Control, and (b) an amount equal to any incentive compensation that would be payable to the Employee under any short-term incentive compensation plan of Centuri, calculated at the designated award opportunity for the Employee at the Date of Termination or, if greater, as of the date of such Change in Control, and at 100% of the target, for the period during the applicable plan year preceding the date of such termination and for the severance period of twelve twenty-four (1224) months following the date of such termination (such post-termination period, the “Severance Period”), and (c) an amount equal to any incentive compensation that would be payable to the Employee under any long-term incentive compensation plan of Centuri, calculated at the designated award opportunity for the Employee at the Date of Termination or, if greater, as of the date of such Change in Control, for the period during the applicable plan years preceding the date of such termination as if Employee was retirement eligible under the applicable plan and for the Severance Period at one two (12) times target for the most recent three-year cycle (i.e. $475,000 using base salary, target and award opportunity at the time of execution of this Agreement), and (d) an amount equal to the full cost of health and dental coverage for Employee (and his eligible dependents) for the Severance Period, which amount shall be calculated based on the full cost of continued health and dental coverage for Employee (and his eligible dependents) under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, as of the date of termination or, if greater, as of the date of such Change in Control, and (e) an amount equal to the full cost of replacement disability and life insurance coverage for Employee (other than travel/accident) for the Severance Period, which cost shall be calculated as of the Date of Termination or, if greater, as of the date of such Change in Control. Subject to the limits in Section III.H. III.I. below, payment of the foregoing lump-sum severance payment shall be made in accordance with Centuri’s regular payroll procedures and be made to Employee on the first regularly scheduled Centuri executive pay date that occurs sixty (60) days after the termination of Employee’s employment. 3. Centuri shall pay Employee any benefits under Centuri’s benefit plans, which are fully vested on the date of such termination, in accordance with their terms, including with respect to applicable payment schedules and any applicable elections. 4. Employee shall be entitled to reimbursement of reasonable expenses actually incurred by Employee directly related to outplacement services, which reimbursement shall not exceed Thirty Thousand Dollars ($30,000). Such reimbursement shall only be made for outplacement services directly related to such termination. Such expenses must be incurred not later than the end of the second calendar year following the calendar year of such termination. Such expense must be submitted by Employee to Centuri as promptly as practicable, and in no event later than required by Centuri in order for Centuri to make such reimbursement no later than last day of the third calendar year following the calendar year in which such termination occurs. In no event shall Centuri make any such reimbursement later than the last day of the third calendar year following the calendar year in which such termination occurs. 5. If Employee’s employment is terminated by Employer prior to the occurrence of a Change in Control, and if it can be shown that Employee’s termination (a) was at the direction or request of a third party that had taken steps reasonably calculated to effect the Change in Control thereafter, or (b) otherwise occurred in connection with, or in furtherance of, the Change in Control, Employee shall have the rights described in this Section III.G III.H above, as if a Change in Control had occurred on the date immediately preceding such termination.