Eligibility for Severance Benefits. The Company or its successor shall pay or provide to the Executive the Severance Benefits if the Executive has a Separation from Service and his employment is terminated voluntarily or involuntarily during the term of this Agreement, either:
(a) by the Company (1) at any time within 24 months after a Change in Control of the Company, or (2) at any time prior to a Change in Control but after the commencement of any discussions with a third party relating to a possible Change in Control of the Company involving such third party, if such termination is in contemplation of such possible Change in Control and such Change in Control is actually consummated within 12 months after the date of such termination, in either case unless the termination is on account of the Executive’s death or Disability or for Cause, provided that, in the case of a termination on account of the Executive’s Disability or for Cause, the Company shall give Notice of Termination to the Executive with respect thereto; or
(b) by the Executive for Good Reason (1) at any time within 24 months after a Change in Control of the Company or (2) at any time after the commencement of any discussions with a third party relating to a possible Change in Control of the Company involving such third party, if such Change in Control is actually consummated within 12 months after the date of such termination, and, in any such case, provided that the Executive shall give Notice of Termination to the Company with respect thereto. For purposes of clarity, with respect to Section 3 above, an Executive who is collecting Disability benefits will not be eligible for benefits under this Agreement. An Executive who is no longer Disabled will be eligible for benefits under this Agreement if, in the period extending from 12 months before the Change in Control to 24 months after the Change in Control, either of the following occur: (1) the Executive attempts to return to his or her position, and no such position is available, or (2) the Executive returns to employment and is subsequently terminated pursuant to Section 3(a) or Section 3(b) above.
Eligibility for Severance Benefits. A Participant is eligible for Severance Benefits, as described in Section 4, only if he or she experiences an Involuntary Termination. A Director is not eligible for Severance Benefits.
Eligibility for Severance Benefits. If Employee terminates employment (other than on account of circumstances described in Section 18 below) with any successor or assign (or any of their respective affiliates) of the Company at any time during the twenty-four (24) month period beginning on the effective date of a Change in Control (the “Protection Period”), he shall be entitled to the Severance Benefits described in Sections 15, 16 and 17 as follows. If during the Protection Period, Employee terminates his employment for Good Reason (as defined below) by delivering to the successor or assign of the Company (or its respective affiliate), as applicable, each no later than thirty (30) days after learning of the occurrence of an event constituting Good Reason: (i) a Preliminary Notice of Good Reason (as defined below); and (ii) a Notice of Termination (as defined below); Employee shall have the right, in his sole and reasonable discretion, to commence Severance Benefits. Any termination of Employee’s employment that qualifies for Severance Benefits under Sections 15, 16 and 17 of this Agreement shall supersede and take precedence over the provisions of Section 14. For purposes of this Agreement, the following terms shall have the respective meanings:
Eligibility for Severance Benefits. A Participant is eligible for Severance Benefits, as described in Section 4, only if he or she experiences a Qualifying Termination.
Eligibility for Severance Benefits. The Corporation or its successor shall pay or provide to the Executive the Severance Benefits if the Executive's employment is terminated during the term of this Agreement, either:
(a) by the Corporation (1) at any time six (6) months prior to a Change in Control if such termination was in contemplation of such Change in Control and was done to avoid the effects of this Agreement or, (2) within twenty-four (24) months after a Change in Control of the Corporation, unless in either (1) or (2) the termination is on account of the Executive's death or Disability or for Cause, provided that, in the case of a termination on account of the Executive's Disability or for Cause, the Corporation shall give Notice of Termination to the Executive with respect thereto; or
(b) by the Executive for Good Reason at any time within twenty-four (24) months after a Change in Control of the Corporation provided that the Executive shall give Notice of Termination to the Corporation with respect thereto.
Eligibility for Severance Benefits. State Auto, or its respective successor, shall pay or provide to Executive the Severance Benefits as defined above, in the event that Executive becomes eligible for such Severance Benefits because, during the Term of this Agreement:
(a) State Auto Mutual or State Auto Financial terminates the Executive’s employment for any reason other than for Cause, the death or Disability of Executive or Executive’s mandatory retirement at age 65, as permitted under regulations Section 1625.12 of the ADEA, within 24 months after a Change of Control; or
(b) Executive terminates his employment for Good Reason within 24 months after a Change of Control; or
(c) State Auto Mutual or State Auto Financial terminates the Executive’s employment for any reason other than for Cause or the death or Disability of Executive after an agreement has been reached with an unaffiliated third party, the performance of which agreement would result in a Change of Control involving such third party, if such Change of Control is actually consummated within 12 months after the date of such termination.
Eligibility for Severance Benefits. (i) If, during the Severance Period, Employee's employment is terminated by the Company other than for Cause and other than as a result of his death or disability pursuant to Section 7(d) or (e), Employee shall be entitled to the Severance Benefits.
(ii) Following the consummation of a Change in Control, Employee may elect, within the 60-day period following the occurrence of one of the following events, to terminate employment with the Company and receive the Severance Benefits (pursuant to written notice to the Board specifying the effective date of such termination which shall not be earlier than the date of the Board's receipt of such notice and shall not be later than the end of such 60-day period):
(A) Failure to elect or reelect or otherwise to maintain Employee in the office or position, or a substantially equivalent office or position, of or with the Company or successor, as the case may be, which Employee held immediately prior to a Change in Control, or the removal of Employee as a Director (or as a member of the board of directors of any successor thereto) if Employee shall have been a Director immediately prior to the Change in Control;
(B) The occurrence of any of the following:
(I) a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities or duties attached to the position with the Company or successor, as the case may be, which Employee held immediately prior to the Change in Control;
(II) a reduction in Employee's Base Pay as in effect immediately prior to the Change in Control;
(III) a material reduction in the scope or value of Employee Benefits as in effect immediately prior to a Change in Control; or
(IV) any material breach of this Agreement by the Company or any successor thereto, which situation is not remedied within 10 calendar days after written notice to the Board (or the board of any successor) from Employee;
(C) The liquidation, dissolution, merger, consolidation or reorganization of the Company or transfer of all or substantially all of its business and/or assets, unless the surviving or successor entity, if other than the Company (by liquidation, merger, consolidation, reorganization, transfer or otherwise), to which all or substantially all of such business and/or assets have been transferred (directly or by operation of law) assumes all duties and obligations of the Company under this Agreement pursuant to Section 16(a); or
(D) The Company or any successor, as the case may ...
Eligibility for Severance Benefits. The Executive shall receive the Severance Benefits described in Paragraph 4 if the Executive’s employment is terminated during the term of this Agreement, and
(a) The termination occurs within twelve (12) months after a Change of Control, unless the termination is (i) because of Executive’s death or Disability, (ii) by the Corporation for Cause, or (iii) by the Executive other than for Good Reason; or
(b) The Corporation terminates the employment of Executive within six (6) months before a Change of Control, in contemplation of such Change of Control, and to avoid the effect of this Agreement should such action occur after such Change of Control.
Eligibility for Severance Benefits. The Executive shall be eligible for the benefits described in Paragraph 4 (the "Severance Benefits") if, during the Term there has been a Change in Control and during the two year period commencing on the Change of Control Date, the Executive has a Termination of Employment initiated (i) by the Company without Cause or (ii) by the Executive for Good Reason. The Executive's employment shall also be deemed to have a Termination of Employment following a Change in Control if the Executive's employment is terminated in connection with or following a Potential Change in Control and prior to the actual Change in Control.
Eligibility for Severance Benefits. State Auto, or its respective successor, shall pay or provide to Executive the Severance Benefits as defined above, in the event that Executive becomes eligible for such Severance Benefits because, during the Term of this Agreement:
(a) the Executive’s employment is terminated from all State Auto companies for any reason other than for Cause, the death or Disability of Executive within twenty-four (24) months after a Change of Control; or
(b) Executive terminates employment for Good Reason within twenty-four (24) months after a Change of Control; or
(c) the Executive’s employment is terminated from all State Auto companies for any reason other than for Cause or the death or Disability of Executive after an agreement has been reached with an unaffiliated third party, the performance of which agreement would result in a Change of Control involving such third party, if such Change of Control is actually consummated within twelve (12) months after the date of such termination. Executive’s termination of employment for all purposes under this Agreement shall be determined to have occurred in accordance with the “separation from service” requirements of Code Section 409A and applicable Treasury Regulations and guidance issued thereunder.
