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Document Preview Change in Control Agreement [Amended and Restated No. 3] |
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Title: |
Change in Control Agreement [Amended and Restated No. 3] |
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Entities: |
MONY Group Inc.; Mony Life Insurance Company; Michael I. Roth |
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Date: |
2003 |
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Size: |
Preview shows 11KB of 73KB total |
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Price: |
$50 |
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ID: |
#165308 |
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THIRD AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
AGREEMENT between MONY LIFE INSURANCE COMPANY, a New York corporation (the Company), and Michael I. Roth (the Executive), dated as of July 30, 2003 (the Agreement Date).
Recitals
| A. | The Company and the Executive originally entered into an agreement dated April 20, 1998, providing for certain terms and conditions of employment to apply in the event of a Change in Control (the Prior Change in Control Agreement) (such agreement being one of two different agreements, each styled Employment Agreement, entered into between the Company and the Executive on that date, the other of which is an Employment Agreement for a one-year renewable term, which remains in effect in the absence of a Change in Control (the One-Year Employment Agreement)). The Company and the Executive entered into an Amended and Restated Change in Control Agreement dated February 27, 2001 (the First Amended and Restated Change in Control Agreement) which was superseded in its entirety by a Second Amended and Restated Change in Control Agreement between the Company and the Executive dated January 15, 2003 (the Second Amended and Restated Change in Control Agreement). |
| B. | The Company and the Executive wish to make certain modifications to the terms and conditions under which the Executive will remain in the employ of the Company following a change in control. |
| C. | The Company wishes to assure itself and the Executive of continuity of management in the event of a Change in Control of the Company, as hereinafter defined, and to provide the Executive with the benefits set forth in this Agreement in the event the Executives employment with the Company terminates following such a Change in Control under the circumstances described below. |
NOW, THEREFORE, the Company and the Executive hereby agree as follows:
| 1. | PRIOR AGREEMENT SUPERSEDED. This Agreement supersedes the Second Amended and Restated Change in Control Agreement in its entirety. In consideration of the extension of the term of the Agreement and the other promises set forth below, and of the mutual releases set forth in this paragraph, each party hereto relinquishes all rights, and releases the other from all promises, liabilities and commitments that may have existed, under the Second Amended and Restated Change in Control Agreement, which shall be null and void and of no further effect. |
| 2. | OPERATION AND TERM OF AGREEMENT; CHANGE IN CONTROL |
| A. | Term. This Agreement shall be effective as of the Agreement Date and shall continue in effect until the Expiration Date. The initial Expiration Date shall be December 31, 2004 but, on that date and each December 31 thereafter, the Expiration Date shall automatically be extended by one additional year unless, not later than the preceding September 30, the Company shall have given written notice to the Executive that it does not wish to extend the Expiration Date; provided, however, that if a Change in Control shall have occurred prior to the |
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original or extended Expiration Date, the Expiration Date shall automatically be extended to the third anniversary of the Change in Control and shall thereafter be extended for one year on each anniversary of the Change in Control unless, not later than six months prior to such extended Expiration Date, the Company shall have given written notice to the Executive that it does not wish to extend the Expiration Date. |
| B. | Effect of This Agreement. The benefits to be provided to the Executive pursuant to this Agreement shall become available upon a Change in Control. Prior to a Change in Control, the employment of the Executive by the Company shall be governed by the One-Year Employment Agreement; upon a Change in Control the One-Year Employment Agreement shall terminate and be superseded in its entirety by this Agreement. |
| 3. | CERTAIN DEFINITIONS |
| A. | Change in Control. |
For purposes of this Agreement, a Change in Control shall mean a change in control of the Company, which shall be deemed to have occurred upon:
| i. | an acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) (a Person) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of shares of outstanding voting securities of The MONY Group Inc. (the Holding Company) entitled to vote generally in the election of directors (the Outstanding Voting Securities) which, when combined with any other |
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