Definitions should be useful

Before

If during the term of the agreement, a change in control occurs and the employment of any NEO is terminated (i) other than for “cause” (as defined below), disability (a physical or mental infirmity which impairs the NEO’s ability to substantially perform his duties for twelve months or more), death or a “disqualification disaggregation” (as defined below) or (ii) he resigns for “good reason” (generally, a material adverse change in the NEO’s title, position or responsibilities, a reduction in the NEO’s base salary, a reduction in the NEO’s annual bonus, relocation, a material reduction in the level of employee benefits, a material breach by the Company of its obligations under the change in control agreement, a successor company’s failure to honor the agreement, or the failure of the Board to provide written notice of the act or omission constituting “cause”), such NEO is entitled to the following:

[list of benefits omitted]

A “disqualification disaggregation” means:
• the termination of an NEO from the Company or an affiliate’s employ prior to the date of a change in control for any reason including, terminations effected by a spin off, sale or other disaggregation by the Company or such affiliate of a business unit;
• the termination of an NEO’s employment by a successor after the date of the change in control and ending on the second anniversary of the change in control due to a disaggregation if the NEO is employed in substantially the same position and the Company’s change in control agreement is assumed by the successor.

Before, with commentary

If during the term of the agreement, a change in control occurs and the employment of any NEO is terminated (i) other than for “cause” (as defined below), disability (a physical or mental infirmity which impairs the NEO’s ability to substantially perform his duties for twelve months or more), death or a “disqualification disaggregation” (as defined below) or (ii) he resigns for “good reason” (generally, a material adverse change in the NEO’s title, position or responsibilities, a reduction in the NEO’s base salary, a reduction in the NEO’s annual bonus, relocation, a material reduction in the level of employee benefits, a material breach by the Company of its obligations under the change in control agreement, a successor company’s failure to honor the agreement, or the failure of the Board to provide written notice of the act or omission constituting “cause”) [It is better to state the general rule and keep the definitions separate. Otherwise the reader gets lost in a long sentence.], such NEO is entitled to the following:

[list of benefits omitted]

A “disqualification disaggregation” means:

• the termination of an NEO from the Company or an affiliate’s employ prior to the date of a change in control for any reason including, terminations effected by a spin off, sale or other disaggregation [no fair using an unfamiliar word to define itself!] by the Company or such affiliate of a business unit;

the termination of an NEO’s employment by a successor after the date of the change in control and ending on the second anniversary of the change in control due to a disaggregation if the NEO is employed in substantially the same position and the Company’s change in control agreement is assumed by the successor. [This definition has a lot of pieces to parse through. It would help to rearrange them.]

After

NEO Benefits Following a Change in Control

If during the term of a change in control agreement, a change in control occurs and (i) the employment of an NEO is terminated other than for cause, disability, death, or a disqualification disaggregation, or (ii) the NEO resigns for good reason, such NEO is entitled to the following:

[list of benefits omitted]

Definitions

A “disability” is a physical or mental infirmity that impairs the NEO’s ability to substantially perform his duties for twelve months or more.

A “disqualification disaggregation” means:
• an NEO is terminated from the Company or an affiliate’s employ before a change in control for any reason, including a termination effected by a spin-off, sale, or other division or break-up of the Company or the affiliate; or
• after a change in control but before the second anniversary of the change in control, an NEO that was employed in substantially the same position by a successor that has assumed the Company’s change in control agreement is terminated due to a division or break-up of the successor.

“Good reason” means:

• a material adverse change in the NEO’s title, position, or responsibilities;
• a reduction in the NEO’s base salary;
• a reduction in the NEO’s annual bonus;
• relocation;
• a material reduction in the level of employee benefits;
• a material breach by the Company of its obligations under the change in control agreement;
• a successor company’s failure to honor the agreement; or
• the failure of the Board to provide written notice of the act or omission constituting “cause.”

[definitions continue…]