Put Event

Put Event. Means any of the following: (i) termination of Officer's employment by the Company or any successor thereto (or an affiliate of the Company or any successor thereto) without Cause (as defined in this Agreement); (ii) termination of Officer's employment with the Company or any successor thereto (or an affiliate of the Company or any successor thereto) for any reason on or after the third anniversary of the ... Effective Time; (iii) occurrence of a Company Change of Control or a Unocal Change of Control; (iv) the death or Disability (as defined in this Agreement) of Officer; (v) the termination by Officer of his or her employment with the Company or any successor thereto (or an affiliate of the Company or any successor thereto) for Good Reason (as defined in this Agreement); or (vi) Union Oil, together with all "affiliates" and "associates" (as such terms are defined in Rule 12b-2 under the Exchange Act) of such person (as well as any "Person" or -5- "group" as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), shall become the "beneficial owner" or "beneficial owners" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of securities of the Company representing in the aggregate 85% or more of either the then outstanding shares of common stock of the Company or the Voting Securities of the Company. Notwithstanding the foregoing, no Put Event shall be deemed to have occurred at any time if prior to such time, and before the third anniversary of the Effective Time, (i) the Officer's employment has been terminated by the Company or any successor thereto (or any affiliate of the Company or any successor thereto) for Cause or (ii) Officer has voluntarily terminated his or her employment with the Company or any successor thereto (or any affiliate of the Company or any successor thereto) other than for Good Reason. View More

Put Event. Means (i) termination by the Company without Cause and without Company Good Reason, (ii) termination by reason of death, disability or incapacity of Executive or (iii) termination by Executive for Executive Good Reason.

Put Event. Any event in which UAG Holdings becomes owned or controlled by or merges with any person which is not then an Affiliate of UAG Holdings or Penske Corporation. For this purpose, (i) any change in ownership resulting from any public offering of securities does not constitute a "Put Event," and (ii) the ownership or control of 30% or more of the capital voting stock of any party will be deemed to be ownership or control of such party.