Basic Severance Payment. In the event that the Executive is subjected to a Qualifying Termination within two years after a Change of Control, the Company shall pay the Executive within 30 days after the effective date of his Qualifying Termination (his "Termination Date") a cash amount equal to his Base Amount times the number designated in Section 5.9 of this Agreement (the "Designated Number"). The Executive's Base Amount shall equal the average of the Executive's Includable Compensation for the two whole calendar years immediately preceding the date of the Change of Control (or, if the Executive was employed by the Company for only one of those years, his Includable Compensation for that year). The Executive's Includable Compensation for a calendar year shall consist of (a) the compensation reported by the Company on the Form W-2 that it filed with the Internal Revenue Service for that year in respect of the Executive or which would have been reported on such form but for the fact that Executive's services were performed outside of the United States, plus (b) any compensation payable to the Executive during that year the receipt of which was deferred at the Executive's election or by employment agreement to a subsequent year, minus (c) any amounts included on the Form W-2 (or which would have been included if Executive had been employed in the United States) that represented either (i) amounts in respect of a stock option or restricted stock plan of the Company or (ii) payments during the year of amounts payable in prior years but deferred at the Executive's election or by employment agreement to a subsequent year. The compensation referred to in clause (b) of the immediately preceding sentence shall include, without limitation, amounts initially payable to the Executive under the MICP or a Long-Term Performance Incentive Plan or the 2002 PIP in that year but deferred to a subsequent year, the amount of deferred compensation for the year in lieu of which benefits are provided the Executive under an ESBA and amounts of Regular Compensation earned by the Executive during the year but deferred to a subsequent year (including amounts deferred under Interpublic Savings Plan pursuant to Section 401(k) of the Code); clause (c) of such sentence shall include, without limitation, all amounts equivalent to interest paid in respect of deferred amounts and all amounts of Regular Compensation paid during the year but earned in a prior year and deferred.
Basic Severance Payment. (a) If the Executive incurs a Qualifying Termination, the Company shall pay to the Executive a cash amount equal to 200% of the Base Amount. The Base Amount shall be an amount equal to the greater of
(A) the sum of (I) the Executive's base annual salary immediately before the Change in Control plus (II) the Executive's Average Percentage of the annual value (i.e., the dollar amount) of the normal payment under the EIP for the Executive's salary level (such annual value and normal payment being those that are in effect under the EIP immediately before the date on which the Change in Control occurs for the Executive's salary level immediately before the date on which the Change in Control occurs). For purposes of this paragraph (A), the Executive's "Average Percentage" means the average of the Executive's Annual Percentages for the Determination Years. For purposes of this paragraph (A), the Executive's "Annual Percentage" for each Determination Year means a fraction (expressed as a percentage), the numerator of which is the EIP award earned by the Executive for such Determination Year, and the denominator of which is the annual value of the normal payment under the EIP for the Executive's salary level (such annual value and normal payment being those that were in effect under the EIP for such Determination Year for the Executive's salary level for such Determination Year). For purposes of this paragraph (A), a "Determination Year" means each of the last three EIP plan years ending before the date on which the Change in Control occurs (or, if less, the number of those three plan years during which the Executive was a participant in the EIP); or
Basic Severance Payment. If the Executive incurs a Qualifying Termination following a Change in Control that occurs on or before termination of this Agreement as provided in Section 6.1 hereof, the Company shall pay within 30 days after the date of the Qualifying Termination to the Executive a single lump sum cash amount equal to his Total Annual Compensation multiplied by the lesser of (a) 2.50 or (b) .0833 multiplied by the number of full months remaining between termination and his attaining age 65. "Total Annual Compensation" shall mean the sum of annual base salary in effect immediately preceding termination or the Change of Control, whichever is higher, and annual incentive compensation earned under the "ICP" (annualized in the case of less than a full year's service) in the last full fiscal year immediately preceding termination or the Change in Control, whichever is higher.
Basic Severance Payment. In the event of a Qualifying Termination, the Company shall, as liquidated damages or severance pay, or both, pay to the Employee and provide the Employee and the dependents, beneficiaries and estate of the Employee within thirty (30) business days after such Qualifying Termination of employment with the following:
(a) A lump sum cash amount equal to:
(i) three (3) times the sum of Employee's base annual salary immediately preceding the Change in Control; adjusted to reflect any increases in such base salary following the Change in Control plus the Employee's annual target bonus; and
(ii) a prorated annual target bonus for the short year in which the Qualifying Termination occurs.
(b) A lump sum cash amount equal to the present value of the excess of:
(i) the aggregate benefit that would have been paid under the Retirement Program described in paragraph 1.4(b)(i) above as in effect on the date first above written, if the Employee had continued to be employed and to be entitled to service credit for eligibility and benefit purposes during the sixty (60) month period immediately following such Qualifying Termination, at an annual rate of compensation equal to that used to calculate the payments provided by paragraph 2.1(a) above, calculated on the basis of the compensation amount used in the benefit formula under said Retirement Program, and assuming that the Employee is fully vested in such benefit, over
(ii) the aggregate benefit actually payable under the Retirement Program and any successor retirement program of the Company consisting of a tax-qualified pension plan and a related excess benefit plan. In clarification of the immediately preceding sentence, the aggregate benefit that would have been paid under the Retirement Program shall be calculated as of the normal or early retirement date for which the Employee would have qualified, if the Employee were still employed on that date, and which would produce the highest present value.
(c) To the extent not otherwise paid or payable under this Agreement or the Plan, the present value of any Employee awards under the Plan which are outstanding at the time of the Qualifying Termination (whether vested or not) prorated based on length of service, and assuming, for the purpose of this paragraph, that any contingencies or performance goals related to such awards are fully achieved at the one hundred percent (100%) level.
(d) For purposes of calculating the lump sum cash payments provided by paragraph 2.1(b) ab...
Basic Severance Payment. (a) If the Executive incurs a Qualifying Termination at any time after the Effective Date, the Company shall pay to the Executive in a lump sum within 30 days of the Qualifying Termination, a cash amount equal to:
(i) the greater of:
(A) his Base Salary (plus car allowance) for the 18- month period ending immediately before the Change in Control occurs; or
(B) his Base Salary (plus car allowance) for the 18- month period ending immediately before the Qualifying Termination occurs, minus
(ii) the Reduction Amount (as defined below).
(b) The Reduction Amount shall be the minimum amount required (which may be zero but may not be less than zero) so as to avoid the making of "excess parachute payments" that would subject the Executive to excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended from time to time (the "Code") or would be nondeductible by the Company for Federal income tax purposes by reason of Section 280G of the Code. The Reduction Amount shall be determined by independent firms of certified public accountants in accordance with the Code and any applicable regulations thereunder and interpretations thereof. All expenses incurred in making such determinations, whether incurred by the accounting firms, by the Company, or by the Executive, shall be paid directly by the Company. In determining the Reduction Amount, the accounting firms shall take into account any and all compensation and benefits to which the Executive may be entitled, to the extent that such compensation and benefits are to be taken into account under applicable law in making such a determination, and shall take into account and apply, to the extent permissible under applicable law, the provisions of Section 280G of the Code relating to the reasonable compensation for personal services. 2
(c) The Company agrees to cooperate reasonably with the Executive to avoid the making of any excess parachute payments, including without limitation (i) assisting the Executive in establishing that some or all of the payments received by the Executive contingent on a change described in Section 280G(b)(2)(A)(i) of the Code ("Change in Control") are reasonable compensation for personal services actually rendered by the Executive before the date of such change or to be rendered by the Executive on or after the date of such change, or (ii) changing the terms of any options to acquire common stock of the Company that the Executive holds in a manner not materially adverse to the C...
Basic Severance Payment. If Employee does not enter into this Agreement, Employer will pay Employee the equivalent of two (2) weeks of Employee’s last base pay, which equals the gross amount of $14,700.00 and will be subject to all applicable withholding taxes (the “Basic Severance Payment”). The Basic Severance Payment will automatically be paid on the Separation Date and does not constitute consideration for the signing of this Agreement and General Release.
Basic Severance Payment. In the event of a Qualifying Termination, the Company shall, as liquidated damages or severance pay, or both, pay to the Employee and provide the Employee and the dependents, beneficiaries and estate of the Employee within thirty (30) business days after such Qualifying Termination of employment with the a lump sum cash amount equal to:
(a) three hundred thousand dollars ($300,000), less any amount paid under Section 2.1(b) below; and
(b) any annual target bonus owing but unpaid for 2006; and
(c) a prorated annual target bonus for the short year in which the Qualifying Termination occurs.
Basic Severance Payment. Conditioned upon the restrictions outlined in the various Subsections of this Agreement, Xxxxxx will receive three times (3x) the amount of Xxxxxx’x annual base salary (as of April 1, 2004) and target bonus. The estimated amount of the payment to which Xxxxxx will be entitled if this Agreement is executed is listed in the accompanying Schedule. This severance payment will be paid in a lump sum within the time frame provided for in Subsection IV(A)(4). In the event of Xxxxxx’x death, any unpaid severance payments pursuant to Section II of this Agreement will be paid in a lump sum to Xxxxxx’x estate or to such other person as Xxxxxx may designate in a written request delivered to Company before Xxxxxx’x death.
Basic Severance Payment. If the Executive incurs a Qualifying Termination following a Change in Control that occurs on or before termination of this Agreement as provided in Section 5.2 hereof, the Company shall pay within 30 days after the date of the Qualifying Termination to the Executive a single lump sum cash amount equal to (i) two (2) times the greater of his annual base salary in effect immediately preceding termination or immediately preceding the Change of Control and (ii) an amount equivalent to an incentive bonus for the two years following termination which assumes the Company achieves the results outlined in its Annual Business Plan and based on either the terms of the incentive plan immediately preceding the Change of Control or immediately preceding termination, whichever gives the greater result.
Basic Severance Payment. (A) the sum of (I) the Executive's base annual salary immediately before the Change in Control plus (II) the Executive's Average Percentage of the annual value (i.e., the dollar amount) of the normal payment under the EIP for the Executive's salary level (such annual value and normal payment being those that are in effect under the EIP immediately before the date on which the Change in Control occurs for the Executive's salary level immediately before the date on which the Change in Control occurs). For purposes of this paragraph (A), the Executive's "Average Percentage" means the average of the Executive's Annual Percentages for the Determination Years. For purposes of this paragraph (A), the Executive's "Annual Percentage" for each Determination Year means a fraction (expressed as a percentage), the numerator of which is the EIP award earned by the Executive for such Determination Year, and the denominator of which is the annual value of the normal payment under the EIP for the Executive's salary level (such annual value and normal payment being those that were in effect under the EIP for such Determination Year for 18 - 18 -
