Change in Control Compensation. Subject to the provisions of this Agreement, including without limitation Section 6(g), Employee shall be entitled to the compensation provided in the Severance Compensation Agreement pursuant to the terms stated in such agreement; provided, however, that any compensation payable under the Severance Compensation Agreement shall be reduced dollar for dollar by the amount of any Transition Bonus paid prior to the date of any payment under the Severance Compensation Agreement.
Change in Control Compensation. 3.1 If Executive shall be entitled to receive compensation under this Agreement by virtue of the termination of the Executive's employment during the Period, then the Company shall pay to the Executive in a single lump sum payment within 30 days of the Executive's termination of employment the amounts set forth below, provided that an amount need not be paid to the Executive in a single lump sum payment if one of the following subparagraphs otherwise expressly provides:
Change in Control Compensation. In the event that (i) a Change in Control occurs during the Term and (ii) Executive’s employment with NMHC terminates at any time within two (2) years following the occurrence of the Change in Control pursuant to a Permitted Termination Event, then in lieu of any Severance Compensation then owed or that otherwise may be owed in the future to Executive under this Agreement, NMHC shall pay Executive both (A) the Accrued Obligations within three (3) business days after the termination of Executive’s employment and (B) subject to Section 2.2.8, the Change in Control Compensation within three (3) business days after all revocation and waiting periods applicable to the Release have expired. In the interest of clarity, NMHC and Executive agree that, following the occurrence of a Change in Control and a payment of the Change in Control Compensation to Executive, the provisions of this Agreement requiring payment of Severance Compensation to Executive shall automatically be deemed null and void and shall not apply with respect to any termination of Executive’s employment (whether such termination is effected in connection with the Change in Control or at any time in the future following the Change in Control), and under no circumstances shall NMHC ever be obligated to pay Executive both Change in Control Compensation and Severance Compensation.
Change in Control Compensation. In the event of a voluntary Termination of Employment by Employee following a Change in Control after which within two years Employee experiences a material diminution in Employee’s base compensation, or in Employee’s authority, duties, or responsibilities, and Bank does not remedy the condition after receiving notice from Employee as set forth in the Section titled “Termination of Employment,” Employee shall receive the following “
Change in Control Compensation. In the event (a) a Change of Control has occurred, Good Reason exists and Employee gives written notice to the Bank within one-hundred eighty (180) days after the occurrence of such Good Reason that Employee is terminating her employment with the Bank for Good Reason, and provided the Employee has delivered to Bank a Waiver and Release Agreement (attached as exhibit "B" hereto), Employee shall be entitled to a severance payment equal to twelve (12) months pay in an amount equal to her gross compensation, inclusive bonus and commissions, for the prior twelve (12) months and such other sums as are provided for under Section E.5. The Severance Payment will be paid not more than ten (10) days after the later of the termination of Employee's employment in accordance with this paragraph 6 and the date Bank receives the Waiver and Release Agreement. Each Change of Control shall give Employee a separate right to give the notice set forth in the first sentence of this paragraph 6.
Change in Control Compensation. Employee shall be entitled to the compensation provided in the Severance Compensation Agreement pursuant to the terms stated in such agreement.
Change in Control Compensation. The definition of "Change in Control" is set out below in the appendices to this letter. In the event that, within two years following a Change in Control, you were to be dismissed involuntarily by the Employer for any reason whatsoever, except for serious or gross negligence or dismissal for long-term sickness or disability, the Company will pay you a compensation (called "Change in Control Compensation") intended to compensate you for the consequences and any damages resulting from this termination, including the indemnities which you may be entitled to, if any, as a result of the termination under local applicable laws. In line with the U.S. standard of paying a total of 2.5 years of annual compensation, the gross amount of the Change in Control Compensation payable to you shall be equal to: – One year of the base gross salary you will have received during the 12 calendar months preceding the notification of your dismissal and the average annual gross bonus ("short term incentive") actually received during the three years prior to the dismissal. Aptar Mezzovico Sa | Xxx Xxxxxxxxx 00 | 0000 Xxxxxxxxx | Xxxxxxxxxxx | Tel. +00 00 000 00 00 | Fax +00 00 000 00 00 |
Change in Control Compensation. (a) Subject to the conditions of Section 2.1(b) and Section 3, in the event Employee’s employment is terminated in a Termination Upon a Change in Control (as defined below), provided that such termination constitutes a Separation from Service as defined in Section 3.1, Employee shall be paid the sum of the following amounts (the “Change in Control Compensation”):
(i) An amount equal to one year of Employee’s Base Salary at the rate in effect on his termination of employment; and
(ii) An amount equal to any annual cash Targeted Incentives for the year in which such termination occurs as though all “target levels” of performance for such year are fully and completely achieved. Subject to the conditions specified in Section 2.1(b), the Change in Control Compensation will be payable in a single lump sum cash payment subject to applicable taxes and withholdings, on the 60th day after Employee’s Separation from Service.
(b) Payment of the Change in Control Compensation shall be subject to and conditioned upon Employee’s compliance with the terms, provisions and conditions contained in this Agreement in Sections 5, 6 and 7 and shall be subject to and conditioned upon Employee’s execution of a release and waiver, within sixty (60) days after Employee’s Separation from Service of all claims with respect to Employee’s employment against the Company, its Affiliates and their respective officers and directors in a form mutually acceptable to the Company and Employee.
Change in Control Compensation. Holdco shall pay the Consultant a cash bonus in an amount determined below within 10 days of the occurrence of a Change in Control (the “CIC Bonus”) if the Consultant is engaged by, and providing services to, the Company or the Manager on the date of the Change in Control and, as determined in the reasonable and good faith discretion of the Board, the 2011 Bonus has not been earned by the Consultant. For the sake of clarity, the Consultant may not earn both the 2011 Bonus and CIC Bonus. The amount of the CIC Bonus will be determined in accordance with the following:
Change in Control Compensation. The Company acknowledges that Executive was entitled to receive cash compensation of $400,000 under the CIC Agreement as a result of the change in control of the Company that occurred in August 2022 (the “Prior CIC Compensation”), which Executive has agreed to waive in connection with the execution of this Agreement. Upon execution of this Agreement, Executive shall be entitled to receive a cash bonus payment of $400,000 (the “CIC Bonus”), which will be paid as follows:
(a) $200,000 on December 31, 2022;
(b) $100,000 on April 30, 2023; and
(c) $100,000 on December 31, 2023. Notwithstanding anything to the contrary contained in this Agreement, the CIC Bonus shall be deemed fully earned and payable as of the Effective Date, and such CIC Bonus shall (i) not be subject to the Company Clawback Rights in Section 4.10 and (ii) be paid in accordance with this section even if the Executive’s employment with the Company is terminated for any reason.
