Change of Control Payment. “Change of Control Payment” is defined in Section 3.9(a)(vii) of the Agreement.
Change of Control Payment. If, during the term of this Agreement, there is a “Change of Control” the Executive will be entitled to a payment (in addition to any other amounts payable to the Executive under this Agreement or otherwise) in an amount equal to two hundred percent (200%) of the sum of the Executive’s then current Base Salary under paragraph 4.1 of this Agreement plus the bonuses paid to the Executive during the twelve (12) calendar months preceding the Change of Control under paragraph 4.2 of this Agreement or its predecessor. The right to such compensation is subject to the Executive’s continued compliance with each of the provisions of this Agreement. If the foregoing amount is not paid within thirty (30) days after a Change of Control the unpaid amount will bear interest at the per annum rate equal to twelve percent (12%). For the purpose of this Agreement, a “Change of Control” means the occurrence of any of the following:
(a) the 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 twenty percent (20%) or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”). For purposes of this paragraph, the following acquisitions by a Person will not constitute a Change of Control: (i) any acquisition directly from the Company; (ii) any acquisition by the Company; (iii) any acquisition by or sponsored by Mssrs. Xxxxxx X. XxXxxxxxx and/or Xxx X. Xxxx; (iv) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (v) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of paragraph (c) below;
(b) the individuals who, as of June 15, 2003, constitute the board of directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the board of directors. Any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, is approved by a vote of at least a majority...
Change of Control Payment. Notwithstanding Article 1, in the event of a Change of Control (as defined in Section 5.3) of the Company during the Term while the Executive remains employed by the Company, the Company shall pay to the Executive, concurrently with the consummation of such Change of Control, a lump sum amount, in cash, equal to two (2) times the sum of (A) the Executive’s annual Base Salary (determined as the Executive’s latest annual Base Salary during the Term prior to the Change of Control) and (B) the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to the Change of Control) (the “Change of Control Payment”). The date on which the Executive becomes entitled to receive the Change of Control Payment under this Section 5.1(a) shall be referred to herein as the “Change of Control Payment Date.”
Change of Control Payment. (a) If during the period beginning on the date six (6) months prior to a Change in Control (as defined below) and ending on the date two (2) years after the occurrence of a Change of Control, Executive’s employment hereunder is terminated by the Company other than for Cause or by the Executive for Good Reason, the Company will pay to Executive within thirty (30) days of such termination an amount equal to (i) twelve (12) months of Executive’s then-current Base Salary payable in a lump sum (the “Change of Control Payment”) plus (ii) an amount in cash equal to the target amount of Executive’s Annual Bonus for the year of termination multiplied by a fraction, the numerator of which is the number of completed days (including the date of termination) during the year of termination and the denominator of which is 365 ((i) and (ii) collectively, the “Change of Control Payment”); provided, however, that if as a result of such termination of employment the Executive would be entitled to greater benefits pursuant to Section 7.5, the Executive will be entitled to receive the amount payable under Section 7.5 in a lump sum. In addition to the foregoing, the Company shall promptly (but in no event later than sixty (60) days following the date of termination) pay to Executive any Base Salary due and owing through the date of such termination, less applicable payroll taxes, withholding and deductions, together with any unpaid expense reimbursements owed Executive under Section 6 hereof and any unpaid Annual Bonus amounts under Section 3 for prior years. Executive will not be required to mitigate the amount of compensation payable to Executive hereunder, by seeking to secure other employment or otherwise, and the Change of Control Payment will not be reduced by reason of Executive securing other employment or for any other reason.
(b) For purposes of this Agreement, the term “Change of Control” shall be deemed to have occurred upon the first to occur of the following events:
Change of Control Payment. If the Executive is entitled to a payment pursuant to this Section 2, then the Company shall pay to the Executive as a Change of Control Payment in a lump sum, on the fifth day following the date of termination of the Executive's employment, an amount equal to two times the highest aggregate annual compensation (including salary, bonuses and incentive payments) includible in gross income paid to the Executive during any one of the three taxable years preceding the date of the Executive's termination, such amount to be subject to adjustment pursuant to Subsection 3(c).
Change of Control Payment. In the event of a Change of Control ------------------------- Termination, the following provisions shall apply:
6.2.1 In the event of a Change of Control Termination as defined in Section 6.1.2, without further action by the Board, the Company shall, within fifteen (15) days of such termination, make a lump sum payment to the Executive, equal to 12 month's Base Salary.
6.2.2 In addition to the amounts paid pursuant to Section 6.2.1 the Company shall pay to the Executive an amount equal to one time[s] what the Executive would have received in incentive plan bonus for the year in which termination occurs based on the Company's actual performance during the fiscal year in which the termination occurred and on the assumption that the Executive achieved Executive's "target" personal goals and remained continuously employed for the full fiscal year. The amount provided by this Section 6.2.2 shall be earned and payable on the date that is fifteen (15) days after the date Executive would have been paid an annual incentive bonus had he remained with the Company for the fiscal year in which termination occurs.
6.2.3 Notwithstanding anything in this Agreement to the contrary, in the event any of the payments to the Executive under this Agreement would constitute an excess parachute payment pursuant to Section 280G of the Internal Revenue Code, the amount payable pursuant to Section 6.2.2 shall be reduced by the minimum amount necessary such that none of the compensation payable to Executive as a result of a Change of Control shall constitute an excess parachute payment.
Change of Control Payment. During the Employment Period, if within twenty-four (24) months after a Change of Control, the Executive’s employment is terminated by the Company without Cause or the Executive terminates his or her employment for Good Reason, then the Company shall pay the Executive his or her Accrued Benefits. In addition, subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable, all within sixty (60) days after the Date of Termination:
(i) the Company shall pay the Executive an amount equal to one hundred fifty percent 150%) of the sum of the Executive’s then effective Base Salary and the Executive’s then effective Performance Bonus Target;
(ii) the Company shall pay the Executive any accrued but unpaid Performance Bonus for the prior fiscal year then owed or fully earned by the Executive in accordance with Section 2(c)(ii) above;
(iii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement outstanding as of the Effective Date, (a) the vesting of all stock options and other stock-based awards outstanding and held by the Executive shall immediately accelerate and become fully vested and exercisable as of the Date of Termination, and subject to any permitted action by the Board upon a Change of Control under the Company’s applicable equity plan to terminate the stock options or other stock-based awards upon a Change of Control, any such vested stock option shall be exercisable for not less than one (1) year from the Date of Termination, and (b) to the extent any such stock options and other stock-based awards are not assumed by the Company’s successor in such Change of Control, the vesting of all stock options and other stock-based awards outstanding and held by the Executive as of the Change of Control shall immediately accelerate and become fully vested and exercisable and may be terminated by the Company in connection with the Change of Control.
(iv) the COBRA eligible health care insurance benefits (e.g., health, dental) being provided by the Company to the Executive on the Date of Termination shall continue in place at the same cost to the Executive as applied to “active” participants on the Date of Termination for a period equal to the lesser of (i) the COBRA Benefit Period or (ii) eighteen (18) months. The “COBRA Benefit Period” means the period of time after such termination during which COBRA benefits are available to the Execu...
Change of Control Payment. 5.1. The provisions of this Section 5 set forth certain terms of an agreement reached between the Executive and the Company regarding the Executive’s rights and obligations upon the occurrence of a Change of Control of the Company (as defined below). These provisions are intended to assure and encourage in advance the Executive’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such event. These provisions shall apply in lieu of, and expressly supersede, the provisions of Section 4.2 regarding severance pay and benefits upon a termination of employment, if such termination of employment occurs within eighteen (18) months after the occurrence of the first event constituting a Change of Control. These provisions shall terminate and be of no further force or effect beginning eighteen (18) months after the occurrence of a Change of Control.
Change of Control Payment. Upon a Change of Control, the Company shall pay the Executive the following:
(i) a lump sum amount in cash within 30 days after the Effective Date equal to the (such amount shall be hereinafter referred to as the “Change of Control Payment”) to the product of (X) three (3) multiplied by the sum of (i) (Y) the Annual Base Salary for the fiscal year immediately preceding the Effective Date and (ii) Highest Annual Bonus; and
(ii) notwithstanding any other provisions to the contrary contained herein or in any option agreement, restricted stock agreement or other equity compensation agreement, between the Company and the Executive, or any stock option, restricted stock or other equity compensation plans sponsored by the Company, unless such agreement or plan expressly references and supersedes this Agreement, then all unvested options, restricted stock or stock appreciation rights which Executive then holds to acquire securities from the Company, shall be immediately and automatically exercisable as of the Effective Date, and the Executive shall have the right to exercise any such options or stock appreciation rights for a period of one year after the Date of Termination; provided, however, that this acceleration of vesting shall not apply to the restricted stock units issued to Executive pursuant to the Retention Agreement (as defined below), which shall continue to vest in accordance with the terms therein.
Change of Control Payment. 3.10.1 If a Change of Control occurs during the Term or within six months after Executive’s termination of employment pursuant to Section 4.1.5 or 4.1.6, the Company shall pay Executive, within 60 days following the date of such Change of Control, a cash payment in a lump sum in an amount equal to (x) minus (y) where (x) equals 3.0 times the sum of (a) the most recent annual Base Salary of the Executive; and (b) the amount of the most recent Cash Bonus paid to the Executive pursuant to Section 3.2 of this Agreement (the “Change of Control Payment”) and (y) equals the amount of any Severance Payment actually paid to Executive pursuant to Section 4.2.3, below). If this Agreement has been terminated prior to any Cash Bonus being awarded pursuant to this Agreement or if the most recent Cash Bonus was zero, the “amount of the most recent Cash Bonus paid to the Executive pursuant to Section 3.2 of this Agreement” in the immediately preceding sentence shall be replaced with “an amount equal to the greater of (1) the amount of Executive’s most recent annual cash bonus awarded by the Committee or the Board (whether or not a Cash Bonus hereunder) (“Most Recent Cash Bonus”); and (2) the amount of Executive’s annual cash bonus awarded by the Committee or the Board (whether or not a Cash Bonus hereunder) for the year immediately preceding the Most Recent Cash Bonus (the “Preceding Year Bonus”)”. The Change of Control Payment shall be made less applicable withholding.
