Change of Control Severance Plan. Severance Compensation
Change of Control Severance Plan. Upon the occurrence, during a Protective Period, of (a) Executive's voluntary termination of employment for Good Reason or (b) an Involuntary Termination of Employment of Executive, Executive shall be entitled to receive the following compensation and benefits, subject to Executive's compliance with Sections 6 and 7:
Change of Control Severance Plan. You will continue to be eligible to -------------------------------- participate in the Amgen Inc. Change of Control Severance Plan (the "CIC Plan"). However, on the Effective Date you will cease to be a Group I Participant and will become a Group II Participant in the CIC Plan by virtue of your ceasing to be a member of Amgen's Operating Committee. Notwithstanding the foregoing, in the event that the aggregate benefits provided for in this Agreement are greater than those provided in the CIC Plan upon a termination of employment for which you would be eligible to receive benefits under the terms and conditions of the CIC Plan, this Agreement, rather than the CIC Plan shall govern and control your rights upon a termination of employment; provided, that, in such event, and if applicable, you shall also receive the 280G tax gross-up benefit provided in Section 4.1(G) of the CIC Plan.
Change of Control Severance Plan. As of the Effective Date, Executive shall be a “Participant” in the Company’s Change of Control Severance Plan, as in effect from time to time (the “Severance Plan”), a copy of which is attached hereto as Appendix A. Executive acknowledges that Executive is familiar with the terms and conditions of the Severance Plan, Executive agrees that Executive shall participate in the Severance Plan pursuant to the terms and provisions thereof, and this Agreement does not confer upon Executive any additional rights under the Severance Plan. For purposes of clarification, if this Agreement is terminated or expires (i) prior to a “Protected Period” (as defined in the Severance Plan) regardless of whether Executive remains employed by the Company and its Affiliates, then Executive shall cease to be a “Participant” within the meaning of the Severance Plan or (ii) during a Protected Period, then Executive shall remain a “Participant” within the meaning of the Severance Plan.
Change of Control Severance Plan. In the event that during the Protective Period either (a) Executive voluntarily terminates employment for Good Reason or (b) the Company terminates Executive’s employment other than for Cause, the Executive shall receive the following compensation and benefits from the Company:
A. The Company shall pay to Executive when otherwise due Termination Base Salary through the Date of Termination.
B. Effective as of the Date of Termination, the Company shall pay to Executive an amount equal to [two]8 [two and a half]9 times the sum of Executive’s Termination Base Salary plus Bonus, payable in a lump sum within thirty days following such Date of Termination.
C. Effective as of the Date of Termination and in consideration of service through the Date of Termination, the Company shall pay to Executive a bonus for the year in which the Date of Termination occurred in an amount determined in good faith by the Company’s Board of Directors in accordance with the performance criteria established under the Company’s incentive plan and the Company’s performance relative to such criteria for such year though the Date of Termination, which amount, however, shall not be less than Target EV and shall be pro-rated through and including the Date of Termination (on the basis of a 365 day year), payable in a lump sum within thirty days following such Date of Termination.
D. Effective as of the Date of Termination, the Company shall pay to executive an amount equal to [two]10 [two and a half]11 times the amount the Company would be required to contribute on Executive’s behalf under all qualified pension, nonqualified pension, profit sharing, 401(k), deferred compensation and supplemental plans based on Executive’s Termination Base Salary and the applicable maximum Company contribution percentages in effect as of the Date of Termination, payable in a lump sum within thirty days following such Date of Termination.
E. Effective as of the Date of Termination, Executive shall become and be fully vested in Executive’s accrued benefits under all qualified pension, nonqualified pension, profit sharing, 401(k), deferred compensation and supplemental plans maintained by the Company for Executive’s benefit, except to that the extent the acceleration of vesting of such benefits would violate any applicable law or require the Company to accelerate the vesting of the accrued benefits of all participants in such plan or plans, in which case the Company shall pay Executive 8 For Messrs. Flato, Boyd,...
Change of Control Severance Plan. Employee shall be entitled to participate in the change of control severance plan adopted by the Company’s Compensation Committee for executives generally; provided, however, that if this Agreement would provide Employee greater benefits than any such change of control severance plan in the event of Employee’s Termination Without Cause, then Employee shall be provided with the benefits of this Agreement.
Change of Control Severance Plan. In the event that Executive has either a Voluntary Termination for Good Reason or an Involuntary Termination within two (2) years following a Change of Control, the Executive shall receive the following compensation and benefits from the Company provided under this Section 5, and such compensation and benefits shall be in lieu of the compensation and benefits under Section 4. The payments made under Sections 5(B), (C), and (D) shall be paid in a cash lump sum on such date determined by the Company within the ten (10) day period commencing on the 60th day after the date of the Executive’s Separation from Service; provided, however, that if Executive is a Specified Employee on the date of Executive’s Separation from Service, any payments made under Sections 5(B), (C), and (D) shall be paid as provided in Section 15(C) hereof.
A. The Company shall pay to Executive when otherwise due Termination Base Salary through the Date of Termination.
B. The Company shall pay to Executive an amount equal to two and a half times the sum of Executive’s Termination Base Salary plus Termination Bonus.
C. In consideration of service through the Date of Termination, the Company shall pay to Executive an amount equal to 75% of the Termination Base Salary, multiplied by a fraction, the numerator of which equals the number of days from the beginning of the calendar year through and including the Date of Termination, and the denominator of which equals 365.
D. The Company shall pay to executive an amount equal to two and a half times the amount the Company would be required to contribute on Executive’s behalf under all qualified pension, nonqualified pension, profit sharing, 401(k), deferred compensation and supplemental plans based on Executive’s Termination Base Salary and the applicable maximum Company contribution percentages in effect as of the Date of Termination (which maximum Company contribution currently would be four percent (4%) of Executive’s Termination Base Salary); provided, that such payment is determined and made in a manner that complies with Treasury Regulation Section 1.409A-3(i).
E. Effective as of the Date of Termination, Executive shall become and be fully vested in Executive’s accrued benefits under all qualified pension, nonqualified pension, profit sharing, 401(k), deferred compensation and supplemental plans maintained by the Company for Executive’s benefit, to that the extent the acceleration of vesting of such benefits would not violate any applicable ...
Change of Control Severance Plan. Section I. Purpose
Change of Control Severance Plan. In the event that within the “Protective Period” (24 months following the effective date of a Change of Control) either (a) Executive voluntarily terminates employment for Good Reason or (b) Varco terminates Executive’s employment other than for Cause, the Executive shall receive the following compensation and benefits from Varco:
X. Xxxxx shall pay to Executive when otherwise due Executive’s Termination Base Salary through the Date of Termination.
B. Effective as of the Date of Termination, Varco shall pay to Executive an amount equal to three (3) times Termination Base Salary, payable in a lump-sum within thirty days following such Date of Termination.
C. Effective as of the Date of Termination, Varco shall pay to Executive an amount equal to three (3) times Executive’s Target EV, payable in a lump sum within thirty days following such Date of Termination.
D. Effective as of the Date of Termination and in consideration of service through the Date of Termination, the performance awards for all incentive plans shall vest and be paid as provided in this paragraph D. Payout under the “Annual Management Incentive Program” (or a similar or successor plan) for the year in which the Date of Termination occurs, will be pro-rated through and including the Date of Termination (on the basis of a 365 day year) and will be based on the higher of (a) the Executive’s Target EV opportunity; or (b) the actual annual financial plan results. For all other incentive plans, a full year is deemed to be completed for the year in which the Date of Termination occurs. Payout shall be prorated based on the number of deemed completed years in the performance periods. Payment will be made on the normal distribution date for such bonuses or performance awards for all other participants.
E. Effective as of the Date of Termination, Varco shall pay to executive an amount equal to three (3) times the amount the Company would be required to contribute on Executive’s behalf to the 401(k) plan, deferred compensation plan and any similar plan, based on Executive’s Termination Base Salary and the applicable maximum Company contribution percentages in effect as of the Date of Termination, payable in a lump sum within thirty days following such Date of Termination.
F. All restricted shares, restricted stock units, performance shares and performance units (including those under any stock match program) of Executive shall be and become 100% vested and all restrictions thereon shall lapse as of th...
Change of Control Severance Plan. Due to your new grade level, you --------------------------------- will not be eligible to participate in the Amgen Inc. Change of Control Severance Plan on or after the Effective Date.
