SERP Benefits. If (i) you are an employee on the date which is 90 days following the Change in Control or (ii) your employment terminates prior to such date due to a Qualified Termination (as defined below), you shall be deemed fully vested under the Company's Supplemental Executive Retirement Plan, effective as of November 1, 1996 (the "Covered Top-Hat Plan"). The benefit to which you shall be entitled under any Covered Top-Hat Plan shall be determined using: (a) the maximum credited service allowed to be taken into account under the Covered Top-Hat Plan's benefit formula; and (b) your base salary and bonus taken into account under Section 3 hereof as your final average compensation.
Appears in 8 contracts
Samples: Merger Agreement (Vnu N V), Merger Agreement (Vnu N V), Merger Agreement (Vnu N V)