Change in Control Benefits definition

Change in Control Benefits means the following benefits:

Change in Control Benefits means (i) a lump sum cash payment equal to the sum of: (A) 2.99 times Executive’s annual base salary at the rate in effect under paragraph 3.1 on the date of termination of Executive’s employment (or, if higher, Executive’s annual base salary in effect immediately prior to the Change in Control), (B) 2.99 times the higher of (1) Executive’s highest annual bonus paid during the three most recent fiscal years or (2) Executive’s Target Bonus (as provided in Company’s annual cash incentive plan) for the fiscal year in which Executive’s date of termination occurs, and (C) any bonus that Executive has earned and accrued as of the date of termination of Executive’s employment which relates to periods that have ended on or before such date and which have not yet been paid to Executive by Company; (ii) all of the outstanding stock options, restricted stock awards and other equity based awards granted by Company to Executive shall become fully vested and immediately exercisable in full on the date of termination of Executive’s employment; and (iii) Health Coverage.

Change in Control Benefits as follows, subject to Section 7 hereof: (i) Payment of an amount equal to 200% (i.e., 24 months) of Executive’s base salary, at the highest annualized rate in effect during the period between the date immediately prior to the effective date of a Change in Control and the Termination Date, payable in accordance with Section 5.a(v) below; (ii) Payment of an amount equal to 200% of the highest amount of Executive’s Incentive Pay Eligibility with respect to the period beginning in the year prior to that in which the Change in Control occurs and ending in the year in which Executive’s employment is terminated, payable in accordance with Section 5.a.(v) below; and (iii) In the event Executive elects after the Termination Date to continue health, vision, and/or dental coverage pursuant to COBRA, the Company will pay, on a monthly basis, the portion of the Executive’s monthly premium payments that the Company pays for active employees for each such coverage elected by Executive for Executive and his or her eligible dependents, until the earliest of the following dates to occur with respect to each such elected coverage: (A) the second anniversary of the Termination Date; (B) the date upon which Executive becomes covered under a comparable group plan for such applicable coverage; or (C) the date upon which Executive ceases to be eligible for COBRA continuation for such applicable coverage. (iv) Any and all unvested stock, stock options, awards and/or rights that were granted to Executive under any of the Stock Plans prior to the Termination Date shall immediately become fully vested and exercisable as of the Termination Date or, if Executive’s employment was terminated within the 45-day period prior to the Announcement Date, as of the Announcement Date (whichever may apply, the “Vesting Date”). Notwithstanding any contrary provision of any agreement relating to then outstanding stock, stock options, awards, and/or rights granted to Executive under any of the Stock Plans after the Execution Date, all such stock, stock options, awards and/or rights granted after the Execution Date may be exercised by Executive (or Executive’s heirs, estate, legatees, executors, administrators, and legal representatives) at any time during the period ending on the earlier of (A) the later of (i) three (3) months after the Vesting Date and (ii) if Executive dies within the three-month period after the Vesting Date, the first anniversary of the date of Executive’s death, and (B) the sc...

Examples of Change in Control Benefits in a sentence

• If Executive and Executive’s dependents continue coverage pursuant to COBRA following the conclusion of the Change in Control Benefits Period, Executive will be responsible for the entire payment of such premiums required under COBRA for the duration of the COBRA period.

• If this Article IV is not amended or renewed by the Compensation Committee of the Company’s Board prior to the Expiration Date, this Article IV (including Executive’s right to receive the Severance Benefits and Change in Control Benefits contained herein), shall terminate automatically on such Expiration Date; provided, however, that if this Article IV terminates pursuant to this Section 4.1, the remainder of this Agreement will remain in full force and effect.

• It is possible that after the determinations and selections made pursuant to the preceding paragraph that the Executive will receive Change in Control Benefits that are, in the aggregate, either more or less than the amounts contemplated by the preceding paragraph (hereafter referred to as an “Excess Payment” or “Underpayment,” respectively).

• Notwithstanding the foregoing, the Payments shall not be reduced if it is determined that without such reduction, the Change in Control Benefits received by Executive on a net after-tax basis (including without limitation, any excise taxes payable under Code Section 4999) is greater than the Change in Control Benefits that Executive would receive, on a net after-tax benefit, if Executive is paid the Reduced Amount under the Agreement.

• The provisions of section 3.1 are illustrated by the following example: Assume that the Termination Payment and all other Change in Control Benefits result in a total federal, state and local income tax and hospital insurance tax liability of $180,000; and an excise tax liability under Code section 4999 of $70,000.

More Definitions of Change in Control Benefits

Change in Control Benefits means all of the following: (i) Continued coverage under Company's medical, dental, and group life insurance plans (or, as the case may be, those plans of the Affiliate at whose offices Executive spends a majority of his working time) shall be provided for Executive and those of Executive's dependents (including Executive's spouse) who were covered under such plans on the day prior to Executive's termination of employment with Company for thirty-six months from the date of such termination at no cost to Executive or Executive's dependents; provided, however, that (1) such coverage shall be subject to all of the terms and conditions of such plans, including, without limitation, the eligibility provisions, (2) such coverage shall terminate if and to the extent Executive or Executive's dependents become covered by the medical, dental, and life insurance plans of a subsequent employer (and any such coverage shall be promptly reported to Company by Executive), (3) if Executive (and/or Executive's spouse) would have been entitled to retiree medical, dental, and/or life insurance coverage under Company's plans (or such Affiliate's plans, as the case may be) had Executive voluntarily retired on the date of such termination, then such coverages shall be continued as provided under such plans, and (4) in the event that continued participation in any such Company plan (or such Affiliate's plans, as the case may be) is not permitted by the terms of such plan, Company shall use its best efforts to arrange, upon comparable terms, benefits substantially equivalent to those that were provided under such Company plan (or such Affiliate's plan, as the case may be). (ii) Company shall pay to Executive, within thirty days of Executive's termination of employment, a lump sum cash payment in an amount equal to the nonvested employer contributions allocated to Executive's account under the Company 401(k) plan that are forfeited as a result of Executive's termination of employment. (iii) All of the outstanding stock options granted by Company to Executive shall become fully vested and immediately exercisable in full upon Executive's termination of employment and for a period of three months thereafter or for such greater period as may be provided in the plan or plans pursuant to which such stock options were granted (but in no event shall any such stock option be exercisable after the original term of such stock option). (iv) Company shall provide Executive with outplacement serv...

Change in Control Benefits means the benefits set forth in Section 5.4.

Change in Control Benefits is defined in Section 4 of this Agreement.

Change in Control Benefits. (i) a lump sum cash severance payment equal to twelve (12) months of Executive’s then current annual base salary, less applicable withholdings and deductions; (ii) a lump sum cash severance payment equal to one (1) times Executive’s annual target bonus potential, less applicable withholdings and deductions; (iii) if Executive timely elects continued

Change in Control Benefits means the payments described in Section 4.01(b) and Section 4.01(c)(ii).

Change in Control Benefits means the payment of severance compensation and benefits as provided in Section 3.4.

Change in Control Benefits means the payment of severance compensation and benefits as provided in Section 2(b) of this Article IV.