Change in Control Payment shall have the meaning stated in Section 6.4 hereof.
Change in Control Payment means a lump sum payment in an amount equal to the sum of (i) 300% of Executive's annual base salary as in effect pursuant to Section 2.1 immediately prior to Executive's termination of employment with Company and (ii) three times 45% of the maximum annual incentive bonus amount pursuant to Section 2.2 that Executive could have earned for the year during which Executive's employment with Company terminates.
Change in Control Payment shall be equal to two times the sum of (i) Executive’s then current annualized base salary; and (ii) the higher of (x) Executive’s Target Bonus in effect on the last day of the Fiscal Year that ended immediately prior to the year in which the Termination Date occurs, or (y) the average of the cash bonuses paid by the Company to Executive for the three Fiscal Years preceding the Termination Date.
Examples of Change in Control Payment in a sentence
The Change in Control Payment shall be paid within 10 days following the effectiveness of the Release; provided, however, that if necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees,” to the extent applicable, such payment shall be delayed until the first business day of the seventh month following the Executive’s termination of employment and “separation from service” (within the meaning of Section 409A of the Code).
The Change in Control Payment will be paid within sixty (60) days after the Termination Date, but in no event later than March 15 of the year following the year of termination.
The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of the Total Change in Control Payments without causing any Change in Control Payment to be subject to the Excise Tax, determined in accordance with Section 280G(d)(4) of the Code.
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If the Participant is entitled to a benefit pursuant to Section 5(b), distributions shall be made in accordance with Section 5(e) on the Change in Control Payment Date.
More Definitions of Change in Control Payment
Change in Control Payment means an amount equal to the sum of (i) two and one-half times the sum of (A) Executive’s annual base salary as in effect pursuant to Section 2.1 immediately prior to Executive’s termination of employment with Company and (B) the target annual incentive bonus amount that Executive could have earned for the year during which Executive’s employment with Company terminates, plus (ii) the target annual incentive bonus amount that Executive could have earned for the year during which Executive’s employment with Company terminates, multiplied by a fraction, the numerator of which is the number of days that have elapsed from the beginning of such year through the date of termination and the denominator of which is the total number of days in such year (the “Pro-Rata Bonus”).
Change in Control Payment means any payment or distribution by the Corporation in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of Executive that is contingent on a Change in Control, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise.
Change in Control Payment means an amount equal to two (2) times the full annual base salary in effect for the year of termination plus two (2) times the full year's bonus opportunity in effect for the year of termination.
Change in Control Payment means any transaction, retention, change in control or similar bonuses, severance payments and other employee-related change of control payments payable by the Company or its Subsidiaries as of or after the Closing Date (including the employer portion of any withholding, payroll, employment or similar Taxes, if any, associated therewith to the extent such amounts are accrued (or required to be accrued) as of the Closing Date) solely as a result of the consummation of the transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary, a severance payment for an employee of the Company or its Subsidiaries (including the employer portion of any withholding, payroll, employment or similar Taxes associated therewith) that is triggered by the occurrence of (i) the transactions contemplated by this Agreement, followed by (ii) a subsequent termination at or after the Closing Date of such employee’s employment with the Company or any of its Subsidiaries shall not be deemed a Change in Control Payment, unless such employee has the right to resign and collect severance solely as a result of the transactions contemplated by this Agreement without any additional act or omission by Parent or any of its Affiliates.
Change in Control Payment has the meaning assigned in Section 3 of this Agreement.
Change in Control Payment means the sum of the following amounts:
(i) all accrued salary not yet paid by the Company to the Executive (including, without limitation, any deferred salary other than deferrals under any 401(k) plan or other qualified retirement plan);
(ii) all deferred bonuses earned by the Executive but not yet paid by the Company, regardless of whether such deferred bonuses (or any portion thereof) would otherwise be payable on the Change in Control Date (including, without limitation, if the Change in Control Date occurs after the end of a fiscal year but prior to the date that bonuses are paid with respect to such fiscal year, all bonus payments relating to such prior fiscal year), but not including any amounts deferred under any 401(k) plan or other qualified retirement plan;
(iii) a pro-rata bonus (if any) for the fiscal year in which the Change in Control Date occurs equal to the product of (A) the fraction resulting from dividing the number of months that have elapsed in the current fiscal year (rounding up to the nearest full month) by twelve (12) and (B) the greater of (1) the full bonus that would have been earned (without giving effect to any portion that would otherwise have been deferred) by the Executive for such entire fiscal year calculated by utilizing the annualized operating results of the Company from the beginning of such fiscal year through the last day of the month preceding the Change in Control Date, and (2) the average of the bonuses earned (without giving effect to any portion that was or would have been deferred) by the Executive in the two (2) fiscal years prior to the fiscal year in which the Change in Control Date occurs (the greater of (B)(1) and (B)(2) hereinafter referred to as the “Change in Control Bonus Amount”);
(iv) the product of three (3) multiplied by the highest salary (on an annualized basis) paid by the Company to the Executive during the twenty-four (24) month period immediately preceding the Change in Control Date; and
(v) the product of three (3) multiplied by the Change in Control Bonus Amount.
Change in Control Payment means, with respect to each CVR that is Outstanding as of the Change in Control Payment Record Date, an amount equal to (a) thirty million dollars ($30,000,000) divided by (b) the Initial Settlement CVR Amount; provided that the Company shall not make the Change in Control Payment with respect to any Outstanding CVR unless, after giving effect to all Change in Control Payments, the Senior Obligations and any other debt for borrowed money of the Company and its Subsidiaries (and accrued interest in respect thereof) shall have been satisfied in full in cash.