Change in Control Severance Payment definition

Change in Control Severance Payment means the Severance Payment and Benefit Continuation Payment.
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Change in Control Severance Payment means an amount equal to: (a) 2.5 if the Participant is the Chief Executive Officer of the Company, or 2.0 if the Participant is not the Chief Executive Officer of the Company; multiplied by (b) the sum of: (i) the Participant’s Base Salary; plus (ii) the Participant’s Average Cash Bonus.
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Change in Control Severance Payment shall have the meaning set forth in Section 3.01(a).
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Examples of Change in Control Severance Payment in a sentence

  • Assuming timely delivery of the release by the Company, if the release is pursuant to and in accordance with this Section 4.6, and Executive fails to execute such release on or prior to the Release Expiration Date, Executive will not be entitled to Severance Payments or the Change in Control Severance Payment.

  • If Employee does not execute and deliver the Release, Employee shall only be entitled to receive a Change in Control Severance Payment in an amount equal to one (1) month’s compensation.

  • Except as otherwise provided in Section 4, the Change in Control Severance Payment will be paid in one lump sum within five business days following the date on which the Release Agreement required pursuant to Section 8 becomes irrevocable.

  • The escrow agreement shall provide that, to the extent that Employee for any reason must report and pay federal, state, or local income tax or employment or excise tax on the Change in Control Severance Payment or the Gross-up Payment, the escrow agent shall distribute to the Employee the amount necessary to pay all federal, state and local income tax, employment tax and any excise tax as it becomes due.

  • The Change in Control Severance Payment shall be reduced by the full amount of any payments to which you may be entitled due to your termination pursuant to any other Company severance policy, any agreement between you and the Company providing for severance, or applicable law.

  • In the event that Executive shall become entitled to a Change in Control Severance Payment as provided herein, the Company shall cause its independent auditors promptly to review, at the Company's sole expense, the applicability to those payments of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the "Code").

  • Upon a Change in Control, the Company or its successor shall (i) provide prompt written notice to Employee of the occurrence of the Change in Control, and (ii) deliver to an independent corporate trustee in an escrow account, upon terms reasonably satisfactory to Employee, an amount equal to the Employee’s Change in Control Severance Payment and the Gross-up Payment to which he is entitled in accordance with this Section 12.

  • If the auditors determine that any payment of the Change in Control Severance Payment would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax, then such payment owed to Executive shall be reduced by an amount calculated to provide to Executive the maximum Change in Control Severance Payment which will not trigger application of Sections 280G and 4999 of the Code.

  • Subject to applicable law, any Change in Control Severance Payment shall be paid in accordance with the terms of the Release or, if Employee does not execute and deliver the Release, within ten (10) business days after the expiration of the Release Execution Period.

  • One-half (1/2) of the Change in Control Severance Payment shall be paid to Executive in twelve (12) equal monthly installments, with the first such payment due on the last day of the first full calendar month following the date of termination.

Related to Change in Control Severance Payment

  • Change in Control Severance Benefits means the benefits payable pursuant to Section 3 of this Agreement.

  • Severance Payment means any amount paid by a board to or in behalf of a superintendent on early termination of the superinten- dent’s contract that exceeds the amount earned by the superinten- dent under the contract as of the date of termination, including any amount that exceeds the amount of earned standard salary and benefits that is paid as a condition of early termination of the con- tract. Payments to a former superintendent who remains employed by a district in another capacity or contracts with a district to pro- vide the district services may be severance payments in whole or in part if the payments are compensation for the early termination of a prior employment agreement. Severance payments include any payment for actual or threatened litigation involving or related to the employment contract. Education Code 11.201(c); 19 TAC 105.1021(a)(1)

  • Change in Control Benefits means the following benefits:

  • Severance Payments shall have the meaning set forth in Section 6.1 hereof.

  • Change in Control Benefit means the benefit set forth in Section 4.1 below.

  • Severance Pay means any amount that is payable in cash and is identified by a Participating Company as severance pay, or any amount which is payable on account of periods beginning after the last date on which an employee (or former employee) is required to report for work for a Participating Company.

  • Severance Amount means (A) for any Termination other than during a Covered Period, an amount equal to one hundred percent (100%) of Executive’s then-current Annual Base Salary as of the respective Termination; or (B) for a Termination during a Covered Period, an amount equal to two hundred percent (200%) of Executive’s Base Compensation as of the respective Termination.

  • CIC Severance Plan means the Company’s Change in Control Severance Plan, as may be amended from time to time, or any successor plan, program or arrangement thereto.

  • Severance Benefits means the payment of severance compensation as provided in Section 3.3 herein.

  • 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.

  • Severance Benefit means the payment of severance compensation as provided in Article III.

  • 409A Change in Control means a "Change in Control" which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of § 409A.

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

  • Change in Control Period means the period beginning three (3) months prior to a Change in Control and ending twelve (12) months following a Change in Control.

  • Change in Control Termination means an “Involuntary Termination Without Cause” or “Resignation for Good Reason,” either of which occurs on, or within three (3) months prior to, or within twelve (12) months following, the effective date of a Change in Control, provided that any such termination is a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). Death and disability shall not be deemed Change in Control Terminations.

  • Change in Control Payments means any payments made or to be made by the Company to the Company Key Employees or any other Person pursuant to that certain Data Management & Research, Inc. Change in Control Plan dated as of August 1, 2000 or otherwise as a result of the consummation of the transactions contemplated by this Agreement, including any Taxes paid or payable by the Company as a result of such payments.

  • Nonqualifying Termination means a termination of the Executive’s employment (1) by the Company for Cause, (2) by the Executive for any reason other than a Good Reason, (3) as a result of the Executive’s death or (4) by the Company due to the Executive’s absence from his duties with the Company on a full-time basis for at least 180 consecutive days as a result of the Executive’s incapacity due to physical or mental illness.

  • Termination Benefits means the benefits described in Section 4.1(b).

  • Retention Bonus means an incentive bonus provided under

  • Change in Control Date means the date on which a Change in Control occurs.

  • Separation Payment means any lump sum cash payment in excess of Earned Salary and Accrued Obligations payable to Employee under this Agreement.

  • Change in Control Price means the highest price per share of Stock offered in conjunction with any transaction resulting in a Change in Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash) or, in the case of a Change in Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of the Stock on any of the 30 trading days immediately preceding the date on which a Change in Control occurs.

  • Severance Compensation means the compensation set forth in (i), (ii), and (iv) above.

  • Compensation Accrued at Termination means the following:

  • A "CHANGE IN CONTROL means an Ownership Change Event or a series of related Ownership Change Events (collectively, the "TRANSACTION") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the "TRANSFEREE CORPORATION(S)"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

  • Change in Control Event means any of the following: