Change of Control Benefits definition

Change of Control Benefits means the Executive's receipt of the Termination Payment or any other payment, benefit or compensation (except for the Additional Amount) which the Executive receives or has the right to receive from the Company or any of its affiliates as a result of a Change of Control Termination.

Change of Control Benefits. The Company shall make a single lump sum severance payment to Executive in an amount equal to Executive’s Base Annual Salary in effect as of the Termination Date, less required tax withholdings and deductions (the “Change of Control Payment”). The Change of 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.

Change of Control Benefits means any payment, benefit or transfer of property in the nature of compensation paid to or for the benefit of Executive under any arrangement which is considered contingent on a Change of Control for purposes of Code Section 280G, including, without limitation, any and all of the Company’s salary, incentive payments, restricted stock, stock option, equity-based compensation or benefit plans, programs or other arrangements, and shall include benefits payable under this Agreement.

Examples of Change of Control Benefits in a sentence

• The Severance Benefits payable under Section 6.4(a) or the Change of Control Benefits payable under Section 6.4(b), if they become applicable under the terms of this Agreement, will be in lieu of any other severance or similar benefits that would otherwise be payable under any other agreement, plan, program or policy of the Company.

• Except to the extent the terms of any applicable benefit plan, policy or program provide otherwise, any benefit programs of the Company that take into account the Employee’s income will exclude any and all Severance Benefits and Change of Control Benefits provided under this Agreement.

• If the Excise Tax on Excess Parachute Payments will be imposed on the Executive under Code section 4999 as a result of the Executive's receipt of the Change of Control Benefits, the Company shall indemnify the Executive and hold him harmless against all claims, losses, damages, penalties, expenses, interest, and Excise Taxes.

• Should such a reduction in Change of Control Benefits be required, Executive shall be entitled, subject to the following sentence, to designate those Change of Control Benefits under this Agreement or the other arrangements that will be reduced or eliminated so as to achieve the specified reduction in Change of Control Benefits to Executive and avoid characterization of such Change of Control Benefits as a parachute payment.

• The Severance Benefits payable under Section 6.4(a) or the Change of Control Benefits payable under Section 6.4(b), if they become applicable under the terms of this Agreement, will be in lieu of any other severance or similar benefits that would otherwise be payable under any other agreement, plan, program or policy of the Employer.

More Definitions of Change of Control Benefits

Change of Control Benefits means: (A) Base Salary continuation for twenty four (24) months following the date of termination at the Executive’s annual Base Salary rate in effect on the date of termination, subject to all applicable federal, state and local withholding and reporting requirements. These salary continuation payments shall be paid in accordance with usual Company payroll practices; (B) A bonus equal to two hundred percent (200%) of the Executive’s Target Bonus in effect on the date of termination, payable in equal installments over the twenty four (24) month period described in Section 6(d)(1)(A) above, subject to the same withholding and reporting requirements. In addition, to the extent not included in the Accrued Amounts, the Executive shall receive a pro rata bonus for the bonus period during which the date of termination occurs calculated at one hundred percent (100%) of the Target Bonus then in effect, multiplied by a fraction the numerator of which is the number of days that the Executive was employed during such bonus term and the denominator of which is 365. Such prorated bonus shall be paid in accordance with the Company’s customary practices for payment of executive bonuses but with no additional performance requirements or contingencies; (C) Acceleration in full of the vesting of all restricted stock awards and option awards; and (D) Continuation of life, group health and dental insurance benefits substantially similar to those which the Executive (and, if applicable, his family) was receiving immediately prior to the Qualifying Termination until the earlier of: (i) the end of the twenty four (24) month period following the Executive’s termination of employment, or (ii) the date on which the Executive becomes eligible to receive substantially similar benefits under any plan or program of any other employer. The continuing coverage provided under this Section 6(d)(1)(D) is subject to the availability of such continuation under the terms of the applicable plan documents and all provisions of applicable law. If the Executive is not eligible for such continued coverage under one of the Company-provided benefit plans noted in this paragraph (D) that he was participating in during his employment, the Company shall pay the Executive the cash equivalent of the cost of replacement insurance for the duration of the applicable period which payments shall be made pro-rata in accordance with the Company’s customary payroll practices.

Change of Control Benefits means the Termination Payment and all other payments, benefits or compensation (except for the Additional Amount) which the Employee receives or has the right to receive from the Company or any of its affiliates solely as a result of Employee’s Change of Control Termination.

Change of Control Benefits means the enhanced severance pay and other benefits described in Section 5 of the Plan.

Change of Control Benefits means the benefits provided under Section 4 of the Plan to a Covered Executive on account of a Change of Control.

Change of Control Benefits means (i) a lump sum cash payment equal to the sum of: (a)

Change of Control Benefits means all amounts payable to any officers, employees or directors of Company or any of its Subsidiaries as a result of the Merger and the other transactions contemplated hereby and/or any subsequent employment termination pursuant to (i) Company’s Deferred Directors Fee Plan, as amended; (ii) Company’s Retirement Benefits Equalization Plan, as amended; and (iii) any employment Contracts providing for “change of control” payments.

Change of Control Benefits shall have the meaning ascribed thereto in shall have the meaning ascribed thereto in Section 3.28(i) hereto.