Change of Control Separation Benefits definition

Change of Control Separation Benefits. (i) a lump sum payment equal to twelve (12) months of the Executive’s then-current Base Salary; (ii) the full target Annual Performance Bonus for the year in which such termination occurs, less any installments paid in advance (items (i) and (ii) being the “Change of Control Separation Pay”); (iii) immediate vesting in full of all Equity Awards with time based vesting; and (iv) if the Executive properly and timely elects to continue his health insurance benefits under COBRA or applicable state continuation coverage after the termination date, reimbursement for the portion of Executive’s health continuation coverage premiums that the Company would have paid had the Executive remained employed by the Company until the earlier of (A) the twelve (12) months following the month in which the Executive’s termination date occurs, or (B) the maximum period permitted by applicable law, provided that the Company’s obligation to pay a portion of the Executive’s health continuation coverage premiums will terminate if Executive becomes eligible for health insurance benefits from another employer during the reimbursement period. Subject to the Release being effective, the Change of Control Separation Pay will be paid within sixty (60) days after the termination date; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period.
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Change of Control Separation Benefits. (i) a lump sum payment equal to eighteen (18) months of the Executive’s then-current Base Salary (less applicable taxes and withholdings); (ii) the full Annual Milestone Bonus (items (i) and (ii) being the “Change of Control Separation Pay”); (iii) immediate vesting in full of all Equity Awards; (iv) extension of the exercise period for all Stock Options to the end of their term; and (v) if the Executive properly and timely elects to continue his health insurance benefits under COBRA or applicable state continuation coverage after the date of termination, reimbursement for the Executive’s applicable health continuation coverage premiums for the lesser of (A) the eighteen (18) month period following the month in which the Executive’s termination date occurs, or (B) the maximum period permitted by applicable law, provided that the Company’s obligation to pay a portion of the Executive’s health continuation coverage premiums will terminate if he becomes eligible for insurance benefits from another employer during the reimbursement period. The Change of Control Separation Pay will be paid within sixty (60) days after the termination date.
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Change of Control Separation Benefits. (i) a lump sum payment equal to eighteen (18) months of the Executive’s then-current Base Salary; (ii) the full target Annual Performance Bonus for the year in which such termination occurs multiplied by 1.5, less any installments paid in advance (items (i) and (ii) being the “Change of Control Separation Pay”); (iii) immediate vesting in full of all Equity Awards (including Equity Awards that vested based on performance but only to the extent accelerated vesting is provided in the such Equity Awards); provided, however, that (A) in the event that a termination without Cause or termination for Good Reason or termination due to death or Disability occurs during the one (1) month immediately preceding a Change of Control (i.e., the first month of a COC Period), any Equity Awards outstanding as of the Executive’s termination shall not accelerate in connection with such termination but instead will remain outstanding and eligible to vest pursuant to this provision immediately prior to the consummation of such Change of Control (assuming the timely execution and non-revocation of the Release) and (B) in the event that termination without Cause or a termination for Good Reason or termination due to death or Disability occurs prior to a Change of Control and such Change of Control is not consummated on or prior to the one (1) month anniversary of such termination, no vesting shall occur pursuant to this Section 9(b) and any Equity Awards outstanding as of the Executive’s termination shall vest, if at all, and terminate in accordance with, and to the extent provided in, Section 9(c) of this Agreement; (iv) extension of the exercise period for all vested stock options held by the Executive as of the termination date until the earlier of the first anniversary of the employment termination date and the termination date of the vested stock options; and (v) if the Executive properly and timely elects to continue his health insurance benefits under COBRA or applicable state continuation coverage after the termination date, reimbursement for the portion of Executive’s health continuation coverage premiums that the Company would have paid had the Executive remained employed by the Company until the earlier of (A) the eighteen (18) months following the month in which the Executive’s termination date occurs, or (B) the maximum period permitted by applicable law, provided that the Company’s obligation to pay a portion of the Executive’s health continuation coverage premiums ...
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Examples of Change of Control Separation Benefits in a sentence

  • The Executive understands that if the Executive is eligible to receive the Base Separation Benefits, such Base Separation Benefits shall be in lieu of and not in addition to the Change of Control Separation Benefits described in Section 8(b) of this Agreement.

  • As a condition of participation in this Plan B, all Change of Control Participants agree (and, at the request of the Company, shall enter into a separate written agreement) to abide by the provisions of this Section 5.2 in the event of a termination of employment entitling such Change of Control Participant to Change of Control Separation Benefits.

  • During the one-year period immediately following any termination of employment which entitles a Change of Control Participant to Change of Control Separation Benefits hereunder, such Change of Control Participant shall not enter into Competition with the Company.

  • The Company may require that a Change of Control Participant affirm the requirements of this Article V in connection with receipt of Change of Control Separation Benefits hereunder, provided that in no event shall an asserted violation of the provisions of this Article V constitute a basis for deferring or withholding any amounts otherwise payable to a Change of Control Participant under this Plan B.

  • In the event of a termination entitling a Change of Control Participant to Change of Control Separation Benefits hereunder, the Company shall be obligated to immediately contribute such amounts to such trust as may be necessary to fully fund all benefits that may become due to such Change of Control Participant under this Article IV (except under Section 4.3(a)(ii) of this Plan B).

  • Upon a Change of Control, subject to Section 4.4(a) of this Plan B, the obligations of the Company to pay or provide the Change of Control Separation Benefits described in Section 4.3 of this Plan B shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company and its Affiliates may have against any Change of Control Participant.

  • A Change of Control Participant shall cease to be a Change of Control Participant in this Plan B if (a) such Change of Control Participant is removed from Appendix A of this Plan B as permitted by Section 3.1 of this Plan B or (b) such Change of Control Participant ceases to be employed by the Company and its Affiliates under circumstances not entitling such Change of Control Participant to Change of Control Separation Benefits.

  • This was due to proceeds from sales of property, plant and equipment of ¥3.1 billion yen, proceeds from sales and redemption of investment securities of ¥10.1 billion yen, and despite expenditures for purchases of property, plant and equipment of ¥1.6 billion yen.Cash Flows from Financing ActivitiesNet cash used in financing activities was ¥10.2 billion (compared to net cash provided by investing activities of ¥13.8 billion during the previous fiscal year).

  • Notwithstanding the foregoing, a Participant who is entitled, as a result of ceasing to hold a position that qualifies him as a Tier I Employee or Tier II Employee, to payment of Separation Benefits, Change of Control Separation Benefits or any other amounts due under the Plan shall remain a Participant until all such Separation Benefits, Change of Control Separation Benefits or other amounts have been paid to the Participant.

  • Furthermore, no Person with a claim for Separation Benefits or Change of Control Separation Benefits hereunder will have any claim against, right to, security or other interest in, any fund, account, or assets of the Company or any Affiliate.


More Definitions of Change of Control Separation Benefits

Change of Control Separation Benefits. (i) a lump sum payment equal to eighteen (18) months of Executive’s then-current Base Salary (less applicable taxes and withholdings); (ii) the full Annual Milestone Bonus (items (i) and (ii) being the “Change of Control Separation Pay”); (iii) immediate vesting in full of all Equity Awards; (iv) extension of the exercise period for all Stock Options to the end of their term; and (v) provided that Executive properly and timely elects to continue his health insurance benefits under COBRA after the date of termination, reimbursement for Executive’s applicable COBRA premiums for a period of eighteen (18) months or until Executive becomes eligible for insurance benefits from another employer, whichever is earlier. The Change of Control Separation Pay will be paid within sixty (60) days after the termination date.
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Change of Control Separation Benefits. (i) a lump sum payment equal to the Base Salary due for the remainder of the then-current Term; (ii) the full Annual Bonus for the year in which the termination occurred (items (i) and (ii) being the “Change of Control Separation Pay”); and (iii) provided that Executive properly and timely elects to continue his health insurance benefits under COBRA or applicable state continuation coverage law after the date of termination, reimbursement for Executive’s applicable health continuation coverage premiums for the remaining period of the then-current Term or until Executive becomes eligible for insurance benefits from another employer, whichever is earlier (the “Change of Control COBRA Reimbursement”). The Change of Control Separation Pay will be paid on the Company’s first regular payday occurring 60 days after the termination date. The Change of Control COBRA Reimbursement shall continue for the specified period provided that the Company has the right to discontinue the reimbursement payment and pay to the Executive a lump sum amount equal to the current COBRA premium times the number of months remaining in the specified period if the Company determines that continued payment of the COBRA reimbursement is discriminatory under Section 105(h) of the Internal Revenue Code.
Sample 1
Change of Control Separation Benefits. (i) a lump sum payment equal to twelve (12) months of the Employee’s then-current
Sample 1

Related to Change of Control Separation Benefits

  • Change in Control Benefits means the following benefits:

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

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

  • Separation Benefits has the meaning accorded such term in Section 3.04.

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

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

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

  • 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 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.

  • 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.

  • 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.

  • 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.

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

  • 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 of Control Termination means (i) a Termination Without Cause of the Employee’s employment by the Employer (other than for death or disability) within twelve (12) months after a Change of Control or (ii) the Employee’s resignation for Good Reason within twelve (12) months after a Change of Control.

  • Severance Plan means any severance plan maintained by the Company that is applicable to the Participant.

  • Executive Severance Plan means the Company’s Senior Executive Employee Severance Pay Plan, as in effect from time to time.

  • 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.

  • 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.

  • Termination Benefit means the benefit set forth in Article 7.

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

  • Compensation Accrued at Termination means the following:

  • Qualifying Termination means a termination of the Executive’s employment either (i) by a Company Group member without Cause (excluding by reason of Executive’s death or Disability) or (ii) by the Executive for Good Reason, in either case, during the Change in Control Period (a “Qualifying CIC Termination”) or outside of the Change in Control Period (a “Qualifying Non-CIC Termination”).

  • 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 of Control Period means the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the "Renewal Date"), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

  • Employment benefits means all benefits provided or made