Change of Control Severance Benefit means a lump-sum payment, less required tax withholding, equal to two times the Employee’s Annual Base Compensation at the time of termination, plus the average of the previous two Incentive Compensation payments. The Change of Control Severance Benefit shall be paid six (6) months from the date Employee’s employment with the Company terminated. Notwithstanding anything to the contrary contained in this Agreement, if and to the extent that any payments and rights provided under this Agreement would cause Employee to be subject to excise tax under Section 280G or Section 4999 of the Internal Revenue Code, or the corresponding section(s) of any future federal tax law, then the amount of the payments shall be reduced to the extent necessary to avoid imposition of any such excise tax. All determinations of the amount of the reduction shall be made by the Company’s tax counsel, and the cost of making such determination shall be paid by the Company.
Change of Control Severance Benefit means a lump-sum payment, less required tax withholding, equal to two (2) times the Employee’s Annual Base Compensation at the time of termination, plus one (1) times the Incentive Compensation Target at the time of termination. The Change of Control Severance Benefit shall be paid within thirty days from the date the executed Separation Agreement and General Release is received by the Company. Notwithstanding the foregoing to the contrary, if the Compensation Committee determines that the Employee is a Specified Employee then his Change of Control Severance Benefit due under this paragraph (c) shall be made no earlier than the six (6) month anniversary of the Triggering Event or upon the death of the Employee, if earlier, pursuant to Section 409A of the Code. Notwithstanding anything to the contrary contained in this Agreement, if and to the extent that any payments and rights provided under this Agreement would cause Employee to be subject to excise tax under Section 280G or Section 4999 of the Code, if the corresponding section(s) of any future federal tax law, then the amount of the payments shall be reduced to the extent necessary to avoid imposition of any such excise tax.
Change of Control Severance Benefit means:
(1) A lump-sum payment, less required tax withholding, equal totwo (2) times Executive’s Annual Base Compensation at the time of the termination of Executive’s employment;
(2) Two (2) times the Target Incentive Compensation Bonus (not pro rated) for the year in which Executive’s employment terminated.
(3) Payment of the COBRA insurance continuation benefit on behalf of Executive, his spouse and their eligible dependents for eighteen (18) months following the termination of Executive’s employment; provided, the necessary elections are made by Executive, his spouse and their dependents and Executive, his spouse and their dependents remain eligible to receive COBRA insurance continuation benefits; and
(4) Outplacement services for up to twelve (12) months following the effective date of the termination of Executive’s employment with the Company through an outplacement firm selected by Executive and approved by the Compensation Committee of the Company’s Board of Directors.
Examples of Change of Control Severance Benefit in a sentence
In the event of a change of control (as defined in the Company’s Change of Control Severance Benefit Plan), the terms of this Agreement shall inure to the benefit of, and be assumed by, the acquiring person (as defined in the Company’s Change of Control Severance Benefit Plan).
The Nektar Therapeutics Amended and Restated Change of Control Severance Benefit Plan (the “Plan”) is designed to provide severance benefits to eligible employees of Nektar Therapeutics (the “Company” or “Nektar”) whose employment is involuntarily terminated by the Company following a Change of Control (as defined below).
In the event that Executive’s employment is terminated for any reason other than those outlined in Section 2, then Executive shall not be eligible for, and shall not receive the Change of Control Severance Benefit.
The Change of Control Severance Benefit shall be paid within thirty days from the date the executed Separation Agreement and General Release is received by the Company.
In the event that Executive is eligible for the Change of Control Severance Benefit described in Section 2 of this Agreement, Executive shall not be eligible for, and shall not receive any severance payments or benefits under any other severance or separation agreement or policy, including but not limited to the Severance Benefit under Executive’s Employment Agreement.
More Definitions of Change of Control Severance Benefit
Change of Control Severance Benefit means:
(1) A lump-sum payment equal to three (3) times the sum of (i) the Executive’s Annual Base Compensation at the time of the termination of Executive’s employment and (ii) the Target Incentive Compensation Bonus (not pro-rated) for the year in which Executive’s employment terminated;
(2) Payment of the COBRA insurance continuation benefit on behalf of Executive, his spouse and their eligible dependents for thirty-six (36) months following the termination of Executive’s employment to the extent such COBRA insurance continuation benefit is available; provided, the necessary elections are made by Executive, his spouse and their dependents and Executive, his spouse and their dependents remain eligible to receive COBRA insurance continuation benefits or would have been eligible to receive COBRA insurance continuation benefits except for the eighteen (18) month maximum period for COBRA upon employment termination (for example, Executive does not become covered under another group health plan); provided, further however, to the extent the payment of the COBRA insurance continuation benefit would in the reasonable judgment of the Company either (i) subject the Company to an excise tax under the Code or other penalty pursuant to the non-discrimination requirements imposed under the Patient Protection and Affordable Care Act or similar requirements, (ii) result in payments or benefits under the health insurance plan being considered as taxable income under section 105(h) of the Code or (iii) if COBRA insurance continuation benefit is not available, then in the event of any of (i), (ii) or (iii) and in lieu of the continuing monthly COBRA payments, the Company shall pay the Executive a lump sum payment at the same time that the payment is made under section 5.4(a)(1) (or within thirty (30) days after such later time when (i), (ii) or (iii) of this subsection is determined (such later time of determination, “Benefit Determination”)), in an amount equal to thirty-six (36) months of COBRA payments less the number of months of COBRA payments made prior to the Benefit Determination, based upon the cost of such COBRA coverage on the date of the termination of Executive’s employment; and
(3) Outplacement services for up to twelve (12) months following the effective date of the termination of Executive’s employment with the Company through an outplacement firm selected by Executive and approved by the Compensation Committee of the Company’s Board of Directors.
Change of Control Severance Benefit means a lump-sum payment, less required tax withholding, equal to two times the Employee’s Annual Base Compensation at the time of termination, plus one (1) times Employee’s Incentive Compensation Target at the time of Employee’s termination. The Change of Control Severance Benefit shall be paid within thirty (30) days from the date the Separation and Release Agreement, executed by Employee, is received by the Company. Notwithstanding the foregoing to the contrary, if the Compensation Committee determines that the Employee is a Specified Employee then his Change of Control Severance Benefit due under this paragraph (c) shall be made no earlier than the six (6) month anniversary of the Triggering Event or upon the death of the Employee, if earlier, pursuant to Section 409A of the Code. Notwithstanding anything to the contrary contained in this Agreement, if and to the extent that any payments and rights provided under this Agreement would cause Employee to be subject to excise tax under Section 280G or Section 4999 of the Code, or the corresponding section(s) of any future federal tax law, then the amount of payments shall be reduced to the extent necessary to avoid imposition of any such excise tax.
Change of Control Severance Benefit means a lump-sum payment, less required tax withholding, equal to one and one/half times the Executive’s Annual Base Compensation at the time of termination, plus the average of the previous two Incentive Compensation payments. The Change of Control Severance Benefit payments shall commence not later than thirty (30) days following the date the Company receives the executed Separation Agreement and General Release. Notwithstanding anything to the contrary contained in this Agreement, if and to the extent that any payments and rights provided under this Agreement would cause Executive to be subject to excise tax under Section 280G or Section 4999 of the Internal Revenue Code, or the corresponding section(s) of any future federal tax law, then the amount of the payments shall be reduced to the extent necessary to avoid imposition of any such excise tax. All determinations of the amount of the reduction shall be made by the Company’s tax counsel, and the cost of making such determination shall be paid by the Company.
Change of Control Severance Benefit means the benefit payable under Section 4.1 following both a Change of Control and a qualifying Termination of Employment.
Change of Control Severance Benefit means a lump-sum payment, less required tax withholding, equal to two (2) times the sum of (i) Executive’s Annual Base Compensation and (ii) the average of the Executive’s last two Incentive Compensation Bonuses. Except as provided by Section 5.5 of this Agreement, the Change of Control Severance Benefit shall be paid within thirty (30) days of Executive’s signing of the Separation Agreement and General Release similar to that attached hereto as Exhibit A.
Change of Control Severance Benefit means
(1) A lump-sum payment, less required tax withholding, equal to (x) two times Executive’s Annual Base Compensation at the time of the termination of Executive’s employment plus (y) two times the greater of either (i) the average of Executive’s last two Incentive Compensation Bonuses or (ii) 80% of the average of the Executive’s Annual Base Compensation measured over the twenty-four month period preceding the termination of Executive’s employment; and
(2) Payment of the COBRA insurance continuation benefit on behalf of Executive, his spouse and their eligible dependents for to a maximum of eighteen months following the termination of Executive’s employment; provided, the necessary elections are made by Executive, his spouse and their dependents and Executive, his spouse and their dependents remain eligible to receive COBRA insurance continuation benefits. Except as provided by Section 6.10 of this Agreement, the Change of Control Severance Benefit shall be paid within thirty (30) days of Executive’s signing of the Separation Agreement and General Release similar to that attached hereto as Exhibit A.
Change of Control Severance Benefit means
(i) A lump-sum payment, less required tax withholding, equal to (x) two times Executive’s Annual Base Compensation at the time of the termination of Executive’s employment plus (y) two times the greater of either (i) the average of Executive’s last two Incentive Compensation Bonuses or (ii) 80% of the average of the Executive’s Annual Base Compensation measured over the twenty-four month period preceding the termination of Executive’s employment; and
(ii) Payment of health insurance premiums for a health insurance policy for the benefit of Executive, his spouse and his dependents, with substantially the same benefits as for full-time employees, until Executive is eligible for Medicare benefits. Except as provided by Section 6.10 of this Agreement, the Change of Control Severance Benefit shall be paid within thirty (30) days of Executive’s signing of the Separation Agreement and General Release similar to that attached hereto as Exhibit A.