Change of Control Severance Benefit definition

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.
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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 Emplolyee’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 Sepearation 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.
Sample 1
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.
Sample 1

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).

  • 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.

  • If the Triggering Event was a Termination Arising Out of a Change of Control (defined below), then Employee shall be entitled to receive (i) Employee’s Annual Base Compensation and accrued but unpaid vacation through the date thereof; (ii) payment of a Employee’s Incentive Compensation Bonus, if any, pro rated to Employee’s date of termination; and (iii) the Change of Control Severance Benefit.

  • 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 purpose of the Cerus Corporation Change of Control Severance Benefit Plan (the “Plan”) is to provide for the payment of severance benefits to certain eligible employees of Cerus Corporation (the “Company”) whose employment with the Company is terminated following a Change of Control.

  • 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 successor to the Company or the acquiring person in such change in control transaction.

  • 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.

  • The Change of Control Severance Benefit shall be paid six (6) months from the date Employee’s employment with the Company terminated.


More Definitions of Change of Control Severance Benefit

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.
Sample 1
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.
Sample 1
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 days from the date the executed Separation Agreement and General Release is received by the Company. The Change of Control Severance Benefit may be suspended during the first six (6) months from the end of the Employment Period only to the extent that it exceeds permissible payment thresholds under section 409 A 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 Executive to be subject to excise tax under Section 280G or Section 4999 of the Internal Revenue 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.
Sample 1
Change of Control Severance Benefit means a lump-sum payment, less required tax withholding, equal to one and one-half 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.
Sample 1
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.
Sample 1

Related to Change of Control Severance Benefit

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

  • Change in Control Benefit means the benefit described in Section 2.4.

  • Change in Control Benefits means the following benefits:

  • 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)

  • Severance Benefits mean the payment of severance compensation as provided in Section 2.3 herein.

  • Severance Amount means:

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

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

  • 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 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 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.

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

  • Change in Control Payments means all change in control, transaction, retention and similar bonuses or payments, paid or payable by the Acquired Companies to any current or former directors, managers, officers, employees, or other Persons as a result of the Closing of the Transactions or the execution of this Agreement, including any deferred compensation, in each instance, plus the employer portion of any employment Taxes due in connection with any such payments, but excluding, for the avoidance of doubt, severance payments relating to a termination of employment following the Closing.

  • 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).

  • 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 of the Internal Revenue Code of 1986, as amended (the “Code”).

  • 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 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.

  • Compensation Accrued at Termination means the following:

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

  • 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.

  • 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”).

  • Change of Control Put Period means the period of 45 days after a Change of Control Put Event Notice is given;

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

  • Retention Bonus means the amount equal to: