Change of Control Termination Total Payments definition

Change of Control Termination Total Payments shall have the meaning set forth in Paragraph 6(g) hereof.
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Change of Control Termination Total Payments shall have the meaning set forth in Paragraph 6(g) hereof. (k) “Code” shall mean the Internal Revenue Code of 1986, as amended. (l)
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Change of Control Termination Total Payments shall have the meaning set forth in Paragraph 6(g)(i) hereof. (k) "Code" shall mean the Internal Revenue Code of 1986, as amended. (l) "Designated Area" shall have the meaning set forth in Paragraph 9(a) hereof. (m) "Developments" shall have the meaning set forth in Paragraph 11 hereof. (n) "Effective Date" shall have the meaning set forth in the introductory paragraph hereof. ( o) "Employment" shall have the meaning set forth in Paragraph 1 hereof. (p) "Excise Tax" shall have the meaning set forth in Paragraph 6(g)(i) hereof. (q) "Executive" shall mean Xxxx X. Xxxxx. (r) "Financial Institution" shall have the meaning set forth in Paragraph 9(a) hereof. (s) "Non-Acceptance" shall have the meaning set forth in Paragraph 2(b) hereof. (t) ''Non-Offer" shall have the meaning set forth in Paragraph 2(b) hereof. (u) "Non-Renewal" shall have the meaning set forth in Paragraph 2(b) hereof. (v) "Pay-out Period" shall mean the period commencing on the date of Termination of Employment and ending two years thereafter. (w) "Replacement Agreement" shall have the meaning set forth in Paragraph 2(b) hereof. (x) "Retired Early Employee" shall have the meaning set forth in Paragraph 6 hereof. (y) "Retirement" shall have the meaning set forth in Paragraph 7(f)(i) hereof. (z) "Section 4999 Determination" shall have the meaning set forth in Paragraph 6(g)(ii) hereof. (aa) "Target Bonus" shall have the meaning set forth in Paragraph S(b) hereof. (bb) "Term" shall have the meaning set forth in Paragraph 2(a) hereof. (cc) "Termination of Employment" or "Termination of Employment of Executive" means the separation from service of the Executive, as defined in the regulations under Section 409A of the Code, with and from Arrow and its Affiliates. Generally, for purposes of Section 409A, a separation from service means a decrease in the performance of services to no more than 20% of the average for the preceding 36-month period, disregarding leaves of absence of up to six months where there is a reasonable expectation the Executive will return. 16
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Examples of Change of Control Termination Total Payments in a sentence

  • If such firm or attorney determines that no Excise Tax is payable by the Executive with respect to the Change of Control Termination Total Payments, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such payments and, absent manifest error, such determination shall be binding, final and conclusive upon the Company and the Executive.

Related to Change of Control Termination Total Payments

  • 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.

  • 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.

  • Control Termination Event shall have the meaning given to such term or any one or more analogous terms in the Lead Securitization Servicing Agreement.

  • Change in Control Benefits means the following benefits:

  • 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”).

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

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

  • 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.

  • Compensation Accrued at Termination means the following:

  • 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.

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

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

  • Severance Amount means:

  • Termination Upon Change of Control shall not include any termination of the employment of the Executive (a) by the Company for Cause; (b) as a result of the Permanent Disability of the Executive; (c) as a result of the death of the Executive; or (d) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason.

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

  • 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.

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

  • CIC Qualifying Termination means a Separation (A) within twelve (12) months following a Change in Control or (B) within three (3) months preceding a Change in Control (but as to part (B), only if the Separation occurs after a Potential Change in Control) resulting, in either case (A) or (B), from (i) the Company terminating the Executive’s employment for any reason other than Cause or (ii) the Executive resigning his or her employment for Good Reason. A termination or resignation due to the Executive’s death or disability shall not constitute a CIC Qualifying Termination. A “Potential Change in Control” means the date of execution of a legally binding and definitive agreement for a corporate transaction which, if consummated, would constitute the applicable Change in Control (which for the avoidance of doubt, would include, for example, a merger agreement, but not a term sheet for a merger agreement). In the case of a termination following a Potential Change in Control and before a Change in Control, solely for purposes of benefits under this Agreement, the date of Separation will be deemed the date the Change in Control is consummated.

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Covered Termination means the termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, and shall not include a termination due to Executive’s death or disability.

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

  • Early Termination Payment is defined in Section 4.3(b) of this Agreement.

  • Change in Control Transaction means the occurrence of any of the following events:

  • 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.

  • Share Termination Settled” in relation to the Transaction means that Share Termination Alternative is applicable to the Transaction.