CIC Payments definition

CIC Payments means any payments and the value of benefits to which the Executive (or his representative) becomes entitled (i) under Section 8 of the CIC Agreements, (ii) pursuant to the actions taken by resolution of the Compensation Committee of the Company’s Board of Directors on September 9, 2003, (iii) pursuant to any other right as to which a “Cash Value” is set forth in the attached Annexes A and B (the “E&Y Calculations”) and (iv) any other payment that would be considered an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.
View Source
CIC Payments has the meaning set forth in Section 5.10(c).
View Source
CIC Payments mean payments that are required to be made as a result of the Merger in accordance with the terms of the Specified Compensation Plans.
View Source

Examples of CIC Payments in a sentence

  • In connection with a Termination which entitles you to CIC Payments pursuant to Section 3(b), your agreement not to voluntarily terminate your employment with the Company or any of its affiliates, which is set forth in any Acknowledgement previously executed by you as a condition of payment of an Annual Incentive Award, shall terminate, shall no longer be a condition of your right to retain such Annual Incentive Award, and shall be of no further force or effect.

  • Tax Counsel shall consult with any compensation consultants, accounting firm and/or other legal counsel selected by the Company in determining which payments to, or for the benefit of, the Participant are to be deemed to be CIC Payments.

  • The Executive further acknowledges that the consideration that the Executive will receive under the CIC Payments, taking into account the limitation on the amounts payable as provided in this Agreement, is sufficient for Executive to agree to such limitation.

  • Except as may be modified hereby, the CIC Agreements and the arrangements providing for CIC Payments shall remain in full force and effect.

  • Tax Counsel shall consult with any compensation consultant, accounting firm and/or other legal counsel selected by the Company in determining which payments to, or for the benefit of, the Participant are to be deemed to be CIC Payments.

  • CUSTOMER AGREES THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT ARE INTENDED TO APPLY TO ANY DATA PROCESSING TERMS ENTERED INTO BY THE PARTIES AND THAT SUCH LIMITATIONS WILL CONTROL IF THERE IS A CONFLICT BETWEEN SUCH AGREEMENTS.

  • Except as otherwise provided in the last sentence of this Section 6.8, Company Holders shall bear all employer-level employment or payroll Taxes (“Payroll Taxes”) with respect to (a) any payment to an Employee Cashed-Out Option Holder in respect of such holder’s Cashed-Out Options, (b) any Company Severance Expenses, and (c) any Closing Company CIC Payments.

  • Immediately prior to the Effective Time, HopFed shall make the payments required pursuant to such CIC Payments in a lump sum.

  • Tax Counsel shall consult with any compensation consultants, accounting firm and/or other legal counsel selected by the Company in determining which payments to, or for the benefit of, the Grantee are to be deemed to be CIC Payments.

  • Tax Counsel shall consult with any compensation consultants, accounting firm and/or other legal counsel selected by the Corporation in determining which payments to, or for the benefit of, the Participant are to be deemed to be CIC Payments.

Related to CIC Payments

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

  • Termination Payments has the meaning specified in Section 10(a).

  • Periodic Payments means all installments or similar recurring payments that Borrower may now or hereafter become obligated to pay to Bank pursuant to the terms and provisions of any instrument, or agreement now or hereafter in existence between Borrower and Bank.

  • Accrued Amounts means any unpaid annual base salary accrued through the date of a Participant’s Qualifying Termination and any accrued but unpaid vacation pay.

  • Passthru payments means any withholdable payment and any "foreign passthru payment," which is currently not defined. The current proposed FATCA regulations (“Proposed Regulations”) state that the Internal Revenue Service and the U.S. Treasury have determined, that withholding on “foreign passthru payments” is not required, pending further guidance and analysis. The Proposed Regulations provide that such withholding will not be effective before the date that is two years after the publication of final regulations defining the term “foreign pass-thru payment”.