Potential Change in Control means the occurrence of any of the following events:
Severance Benefits means the payment of severance compensation as provided in Section 3.3 herein.
Medical Benefits Schedule means the Medicare Schedule of Benefits produced by the Department of Health to which all fees and benefits relate for inpatient hospital services.
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.
Section 409A Deferred Compensation means compensation provided pursuant to an Award that constitutes nonqualified deferred compensation within the meaning of Section 409A.
Excess Compensation means Compensation in excess of the following Integration Level: (Choose (1) or (2))
Covered Compensation means any Incentive-Based Compensation granted, vested or paid to a person who served as an Executive Officer at any time during the performance period for the Incentive-Based Compensation and that was Received (i) on or after October 2, 2023 (the effective date of the Nasdaq listing standards), (ii) after the person became an Executive Officer, and (iii) at a time that the Company had a class of securities listed on a national securities exchange or a national securities association such as Nasdaq.
Final compensation of a member means: