Termination Compensation definition

Termination Compensation means a monthly cash amount equal to one-twelfth ( 1/12th) of the highest amount of the annual cash compensation (including cash bonuses and other cash-based compensation, including for these purposes amounts earned or payable whether or not deferred) received by Executive during any one of the three (3) calendar years immediately preceding the calendar year in which Executive’s Termination Date occurs; provided, that if the cash compensation received by Executive during the Termination Year exceeds the highest amount of the annual cash compensation received by Executive during any one of the immediately preceding three (3) consecutive calendar years, the cash compensation received by Executive during the Termination Year shall be deemed to be Executive’s highest amount of annual cash compensation. In no event shall Executive’s Termination Compensation include equity-based compensation (e.g., income realized as a result of Executive’s exercise of non-qualified stock options or other stock based benefits).

Termination Compensation means: (i) one hundred percent (100%) of Employee’s then current annual base salary plus (ii) one hundred percent (100%) of the greater of the actual cash bonus paid to employee attributable to the prior year’s service or Employee’s target cash bonus for the current year, all of which shall be payable in a lump sum within 2 weeks after separation of employment, conditioned on Employee executing the Company’s standard form severance and release agreement, and shall be subject to customary withholding and other applicable payroll processes.

Termination Compensation shall have the meaning ascribed to it in Section 2(a) of this Agreement.

Examples of Termination Compensation in a sentence

• In such case the Public Partner shall be entitled to charge the Private Partner out of the Operation Security for the compensation of the Public Partner’s damages in the amount of the Termination Compensation, but no more than the amount of the Operation Security, if such compensation is to be paid by the Public Partner under Section 17 9.2.7.6 the possibility of drawing on the Operation Security is expressly stipulated by this Agreement.

• TxDOT at its election may offset any Termination Compensation owing to Developer by the amount of the Handback Requirements Reserve owing to TxDOT.

• For the avoidance of doubt, the foregoing does not affect TxDOT’s liability to Developer for Termination Compensation that is measured in whole or in part by outstanding Project Debt or the obligations of the PABs Issuer under any Funding Agreement.

• Developer acknowledges and agrees that it is not entitled to receive any compensation, return on investment or other profit for providing the services contemplated by this Agreement and the Lease other than those resulting from cost savings, Toll Revenues, Administrative Fees, Compensation Amounts and Termination Compensation in accordance with the provisions of this Agreement and earnings thereon.

• In case of early Termination based on mutual written agreement between the Parties, the Termination Compensation shall be calculated and paid according to the requirements of this Section 18, unless the Parties agree otherwise.

More Definitions of Termination Compensation

Termination Compensation as provided in Section 7(c) of the Agreement, is hereby deleted and replaced in its entirety by the following definition:

Termination Compensation means the compensation payable to the Operator on the Termination Date, in accordance with this Agreement.

Termination Compensation has the meaning specified in Paragraph 3(a)(1).

Termination Compensation equal to two years of Employee’s Base Salary (not taking into account any reduction in Base Salary that serves as the basis for a termination for Good Reason), payable in equal installments (no less frequently than monthly) over a 24-month period (the “Severance Period”) (commencing with the first payroll period following the sixtieth (60th) day after Employee’s date of termination of employment) in accordance with the Company’s general policies and procedures for the payment of salaries to its executive officers;

Termination Compensation means: (i) one hundred fifty percent (150%) of the Employee’s then current annual base salary which shall be payable in a lump sum within forty-five (45) days after separation of employment, conditioned on Employee executing the Company’s standard form severance and release agreement within twenty (20) days of the Employee’s termination, and shall be subject to customary withholding and other applicable payroll processes. If Employee fails to execute and deliver the Company’s standard form severance and release agreement within twenty (20) days after the Employee’s termination, Employee will have no right to any Termination Compensation under this Agreement.

Termination Compensation means each measure of compensation owing from TxDOT to Developer upon termination of the Agreement and Lease prior to the stated expiration of the Term.

Termination Compensation means a monthly cash amount equal to one-twelfth (1/12th) of the highest amount of the annual cash compensation (including cash bonuses and other cash-based compensation, including for these purposes amounts earned or payable whether or not deferred) received by Executive during any one of the three (3) calendar years immediately preceding the calendar year in which Executive’s Termination Date occurs or, if higher, during any one of the three (3) calendar years immediately preceding the calendar year in which the Closing Date occurs (such highest amount, the “Highest Prior Year Compensation”); provided that, if the cash compensation received by Executive during the Termination Year exceeds the Highest Prior Year Compensation the cash compensation received by Executive during the Termination Year shall be deemed to be Executive’s highest amount of annual cash compensation for purposes of calculating the Termination Compensation. In no event shall Executive’s Termination Compensation include equity-based compensation (e.g., income realized as a result of Executive’s exercise of non-qualified stock options or other stock-based benefits) or any retention or integration bonus awarded in connection with the Merger, including the award under the Synergy Letter. 10. This Amendment shall be binding on the parties hereto effective as of the date hereof but shall only become effective as of upon, and subject to, the consummation of the Merger, provided that as of such date, Executive has remained in continuous employment with Employer. If the Merger is abandoned and the Merger Agreement is terminated in accordance with its terms, this Amendment shall be of no force. 11. In all other respects, the parties hereby ratify and affirm the terms of the Agreement. This Amendment may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.