Transition Compensation definition

Transition Compensation means compensation as defined under the DEPP, without regard to the limitations imposed by section 401(a)(17) of the Code and the definition of compensation under section 415 of the Code, plus, elective deferrals under The Dow Chemical Company Elective Deferral Plan (Post 2004) for any period where such deferrals were not included in compensation under the DEPP. No compensation paid on or after January 1, 2024 shall be included for purposes of determining the Participant’s benefit hereunder.
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Transition Compensation means justifiable costs and/or expenses incurred by Xxxxxx and/or Xxxxxx Pharma in connection with the performance of any mutually agreed activities beyond the original scope of this Agreement that arise out of any assignment or transfer of this Agreement by Radius pursuant to Section 15.4, which costs and/or expenses and activities shall be negotiated in good faith and mutually agreed upon in advance by Xxxxxx on the one hand and Radius or such Assignee, Acquirer or Affiliate of Radius on the other hand and, for clarity, Xxxxxx shall have no obligation to undertake any such additional activities without Xxxxxx’x prior agreement, which shall not be unreasonably withheld, it being agreed and understood by Radius that Xxxxxx would be acting reasonably if Xxxxxx refused to undertake any such additional activities in the event not all requirements, as applicable, of Article 10 and/or Section 15.4 are satisfied, except if addressed by other means as agreed to by Xxxxxx in furtherance of such good faith discussions.
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Transition Compensation. Compensation shall be as follows:
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Examples of Transition Compensation in a sentence

  • If Schneider believes that Executive has failed to satisfy the duties to cooperate outlined in this paragraph, Schneider will provide Executive with written notice of same and Executive will then have five (5) business days to attempt to cure the failure to cooperate before Schneider causes Executive to forfeit or repay Transition Compensation.

  • The Transition Compensation shall be paid to Executive on the first business day that is at least twenty (20) business days after the occurrence of both the following events: after the Separation Date and after Executive has signed, and not revoked within the applicable revocation period, Exhibit A to this Agreement.

  • If, prior to the expiration of the Retention Period, Schneider terminates Executive’s employment for Cause, Executive will forfeit eligibility to receive the Transition Compensation.

  • Failure to Transition Agreement and Voluntary General Release Page 5 of 11comply with the duty of cooperation as set forth in this paragraph will also obligate Executive to repay Schneider Transition Compensation described in Paragraph 4 that Schneider has already paid to Executive per this Agreement.

  • Wang,BFlip-Chip- Assembled W-band CMOS Chip Modules on Ceramic Integrated Passive Device with Transition Compensation for Millimeter-Wave System-in-Package Integration,^ IEEE Trans.

  • Notwithstanding anything to the contrary herein, Executive will remain eligible for the Transition Compensation in the event that she is discharged during the Retention Period for a reason other than for Cause.

  • Executive’s non-compliance with or violation of this provision of the Agreement shall be considered a material breach for which Schneider shall have the right to seek to recover all Transition Compensation paid to Executive under this Agreement, as well as all other available damages and legal or equitable relief.

  • Failure to comply with the duty of cooperation as set forth in this paragraph will cause Executive to forfeit any unpaid Transition Compensation described in Paragraph 4 of this Agreement.

  • Executive acknowledges and agrees that, in the absence of this Agreement, Executive would otherwise not be entitled to receive the amounts represented by the Transition Compensation given Executive’s separation from employment on the Separation Date.

  • If Executive attempts to use or retain any proprietary or confidential information and property of Schneider concerning Schneider’s business for any reason other than in the course of employment for Schneider agrees to repay to Schneider the Transition Compensation as set forth in Paragraph 4.


More Definitions of Transition Compensation

Transition Compensation means justifiable costs and/or expenses incurred by Vetter and/or Vetter Pharma in connection with the performance of any mutually agreed activities beyond the original scope of this Agreement that arise out of any assignment or transfer of this Agreement by Radius pursuant to Section 15.4, which costs and/or expenses and activities shall be negotiated in good faith and mutually agreed upon in advance by Vetter on the one hand and Radius or such Assignee, Acquirer or Affiliate of Radius on the other hand and, for clarity, Vetter shall have no obligation to undertake any such additional activities without Vetter’s prior agreement, which shall not be unreasonably withheld, it being agreed and understood by Radius that Vetter would be acting reasonably if Vetter refused to undertake any such additional activities in the event not all requirements, as applicable, of Article 10 and/or Section 15.4 are satisfied, except if addressed by other means as agreed to by Vetter in furtherance of such good faith discussions.
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Related to Transition Compensation

  • 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).

  • 414(s) Compensation means any definition of compensation that satisfies the nondiscrimination requirements of Code Section 414(s) and the Regulations thereunder. The period for determining 414(s) Compensation must be either the Plan Year or the calendar year ending with or within the Plan Year. An Employer may further limit the period taken into account to that part of the Plan Year or calendar year in which an Employee was a Participant in the component of the Plan being tested. The period used to determine 414(s) Compensation must be applied uniformly to all Participants for the Plan Year.

  • Basic Compensation means Salary and Benefits.

  • Compensation and Benefits Programs means all compensation and benefit plans, policies, and programs of the Debtors, and all amendments and modifications thereto, applicable to the Debtors’ employees, former employees, retirees, and non-employee directors and the employees, former employees and retirees of their subsidiaries, including all savings plans, retirement plans, health care plans, disability plans, and incentive plans, deferred compensation plans, and life, accidental death, and dismemberment insurance plans.

  • Severance Compensation means the compensation set forth in (i), (ii), and (iv) above.

  • Earned Compensation means any Annual Base Salary earned, but unpaid, for services rendered to the Company on or prior to the date on which the Employment Period ends pursuant to Section 3(a) (but excluding any salary and interest accrued thereon payment of which has been deferred).

  • Special compensation means payment to an adult foster care facility to ensure the provision of a specialized program in addition to the basic payment for adult foster care. Special compensation does not include payment received directly from the Medicaid program for personal care services for a resident, or payment received under the supplemental security income program.

  • Incentive Compensation Plans means annual incentive compensation plans and long‑term incentive compensation plans of the Company, which long‑term incentive compensation plans may include plans offering stock options, restricted stock and other long‑term incentive compensation.

  • Compensation Plans shall have the meaning set forth in Section 3.11(b).

  • Requisition Compensation includes all compensation or other moneys payable by reason of any act or event such as is referred to in paragraph (b) of the definition of “Total Loss”;

  • Bonus Compensation shall have the meaning set forth in Section 3(b).

  • Final compensation of a member means:

  • Incentive Compensation Plan means any plan, agreement or other arrangement that provides for the grant or issuance of equity or equity-based awards and that is now in effect or is hereafter adopted by the Company or the Manager for the benefit of any of their respective employees or other service providers (including directors, advisers and consultants), or the employees or other services providers (including directors, advisers and consultants) of any of their respective Affiliates or Subsidiaries.

  • Earnable compensation means the full rate of the

  • Base Compensation means the amount equal to the sum of (i) the greater of Executive’s then-current Annual Base Salary or Executive’s Annual Base Salary as of the date one day prior to the Change in Control, and (ii) the Average Incentive Bonus.

  • Compensation and Benefit Plans has the meaning set forth in Section 5.03(m).

  • Additional Compensation has the meaning set out in Section 13.3(1).

  • 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.

  • Compensation Period has the meaning specified in Section 2.12(c)(ii).

  • Gross compensation means every form of remuneration payable for a given period to an individual for services provided including salaries, commissions, vacation pay, severance pay, bonuses, and any board, rent, housing, lodging, payments in kind, and any similar benefit received from the individual's employer.

  • Annual Compensation means an amount equal to the greater of:

  • Compensation Arrangement means any direct or indirect compensatory payment or other financial agreement, arrangement or understanding with any person or entity other than the Corporation, including any agreement, arrangement or understanding with respect to any direct or indirect compensation, reimbursement or indemnification in connection with candidacy, nomination, service or action as a nominee or as a director of the Corporation;

  • Deferred Compensation Plan means any plan, agreement or arrangement maintained by the Company from time to time that provides opportunities for deferral of compensation.

  • Cash Compensation means any discount, concession, fee, service fee, commission, sales charge, loan, override, or cash benefit received by a producer in connection with the recommendation or sale of an annuity from an insurer, intermediary, or directly from the consumer.

  • Annual Cash Compensation means the sum of (a) the highest annual Base Salary in effect for the Executive and (b) the greater of (i) the Executive’s bonus for the most recently-completed year (excluding any special bonuses awarded for performance after the conclusion of the performance period), if any, or (ii) the annualized amount of the Executive’s target bonus for the then current year.

  • Deferred Compensation Agreement means an agreement to participate and to defer compensation between a Participant and the Company in such form and consistent with terms of the Plan as the Company may prescribe from time to time.