Calculation of Change in Control Payments Sample Clauses

Calculation of Change in Control Payments. If a Change in Control occurs and, either [1] during the Effective Period or within six (6) months prior to the Change in Control, the Company provides the Employee with a Notice of Termination stating that it is Terminating the Employee’s employment without Cause, or [2] during the Effective Period, the Employee provides the Company with a Notice of Termination stating that the Employee is Terminating his employment for Good Reason, then the Company will: [a] Continue to pay the Employee’s compensation and other benefits through the Date of Termination and also will pay the Employee the value of any unused vacation days determined under the Company’s personnel policy. The amounts attributable to unused vacation will be paid no later than thirty (30) days after the Employee’s Date of Termination (or, in the case in which employment is Terminated within six (6) months prior to the Change in Control, within thirty (30) days after the Change in Control). [b] Continue coverage for the Employee and his dependents, at no cost to either the Employee or his dependents, in all programs subject to the benefit provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for the period beginning on the Employee’s Date of Termination (or, in the case in which employment is Terminated within six (6) months prior to the Change in Control, the date of the Change in Control) and ending on the earlier of [i] the date the Employee and his dependents acquire replacement coverage or [ii] the second anniversary of the Employee's Date of Termination (or, in the case in which employment is Terminated within six (6) months prior to the Change in Control, the second anniversary of the Change in Control). In the event the Employee's or his dependents' participation in the Company's plans is not permitted, then the Company will provide, through insurance or otherwise, at no after-tax cost to the Employee or his dependents, the benefits to which the Employee or his dependents would be entitled under such plans (such benefits, collectively, the "Medical Benefits"). Any Medical Benefits to be paid or provided under this Section 2.01[2][b] after completion of the time period described in Treasury Regulation §1.409A-1(b)(9)(v)(B) shall be subject to the following: [A] the amount of expenses eligible for reimbursement, or benefits provided, during any taxable year of the Employee may not affect the expenses eligible for reimbursement, or benefits to be provided, to th...
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Calculation of Change in Control Payments. Subject to the terms of this Agreement, if the Executive is Terminated under Section 4.04, 4.05 or 4.06, the Corporation (or the Employer) will: [1] Continue to pay the Executive's compensation and other benefits through the Date of Termination and also will pay the Executive the value of any unused vacation and compensation days determined under the Employer's personnel policy. These amounts will be paid no later than 30 days after the Executive's Date of Termination and will be based on the rate of compensation and value of benefits in effect before the Notice of Termination was delivered. [2] Pay the Executive a lump sum equal to the amount described in this subsection. This payment will be accompanied by a Notice of Payment and, subject to Section 5.02, made no more than 30 days after the Executive's Date of Termination. The amount payable under this subsection will be the sum of: [a] 299 percent of the Executive's "base amount" as defined under Code ss.280G [whether or not the Change in Control generating benefits under this Agreement is a "change in control" as defined under Code ss.280G]; plus
Sample 1
Calculation of Change in Control Payments. Subject to the terms of this Agreement, if the Employee is Terminated (or deemed Terminated) under Section 4.05 or 4.06, the Corporation or the Company (or the Employer) will: [1] Continue to pay the Employee's compensation and other benefits through the Date of Termination and also will pay the Employee the value of any unused vacation days determined under the Employer's personnel policy. The amounts attributable to unused vacation [a] will equal the Employee's annualized base salary at Termination divided by 260 and multiplied by the number of unused vacation days, [b] will be paid no later than 30 days after the Employee's Date of Termination and [c] will be based on the rate of compensation and value of benefits in effect before the Notice of Termination was delivered. [2] Reimburse the Employee for the cost of continued participation in all programs subject to the benefit provisions of the Consolidated Omnibus Budget Reconciliation Act of 1993 ("COBRA") for the period beginning on the Employee's Date of Termination and ending on the earlier of [a] the date the Employee acquires replacement coverage or [b] the maximum coverage period prescribed by COBRA. These amounts will be reimbursed on the date the required premium is due; plus [b] For purposes of this computation and comparison: [i] The amount determined under Section 5.01[3][a] will be calculated separately for each Deferred Compensation Plan; [ii] If a Deferred Compensation Plan is terminated, frozen or amended to diminish benefit accruals or the rate of benefit accruals (collectively and separately, these actions are referred to as "Diminished") before the end of the Calculation Period, [A] the calculation of the amount described in Section 5.01[3][a][i] will be made on the assumption that the Diminished Deferred Compensation Plan had not been Diminished and [B] calculation of the amount described in Section 5.01[3][a][ii] will be based on the amount actually earned or accrued under the Diminished Deferred Compensation Plan as of the date of the Deferred Compensation Plan is Diminished and (I) will not be adjusted for the portion of any benefit accretion attributable solely to the passage of time and (II) will not be adjusted by the amount of any hypothetical benefit that might have been earned or accrued if the Diminished Deferred Compensation Plan had not been Diminished; [iii] The amount calculated under Section 5.01[3][a][i] will be determined as if the Employee is fully vested in each Def...
Sample 1
Calculation of Change in Control Payments. Subject to the terms of this Agreement, if the Executive is Terminated under Section 4.03[2], 4.04 or 4.05, the Corporation (or the Employer) will: [1] Continue to pay the Executive’s compensation and other benefits through the Date of Termination and also will pay the Executive the value of any unused vacation and compensation days determined under the Employer’s personnel policy. These amounts will be paid no later than 30 days after the Executive’s Date of Termination and will be based on the rate of compensation and value of benefits in effect before the Notice of Termination was delivered. [2] Pay to the Executive an amount equal to the sum of: [a] 299 percent of the Executive’s “base amount” as defined under Code §280G [whether or not the Change in Control generating benefits under this Agreement is a “change in control” as defined under Code §280G]; plus
Sample 1
Calculation of Change in Control Payments. Subject to the terms of this Agreement, if the Executive is Terminated under Section 4.04, 4.05 or 4.06, the Corporation (or the Employer) will: [1] Continue to pay the Executive’s compensation and other benefits through the Date of Termination and also will pay the Executive the value of any unused vacation and compensation days determined under the Employer’s personnel policy. These amounts will be paid no later than 30 days after the Executive’s Date of Termination and will be based on the rate of compensation and value of benefits in effect before the Notice of Termination was delivered. [2] Pay the Executive a lump sum equal to the amount described in this subsection. This payment will be accompanied by a Notice of Payment and, subject to Section 5.02, made no more than 30 days after the Executive’s Date of Termination. The amount payable under this subsection will be the sum of: [a] 299 percent of the Executive’s “base amount” as defined under Code §280G [whether or not the Change in Control generating benefits under this Agreement is a “change in control” as defined under Code §280G]; plus [b] An additional amount equal to: [i] The cash bonus paid to the Executive by all Group Members averaged over the three full fiscal years ending before the Date of Termination (or, if shorter, over the full period of the Executive’s employment by all Group Members); multiplied by [ii] The number of days between the Executive’s Date of Termination and the last day of the Corporation’s last complete fiscal year ending before that Date of Termination; and divided by [iii] 365 days. [c] Any other change in control benefit to which the Executive is entitled under any other plan, program or agreement with any Group Member. [3] For 36 months after the Executive’s Date of Termination, the Corporation also will maintain (or cause the Employer to maintain) in full force and effect, for the Executive’s continued benefit (and that of all family members and other dependents who were enrolled in the programs on the Executive’s Date of Termination) all life, medical and dental insurance programs in which the Executive (or members of the Executive’s family or other dependents) was participating or was covered immediately before the Executive’s Date of Termination. If the terms of any of the programs just described do not allow the continued participation described in the preceding sentence, the Corporation (or the Employer) will [a] provide benefits that are substantially simila...
Sample 1

Related to Calculation of Change in Control Payments

  • Change in Control Payments The provisions of this paragraph 8 set forth the terms of an agreement reached between Employee and the Company regarding Employee’s rights and obligations upon the occurrence of a “Change in Control” (as hereinafter defined) of the Company during the Term. These provisions are intended to assure and encourage in advance Employee’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such Change in Control. The following provisions shall apply in the event of a Change in Control, in addition to any payment or benefit that may be required pursuant to Section 7.

  • Change in Control Payment The provisions of this Section 5 set forth certain terms of an agreement reached between the Executive and the Company regarding the Executive’s rights and obligations upon the occurrence of a Change in Control of the Company. These provisions are intended to assure and encourage in advance the Executive’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such event. These provisions shall apply in lieu of, and expressly supersede, the provisions of Section 4(b) regarding severance pay and benefits upon a termination of employment, if such termination of employment occurs within 12 months after the occurrence of the first event constituting a Change in Control. These provisions shall terminate and be of no further force or effect beginning 12 months after the occurrence of a Change in Control.

  • Change of Control Payments The Company Schedules set forth each plan or agreement pursuant to which any amounts may become payable (whether currently or in the future) to current or former officers or directors of the Company as a result of or in connection with the Merger.

  • Change of Control Payment “Change of Control Payment” is defined in Section 3.9(a)(vii) of the Agreement.

  • Change of Control Benefit Upon a Change of Control, the Company shall pay to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Agreement.

  • Change of Control Benefits If Executive's employment with the Company is terminated at any time within the three years following a Change of Control by the Company without Cause, or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "Termination Date"), Executive shall be entitled to the payments and benefits provided hereafter in this Section 3 and as set forth in this Exhibit. If Executive's employment by the Company is terminated prior to a Change of Control by the Company (i) at the request of a party (other than the Company) involved in the Change of Control or (ii) otherwise in connection with or in anticipation of a Change of Control that subsequently occurs, Executive shall be entitled to the benefits provided hereafter in this Section 3 and as set forth in this Exhibit, and Executive's Termination Date shall be deemed to have occurred immediately following the Change of Control. Payment of benefits under this Exhibit shall be in addition to, and not in lieu of, any benefits payable under the ARAMARK Corporation Agreement Relating to Employment and Post-Employment Competition of which this Exhibit is a part, except as provided in Section 3(b) hereof. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 13, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination Date.

  • Change of Control Severance Benefits A Covered Termination of Executive’s employment on or within twelve (12) months following the effective date of a Change of Control entitles Executive to receive the benefits set forth in this Section 3.2.

  • Change in Control Benefit If a Change in Control occurs followed within twenty-four (24) months by Separation from Service prior to Normal Retirement Age, the Bank shall distribute to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Article.

  • Change in Control Provisions Notwithstanding anything to the contrary in these Terms and Conditions, the following provisions shall apply to all Stock Units granted under the attached Award Agreement.

  • PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this Section shall apply. As used in this Agreement, an "

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