Change of Control Payment. “Change of Control Payment” is defined in Section 3.9(a)(vii) of the Agreement.
Change of Control Payment. Notwithstanding Article 1, in the event of a Change of Control (as defined in Section 5.3) of the Company during the Term while the Executive remains employed by the Company, the Company shall pay to the Executive, concurrently with the consummation of such Change of Control, a lump sum amount, in cash, equal to two (2) times the sum of (A) the Executive’s annual Base Salary (determined as the Executive’s latest annual Base Salary during the Term prior to the Change of Control) and (B) the Bonus (determined as one hundred percent (100%) of the Executive’s eligible bonus during the Term prior to the Change of Control) (the “Change of Control Payment”). The date on which the Executive becomes entitled to receive the Change of Control Payment under this Section 5.1(a) shall be referred to herein as the “Change of Control Payment Date.”
Change of Control Payment. Upon a Change of Control, the Company shall pay the Executive the following:
Change of Control Payment. If the Executive is entitled to a payment pursuant to this Section 2, then the Company shall pay to the Executive as a Change of Control Payment in a lump sum, on the fifth day following the date of termination of the Executive's employment, an amount equal to two times the highest aggregate annual compensation (including salary, bonuses and incentive payments) includible in gross income paid to the Executive during any one of the three taxable years preceding the date of the Executive's termination, such amount to be subject to adjustment pursuant to Subsection 3(c).
Change of Control Payment. If, during the term of this Agreement, there is a “Change of Control” the Executive will be entitled to a payment (in addition to any other amounts payable to the Executive under this Agreement or otherwise) in an amount equal to two hundred percent (200%) of the sum of the Executive’s then current Base Salary under paragraph 4.1 of this Agreement plus the bonuses paid to the Executive during the twelve (12) calendar months preceding the Change of Control under paragraph 4.2 of this Agreement or its predecessor. The right to such compensation is subject to the Executive’s continued compliance with each of the provisions of this Agreement. If the foregoing amount is not paid within thirty (30) days after a Change of Control the unpaid amount will bear interest at the per annum rate equal to twelve percent (12%). For the purpose of this Agreement, a “Change of Control” means the occurrence of any of the following:
Change of Control Payment. In the event of a Change of Control ------------------------- Termination, the following provisions shall apply:
Change of Control Payment. 3.10.1 If a Change of Control occurs during the Term or within six months after Executive’s termination of employment pursuant to Section 4.1.5 or 4.1.6, the Company shall pay Executive, within 60 days following the date of such Change of Control, a cash payment in a lump sum in an amount equal to (x) minus (y) where (x) equals 3.0 times the sum of (a) the most recent annual Base Salary of the Executive; and (b) the amount of the most recent Cash Bonus paid to the Executive pursuant to Section 3.2 of this Agreement (the “Change of Control Payment”) and (y) equals the amount of any Severance Payment actually paid to Executive pursuant to Section 4.2.3, below). If this Agreement has been terminated prior to any Cash Bonus being awarded pursuant to this Agreement or if the most recent Cash Bonus was zero, the “amount of the most recent Cash Bonus paid to the Executive pursuant to Section 3.2 of this Agreement” in the immediately preceding sentence shall be replaced with “an amount equal to the greater of (1) the amount of Executive’s most recent annual cash bonus awarded by the Committee or the Board (whether or not a Cash Bonus hereunder) (“
Change of Control Payment. During the Employment Period, if within twenty-four (24) months after a Change of Control, the Executive’s employment is terminated by the Company without Cause or the Executive terminates his or her employment for Good Reason, then the Company shall pay the Executive his or her Accrued Benefits. In addition, subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable, all within sixty (60) days after the Date of Termination:
Change of Control Payment. 5.1. 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 of Control of the Company (as defined below). 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 4.2 regarding severance pay and benefits upon a termination of employment, if such termination of employment occurs within eighteen (18) months after the occurrence of the first event constituting a Change of Control. These provisions shall terminate and be of no further force or effect beginning eighteen (18) months after the occurrence of a Change of Control.
Change of Control Payment. If, during the term of this Agreement, there is a “Change of Control,” as defined below, the Executive will be entitled to a lump sum payment (in addition to any other amounts payable to the Executive under this Agreement or otherwise) in an
