Change of Control SERP Benefit Sample Clauses

Change of Control SERP Benefit. In lieu of the benefit payable under any other provision of this Participation Agreement and the Plan, but subject to the restrictions of Section 4.3 of the Plan, upon the Participant’s termination of employment (other than for Cause or by reason of his death) following a Change of Control, the Participant shall receive the unreduced SERP Benefit described in Paragraph 8(a) (i.e., a benefit determined without regard to the Participant’s age or Years of Service) in the form of a lump sum payment that is actuarially equivalent to the Normal Retirement benefit (calculated as of the date of termination and using the discount rate specified in Code Section 1274 in effect for the period of termination). Such payment shall be made to the Participant (or his beneficiary) not later than thirty (30) days after the Participant’s termination date.
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Change of Control SERP Benefit. (i) Subject to Section 3(g) hereof, in the event the Participant has a Separation from service following a Change of Control and a subsequent Triggering Event, the Participant shall be entitled to a change of control SERP benefit, expressed as a monthly lifetime annuity under Section 4(a)(ii) hereof, equal to one-twelfth (1/12) of the greater of (A) 60% of Final Pay or (B) his or her Normal Retirement SERP Benefit earned under Section 3(a) hereof as of the date of the Separation of Service (the “Change of Control SERP Benefit”). Notwithstanding the foregoing, in no event will the Change of Control SERP Benefit, together with amounts payable by Employer and its affiliated companies under all other plans and arrangements upon a change in the ownership or effective control of the Employer (as contemplated by Section 280G of the Code), exceed the maximum amount that can be paid without triggering a loss of Employer deduction under Section 280G of the Code or imposition of an excise tax under Section 4999 of the Code. All rights and liabilities associated with the Participant's SERP Benefit shall not be adversely affected, limited or reduced in any way due to a Change of Control and Triggering Event.
Sample 1
Change of Control SERP Benefit. In lieu of the benefit payable under any other provision of this Participation Agreement and the Plan, but subject to the restrictions of Section 4.3 of the Plan, upon the Participant’s termination of employment (other than for Cause or by reason of his death) following a Change of Control, the Participant shall receive the SERP Benefit described in Paragraph 7 of this Agreement in the form of a lump sum payment. Such payment shall be made to Participant (or his beneficiary) not later than thirty (30) days after Participant’s termination date.
Sample 1
Change of Control SERP Benefit. (i) Subject to Section 3(g) hereof, in the event the Participant has a Separation from service following a Change of Control and a subsequent Triggering Event, the Participant shall be entitled to a change of control SERP benefit, expressed as a monthly lifetime annuity under Section 4(a)(ii) hereof, equal to one-twelfth (1/12) of the greater of (A) 60% of Final Pay or (B) his Normal Retirement SERP Benefit earned under Section 3(a) hereof as of the date of the Separation of Service (the “Change of Control SERP Benefit”). All rights and liabilities associated with the Participant's SERP Benefit shall not be adversely affected, limited or reduced in any way due to a Change of Control and Triggering Event.
Sample 1
Change of Control SERP Benefit. In the event there is a Change of Control, as defined in the Plan, and termination of Participant pursuant to a subsequent Triggering Event, Participant shall be deemed to have terminated employment as a consequence of Normal Retirement and will be fully vested in his benefit under the Plan (including the pre-retirement death benefit). Upon such an event, if this Participation Agreement was executed before March 15, 2002, the Participant's SERP Benefit will be the greater of (1) 60% of Final Pay or (2) the Benefit already earned under Section 8(a). If this Participation Agreement was executed on or after March 15, 2002, the Participant's SERP Benefit will be the Benefit already earned under Section 8(a). In no event will the SERP Benefit payable on account of a Change of Control exceed the maximum amount that can be paid without triggering a loss of Employer deduction under Code Section 280G or imposition of an excise tax under Code Section 4999. All rights and liabilities associated with Participant's Normal Retirement SERP Benefit shall not be adversely affected, limited or reduced in any way due to a Change of Control and Triggering Event.
Sample 1

Related to Change of Control SERP Benefit

  • 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 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 of Control Benefits (i) If Executive's employment with the Company and its Subsidiaries is terminated at any time within the two years following a Change of Control by the Company and any of its Subsidiaries 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, and the Company shall be required to provide, subject to Executive's execution of a general release in favor of the Company substantially in the form attached hereto as Exhibit A (the "Release"), the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's employment by the Company and any of its Subsidiaries is terminated prior to a Change of Control by the Company and any of its Subsidiaries without Cause in connection with or in anticipation of a Change of Control, Executive shall be entitled to the benefits provided hereafter in Sections 3 and 4 and as otherwise set forth in this Agreement, but only if an anticipated Change of Control actually occurs, and Executive's Termination Date shall be deemed to have occurred immediately following the Change of Control. Notwithstanding the preceding sentence, in the event of any such termination, Executive shall continue to receive Executive's Base Salary at the annual rate in effect immediately prior to such termination (but not less than the annual rate in effect on the date of this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date of the anticipated Change of Control, provided, however that such Base Salary and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that would have resulted in the anticipated Change of Control terminates, whichever is applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 14, 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 of Control Severance In addition to the rights of the Employee under the Company's employee benefit plans (paragraphs C of Section 3 above) but in lieu of any severance payment under paragraph F of this Section 4 above, if there is a Change in Control of the Company (as defined below) and the employment of the Employee is concurrently or subsequently terminated (a) by the Company without cause, (b) by the expiration of the Term of this Employment Agreement, or (c) by the resignation of the Employee because he has reasonably determined in good faith that his titles, authorities, responsibilities, salary, bonus opportunities or benefits have been materially diminished, that a material adverse change in his working conditions has occurred, that his services are no longer required in light of the Company's business plan, or the Company has breached this Employment Agreement, the Company shall pay the Employee, as a severance payment, at the time of such termination, the amount of Six Hundred Fifty Thousand Dollars ($650,000) together with the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of termination and shall provide him with all of this benefits under paragraph C of Section 3 above for the longer of six (6) months or the full unexpired Term of this Employment Agreement. If any such termination occurs at or after the substantial completion of the liquidation of the assets of the Company, the severance payment shall be increased by adding Eighty-One Thousand Two Hundred Fifty Dollars ($81,250) to such amount. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. For the purpose of this Employment Agreement, a Change in Control of the Company has occurred when: (a) any person (defined for the purposes of this paragraph G to mean any person within the meaning of Section 13 (d) of the Securities Exchange Act of 1934 (the "Exchange Act")), other than Neoprobe or an employee benefit plan created by its Board of Directors for the benefit of its employees, either directly or indirectly, acquires beneficial ownership (determined under Rule 13d-3 of the Regulations promulgated by the Securities and Exchange Commission under Section 13(d) of the Exchange Act) of securities issued by Neoprobe having fifteen percent (15%) or more of the voting power of all the voting securities issued by Neoprobe in the election of Directors at the next meeting of the holders of voting securities to be held for such purpose; (b) a majority of the Directors elected at any meeting of the holders of voting securities of Neoprobe are persons who were not nominated for such election by the Board of Directors or a duly constituted committee of the Board of Directors having authority in such matters; (c) the stockholders of Neoprobe approve a merger or consolidation of Neoprobe with another person other than a merger or consolidation in which the holders of Neoprobe's voting securities issued and outstanding immediately before such merger or consolidation continue to hold voting securities in the surviving or resulting corporation (in the same relative proportions to each other as existed before such event) comprising eighty percent (80%) or more of the voting power for all purposes of the surviving or resulting corporation; or (d) the stockholders of Neoprobe approve a transfer of substantially all of the assets of Neoprobe to another person other than a transfer to a transferee, eighty percent (80%) or more of the voting power of which is owned or controlled by Neoprobe or by the holders of Neoprobe's voting securities issued and outstanding immediately before such transfer in the same relative proportions to each other as existed before such event. The parties hereto agree that for the purpose of determining the time when a Change of Control has occurred that if any transaction results from a definite proposal that was made before the end of the Term of this Employment Agreement but which continued until after the end of the Term of this Employment Agreement and such transaction is consummated after the end of the Term of this Employment Agreement, such transaction shall be deemed to have occurred when the definite proposal was made for the purposes of the first sentence of this paragraph G of this Section 4.

  • Change in Control Benefits Agreement shall mean any separate agreement between Participant and the Corporation which provides Participant with special vesting acceleration and/or other special benefits with respect to one or more awards of restricted stock units made to Participant for shares of Common Stock, including (to the extent applicable) the restricted stock units evidenced by this Agreement, in the event of a change in control or ownership of the Corporation (whether or not constituting a Change in Control hereunder).

  • Change in Control Severance If, following the occurrence of a Change in Control, the Company or an Affiliate terminates the Executive's employment during the Post-Change Period other than as described in clause (i), (ii) or (iii) of Section 8(a), or if the Executive terminates his employment pursuant to Section 8(b), the Executive shall not be entitled to the severance compensation described in Section 7, and the Company will (i) pay or cause to be paid to the Executive the amounts described in Sections 8(c)(1), 8(c)(2), 8(c)(3), 8(c)(6) and 8(c)(7) within five business days after the Termination Date; (ii) pay or cause to be paid to the Executive the amount described in Section 8(c)(4), such amount to be payable no earlier than the date on which such Incentive Pay, if any, would have been paid under the applicable plan or policy of the Company absent such termination of employment; and (iii) provide the Executive the benefits described in Section 8(c)(5) for the period described therein.

  • Change in Control Severance Benefits If there is a Change in Control, and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections.

  • Accrued Benefit 1.05 1.16 Nonforfeitable ............................................. 1.05 1.17 Plan Year/Limitation Year .................................. 1.05 1.18 Effective Date ............................................. 1.05 1.19 Plan Entry Date ............................................ 1.05 1.20

  • Early Termination Benefit If Early Termination occurs, the Bank shall distribute to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Article.

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