Accelerated Change in Control Benefits definition

Accelerated Change in Control Benefits means (1) the portion of any outstanding Executive equity award (excluding any portion of the equity award forfeited previously in accordance with its terms) that is not vested as of the date Executive’s employment with Employer terminates (the “Separation Date”), which, for awards subject to performance criteria and for which the relevant performance period has not ended as of the Separation Date, will be (a) for awards based on performance over a single one-year period, the average percentage of similar awards earned (based on performance) in the three immediately preceding annual performance periods and (b) for all other awards, at the “target level,” if specified in the award, or at the highest possible award level if no target level is specified, and (2) the portion of all discretionary contributions made by Employer for Executive’s account under any retirement plan, including Employer’s Non-Qualified Deferred Compensation and Long-Term Incentive Plan (the “LTIP”), that is not vested as of the Separation Date;

Examples of Accelerated Change in Control Benefits in a sentence

  • If, during the one-year period following a Change in Control, Employer terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason, Employer shall, except as otherwise provided in this Agreement, pay Executive the Cash Change in Control Benefits and the Continuing Change in Control Benefits, and the Accelerated Change in Control Benefits shall vest and be settled, on the schedule specified in Section 2(b)(iv).

  • Schedule B The example below does not include a calculation of potential cutbacks to, or reductions or forfeitures of, Change in Control Benefits or address the schedule for making payments of Cash Change in Control Benefits or Continuing Change in Control Benefits or accelerating the vesting or settlement of Accelerated Change in Control Benefits.

Related to Accelerated Change in Control Benefits

  • Change in Control Benefits means the following benefits:

  • Change in Control Benefit means the benefit described in Section 2.4.

  • Change in Control Severance Benefits means the benefits payable pursuant to Section 3 of this Agreement.

  • Change in Control Termination means an “Involuntary Termination Without Cause” or “Resignation for Good Reason,” either of which occurs on, or within three (3) months prior to, or within twelve (12) months following, the effective date of a Change in Control, provided that any such termination is a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). Death and disability shall not be deemed Change in Control Terminations.

  • 409A Change in Control means a “Change in Control” which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of § 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

  • Change in Control Period means the period beginning three (3) months prior to a Change in Control and ending twelve (12) months following a Change in Control.

  • Termination Benefits means the benefits described in Section 4.1(b).

  • Severance Benefits mean the payment of severance compensation as provided in Section 2.3 herein.

  • Change in Control Date means the date on which a Change in Control occurs.

  • Termination After Change in Control means either of the following events occurring within twelve (12) months after a Change in Control:

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Nonqualifying Termination means a termination of the Executive’s employment (1) by the Company for Cause, (2) by the Executive for any reason other than a Good Reason, (3) as a result of the Executive’s death or (4) by the Company due to the Executive’s absence from his duties with the Company on a full-time basis for at least 180 consecutive days as a result of the Executive’s incapacity due to physical or mental illness.

  • A "CHANGE IN CONTROL means an Ownership Change Event or a series of related Ownership Change Events (collectively, the "TRANSACTION") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the "TRANSFEREE CORPORATION(S)"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

  • Severance Benefit means the payment of severance compensation as provided in Article III.

  • Severance Amount means:

  • Change in Control means the occurrence of any of the following events:

  • Potential Change in Control Period shall commence upon the occurrence of a Potential Change in Control and shall lapse upon the occurrence of a Change in Control or, if earlier (i) with respect to a Potential Change in Control occurring pursuant to Section 18.15(A), immediately upon the abandonment or termination of the applicable agreement, (ii) with respect to a Potential Change in Control occurring pursuant to Section 18.15(B), immediately upon a public announcement by the applicable party that such party has abandoned its intention to take or consider taking actions which if consummated would result in a Change in Control or (iii) with respect to a Potential Change in Control occurring pursuant to Section 18.15(C) or (D), upon the one year anniversary of the occurrence of a Potential Change in Control (or such earlier date as may be determined by the Board).

  • Change of Control Termination means (i) a Termination Without Cause of the Employee’s employment by the Employer (other than for death or disability) within twelve (12) months after a Change of Control or (ii) the Employee’s resignation for Good Reason within twelve (12) months after a Change of Control.

  • Qualifying Change in Control means the date on which there occurs a Change in Control that also qualifies as: (i) a change in the ownership of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(v) of the Treasury Regulations, (ii) a change in the effective control of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vi) of the Treasury Regulations, or (iii) a change in the ownership of a substantial portion of the assets of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vii) of the Treasury Regulations.

  • Severance Payments shall have the meaning set forth in Section 6.1 hereof.

  • Severance Pay means any amount that is payable in cash and is identified by a Participating Company as severance pay, or any amount which is payable on account of periods beginning after the last date on which an employee (or former employee) is required to report for work for a Participating Company.

  • Separation Benefits has the meaning accorded such term in Section 3.04.

  • Termination Benefit means the benefit set forth in Article 7.

  • Compensation Accrued at Termination means the following:

  • Qualifying Termination means a termination of the Executive’s employment either (i) by a Company Group member without Cause (excluding by reason of Executive’s death or Disability) or (ii) by the Executive for Good Reason, in either case, during the Change in Control Period (a “Qualifying CIC Termination”) or outside of the Change in Control Period (a “Qualifying Non-CIC Termination”).