Annualized Total Compensation means Base Salary plus Annual Bonus (at the target level) for one year at the rate in effect immediately before the date of your Separation from Service, but, for these calculations only, your Base Salary and target bonus percentage shall not be less than the amount set forth in Section 3, above.
Annualized Total Compensation means, as of any date, the sum of Executive’s Base Salary as of such date and Target Annual Bonus applicable to the Year that includes such date.
Annualized Total Compensation means, as of any date, the sum of Executive's Base Salary as of such date and (i) if the determination is being made prior to the occurrence of a Change of Control, then the average of the Annual Bonuses earned by Executive with respect to each of the previously completed Years occurring during the Employment Period (up to a maximum of the three most recently completed Years); provided, that if such Termination of Employment occurs prior to the end of the first Year ending during the Employment Period, then an amount equal to the Target Annual Bonus applicable to the Year that includes such date or (ii) if the determination is being made following a Change of Control, the Target Annual Bonus applicable to the Year that includes such date.
Examples of Annualized Total Compensation in a sentence
The Company will pay you an amount equal to one and one-half times your Annualized Total Compensation (“Severance Pay”), subject to the execution by you of the Company’s customary release, which amount shall be payable in equal installments on the 15th and last days of each of the 18 months following your Separation Date (if the 15th or last day of a month is not a business day, on the closest business day to such).
The Company will pay you an amount equal to one times your Annualized Total Compensation (“Severance Pay”), subject to your prompt execution of the Company’s customary release, which amount shall be payable in equal installments on the 15th and last days of each of the 12 months following the 30th day after the date of your Separation from Service (if the 15th or last day of a month is not a business day, on the closest business day to such date.
The parties hereby deem the payment of 18 months of Annualized Total Compensation (which shall not be in addition to amounts payable to you pursuant to paragraph 4(a) hereof) to be the minimum consideration for the restrictive covenant obligations set forth below.
The Company will pay you an amount equal to one times your Annualized Total Compensation (“Severance Pay”), subject to your prompt execution of the Company’s customary release, which amount shall be payable in equal installments on the 15th and last days of each of the 12 months following the 30th day after the date of your Separation from Service (if the 15th or last day of a month is not a business day, on the closest business day to such date).
The parties hereby deem the payment of 12 months of Annualized Total Compensation (which shall not be in addition to amounts payable to you pursuant to paragraph 4(a) hereof) to be the minimum consideration for the restrictive covenant obligations set forth below.
More Definitions of Annualized Total Compensation
Annualized Total Compensation means Base Salary plus Annual Bonus (as if all necessary targets and objectives were met) for one year at the rate in effect immediately before the Termination Date. In addition, all outstanding stock options, grants, restricted stock awards or other equity grants issued to you will vest 100% immediately either as of the Termination Date (in the case of a termination by the Company without Cause or a termination by you for Good Reason) or prior to the Change of Control becoming effective (solely in the event that upon or in connection with such Change of Control your employment with the Company is terminated without Cause or you terminate your employment for Good Reason), as applicable. The payments under this paragraph are in lieu of any notice requirements of any Canadian national or provincial law. In the event of any termination, you agree to resign as an officer and director of the Company and its subsidiaries and affiliates.
Annualized Total Compensation means the Executive's Base Salary, target bonus opportunity (as if all targets and objectives were met) and car allowance for one year, at the rate in effect immediately before the Executive's termination date.
Annualized Total Compensation means Base Salary plus Annual Bonus (as if all necessary targets and objectives were met) for one year at the rate in effect immediately before the Termination Date. For purposes of calculating Annualized Total Compensation in connection with this Section II, Annual Bonus shall be computed at a rate no less than the Annual Bonus rate set forth in Section I(ii) hereof. If the Company terminates your employment without Cause, or if you terminate your employment for Good Reason, following a Change in Control, as defined in Annex A, such amount will be increased to three times rather than one and one-half times Annualized Total Compensation and, if applicable, you will be entitled to receive Gross-Up Payments as described in Annex B. Any termination by the Company without Cause or termination by you for Good Reason, which takes place within six (6) months prior to a Change in Control, shall be, presumptively, a termination following a Change in Control. Upon any termination by the Company without Cause or termination by you for Good Reason, all outstanding stock options, grants, restricted stock awards or other equity grants issued to you will vest 100% immediately either as of the Termination Date (in the case of a termination by the Company without Cause or a termination by you for Good Reason) or prior to the Change in Control becoming effective (solely in the event that upon or in connection with such Change in Control your employment with the Company is terminated without Cause or you terminate your employment for Good Reason), as applicable. The payments under this paragraph are in lieu of any notice requirements of any Canadian federal or provincial law. In the event of any termination of your employment, you agree to resign as an officer and director of the Company and its subsidiaries and affiliates. Your rights of indemnification under the Company's and its subsidiaries' and affiliates' organizational documents, any plan or agreement at law or otherwise and your rights thereunder to director's and officer's liability insurance coverage for, in both cases, actions as an officer and director of the Company and its affiliates shall survive any termination of your employment. In addition, effective immediately, you will be granted a restricted stock award of 75,000 common shares, no par value, of the Company ("COMMON SHARES") to be issued under the Company's stock option plan or long term incentive plan or in accordance with Canadian law or regulation (t...
Annualized Total Compensation means Base Salary plus Annual Bonus (as if all necessary targets and objectives were met) for one year at the rate in effect immediately before termination. In addition, all outstanding stock options, grants, restricted stock awards or other equity grants issued to you will vest 100% immediately prior to the Change of Control becoming effective. The payments under this paragraph are in lieu of any notice requirements of any Canadian national or provincial law. In the event of any termination, you agree to resign as an officer and director of the Company and its affiliates.
Annualized Total Compensation means Base Salary plus Annual Bonus (as if all necessary targets and objectives were met) for one year at the rate in effect immediately before the Termination Date. If the Company terminates your employment without Cause, or if you terminate your employment for Good Reason, following a Change in Control, as defined in Annex A, such amount will be increased to three (3) times rather than one time Annualized Total Compensation and, if applicable, you will be entitled to receive Gross-Up Payments as described in Annex B. Any termination by the Company without Cause or termination by you for Good Reason, which takes place within six (6) months prior to a Change in Control, shall be, presumptively, a termination following a Change in Control. Upon any termination by the Company without Cause or termination by you for Good Reason, all outstanding stock options, grants, restricted stock awards or other equity grants issued to you will vest 100% immediately either as of the Termination Date (in the case of a termination by the Company without Cause or a termination by you for Good Reason) or prior to the Change in Control becoming effective (solely in the event that upon or in connection with such Change in Control your employment with the Company is terminated without Cause or you terminate your employment for Good Reason), as applicable. The payments under this paragraph are in lieu of any notice requirements of any Canadian federal or provincial law. In the event of any termination of your employment, you agree to resign as an officer and director of the Company and its subsidiaries and affiliates. In addition, effective immediately, you will be granted options to purchase an aggregate of 35,000 common shares, no par value, of the Company (“Common Shares”) to be issued under the Company’s stock option plan or long term incentive plan or in accordance with Canadian law or regulation (the “Initial Grant”). The exercise price of the options comprising the Initial Grant shall be equal to the closing price of the Common Shares on the Toronto Stock Exchange on December 31, 2002. All options in the Initial Grant shall vest 25% per year over four (4) years beginning on the first anniversary of the date the options are granted and then on each succeeding anniversary of the date the options are granted provided you are then employed. Each year, you will also be considered by the Board or the applicable committee thereof to receive additional incentive compensation under...
Annualized Total Compensation means, as of any date, the sum of (i) an amount equal to the greater of (a) the Severance Amount and (b) Executive's then current Base Salary plus (ii) an amount equal to the average Annual Bonus paid to Executive for the previous two (2) calendar Years during the Employment Period.
Annualized Total Compensation means Base Salary plus Annual Bonus (at the target level) for one year at the rate in effect immediately before the Termination Date. Notwithstanding the foregoing, if the transaction contemplated by the Combination Agreement does not occur by June 30, 2004, and there is no failure on the Company’s part to perform its obligations as referenced in Annex A paragraph c (iv) & (v), you agree to remain as an employee of the Company for a period of at least 24 months from your first day of employment with the Company and shall work on other strategic acquisitions and strategies among such other duties and responsibilities as the Chief Executive Officer shall designate. Upon any termination by the Company without Cause or any termination by you for Good Reason, in either case, after the Closing Date, except as may be set forth in any award agreement, all outstanding stock options, grants, restricted stock awards or other equity grants (excluding the Initial Performance Units or Replacement Performance Units, as applicable) issued to you will vest 100% immediately as of the Termination Date. With respect to the Initial Performance Units, upon a termination of your employment by the Company without Cause or any termination by you for Good Reason, in either case, after the Closing Date: (i) the measurement date for purposes of calculating the payout under those Initial Performance Units that are linked to Cost Savings shall be the date of your termination and (ii) the Initial Performance Units that are linked to Normalized Earnings Per Share objectives shall vest and be payable, if at all, on the same terms and conditions that would have applied had your employment not been terminated (the Replacement Performance Unit award agreement will specify, in accordance with the Board’s determination in Section I (iv) above, the vesting and measurement provisions in the event of such a termination). In the event of any termination of your employment, you agree to resign as an officer and director of the Company and its subsidiaries and affiliates. Your rights of indemnification under the Company’s and its subsidiaries’ and affiliates’ organizational documents, any plan or agreement at law or otherwise and your rights thereunder to director’s and officer’s liability insurance coverage for, in both cases, actions as an officer and director of the Company and its affiliates shall survive any termination of your employment. The Company shall provide you with term life insurance ...