Change in Control Compensation definition

Change in Control Compensation means (A) Employee’s earned but unpaid annual base salary and earned but unpaid bonus compensation as of the date of the Change in Control; plus (B) an amount equal to two times Employee’s annual base salary in effect immediately prior to the Change in Control (or, if earlier, immediately prior to the date Employee’s employment terminates); plus (C) an amount equal to two times the average bonus paid by the Company to Employee for the three calendar years immediately prior to the Change in Control (or, if fewer than three years, the number of calendar years Employee was employed prior to the Change in Control); plus (D) an amount equal to the per diem rate of Employee’s accrued but unpaid vacation time; minus (E) the amount payable to Employee under Section 3(b) of this Agreement. Any outstanding stock options and unvested restricted stock and stock awards held by Employee as of the Change in Control shall be treated in accordance with the terms of the equity plan and the award agreement governing such awards.”

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Change in Control Compensation means a lump sum payment in an amount equal to 150% of Executive’s annual Base Salary (at the highest rate in effect during the period beginning six months immediately prior to the effective date of the Change in Control through the date of termination). In addition, as part of the Change in Control Compensation, NMHC also shall pay (in periodic installments until the end of the COBRA Period)

Change in Control Compensation. Executive Employment Agreement Schedule 2 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Thirty-six semi-monthly payments (such that said payments will be made over an 18 month period), paid in accordance with Bank’s normal payroll procedures, each in an amount equal to one-twenty-fourth (1/24) of the aggregate Cash Compensation paid by Bank to Employee during the twelve (12) full calendar months prior to the Employee’s Termination of Employment with Bank. Employee shall also be entitled to (i) if Employee elects COBRA coverage, Bank agrees to pay Employee’s COBRA premiums (including premiums for spouse and/or family coverage if elected by Employee) for 18 months (the “Benefit Continuation Period”). The foregoing notwithstanding, if Employee becomes employed at any time during the Benefit Continuation Period by an employer that offers group medical insurance coverage to its employees, when Employee becomes eligible for such coverage, the benefits provided under this paragraph shall cease. Employee shall promptly notify Bank of the name of Employee’s new employer upon acceptance of any subsequent employment and shall advise Bank as to whether and when such group medical benefits are available, (ii) transfer of title of company car to from Bank to Employee, (iii) eighteen (18) months continuation of the following benefits set forth in Schedule 3: membership in the Country Club of Missouri, and (iv) to the extent permitted by law and provided that it does not violate any then applicable nondiscrimination rules, an annual physical exam by a physician of Employee’s choice.

Examples of Change in Control Compensation in a sentence

• The Change in Control Compensation shall be paid to Executive within ten (10) days of the Change in Control.

• If for any reason any court determines that any of the restrictions contained in Section 8 hereof are not enforceable, the Company shall have no obligation to pay the Change in Control Compensation or any remaining installment thereof to Employee.

• Subject to Section 10 hereof, the Change in Control Compensation shall be payable in 12 monthly installments commencing on the first day of the month following the date of termination.

• If for any reason any court determines that any of the restrictions contained in Section 8 hereof are not enforceable, the Company shall have no obligation to pay the Change in Control Compensation or any remaining installment thereof to Executive.

• If Executive receives any Change in Control Compensation under this Section 6, he or she shall not be entitled to receive any Severance Payments under Section 5(c)(ii) or 5(e) hereof.

• If any payment hereunder, including but not limited to, a Severance Payment under Section 5(c)(ii) or 5(e) or Change in Control Compensation under Section 6, would not be deductible by the Company for federal income tax purposes by reason of Code section 162(m), or any similar or successor statute (excluding Code section 280G), such payment shall be deferred and the amount thereof shall be paid to Executive at the earliest time that such payment shall be deductible by the Company.

• At the option of the Company, the Change in Control Compensation shall be payable either in a lump sum cash payment or in twenty-four (24) monthly installments commencing on the first day of the month following termination of this Agreement.

• If Executive receives the Severance Benefits under this Section 5, he shall not be entitled to also receive the Change in Control Compensation under Section 6 hereof.

• The Company and the Executive are Parties to that certain Change in Control Compensation Agreement dated as of the 1st day of January, 2009 (the "Agreement").

• Employee agrees and acknowledges, however, that Employee will forfeit the right to receive Change in Control Compensation and benefits during such period immediately upon the Employee’s breach of any covenant set forth in Section 6 of this Agreement.

More Definitions of Change in Control Compensation

Change in Control Compensation means a lump sum payment in an amount equal to 150% of Executive’s annual Base Salary (at the highest rate in effect during the period beginning six months immediately prior to the effective date of the Change in Control through the date of termination); provided, however, that if a Key Man Change is the sole basis for the Change in Control, then “Change in Control Compensation” shall mean a lump sum payment in an amount equal to 100% of Executive’s annual Base Salary. In addition, as part of the Change in Control Compensation, NMHC also shall pay (in periodic installments during the COBRA Period)

Change in Control Compensation. Thirty-six semi-monthly payments (such that said payments will be made over an 18 month period), paid in accordance with Bank’s normal payroll procedures, each in an amount equal to one-twenty-fourth (1/24) of the aggregate Cash Compensation paid by Bank to Employee during the twelve (12) full calendar months prior to the Employee’s Termination of Employment with Bank. Employee shall also be entitled to (i) continuation of the same form of coverage (e.g., Employee only, Employee and spouse, family, etc.) as in effect on Employee’s termination date for health, dental, and life insurance until Employee is eligible for full Medicare coverage,* (ii) transfer of title of company car to from Bank to Employee, and (iii) eighteen (18) months continuation of the following benefits set forth in Schedule 3: membership in the Country Club of Missouri.

Change in Control Compensation specified in Schedule 2.

Change in Control Compensation. Thirty-six semi-monthly payments (such that said payments will be made over an 18 month period), paid in accordance with Bank’s normal payroll procedures, each in an amount equal to one-twenty-fourth (1/24) of the aggregate Cash Compensation paid by Bank to Employee during the twelve (12) full calendar months prior to the Employee’s Termination of Employment with Bank. Employee shall also be entitled to (i) continuation of the same form of coverage (e.g., Employee only, Employee and spouse, family, etc.) as in effect on Employee’s termination date for health, dental, and life insurance until Employee is eligible for full Medicare coverage,* (ii) transfer of title of company car to from Bank to Employee, and (iii) eighteen (18) months continuation of the following benefits set forth in Schedule 3: membership in the West Plains Country Club.

Change in Control Compensation means the sum of (A) any and all earned but unpaid Base Salary and earned but unpaid bonus compensation as of the date of the Change in Control; (B) five (5) times the Base Salary; and (C) five (5) times the average bonus paid by PSID and/or VeriChip to Executive for the three (3) full calendar years immediately prior to the Change in Control; provided, however, in no event shall the Change in Control Compensation exceed 10% of the Transaction Value (as defined below). The Change in Control Compensation shall be paid to Executive within ten (10) days of the Change in Control. In addition, any outstanding stock options and unvested restricted stock held by Executive as of the Change in Control shall become vested and exercisable as of such date, and shall remain exercisable as of the life of the option. Further, PSID shall continue to pay all lease payments on the vehicle then used by Executive, which vehicle is being leased by PSID for use by Executive. Notwithstanding anything herein to the contrary, a Change in Control shall not be triggered by a transaction between PSID and any person or entity who is an affiliate as of the date hereof.