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) (i) COBRA payments in respect of the continuation of health benefits for Executive, Executive’s spouse and Executive’s children and (ii) payments to fund dental coverage for Executive, Executive’s spouse and Executive’s children comparable to the dental coverage that they would have received if Executive had continued as an employee of NMHC.
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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.
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Examples of Change in Control Compensation in a sentence

  • The church seeks to do this in its worship services and prayer meetings where the preaching is focussed on the message of the Bible and the good news about Jesus.

  • 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 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.

  • 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.

  • 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.

  • 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.

  • Senior Officer Change in Control Compensation Benefits Plan, as set forth in this document.

  • 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").

  • 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.

  • 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.


More Definitions of Change in Control Compensation

Change in Control Compensation specified in Schedule 2.
Sample 1
Change in Control Compensation. Executive Employment Agreement Schedule 2 Xxxxx X. Xxxxxxx 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.
Sample 1
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.
Sample 1
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) (i) COBRA payments in respect of the continuation of health benefits for Executive, Executive’s spouse and Executive’s children and (ii) payments to fund dental coverage for Executive, Executive’s spouse and Executive’s children comparable to the dental coverage that they would have received if Executive had continued as an employee of NMHC.
Sample 1
Change in Control Compensation means 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) (i) COBRA payments in respect of the continuation of health benefits for Executive, Executive’s spouse and Executive’s children and (ii) payments to fund dental coverage for Executive, Executive’s spouse and Executive’s children comparable to the dental coverage that they would have received if Executive had continued as an employee of NMHC.
Sample 1
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.
Sample 1

Related to Change in Control Compensation

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

  • Change in Control Benefits means the following benefits:

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

  • 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”).

  • 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.

  • 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).

  • Termination Compensation means a monthly cash amount equal to one-twelfth ( 1/12th) of the highest amount of the annual cash compensation (including cash bonuses and other cash-based compensation, including for these purposes amounts earned or payable whether or not deferred) received by Executive during any one of the three (3) calendar years immediately preceding the calendar year in which Executive’s Termination Date occurs; provided, that if the cash compensation received by Executive during the Termination Year exceeds the highest amount of the annual cash compensation received by Executive during any one of the immediately preceding three (3) consecutive calendar years, the cash compensation received by Executive during the Termination Year shall be deemed to be Executive’s highest amount of annual cash compensation. In no event shall Executive’s Termination Compensation include equity-based compensation (e.g., income realized as a result of Executive’s exercise of non-qualified stock options or other stock based benefits).

  • Severance Compensation means the compensation set forth in (i), (ii), and (iv) above.

  • 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.

  • Earned Compensation means any Annual Base Salary earned, but unpaid, for services rendered to the Company on or prior to the date on which the Employment Period ends pursuant to Section 3(a) (but excluding any salary and interest accrued thereon payment of which has been deferred).

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

  • 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.

  • Annual Compensation means an amount equal to the greater of:

  • 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.

  • Severance from Service Date means the earlier of:

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

  • Final compensation of a member means:

  • Current Compensation means all regular wage, salary and commission payments paid by the Company to a Participant in accordance with the terms of his or her employment, but excluding annual bonus payments and all other forms of special compensation.

  • Total Compensation means the cash and noncash dollar value earned by the executive during the Contractor’s preceding fiscal year and includes the following (for more information see 17 CFR 229.402(c)(2)):

  • 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.

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

  • Special compensation means payment to an adult foster care facility to ensure the provision of a specialized program in addition to the basic payment for adult foster care. Special compensation does not include payment received directly from the Medicaid program for personal care services for a resident, or payment received under the supplemental security income program.

  • Accrued Compensation means an amount which shall include all amounts earned or accrued through the "Termination Date" (as hereinafter defined) but not paid as of the Termination Date, including (i) base salary, (ii) reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Company during the period ending on the Termination Date, (iii) vacation pay and (iv) bonuses and incentive compensation (other than the "Pro Rata Bonus" (as hereinafter defined)).

  • Section 409A Deferred Compensation means compensation provided pursuant to an Award that constitutes nonqualified deferred compensation within the meaning of Section 409A.

  • Additional Compensation has the meaning set out in Section 11.3(1).

  • Compensation Accrued at Termination means the following: