Change in Control Payment definition

Change in Control Payment shall have the meaning stated in Section 6.4 hereof.

Change in Control Payment means a lump sum payment in an amount equal to the sum of (i) 300% of Executive's annual base salary as in effect pursuant to Section 2.1 immediately prior to Executive's termination of employment with Company and (ii) three times 45% of the maximum annual incentive bonus amount pursuant to Section 2.2 that Executive could have earned for the year during which Executive's employment with Company terminates.

Change in Control Payment means a payment or other benefit, including the Severance Payment, received or to be received by the Employee from any Tax Affiliate in connection with a Change in Control of the Company or the termination of the Employee's employment by the Company, whether that payment or other benefit has been paid or is payable pursuant to this Agreement or otherwise.

Examples of Change in Control Payment in a sentence

• If (a) a Change in Control is consummated, and (b) within twelve (12) months following such Change in Control (the “Protection Period”), (i) the Company terminates the Executive’s employment for any reason (other than for Just Cause or the Executive’s death or disability) or (ii) the Executive resigns for Good Reason (each, a “Qualifying Termination”), the Executive shall be eligible to receive the Change in Control Payment, pursuant to the terms hereof.

• This waiver and relinquishment is in consideration for the right to the Change in Control Payment under the terms of this Agreement, which is in addition to, the compensation and benefits that the Executive would otherwise be eligible to receive, and applies whether or not the Executive actually receives the Change in Control Payment hereunder.

• The Change in Control Payment provided in this Agreement is intended to supersede and replace any severance pay and benefits (other than such pay or benefits payable with respect to cash or equity-based incentive arrangements) to which the Executive may otherwise be entitled as a result of any termination from employment, and by executing this Agreement the Executive agrees to waive, forego and forever relinquish any right or entitlement to receive compensation or benefits under any Other Agreements.

More Definitions of Change in Control Payment

Change in Control Payment means an amount equal to the sum of (i) two and one-half times the sum of (A) Executive’s annual base salary as in effect pursuant to Section 2.1 immediately prior to Executive’s termination of employment with Company and (B) the target annual incentive bonus amount that Executive could have earned for the year during which Executive’s employment with Company terminates, plus (ii) the target annual incentive bonus amount that Executive could have earned for the year during which Executive’s employment with Company terminates, multiplied by a fraction, the numerator of which is the number of days that have elapsed from the beginning of such year through the date of termination and the denominator of which is the total number of days in such year (the “Pro-Rata Bonus”).

Change in Control Payment shall be equal to two times the sum of (i) Executive’s then current annualized base salary; and (ii) the higher of (x) Executive’s Target Bonus in effect on the last day of the Fiscal Year that ended immediately prior to the year in which the Termination Date occurs, or (y) the average of the cash bonuses paid by the Company to Executive for the three Fiscal Years preceding the Termination Date.

Change in Control Payment means any payment or distribution by the Corporation in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of Executive that is contingent on a Change in Control, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise.

Change in Control Payment means the sum of the following amounts:

Change in Control Payment means an amount equal to two (2) times the full annual base salary in effect for the year of termination plus two (2) times the full year's bonus opportunity in effect for the year of termination.

Change in Control Payment means an amount equal to three (3) times the Executive’s Salary in effect on the date of a Change in Control. 11

Change in Control Payment has the meaning specified in Section 3.9.