Change in Control Plan Year definition

Change in Control Plan Year means the Plan Year in which a Change in Control occurs.
Sample 1Sample 2Sample 3

Examples of Change in Control Plan Year in a sentence

  • In addition to the contributions made pursuant to Section 8.2(c), within 30 days after the last day of the Change in Control Plan Year the Company shall make such additional contributions to a Trust as are required to ensure that the collective assets of all Trusts are, as of the last day of the Change in Control Plan Year, equal to the sum of the present value of all Protected Benefits, except to the extent such contributions would result in a “plan failure” within the meaning of Code Section 409A.

  • Within 30 days after the Salaried 401(k) Plan Profit Sharing Percentage, as defined in Section 5.3(a)(1), is determined for the Change in Control Plan Year, the Profit Sharing Credits due with respect to the Change in Control Plan Year.

  • In addition, within 30 days of the last day of the Change in Control Plan Year and the Post-CIC Plan Year, the additional true-up Matching Credits due under Section 5.2 with respect to the aggregate Base Pay Deferral Credits and Bonus Deferral Credits described in Section 7.3(f)(1)-(3) for that Plan Year.

  • After a Change in Control, the Board may not terminate the Plan as of a date within the Change in Control Plan Year.

  • Deferral Credits with respect to deferrals of any Bonus paid in the Post-CIC Plan Year, where the Bonus is attributable to the Change in Control Plan Year, shall be at the rate elected for the Change in Control Plan Year before the Change in Control.

  • If a Participant's employment terminates for any other reason during a Change in Control Plan Year, then no incentive shall be payable to the Participant for such Plan Year, provided, that at its discretion, the Committee may determine to pay such Participant (other than a Participant terminated for cause) up to a pro rata incentive.

  • Deferral Credits with respect to deferrals of Base Pay paid during the Change in Control Plan Year shall be at the rate elected for the Change in Control Plan Year before the Change in Control.

  • Matching Credits shall be credited for any deferrals of Base Pay or a Bonus paid in the Change in Control Plan Year at a rate not less than the rate for the Change in Control Plan Year that was determined before the Change in Control.

  • After a Change in Control, the Plan may not be terminated as of a date within the Change in Control Plan Year.

  • The average annual rate of the earnings, for the Change in Control Plan Year, on the assets held in all Trusts.

Related to Change in Control Plan Year

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

  • Change in Control Benefits means the following benefits:

  • 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 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.

  • 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 16.20(A), immediately upon the abandonment or termination of the applicable agreement, (ii) with respect to a Potential Change in Control occurring pursuant to Section 16.20(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 16.20(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 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.

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

  • Change in Control Event means any of the following:

  • Clawback Eligible Incentive Compensation means all Incentive-based Compensation Received by an Executive Officer (i) on or after the effective date of the applicable Nasdaq rules, (ii) after beginning service as an Executive Officer, (iii) who served as an Executive Officer at any time during the applicable performance period relating to any Incentive-based Compensation (whether or not such Executive Officer is serving at the time the Erroneously Awarded Compensation is required to be repaid to the Company), (iv) while the Company has a class of securities listed on a national securities exchange or a national securities association, and (v) during the applicable Clawback Period (as defined below).

  • Change in Control Price means the highest price per share of Stock offered in conjunction with any transaction resulting in a Change in Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash) or, in the case of a Change in Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of the Stock on any of the 30 trading days immediately preceding the date on which a Change in Control occurs.

  • Change in Control Protection Period means the period commencing on the date a Change in Control occurs and ending on the first anniversary of such date.

  • Severance from Service Date means the earlier of:

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

  • Average Incentive Compensation means the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);

  • Annual Incentive Award means an Award made subject to attainment of performance goals (as described in Section 14) over a performance period of up to one year (the Company’s fiscal year, unless otherwise specified by the Committee).

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

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

  • 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.

  • Performance Compensation Award means any Award designated by the Committee as a Performance Compensation Award pursuant to Section 11 of the Plan.

  • Covered Employer means the City of Cambridge or a Beneficiary of Assistance.

  • 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).

  • Covered employment means employment in a covered position.