Change-in-Control Severance Payments means (i) pro-rated based on the number of days worked by Executive during the year as of the Termination Date, the greater of any annual target cash bonus opportunity, if any, for the year of termination or the highest actual annual cash bonus paid during the three preceding completed years (a cash bonus does not refer to a distribution of cash made to Executive as a result of Executive’s ownership interests in the Company or any affiliated entity); (ii) a lump sum cash payment, payable on the Termination Date, equal to the sum of the following: (x) the greater of $350,000 or Executive’s then-current Base Salary, and (y) any unpaid annual bonus for the preceding calendar year; (iii) accelerated vesting of any outstanding equity grants to Executive so that such equity grants vest completely as of the Termination Date; and (iv) continuation health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) during the twelve-month period following the Termination Date (the “COBRA Coverage Period”), provided, however, that, these payments for continuation coverage under COBRA shall cease prior to the end of the COBRA Coverage Period if the Executive becomes eligible for other group health insurance coverage from a new employer, and provided further that such coverage provided during the COBRA Coverage Period shall be included in (and not in addition to) the continuation period under COBRA; provided, further, that such payments shall be limited to the employer contribution that the Company would have made to provide health insurance to Executive and any dependents if Executive had remained employed by the Company following the Termination Date.
Change-in-Control Severance Payments means (i) a pro-rated annual cash bonus for the year in which the Termination Date occurs (calculated based on the annual target cash bonus opportunity for the year of termination), payable when bonuses are paid to other executives of the Company in the year following the year of the Termination Date; (ii) a lump sum cash payment, payable on the Termination Date, equal to three times the sum of the following: (x) one year’s Base Salary at the annualized rate then in effect (or the rate that should be in effect but for any Base Salary diminution), (y) the greater of the annual target cash bonus opportunity for the year of termination or the highest actual annual cash bonus paid during the three preceding completed years, and (z) any target long-term incentive award granted pursuant to Section 3(c) above for the year of the Termination Date; (iii) Medical Payment Amounts (as defined below) payable each month, commencing on the first day of the month following the Termination Date and continuing until the earlier of 36 months following the Termination Date or the date on which Executive becomes employed by a third party and becomes eligible to participate in such third party’s group health plan; and (iv) to the extent permissible under applicable law and under any insurance policy insuring the Company’s health plan (if any), access to continued coverage under the Company’s health plan with the full cost payable by Executive for a period of up to 36 months commencing on the first day of the month following the Termination Date.
Change-in-Control Severance Payments means the various payments and benefits to which the Executive may become entitled under Paragraph 14 of Part Three of this Agreement upon his Involuntary Termination in connection with a Change in Control.
Examples of Change-in-Control Severance Payments in a sentence
If Executive’s employment hereunder is terminated by the Company without Cause or by Executive for Good Reason within two years following or six months prior to a Change in Control, Executive shall receive the benefits described in Section 5(c), except that Executive shall receive the Change-in-Control Severance Payments in lieu of the Severance Payments.
More Definitions of Change-in-Control Severance Payments
Change-in-Control Severance Payments means (i) a pro-rated annual cash bonus for the year in which the Termination Date occurs (calculated based on the annual target cash bonus opportunity for the year of termination), payable the later of (A) when bonuses are paid to other executives of the Company in the year following the year of the Termination Date or (B) the first business day following the six (6) month anniversary of the Termination Date; (ii) a lump sum cash payment, payable on the first business day following the six (6) month anniversary of the Termination Date, equal to (A) three (3) times the sum of the following: (x) one year’s Base Salary at the annualized rate then in effect (or the rate that should be in effect but for any Base Salary diminution), and (y) the greater of the annual target cash bonus opportunity or the highest actual annual cash bonus paid during the three (3) preceding completed years; plus (B) in addition to the accrued but unused PTO days paid in accordance with Section 5.1(a)(v) above, any additional PTO days for years prior to the Termination Date that have been accrued but unused by Executive; (iii) Medical Payment Amounts payable each month and continuing until the earlier of thirty-six (36) months following the Termination Date or the date on which Executive becomes employed by a third party and becomes eligible to participate in such third party’s group health plan; and (iv) to the extent permissible under applicable law and under any insurance policy insuring the Company’s health plan (if any), access to continued coverage under the Company’s health plan with the full cost payable by Executive for a period of up to thirty-six (36) months commencing on the first day of the month following the Termination Date.
Change-in-Control Severance Payments means (A) a lump-sum payment of two and one-half (2.5) times the sum of (x) twelve (12) months of Base Salary and (y) Executive’s annual target bonus for the fiscal year in which termination occurs; and (B) COBRA Continuation Payments for eighteen (18) months following the date employment terminates (provided that Executive has not obtained health coverage from any other source and is not eligible to receive health coverage from any other employer, in which event Executive shall promptly notify the Company of the alternative health coverage and shall no longer be entitled to reimbursement), at the times provided in Section 3.2(f), below. The treatment of Executive’s equity awards, if any, shall be governed by the terms of the applicable plans or grant agreements, except as explicitly provided to the contrary pursuant to this Agreement. For purposes of this Agreement, “Change in Control” shall mean the first to occur of the following: (i) the sale, lease, exchange, encumbrance or other disposition (other than licenses that do not constitute an effective disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole, and the grant of security interests in the ordinary course of business) by the Company of all or substantially all of the Company’s assets; or (ii) the merger or consolidation of the Company with or into any other entity, other than a merger or consolidation that would result in the Class A Common Stock of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its sole parent entity) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its sole parent entity outstanding immediately after such merger or consolidation. Notwithstanding the foregoing, a transaction shall not constitute a Change in Control unless the transaction also constitutes a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation within the meaning of Section 409A and the 409A Regulations.