Change of Control Benefits definition

Change of Control Benefits means the Executive's receipt of the Termination Payment or any other payment, benefit or compensation (except for the Additional Amount) which the Executive receives or has the right to receive from the Company or any of its affiliates as a result of a Change of Control Termination.

Change of Control Benefits. (i) The Company shall make a single lump sum severance payment to Executive in an amount equal to Executive’s Base Annual Salary in effect as of the Termination Date, less required tax withholdings and deductions (the “Change of Control Payment”). The Change of Control Payment will be paid within sixty (60) days after the Termination Date, but in no event later than March 15 of the year following the year of termination.

Change of Control Benefits means any payment, benefit or transfer of property in the nature of compensation paid to or for the benefit of Executive under any arrangement which is considered contingent on a Change of Control for purposes of Code Section 280G, including, without limitation, any and all of the Company’s salary, incentive payments, restricted stock, stock option, equity-based compensation or benefit plans, programs or other arrangements, and shall include benefits payable under this Agreement.

Examples of Change of Control Benefits in a sentence

• The Severance Benefits payable under Section 6.4(a) or the Change of Control Benefits payable under Section 6.4(b), if they become applicable under the terms of this Agreement, will be in lieu of any other severance or similar benefits that would otherwise be payable under any other agreement, plan, program or policy of the Company.

• Except to the extent the terms of any applicable benefit plan, policy or program provide otherwise, any benefit programs of the Company that take into account the Employee’s income will exclude any and all Severance Benefits and Change of Control Benefits provided under this Agreement.

• If the Excise Tax on Excess Parachute Payments will be imposed on the Executive under Code section 4999 as a result of the Executive's receipt of the Change of Control Benefits, the Company shall indemnify the Executive and hold him harmless against all claims, losses, damages, penalties, expenses, interest, and Excise Taxes.

• Termination and Change of Control Benefits The Company does not have in place any pension or retirement plan.

• Refer to "Termination And Change of Control Benefits" and "Management Contracts" for further particulars.

More Definitions of Change of Control Benefits

Change of Control Benefits means:

Change of Control Benefits means the Termination Payment and all other payments, benefits or compensation (except for the Additional Amount) which the Employee receives or has the right to receive from the Company or any of its affiliates solely as a result of Employee’s Change of Control Termination.

Change of Control Benefits means the enhanced severance pay and other benefits described in Section 5 of the Plan.

Change of Control Benefits means the benefits provided under Section 4 of the Plan to a Covered Executive on account of a Change of Control.

Change of Control Benefits means the following: (1) within five business days after the date of the termination of the Executive’s employment, the Company shall pay to the Executive a lump sum cash payment in an amount equal to the sum of the Severance Payment and the Prorated Bonus; (2) within 20 days after the date of the termination of the Executive’s employment, the Company shall pay to the Executive a lump sum cash payment in an amount equal to the Benefits Payment (as defined in paragraph 8.1) in full satisfaction of the amounts otherwise payable under the RRP and the SRP (as defined in paragraph 8.1); (3) all options to acquire Shares that have been granted to the Executive, to the extent then outstanding, shall be vested in full upon the Executive’s termination of employment and shall remain exercisable thereafter for the period provided pursuant to the terms thereof, which period shall not be less than 12 months (but in no event shall any such option be exercisable after the expiration of its full original term); (4) any portion of any restricted Shares that may have been granted to the Executive that have not yet vested shall vest in full upon the Executive’s termination of employment and any portion of any performance shares or performance units that may have been granted to the Executive that have not yet vested shall vest in full at the target level upon the Executive’s termination of employment; (5) the Company shall, at its sole expense as incurred, provide the Executive with (I) financial planning services until the third anniversary of the date of the termination of his employment on the same basis as was provided immediately prior to such date, and (II) outplacement services at a cost to the Company not to exceed $30,000, the scope and provider of which shall be selected by the Executive in the Executive’s sole discretion; and (6) the Company shall provide the Executive with Continuation Coverage (as defined in paragraph 8.1).

Change of Control Benefits shall have the meaning ascribed thereto in shall have the meaning ascribed thereto in Section 3.28(i) hereto.

Change of Control Benefits has the meaning set forth in Section 11.1.