Change of Control Severance Payment definition

Change of Control Severance Payment means the payment of severance compensation as provided in Section 4.3(a).
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Change of Control Severance Payment means 2.5 multiplied by the sum of (i) the Executive’s average annual Base Salary for the three calendar year period immediately prior to the Executive’s date of termination, which for this purpose is determined by taking the Executive’s Base Salary in effect on the Executive’s date of termination, as well as the Executive’s Base Salary in effect for the immediately preceding two calendar years, plus (ii) the average annual cash incentive bonus actually received by the Executive for the three full fiscal year periods that immediately preceded Executive’s date of termination, plus (iii) the average value of the Restricted Share Grants awarded to the Executive over the three year period immediately following the Executive’s date of termination (excluding any restricted shares received by the Executive under the 2006 LTIP), which for this purpose is determined by taking the value of such Restricted Share Grants at the time of grant and aggregating the value of all Restricted Share Grants for the same calendar year.
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Change of Control Severance Payment means an amount equal to: (a) 3.0 if the Participant is the Executive Chairman or Chief Executive Officer of the Company, or 2.0 if the Participant is another officer of the Company or any of its Subsidiaries; multiplied by (b) the sum of: (i) the Participant’s Base Salary; plus (ii) the Participant’s Average Cash Bonus.
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Examples of Change of Control Severance Payment in a sentence

  • Any reduction in the Change of Control Severance Payment shall be implemented in accordance with Section 7(b).

  • The Safe Harbor Amount, as defined herein, is an amount expressed in present value which maximizes the aggregate present value of the Change of Control Severance Payment without causing the Change of Control Severance Payment to be subject to the excise tax under Section 4999 (and related Section 280G) of the Code (the “Excise Tax”), determined in accordance with Section 280G(d)(4).

  • The Change of Control Severance Payment will be paid within 10 days following the effective date of the Release (defined below); provided that if the Release Execution Period (defined below) begins in one taxable year and ends in another taxable year, payment of the Change of Control Severance Payment will be made in the second taxable year.

  • If Executive becomes entitled to receive the Salary Continuation Payments or the Change of Control Severance Payment, as applicable, then such payment(s) 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 Equity Group.

  • The Company shall not be required to establish any special or separate fund or make any other segregation of funds or assets to assure the payment of any Change of Control Severance Payment or benefit under this Plan.

  • Notwithstanding any other provision in this Agreement to the contrary, as a condition precedent to receiving any Severance Payment or Change of Control Severance Payment, Executive agrees to execute (and not revoke) the Release Document on or before the sixtieth (60th) business day following the date of termination of Executive’s employment so that all revocation periods will have expired on or before the sixtieth (60th) day following the date of termination of Executive’s employment.

  • If Executive fails to execute and deliver the Release Document, or revokes the Release Document, Executive agrees that he shall not be entitled to receive the Severance Payment or Change of Control Severance Payment, as applicable.

  • Twenty-four participants shall compete in three GP tournaments (see Article 3.1).

  • For the avoidance of doubt, the Base Salary used in determining Executive’s Change of Control Severance Payment shall be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason.

  • In the event that Executive breaches his obligations under Sections 8 and/or 9, Executive shall forfeit his right to receive any unpaid portion of the Change of Control Severance Payment, the Severance Payment, and any future benefits and/or payments due to Executive under Section 5(e)(iii) and/or (iv), except to the extent required by law and the Company may offset any other payments that are otherwise due to Executive.


More Definitions of Change of Control Severance Payment

Change of Control Severance Payment means 2.99 multiplied by the sum of (i) the Executive's average annual Base Salary for the three calendar year period immediately prior to the Executive's date of termination, which for this purpose is determined by taking the Executive's Base Salary in effect on the Executive's date of termination, or such higher rate in effect immediately before any reduction thereof that constituted Good Reason, as well as the Executive's Base Salary in effect for the immediately preceding two calendar years and (ii) the average annual cash incentive bonus actually received by the Executive for the three full fiscal year periods that immediately preceded Executive's date of termination. In the event the Executive does not have three (3) years of annual compensation history, then the period of time the Executive has been employed shall be annualized or averaged over the actual employment period.
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Change of Control Severance Payment means an amount equal to one year’s Base Salary then in effect plus if a bonus has been previously awarded and earned but not paid to Executive hereunder, the amount thereof (less any amount of such bonus previously paid). The Change of Control Severance Payment shall be paid either in a lump sum or, in the Company’s discretion, in equal monthly installments during the Non-Interference Period. If a Change of Control Severance Payment payable to Executive pursuant to this Section 5(d), is not paid to Executive, the covenant not to compete and non-solicitation provisions of Section 8 shall be null and void and unenforceable.
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Change of Control Severance Payment means 2.99 multiplied by the sum of (i) the Executive’s average annual Base Salary for the three calendar year period immediately prior to the Executive’s date of termination, which for this purpose is determined by taking the Executive’s Base Salary in effect on the Executive’s date of termination, or such higher rate in effect immediately before any reduction thereof that constituted Good Reason, as well as the Executive’s Base Salary in effect for the immediately preceding two calendar years, plus (ii) the average annual cash incentive bonus actually received by the Executive for the three full fiscal year periods that immediately preceded Executive’s date of termination, plus (iii) the average value of the Restricted Share Grants awarded to the Executive over the three year period immediately following the Executive’s date of termination (excluding any restricted shares received by the Executive under the 2006 LTIP), which for this purposes is determined by taking the value of such Restricted Share Grants at the time of grant and aggregating the value of all Restricted Share Grants for the same calendar year.
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Change of Control Severance Payment means:
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Change of Control Severance Payment means an amount equal to one year’s Base Salary then in effect plus if a bonus has been previously awarded and earned but not paid to Executive hereunder, the amount thereof (less any amount of such bonus previously paid) and all unvested rights of the Executive under the Deferred Supplemental Compensation Plan shall automatically become vested in full. The Change of Control Severance Payment shall be paid either in a lump sum at the beginning of the Initial Term Non-Interference Period or Non-Interference Period, as applicable. If a Change of Control Severance Payment payable to Executive, including any installment thereof, pursuant to this Section 5(d), is not paid to Executive, the covenant not to compete and non-solicitation provisions of Section 8 shall be null and void and unenforceable.
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Change of Control Severance Payment means an amount equal to one year’s Base Salary then in effect plus if a bonus has been previously awarded and earned but not paid to Executive hereunder, the amount thereof (less any amount of such bonus previously paid) and all unvested rights of the Executive under the Deferred Supplemental Compensation Plan shall automatically become vested in full, and if the Change of Control involves substantially all of the assets of the Aviation Segment only, or any merger, conversion or consolidation of the Aviation Segment only, that results in a Change of Control for the Aviation Segment only, the Change of Control Severance Payment shall also include the automatic vesting of all unvested restricted stock, RSU’s or similar rights to acquire capital stock granted by VSE to Executive. The Change of Control Severance Payment shall be paid either in a lump sum at the beginning of the Initial Term Non-Interference Period or Non-Interference Period, as applicable. If a Change of Control Severance Payment payable to Executive, including any installment thereof, pursuant to this Section 5(d), is not paid to Executive, the covenant not to compete and non-solicitation provisions of Section 8 shall be null and void and unenforceable.
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Related to Change of Control Severance Payment

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

  • Severance Payment means any amount paid by a board to or in behalf of a superintendent on early termination of the superinten- dent’s contract that exceeds the amount earned by the superinten- dent under the contract as of the date of termination, including any amount that exceeds the amount of earned standard salary and benefits that is paid as a condition of early termination of the con- tract. Payments to a former superintendent who remains employed by a district in another capacity or contracts with a district to pro- vide the district services may be severance payments in whole or in part if the payments are compensation for the early termination of a prior employment agreement. Severance payments include any payment for actual or threatened litigation involving or related to the employment contract. Education Code 11.201(c); 19 TAC 105.1021(a)(1)

  • Severance Payments shall have the meaning set forth in Section 6.1 hereof.

  • Change in Control Benefits means the following benefits:

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

  • Severance Amount means:

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

  • Change in Control Payments means all change in control, transaction, retention and similar bonuses or payments, paid or payable by the Acquired Companies to any current or former directors, managers, officers, employees, or other Persons as a result of the Closing of the Transactions or the execution of this Agreement, including any deferred compensation, in each instance, plus the employer portion of any employment Taxes due in connection with any such payments, but excluding, for the avoidance of doubt, severance payments relating to a termination of employment following the Closing.

  • 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.

  • 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.

  • Termination Benefits means the benefits described in Section 4.1(b).

  • Severance Benefits mean the payment of severance compensation as provided in Section 2.3 herein.

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

  • 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.

  • Separation Payment means any lump sum cash payment in excess of Earned Salary and Accrued Obligations payable to Employee under this Agreement.

  • Compensation Accrued at Termination means the following:

  • Change of Control Termination means (i) a Termination Without Cause of the Employee’s employment by the Employer (other than for death or disability) within twelve (12) months after a Change of Control or (ii) the Employee’s resignation for Good Reason within twelve (12) months after a Change of Control.

  • Change of Control Period means the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the "Renewal Date"), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

  • Change of Control Value means (i) the per share price offered to stockholders of the Company in any such merger, consolidation, reorganization, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Change of Control takes place, or (iii) if such Change of Control occurs other than pursuant to a tender or exchange offer, the Fair Market Value per share of the shares into which Awards are exercisable, as determined by the Committee, whichever is applicable. In the event that the consideration offered to stockholders of the Company consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

  • Change of Control Put Period means the period of 45 days after a Change of Control Put Event Notice is given;

  • 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.

  • 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.

  • Early Termination Payment is defined in Section 4.3(b) of this Agreement.

  • 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).

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