Post Change in Control Salary definition

Post Change in Control Salary means, for the Salary Continuation Period, the base compensation and bonus(es) that Executive would have been entitled to if his/her employment had not been terminated. For purposes of determining the bonus(es) that Executive would have been entitled to, it will be assumed that Executive would have earned the maximum bonus amount payable pursuant to the Company and/or Bank’s bonus plan(s) in existence at the time of the Change in Control.
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Post Change in Control Salary means, for the Salary Continuation Period, the greater of (i) the Executive’s Compensation as defined in Section 1.4 of this Agreement as of immediately prior to the Change in Control, or (ii) the highest level of Compensation in effect after the Change in Control.
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Examples of Post Change in Control Salary in a sentence

  • The Salary Continuation Payment shall be an amount equal to the Executive’s Post Change in Control Salary, for the balance of the Salary Continuation Period.

  • Notwithstanding the foregoing, if Executive’s Good Reason for terminating his or her employment is a reduction of Post Change in Control Salary, then the Salary Continuation Payment shall be calculated based on Executive’s Post Change in Control Salary in effect prior to such reduction.

  • Notwithstanding the foregoing, if Executive's Good Reason for terminating his or her employment is a reduction of Post Change in Control Salary, then the Salary Continuation Payment shall be calculated based on Executive's Post Change in Control Salary in effect prior to such reduction.

  • The Salary Continuation Payment shall be an amount equal to the Executive's Post Change in Control Salary, for the balance of the SALARY CONTINUATION PERIOD.

  • Notwithstanding the foregoing, if Executive’s Good Reason for terminating his/her or her employment is a reduction of Post Change in Control Salary, then the Salary Continuation Payment shall be calculated based on Executive’s Post Change in Control Salary in effect prior to such reduction.

  • The Salary Continuation Payment shall be an amount equal to the Executive's Post Change in Control Salary, for the balance of the Salary Continuation Period.

Related to Post Change in Control Salary

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

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

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

  • 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).

  • 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.

  • Change in Control Benefits means the following benefits:

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

  • 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:

  • Severance Amount means:

  • 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.

  • Post-Change Period means the period of time commencing on the date of the first occurrence of a Change in Control and continuing until the second anniversary of the occurrence of such Change in Control.

  • 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 Transaction means the occurrence of any of the following events:

  • Qualifying Termination means a termination of the Executive’s employment either (i) by a Company Group member without Cause (excluding by reason of Executive’s death or Disability) or (ii) by the Executive for Good Reason, in either case, during the Change in Control Period (a “Qualifying CIC Termination”) or outside of the Change in Control Period (a “Qualifying Non-CIC Termination”).

  • CIC Qualifying Termination means a Separation (A) within twelve (12) months following a Change in Control or (B) within three (3) months preceding a Change in Control (but as to part (B), only if the Separation occurs after a Potential Change in Control) resulting, in either case (A) or (B), from (i) the Company terminating the Executive’s employment for any reason other than Cause or (ii) the Executive resigning his or her employment for Good Reason. A termination or resignation due to the Executive’s death or disability shall not constitute a CIC Qualifying Termination. A “Potential Change in Control” means the date of execution of a legally binding and definitive agreement for a corporate transaction which, if consummated, would constitute the applicable Change in Control (which for the avoidance of doubt, would include, for example, a merger agreement, but not a term sheet for a merger agreement). In the case of a termination following a Potential Change in Control and before a Change in Control, solely for purposes of benefits under this Agreement, the date of Separation will be deemed the date the Change in Control is consummated.

  • Compensation Accrued at Termination means the following:

  • Severance Period means the period of time commencing on the date of the first occurrence of a Change in Control and continuing until the earlier of (i) the second anniversary of the occurrence of the Change in Control and (ii) the Executive’s death.

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

  • Severance Multiplier means, with respect to any termination of Employee’s employment hereunder by the Company without Cause or by Employee with Good Reason, 1; provided, however, that in the event such termination occurs within the two (2) year period following a Change in Control, the Severance Multiplier shall instead equal 2.

  • Change in Control Event means any of the following:

  • Severance from Service Date means the earlier of:

  • 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.

  • 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.

  • Severance Multiple means 2.50; provided, however, that notwithstanding the foregoing, for each full month that elapses during the period beginning on the date the Executive attains age 63 and ending on the date the Executive attains age 65, the Severance Multiple shall be reduced by an amount equal to the product of (i) 1/24 and (ii) the excess of (A) the original Severance Multiple set forth above over (B) 1.0 (rounded to the nearest hundredth).