Specified Benefits definition
Specified Benefits are as follows:
Specified Benefits are as follows:
(A) the Company shall compensate Officer through the Date of Termination, as follows:
(1) with respect to all amounts payable without regard to performance measures, the full amount of such compensation; and
(2) with respect to all amounts payable based on performance measures, any benefits or awards (including both cash and stock components) which pursuant to the terms of any plans have been earned, but which have not yet been paid to Officer, provided that all such amounts shall be paid at the time or times specified in such plans and not at the time for payment under (i)(B);
(B) as severance pay and in lieu of any further salary for periods subsequent to the Date of Termination, the Company shall pay to Officer an amount in cash (subject to applicable taxes and withholdings) determined as follows:
(1) One hundred percent (100%) of Officer’s annualized compensation without regard to performance measures, payable at the rate in effect just prior to the time of the Notice of Termination, with one-half of such amount payable in six equal monthly installments as a salary continuation during the six month period following the Date of Termination (with the first installment paid on the last day of the month in which the Date of Termination occurs and each later installment paid on the last day of each successive month) and the balance paid in a lump sum on the date that is six (6) months after the Date of Termination; and
(2) an amount equal to one hundred percent (100%) of the aggregate amount of Officer’s Deemed Performance Amount, which amount shall be payable in equal amounts concurrently with the six monthly installments referred to in clause (1), above.
(C) fifty percent (50%) of unvested options to purchase the Company’s Common Stock held by Officer on the Date of Termination shall be accelerated so that such options are immediately exercisable;
(D) for a one year period after the Date of Termination, the Company shall arrange to provide Officer and Officer’s dependents with medical and dental insurance benefits substantially similar to those which Officer was receiving immediately prior to the time of the Notice of Termination. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by Officer pursuant to this paragraph (D) to the extent that a similar benefit is actually received by Officer from a subsequent employer during such one year period, and Officer agrees to report to the Company any such ...
Specified Benefits are any amounts or benefits that would be subject to Code Section 409A penalties if the Company were to pay them, pursuant to this Agreement, on account of the Executive’s Separation from Service.
Examples of Specified Benefits in a sentence
If you receive the Capped Benefit, you may determine the extent to which each of the Specified Benefits shall be reduced.
Moreover, in determining whether you will receive the Specified Benefits or the Capped Benefit, any potential tax consequences to the Company under IRC Section 280G or otherwise will not be taken into account.
The “Capped Benefit” equals the Specified Benefits, reduced by the minimum amount necessary to prevent any portion of the Specified Benefits from being a “parachute payment” as defined in IRC Section 280G(b)(2).
For purposes of determining whether you would receive a greater after-tax benefit from the Capped Benefit than from the Specified Benefits, there shall be taken into account any excise tax that would be imposed under IRC Section 4999 and all federal, state and local taxes required to be paid by you in respect of the receipt of such payments.
More Definitions of Specified Benefits
Specified Benefits are as follows:
(1) the company shall pay your full base salary through the Date of Termination at the rate in effect just prior to the time a Notice of Termination is given plus any benefits or awards (including both cash and stock components) which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to you (including amounts which previously had been deferred at your request);
(2) as severance pay and in lieu of any further salary for periods subsequent to the Date of Termination, the Company shall pay to you in a single payment an amount in cash equal to two times the higher of (a) your annual base salary at the rate in effect just prior to the time a Notice of Termination is given or (b) your annual base salary in effect immediately prior to the change in control of the Company;
(3) for a twenty-four (24) month period after the Date of Termination, the Company shall arrange to provide you and your dependents with life, accident, medical and dental insurance benefits substantially similar to those which you were receiving immediately prior to the change in control of the Company. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to this paragraph (3) to the extent that a similar benefit is actually received by you from a subsequent employer during such twenty-four (24) month period, and any such benefit actually received by you shall be reported to the Company; and
(4) the Company shall pay you for any vacation time earned but not taken at the Date of Termination, at an hourly rate equal to your annual base salary as in effect immediately prior to the time a Notice of Termination is given divided by 2080.
Specified Benefits are any amounts or benefits that would be subject to Section 409A penalties if the Company were to pay or otherwise settle such amounts or benefits, pursuant to this Agreement, on account of the Senior Officer's separation from service. Within 14 calendar days after the end of the 409A Suspension Period, the Senior Officer shall be paid a lump sum payment in cash equal to any Specified Benefits delayed because of the preceding sentence, without interest. Thereafter, the Senior Officer shall receive any remaining payments or other benefits as if there had not been an earlier delay.
Specified Benefits shall have the meaning assigned to such term by the Agreements.
Specified Benefits means, to the extent the Transferred Employee was a participant therein, (x) the 13 Employee Benefit Plans listed on Schedule 5.9 under the heading “Medical, surgical, hospitalization, life insurance and other “welfare” plans, funds or programs (within the meaning of Section 3(1) of ERISA)” and the 4 Employee Benefit Plans listed on Schedule 5.9 under the heading “Other employee benefit plans, funds, programs agreements or arrangements,” and (y) the Magic Brands, LLC 401(k) Plan. Nothing in this Agreement shall require the Purchaser to assume any Employee Benefit Plan or prevent the Purchaser from enacting other plans or benefits.
Specified Benefits is defined in Section 7.2(b).
Specified Benefits means those community benefits requirements set out in Part One of the Community Benefit Project Plan.
Specified Benefits are the amounts (including the monetary value of any non-cash benefits) otherwise payable pursuant to this Agreement and any Other Arrangement. The “Capped Benefit” equals the Specified Benefits, reduced by the minimum amount necessary to prevent any portion of the Specified Benefits from being a “parachute payment” as defined in IRC Section 280G(b)(2). For purposes of determining whether you would receive a greater after-tax benefit from the Capped Benefit than from the Specified Benefits, there shall be taken into account any excise tax that would be imposed under IRC Section 4999 and all federal, state and local taxes required to be paid by you in respect of the receipt of such payments. If you receive the Capped Benefit, you may determine the extent to which each of the Specified Benefits shall be reduced. The parties recognize that there is some uncertainty regarding the computations under IRC Section 280G which must be applied to determine the Capped Benefit. Accordingly, the parties agree that, after the severance benefit is paid, the amount of the Capped Benefit may be retroactively adjusted to the extent any subsequent Internal Revenue Service regulations, rulings, audits or other pronouncements establish that the original calculation of the Capped Benefit was incorrect. In that case, amounts shall be paid or reimbursed between the parties so that you will have received the severance benefit you would have received if the Capped Benefit had originally been calculated correctly. Moreover, in determining whether you will receive the Specified Benefits or the Capped Benefit, any potential tax consequences to the Company under IRC Section 280G or otherwise will not be taken into account.