Adjustment of Benefits. In the event Executive becomes entitled to a payment or benefit pursuant to the terms of this Agreement or of any other plan, arrangement or agreement (collectively, the “Payments”) of PremierWest or its successor (collectively, the “Employer”), and the Employer’s Auditor, or such other independent accounting firm or advisor as may be mutually agreeable to PremierWest and Executive, in the exercise of their reasonable good judgment determines that the Payments result in “excess parachute payments” under section 280G of the Code, then Executive shall receive, instead of the Payments, aggregate payments equal to the Reduced Amount (defined below). Executive shall direct in which order the payments are to be reduced, if permissible under applicable law. “Reduced Amount” means the amount, expressed as a present value, that maximizes the aggregate present value of the payments without causing any payment to be nondeductible by the Employer under section 280G of the Code and regulations promulgated thereunder. “Employer’s Auditor” shall mean the independent auditors retained most recently prior to the transaction implicating section 280G of the Code by the Employer, or, if the Employer is not the surviving entity following a Change in Control (defined below), by the Employer’s successor (or any affiliate). In computing the maximum amount payable, the Employer’s Auditor shall take into account the independent value to the Employer of Executive’s restrictive covenants following a Change in Control as set forth in the Separation Agreement, which value should constitute separate consideration outside of sections 280G and 4999 of the Code.
Adjustment of Benefits. The Board will adjust insurance benefits to equal those hereafter granted to full-time faculty during the term of this Agreement.
Adjustment of Benefits upon Change in Control --------------------------------------------- (a) The Company agrees that its Management Compensation and Succession Committee or such other committee succeeding to such committee's responsibilities with respect to executive compensation (collectively, the "Compensation Committee") shall make such equitable adjustments to any performance targets contained in any awards under the Company's Performance Sharing Plan (the "PSP") or Senior Executive Performance Sharing Plan (the "Senior Executive PSP") or any successor plan in which the Executive is a participant, as may be required to eliminate any negative effects from any transactions relating to a Change in Control (such as costs or expenses associated with the transaction or any related transaction, including, without limitation, any reorganizations, divestitures, recapitalizations or borrowings, or changes in targets or measures to reflect the disruption of the business, etc.), in order to preserve reward opportunities and performance objectives.
Adjustment of Benefits. As previously noted, the Township retains the right to schedule any member's work week so that the normal work schedule averages fifty-six (56), fifty (50) or forty (40) hours per week. In the event a member is reassigned to a work week other than a fifty-six (56) hour work week, then all remaining unused vacation time and sick leave standing to the credit of the member in the calendar year and at the time in which the reassignment occurs shall be recalculated and recredited in such manner so as to reflect the changed work hours to which the member has been assigned. To illustrate, five (5) days of vacation leave under a fifty-six (56) hour work week would, in the case of a forty (40) hour work week convert to eighty (80) hours of vacation leave, so as to enable the forty (40) hour member to take off proportionally the same number of vacation days as otherwise permitted under a fifty- six (56) hour work week. Likewise, a member, who after working a work week other than a fifty- six (56) hour work week is reassigned to and working a fifty-six (56) hour work week, shall have the remaining unused vacation and sick time to the member's credit recalculated and recredited in the manner outlined above. In all cases, the accrual rate for these benefits would likewise be revised so as to reflect the changed work hours to which the member has been assigned. To further illustrate, a member working an average fifty-six (56) hour work week who is reassigned to a forty (40) hour work week would, on an annual basis, be entitled to forty (40), eighty (80), one hundred twenty (120), one hundred thirty-six (136), one hundred fifty-two (152) or one hundred sixty-eight (168) hours of vacation time (depending upon years of completed service), and one hundred four (104) hours of sick leave time. Furthermore, such member's hourly rate of pay for overtime and other applicable purposes would be based upon the member's full-time employment of 2,080 hours of work per year.
Adjustment of Benefits. In the event a Member is reassigned to a forty (40) hour work week, then all remaining unused holiday time, vacation time, and sick leave standing to the credit of the Member in the calendar year in which the reassignment occurs shall be downwardly adjusted by a factor of .714 in such manner so as to reflect the changed work hours to which the Member has been assigned. Likewise, a Member who, after working a work week other than a fifty-six (56) hour work week, is reassigned and working the fifty-six (56) hour work week, shall have the remaining unused holiday, vacation and sick time to the Member's credit upwardly adjusted by a factor of 1.4 in the manner outlined above.
Adjustment of Benefits
