Change in Control Benefits definition

Change in Control Benefits means the following benefits:

Change in Control Benefits means (i) a lump sum cash payment equal to the sum of: (A) 2.99 times Executive’s annual base salary at the rate in effect under paragraph 3.1 on the date of termination of Executive’s employment (or, if higher, Executive’s annual base salary in effect immediately prior to the Change in Control), (B) 2.99 times the higher of (1) Executive’s highest annual bonus paid during the three most recent fiscal years or (2) Executive’s Target Bonus (as provided in Company’s annual cash incentive plan) for the fiscal year in which Executive’s date of termination occurs, and (C) any bonus that Executive has earned and accrued as of the date of termination of Executive’s employment which relates to periods that have ended on or before such date and which have not yet been paid to Executive by Company; (ii) all of the outstanding stock options, restricted stock awards and other equity based awards granted by Company to Executive shall become fully vested and immediately exercisable in full on the date of termination of Executive’s employment; and (iii) Health Coverage.

Change in Control Benefits means the benefits set forth in Section 5.4.

Examples of Change in Control Benefits in a sentence

• Each payment of any of the Change in Control Benefits is hereby designated as a separate payment, rather than a part of a larger single payment or one of a series of payments.

• A sample calculation of Change in Control Benefits is attached for illustrative purposes as Schedule B.

• Schedule B The example below does not include a calculation of potential cutbacks to, or reductions or forfeitures of, Change in Control Benefits or address the schedule for making payments of Cash Change in Control Benefits or Continuing Change in Control Benefits or accelerating the vesting or settlement of Accelerated Change in Control Benefits.

• The full amount payable in respect of the Cash Bonus Portion of the Cash Change in Control Benefits is $300,000 x 0.9525 x 2 =$571,500.

• Any reductions to the Change in Control Benefits under this Section 3 shall be made in a manner consistent with the requirements of Section 409A of the Code, including any Internal Revenue Service guidance describing the application of Section 409A to Section 280G reductions issued after the date of this Agreement.

More Definitions of Change in Control Benefits

Change in Control Benefits as follows, subject to Section 8 hereof:

Change in Control Benefits is defined in Section 4 of this Agreement.

Change in Control Benefits. (i) a lump sum cash severance payment equal to twelve (12) months of Executive’s then current annual base salary, less applicable withholdings and deductions; (ii) a lump sum cash severance payment equal to one (1) times Executive’s annual target bonus potential, less applicable withholdings and deductions; (iii) if Executive timely elects continued Company-provided group health insurance coverage pursuant to federal COBRA law, the Company will pay Executive’s COBRA premiums sufficient to maintain his group health insurance coverage in effect as of the date of the Involuntary Termination for twelve (12) months following the Involuntary Termination, provided that the Company’s obligation to continue to pay Executive’s COBRA premiums hereunder will cease immediately upon Executive’s eligibility for equivalent group health insurance coverage through a new employer; (iv) Executive will have the ability to exercise any vested stock option shares granted to Executive by the Company until one (1) year following the date of the Involuntary Termination or the expiration of the term of any such option, whichever occurs earlier; and (v) the vesting of all of Executive’s outstanding equity awards shall be accelerated so that they vest in full and the Company’s right to repurchase any earlier exercised shares, if applicable, shall lapse. As a condition precedent to Executive’s receipt of the Change in Control Benefits, Executive must properly execute, and not revoke or attempt to revoke, the Release described in Section 6.

Change in Control Benefits. (i) a lump sum cash severance payment equal to twelve (12) months of Executive’s then current annual base salary, less applicable withholdings and deductions; (ii) a lump sum cash severance payment equal to one (1) times Executive’s annual target bonus potential, less applicable withholdings and deductions; (iii) if Executive timely elects continued

Change in Control Benefits means the payments described in Section 4.01(b) and Section 4.01(c)(ii).

Change in Control Benefits means the payment of severance compensation and benefits as provided in Section 3.4.

Change in Control Benefits means the payment of severance compensation and benefits as provided in Section 2(b) of this Article IV.