Change in Control Payment shall have the meaning stated in Section 6.4 hereof.
Change in Control Payment means a lump sum payment in an amount equal to the sum of (i) 300% of Executive's annual base salary as in effect pursuant to Section 2.1 immediately prior to Executive's termination of employment with Company and (ii) 45% of the maximum annual incentive bonus amount pursuant to Section 2.2 that Executive could have earned for the year during which Executive's employment with Company terminates.
Change in Control Payment means any commission, obligation, severance, bonus, or other payment of any kind payable by the Company to management, other Employees, or any other Person that is accelerated or triggered by or upon the consummation of the Transactions or arising out of or in connection with the Transactions or otherwise payable pursuant to any Change in Control Agreement.
Examples of Change in Control Payment in a sentence
Alternatively, at Executive's sole election, Executive's Change in Control Payment shall consist of a lump sum equal to 100 percent (100%) of the sum of the amounts described in clauses (A) and (B) of this subsection.
The Change in Control Payment shall be in addition to, and not in lieu of, Executive's Base Salary and Bonus, if any, payable in accordance with the terms of this Agreement.
No Change in Control Payment will be made to Employee under this Agreement unless the FDIC and the OCC provide any necessary approvals of the Change in Control Payment prior to it being paid.
Notwithstanding any other provision of this Agreement or any such agreement or plan, the amount of the payment pursuant to Section 5(d) hereof or any other payments (a "Change in Control Payment") made to the Executive pursuant to a change in control as defined in Section 280G that is treated as a Parachute Payment is less than 10% of the Change in Control Payment, such Change in Control Payment shall be reduced to an amount such that the Executive will not receive any Parachute Payment.
More Definitions of Change in Control Payment
Change in Control Payment means an amount equal to the sum of (i) two and one-half times the sum of (A) Executive’s annual base salary as in effect pursuant to Section 2.1 immediately prior to Executive’s termination of employment with Company and (B) the target annual incentive bonus amount that Executive could have earned for the year during which Executive’s employment with Company terminates, plus (ii) the target annual incentive bonus amount that Executive could have earned for the year during which Executive’s employment with Company terminates, multiplied by a fraction, the numerator of which is the number of days that have elapsed from the beginning of such year through the date of termination and the denominator of which is the total number of days in such year (the “Pro-Rata Bonus”).
Change in Control Payment shall be equal to two times the sum of (i) Executive’s then current annualized base salary; and (ii) the higher of (x) Executive’s Target Bonus in effect on the last day of the Fiscal Year that ended immediately prior to the year in which the Termination Date occurs, or (y) the average of the cash bonuses paid by the Company to Executive for the three Fiscal Years preceding the Termination Date.
Change in Control Payment means any payment or distribution by the Corporation in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of Executive that is contingent on a Change in Control, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise.
Change in Control Payment means any transaction, retention, change in control or similar bonuses, severance payments and other employee-related change of control payments payable by the Company or its Subsidiaries as of or after the Closing Date (including the employer portion of any withholding, payroll, employment or similar Taxes, if any, associated therewith to the extent such amounts are accrued (or required to be accrued) as of the Closing Date) solely as a result of the consummation of the transactions contemplated by this Agreement. Notwithstanding anything herein to the contrary, a severance payment for an employee of the Company or its Subsidiaries (including the employer portion of any withholding, payroll, employment or similar Taxes associated therewith) that is triggered by the occurrence of (i) the transactions contemplated by this Agreement, followed by (ii) a subsequent termination at or after the Closing Date of such employee’s employment with the Company or any of its Subsidiaries shall not be deemed a Change in Control Payment, unless such employee has the right to resign and collect severance solely as a result of the transactions contemplated by this Agreement without any additional act or omission by Parent or any of its Affiliates.
Change in Control Payment has the meaning assigned in Section 3 of this Agreement.
Change in Control Payment means the sum of the following amounts:
Change in Control Payment means, with respect to each CVR that is Outstanding as of the Change in Control Payment Record Date, an amount equal to (a) thirty million dollars ($30,000,000) divided by (b) the Initial Settlement CVR Amount; provided that the Company shall not make the Change in Control Payment with respect to any Outstanding CVR unless, after giving effect to all Change in Control Payments, the Senior Obligations and any other debt for borrowed money of the Company and its Subsidiaries (and accrued interest in respect thereof) shall have been satisfied in full in cash.