Change in Control Severance definition

Change in Control Severance means three times the sum of:
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Change in Control Severance means any Covered Termination of a Participant that occurs during the one (1) month prior to or during the twelve (12) months after a Change in Control.
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Change in Control Severance described in Sections 6(c) and 7(c) hereunder. (b)
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Examples of Change in Control Severance in a sentence

  • It is your obligation to notify the Claim Administrator of the existence of such other group coverages.To coordinate benefits, it is necessary to determine what the payment responsibility is for each benefit program.

  • Belo Change in Control Severance Plan dated March 31, 2009 (Exhibit 10.3 to the April 2, 2009 Form 8‑K)~(5) * Robert W.

  • Amended and Restated Change in Control Severance Agreement between Kori G.

  • Amended and Restated Change in Control Severance Agreement between James R.

  • Amended and Restated Change in Control Severance Agreement between Gary S.

  • The applicable Change in Control Severance Arrangement shall govern the matters addressed in this paragraph as to clause (a) above.

  • In the event Executive’s employment is terminated at any time for Cause, Executive will not receive Severance Benefits, Change in Control Severance Benefits, or any other severance compensation or benefits, except that, pursuant to the Company’s standard payroll policies, the Company shall pay to Executive the Accrued Obligations.

  • In the event Executive resigns from Executive’s employment with the Company for any reason other than Good Reason in accordance with Sections 6.1 or 6.2, Executive will not receive Severance Benefits, Change in Control Severance Benefits, or any other severance compensation or benefits, except that, pursuant to the Company’s standard payroll policies, the Company shall pay to Executive the Accrued Obligations.

  • Such amount is referred to hereinafter as the “ Change in Control Severance Benefit.” Subject to Section 5.7(a), the Company shall pay the Change in Control Severance Benefit to the Executive in substantially equal installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months, with the first installment payable in the month following the month in which the Executive’s Separation from Service (as such term is defined in Section 5.5) occurs.

  • Change in Control Severance Plan) or by the Participant for Good Reason (as such term is defined in the Alcoa Inc.


More Definitions of Change in Control Severance

Change in Control Severance means payments and benefits on account of a Participant’s Separation From Service during a Change in Control Period.
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Change in Control Severance. Payments”) and (ii) to the extent you have not already vested in any LTIC Awards due to the Change in Control, (A) in the case of unvested LTIC Awards subject to time-based vesting, you will immediately vest in, options shall become exercisable, or cash or shares will be settled or distributed, representing 100% of any Unvested Awards, and (B) in the case of Unvested Awards subject to performance-based vesting, you will vest in, and options shall become exercisable, or cash or shares will be settled or distributed, as provided in the applicable LTIC Award agreement (“Change in Control Vesting”). Employer’s obligation to make Change in Control Severance Payments or provide the Change in Control Vesting is conditioned upon your execution and delivery to Employer of a Release and such Release has become effective in accordance with its terms within 60 days following termination of your employment, and, without the consent of the Board’s Compensation Committee, you may not receive or retain any cash or exercise or dispose of any equity compensation that becomes vested or exercisable as a result of change in Control Vesting unless and until the Release has become effective. To the extent any LTIC Award agreement between the Company and you granting Unvested Awards to you contains provisions accelerating the vesting of such Unvested Awards upon a Change in Control that are more favorable to you than the Change in Control Vesting, then the Change in Control vesting provisions of such equity award agreement shall govern such Unvested Awards. Notwithstanding the installment payment schedule set forth above, if the Change in Control also satisfies Treas. Reg. § 1.409A-3(i)(5), the amount in clause (A) will instead be paid in a single lump sum payment within the 60-day period following the date your employment ends, after and if the Release has become effective or, if required by Section 10.2, on such later date as is provided under Section 10.2 provided that the Release has become effective. In the event of your death prior to payment in full of the Change in Control Severance Payments, the Company shall pay your estate the remaining unpaid Change in Control Severance Payments.
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Related to Change in Control Severance

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

  • Change in Control Benefits means the following benefits:

  • 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”).

  • 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).

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

  • 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.

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

  • Change in Control Termination means that while this Agreement is in effect:

  • 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 means the occurrence of any of the following events:

  • 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.

  • Severance Payments shall have the meaning set forth in Section 6.1 hereof.

  • Severance Payment means any amount paid by a board to or in behalf of a superintendent on early termination of the superinten- dent’s contract that exceeds the amount earned by the superinten- dent under the contract as of the date of termination, including any amount that exceeds the amount of earned standard salary and benefits that is paid as a condition of early termination of the con- tract. Payments to a former superintendent who remains employed by a district in another capacity or contracts with a district to pro- vide the district services may be severance payments in whole or in part if the payments are compensation for the early termination of a prior employment agreement. Severance payments include any payment for actual or threatened litigation involving or related to the employment contract. Education Code 11.201(c); 19 TAC 105.1021(a)(1)

  • Change in Control Event means any of the following:

  • 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.

  • Severance Benefits mean the payment of severance compensation as provided in Section 2.3 herein.

  • Change in Control Transaction means the occurrence of any of the following events:

  • Severance Amount means:

  • 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).

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

  • Change in Control Payment shall have the meaning stated in Section 6.4 hereof.

  • Executive Severance Plan means the Company’s Senior Executive Employee Severance Pay Plan, as in effect from time to time.

  • Termination After Change in Control means either of the following events occurring within twelve (12) months after a Change in Control:

  • Change in Control Payments means all change in control, transaction, retention and similar bonuses or payments, paid or payable by the Acquired Companies to any current or former directors, managers, officers, employees, or other Persons as a result of the Closing of the Transactions or the execution of this Agreement, including any deferred compensation, in each instance, plus the employer portion of any employment Taxes due in connection with any such payments, but excluding, for the avoidance of doubt, severance payments relating to a termination of employment following the Closing.

  • Severance Compensation means the compensation set forth in (i), (ii), and (iv) above.

  • Qualifying Termination means a termination of Executive’s employment (i) by the Company other than for Cause or (ii) by Executive for Good Reason. Termination of Executive’s employment on account of death, Disability or Retirement shall not be treated as a Qualifying Termination.