Change of Control Severance Benefits definition

Change of Control Severance Benefits means those payments and benefits that may become payable pursuant to Section 2 above.

Change of Control Severance Benefits shall consist of the following: (i) you shall receive the General Severance Benefits as provided above, except that the continued salary payments will not be terminated or reduced in the event that you obtain new employment during the six-month severance payment period; (ii) you will also be eligible to receive a prorated bonus payment for the year in which your employment terminates (notwithstanding that you otherwise would not be eligible for payment of such bonus due to termination of employment prior to the bonus payment date), with such prorated bonus amount to be based on the achievement of the bonus objectives prior to such termination or resignation (provided that, no prorated bonus will be owed if the Board determines that there has been no achievement of such bonus objectives), and (iii) you will be eligible for the Full Acceleration as provided in Section 11 hereof.

Change of Control Severance Benefits means all of the following payments:

Examples of Change of Control Severance Benefits in a sentence

• Executive may designate one or more persons or entities as the primary and/or contingent Beneficiaries of any Severance Benefits or Change of Control Severance Benefits owing to Executive under this Agreement.

• In addition, the Company may terminate the payment of any remaining Change of Control Severance Benefits or Standard Severance Benefits in the event of a breach or threatened breach of any of the covenants set forth in this Section 7.

• The Executive shall be eligible for the benefits described in Section 3.2 (the "Change of Control Severance Benefits") if there has been a Change of Control and during the twelve (12) month period commencing on the Change of Control Date (the "Post Change of Control Period"), the Executive's employment with the Company is terminated (i) by the Company without Cause or (ii) by the Executive for Good Reason.

• Notwithstanding anything in this Agreement to the contrary, neither the Retention Bonus, the Change of Control Severance Benefits nor the Standard Severance Benefits shall be payable to the Executive pursuant to this Agreement unless and until the eighth (8th) day after the Executive executes, in each case, a general release in the form of Exhibit A attached hereto (the "Release").

• Following a termination of employment in which Severance Benefits or Change of Control Severance Benefits are payable hereunder the Company shall provide Executive with outplacement services obtained by the Company at its cost and commensurate with the outplacement services typically provided by the Company to Executives who left the employ of the Company before the Effective Date of this Agreement until Executive obtains subsequent employment or self employment.

More Definitions of Change of Control Severance Benefits

Change of Control Severance Benefits means (i) an amount equal to the sum of (y) one (1) times Executive’s base annual salary at the rate then in effect in accordance with Paragraph 3.1, plus (z) the amount actually paid by the Bank to Executive under the Plan for the immediately preceding year, if any; and (ii) continuation of benefits provided under Paragraph 3.6 or substitute equivalent benefits in the event that the particular benefits (for instance, insurance coverage) are not carried by the Bank under its programs following the Change of Control Termination, for a period of twelve (12) months.

Change of Control Severance Benefits. (A) You will receive severance pay in the form of continuation of your final monthly base salary for a period of twelve (12) months following your termination date, less standard payroll deductions and tax withholdings (the “Change of Control Severance Payments”). Subject to Section 10(e), the Severance Payments will be paid in equal installments on the Company’s regular payroll schedule in effect following your termination date, with such payments to begin on the first regular payroll date following the Release Effective Date (as defined below). If the Severance Payments do not commence with the first regular payroll date following your termination date because the Release Effective Date is later than such first payroll date, the first installment of the Severance Payments you receive will be a “catch up” payment in the total amount of the Severance Payments you would have received through such payroll date if such payments had begun with the first payroll date after your termination date; (B) In addition, if you timely elect continued coverage under COBRA, the Company will pay the COBRA premiums for you and your eligible dependents until the earlier of either: (i) a period ending twelve (12) months following your termination date or, (ii) the date on which you are no longer eligible for COBRA coverage (such period, the “COBRA Payment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the Company cannot provide the COBRA premium benefits without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof pay you a taxable cash amount, which payment shall be made regardless of whether you or your qualifying family members elect COBRA continuation coverage (the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in installments on the same schedule that the COBRA premiums would otherwise have been paid to the insurer. The Health Care Benefit Payment shall be equal to the amount that the Company otherwise would have paid for COBRA insurance premiums (which amount shall be calculated based on the premium for the first month of coverage), and shall be paid until the expiration of the COBRA Payment Period. For purposes of this Agreement, (i) references to COBRA shall be deemed to refer also to analogous provisions of state law Artiva Biotherapeutics, Inc. | 0000 Xxxx...

Change of Control Severance Benefits means the compensation and other benefits the Covered Employee will be provided pursuant to Section 4.

Change of Control Severance Benefits has the meaning accorded such term in Section 3.05 of this Agreement.

Change of Control Severance Benefits means: (i) a lump sum payment of an amount equal to the lesser of (w) one (1) year's salary at the then current salary rate, including any increases, under Paragraph 4.1 of this Agreement, or (x) the salary that would otherwise be payable at the then current salary rate, through the Executive's attainment of age 65, including any increases, under Paragraph 4.1 of this Agreement; plus the pro rata portion of the bonus (calculated on a daily basis) that the Executive would have earned with respect to the portion of the calendar year elapsed through the date of termination under the most recently proposed executive bonus plan, if any, proposed within the prior twelve (12) months, due within one month after the later of the date of a Change of Control Termination or the actual occurrence of a Change of Control; and (ii) continuation of benefits set forth in Paragraphs 4.5 and 4.7 for a period of the lesser of one (1) year or the time until the Executive attains the age of 65, or substitute equivalent benefits in the event that the particular benefits (for instance, insurance coverage) are not carried by the Bank under its programs following the Change of Control Termination, beginning after the later of the date of a Change of Control Termination or the actual occurrence of a Change of Control.

Change of Control Severance Benefits means the severance benefits provided under Section 5 of the Plan to a Covered Executive on account of a covered termination within the Protection Period.

Change of Control Severance Benefits means the aggregate of the Change of Control Severance Payments and the benefits under Section 4.5(a) hereof.