Base Salary. During the Protected Period, the Executive will receive a Base Salary, paid at least monthly, which initially will be equal to 12 times the highest monthly base salary that was payable to the Executive (for avoidance of doubt, including any base salary which has been earned but deferred by the Executive) by the Company during any of the 12 calendar months preceding the month in which the Change in Control occurs. During the Protected Period, the Base Salary will be reviewed whenever the Company undertakes a salary review of the Executive’s peer officers, but no less than once annually. Any increase in Base Salary will not serve to limit or reduce any other obligation to the Executive under this Agreement. Base Salary may not be reduced during the Protected Period, regardless of whether the Base Salary has previously been increased.
Base Salary. During the ProtectedEmployment Period, the Executive willshall receive aan annual base salary (“Annual Base Salary,Salary”), which shall be paid at a monthly rate, at least monthly, which initially will be equal to 12twelve times the highest monthly base salary that was payable to the Executive (for avoidance of doubt,paid or payable, including any base salary which has been earned but deferred bydeferred, to the Executive)Executive by the Company during anyand its affiliated companies in respect of the 12 calendar monthstwelve-month period immediately preceding the month in which the Change inof Control Date occurs. During the ProtectedEmployment Period, the Annual Base Salary willshall be reviewed wheneverno more than 12 months after the Company undertakes alast salary reviewincrease awarded to the Executive prior to the Change of the Executive’s peer officers, but no less than onceControl Date and thereafter at least annually. Any increase in Annual Base Salary willshall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary mayshall not be reduced duringafter any such increase and the Protected Period, regardless of whether theterm Annual Base Salary has previously beenas utilized in this Agreement shall refer to Annual Base Salary as so increased. As used in this Agreement, the term “affiliated companies” shall include any company controlled by, controlling or under common control with the Company.
Base Salary. During the ProtectedEmployment Period, the Executive willshall receive aan annual base salary (the “Annual Base Salary, paidSalary”) at an annual rate at least monthly, which initially will be equal to 12 times the highest monthly base salary that was payable to the Executive (for avoidance of doubt,paid or payable, including any base salary whichthat has been earned but deferred bydeferred, to the Executive)Executive by the Company during anyand or the applicable Affiliated Entity in respect of the 12 calendar monthsone-year period immediately preceding the month in which the Change in ControlEffective Date occurs. The Annual Base Salary shall be paid at such intervals as the Company or the applicable Affiliated Entity pays executive salaries generally. During the ProtectedEmployment Period, the Annual Base Salary willshall be reviewed wheneverat least annually, beginning no more than 12 months after the Company undertakes alast salary review ofincrease awarded to the Executive’s peer officers, but no less than once annually.Executive prior to the Effective Date. Any increase in the Annual Base Salary willshall not serve to limit or reduce any other obligation to the Executive under this Agreement. The Annual Base Salary mayshall not be reduced duringafter any such increase and the Protected Period, regardless of whetherterm “Annual Base Salary” shall refer to the Annual Base Salary has previously beenas so increased.
Base Salary. During the ProtectedEmployment Period, the Executive willshall receive aan annual base salary ("Annual Base Salary,Salary"), which shall be paid at a monthly rate, at least monthly, which initially will be equal to 12twelve times the highest monthly base salary that was payable to the Executive (for avoidance of doubt,paid or payable, including any base salary which has been earned but deferred bydeferred, to the Executive)Executive by the Company during anyand its affiliated companies in respect of the 12 calendar months12‑month period immediately preceding the month in which the Change in ControlEffective Date occurs. During the ProtectedEmployment Period, the Annual Base Salary willshall be reviewed wheneverno more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually and shall be first increased no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date and thereafter at least annually by the higher of # the average increase (excluding promotional increases) in base salary awarded to the Executive for each of the three full fiscal years (annualized in the case of any fiscal year consisting of less than twelve full months or during which the Executive was employed for less than twelve months) prior to the Effective Date, and # the percentage increase (excluding promotional increases) in base salary generally awarded to peer executives of the Company undertakes a salary reviewand its affiliated companies for the year of the Executive’s peer officers, but no less than once annually.determination. Any increase in Annual Base Salary willshall not serve to limit or reduce any other obligation to the Executive under this Agreement. Annual Base Salary mayshall not be reduced duringafter any such increase and the Protected Period, regardless of whether theterm Annual Base Salary has previously beenas utilized in this Agreement shall refer to Annual Base Salary as so increased. As used in this Agreement, the term "affiliated companies" shall include any company controlled by, controlling or under common control with the Company.
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