In the event of an employment termination by Veritiv without cause or by the executive for "good reason," within twenty-four months following, or within six months prior to, a change in control, the Executive Severance Plan provides that the NEOs would be entitled to two times the sum of the NEO's base salary and target AIP bonus. In addition, the NEO is entitled to a pro-rata AIP bonus calculated at target (100%) performance and medical coverage for eighteen months. A "change in control" is defined in the Executive Severance Plan and the 2014 Omnibus Incentive Plan to include consummation of certain mergers, the acquisition of more than 50% of the combined voting power of the Company's voting securities, the sale of all or substantially all of the Company's assets, shareholder approval of a complete liquidation or dissolution, and a change in the majority of the Board. Termination for "good reason" under the Executive Severance Plan includes a relocation of an NEO's primary work location by more than fifty miles from the current location, material diminution in authority, duties or responsibilities or material reduction in salary, target bonus or material failure to satisfy obligations under an NEO's offer letter. In addition, the NEO is entitled to vesting of the Long-Term Incentive Awards without pro-ration for actual service and based on actual company performance for completed periods and target (100% company performance) for pending periods in the event of a qualifying employment termination following a change in control.
c.AIP Bonus.You will be eligible for a pro-rated bonus payout under the 2019 AIP based on your target bonus percentage, which will be calculated and paid based on the terms and conditions of the Plan, including actual Plan funding and performance measures.Any AIP bonus will be paid to you when paid to active employees, which is expected to be by March 15, 2020.
Because we treated the separation as an involuntary termination without cause, Mr.Davis received a severance payment in the form of a one-time cash payment equal to $1,094,000 (175% of his then-current annual base salary). This amount equaled his contractual severance entitlement under his employment agreement. Given that we had completed the 2016 performance year but not yet paid or determined 2016 AIP cash bonuses at the time of Mr.Daviss separation, the Committee determined it was appropriate to provide him his 2016 AIP bonus if and when paid for the 2016 performance year and as calculated under the AIP. As described above however under 2016 Compensation DecisionsAnnual Cash Incentive (AIP) Compensation on page 23, our Compensation Committee subsequently determined in April 2017 not to award any of our executive officers AIP cash bonuses for the 2016 performance year, and so Mr.Davis ultimately did not receive any 2016 AIP bonus. The Committee also agreed to reimburse Mr.Davis for up to $10,000 for his outside legal expenses incurred in negotiating his separation agreements with the Company.