Termination of Employment Prior to a Change in Control. (a) The Company and the Executive shall each retain the right to terminate the employment of the Executive at any time prior to a Change in Control of the Company. In the event the Executive's employment is terminated prior to a Change in Control of the Company, this Agreement shall, except as provided in Subsection (b) below, be terminated and of no further force and effect, and any and all rights and obligations of the parties hereunder shall cease.
Termination of Employment Prior to a Change in Control. Prior to any Change in Control, the Employer may terminate the employment of the Employee for Cause pursuant to this Agreement. Prior to any Change in Control, the Employee may terminate his employment pursuant to this Agreement if the Employer fails to make full and timely payments of all sums provided for in Sections 5 and 6 hereof (subject to Section 7.2 hereof), or otherwise shall breach its covenants hereunder in any material respect.
Termination of Employment Prior to a Change in Control. If, prior to a Change in Control, the Executive's employment with the Company is terminated (x) by the Company other than for Cause or Disability or (y) by the Executive for any reason the Company shall:
Termination of Employment Prior to a Change in Control. Employee shall be entitled to terminate his employment prior to a Change in Control at any time upon sixty (60) days' prior written notice. The Company shall be entitled to terminate Employee's employment at any time prior to a Change in Control with or without cause upon sixty (60) days' prior written notice (or the payment of salary in lieu thereof). This Section shall not be construed to reduce any accrued benefits payable in connection with any termination of Employee's employment prior to a Change in Control. Nothing expressed or implied in this Agreement shall create any right or duty on the part of the Company or Employee to have Employee remain in the employment of the Company prior to a Change in Control.
Termination of Employment Prior to a Change in Control. 8.1 In the event of a termination by the Company without Good Cause or a termination by Executive for Good Reason during the Period of Employment and prior to a Change in Control, the provisions of this section 8 shall apply. Any provision of this Agreement to the contrary notwithstanding, the payments, benefits and other matters provided in this section 8 in the event of such a Termination are in addition to any such items provided by section 6.
Termination of Employment Prior to a Change in Control. The Executive's employment hereunder may be terminated during the Term in accordance with this Section 4.
Termination of Employment Prior to a Change in Control. This Agreement shall automatically terminate upon Executive's termination of employment for any reason prior to the occurrence of a Change in Control, and Executive shall not be entitled to any payments or benefits hereunder.
Termination of Employment Prior to a Change in Control. Except as provided in Section 4(c) and subject to satisfaction of Section 4(e), if prior to a Change in Control the Executive’s employment is terminated by the Company without Cause (other than on account of the Executive’s death or disability) or is terminated by the Executive for Good Reason, then the Executive shall be entitled to receive (i) the Accrued Rights and (ii) a payment equal to two times (2x) his then current annual Base Salary. The Executive shall have no further right to receive any other compensation or benefits after such termination or resignation of employment, except for the continuation of health benefits as provided under applicable law. Except as otherwise required under Section 6(b), such amount shall be paid to the Executive in a lump sum no later than the forty-fifth (45th) day immediately following the Executive’s “separation from service” (as defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)), provided the Executive first executes a release of any and all claims against the Company (set forth in Section 4(e), below) and the revocation period specified therein has expired without the Executive revoking such release.
Termination of Employment Prior to a Change in Control. Notwithstanding the foregoing provisions of Section 4(a), if the Executive’s employment is terminated by the Company other than for Cause or Disability prior to a Change in Control, and it is reasonably demonstrated that such termination (x) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (y) otherwise arose in connection with a Change in Control, then for all purposes of this Agreement, such termination shall be deemed to have occurred immediately following a Change in Control; in addition, if the Executive’s employment is terminated by the Company other than for Cause or Disability within the ninety (90) days prior to a Change in Control, such termination shall conclusively be deemed to have occurred following a Change in Control. For further clarification, the provisions of this Section 4 will not apply if the Executive voluntarily terminated his or her employment, whether or not for Good Reason, prior to a Change in Control (i.e, the Executive may terminate for Good Reason only after the Effective Date of a Change in Control of the Company).
Termination of Employment Prior to a Change in Control. (a) The Company and the Executive shall each retain the right to terminate the employment of the Executive at any time prior to a Change in Control of the Company. In the event the Executive's employment is terminated prior to a Change in Control of the Company, this Agreement shall, except as provided in Subsection (b) below, be terminated and of no further force and effect, and any and all rights and obligations of the parties hereunder shall cease. (b) If the Executive's employment is terminated by the Company prior to the occurrence of a Change in Control of the Company, and if it can be shown that the Executive's termination (i) was at the direction or request of a third party that had taken steps reasonably calculated to effect the Change in Control of the Company thereafter, or (ii) otherwise occurred in connection with, or in anticipation of, the Change in Control of the Company, the Executive shall have the rights described in Section 7(d) below, as if a Change in Control of the Company
