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 had occurred on the date immediately preceding such termination.
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. 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. 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:
(i) continue to pay and otherwise provide to the Executive, during any notice period (not to exceed thirty (30) days), all compensation, base salary and previously accrued but unpaid bonuses (if any) and shall continue to allow the Executive to participate in any welfare benefit plans in accordance with the terms of such plans;
(ii) pay to the Executive any accrued but unused vacation pay; and
(iii) pay to the Executive the Executive's then current base salary for a period of one (1) year following the Date of Termination, paid in installments at such times as Executive would normally receive payroll checks as though employed by the Company through the severance payment period.
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.
8.2 In the event of a termination of employment pursuant to section 8.1 above, the Company shall, as liquidated damages, severance pay, and payment for services rendered in the past, pay to Executive an amount equal to the Average Annual Earnings of Executive during the remainder of the Period of Employment. Such amount shall be paid to Executive in a lump sum within 60 days after his date of termination of employment, but not earlier than the first date on which the Company may make such payment without causing an additional tax to be paid by Executive under Section 409A of the Internal Revenue Code and the regulations thereunder (“Section 409A”). During the remaining Period of Employment, Executive, his dependents and beneficiaries shall continue to be entitled to all benefits under employee benefit plans of the Company as if Executive were still employed and the period for which such payments are provided shall be continued service with the Company for the purpose of continued credits under the employee benefits plans and for purposes of determining payments and other rights in respect of awards made or accrued prior to termination under Executive incentive plans referred to in section 4.2; provided, however, if continued participation in any one or more of such plans is not possible under the terms thereof, the Company shall provide substantially identical benefits. In the event the Company contributions for coverage under the Welfare Plans would be treated as deferred compensation under Section 409A and contributions during the six (6) months following the date of Executive’s separation from service would cause Executive to be subject to an additional tax under Section 409A, Executive shall pay the entire cost of coverage during such six-month period and the Company shall reimburse Executive for the amount that the Company would have paid during such period on the first date that the Company may make such payment without causing an additional tax to be paid by Executive under Section 409A.
8.3 If prior to a C...
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. If, prior to a Change in Control: (i) the Company shall terminate the Executive's employment, or (ii) the Executive shall terminate employment with the Company, and such termination is not due to Executive's death or Disability, then:
3.1 (a) "Accrued Obligations": Within 30 days after the Date of Termination, the Company shall pay to the Executive the sum of (1) the Executive's Annual Base ----------- Salary through the Date of Termination to the extent not ------ previously paid, (2) any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and (3) any accrued vacation pay; in each case to the extent not previously paid.
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:
(i) continue to pay and otherwise provide to the Executive, during any notice period (not to exceed thirty (30) days), all
Termination of Employment Prior to a Change in Control. Except as provided in Section 4(b) and subject to satisfaction of Section 4(d), if prior to a Change in Control the Executive’s employment is terminated by the Company for any reason other than Cause or is terminated by the Executive for Good Reason, then the Executive shall be entitled to receive 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(d), below) and the revocation period specified therein has expired without the Executive revoking such release.
(i) For purposes of this Agreement the term “Change in Control” shall be as defined in the Company’s 2013 Equity Incentive Plan, as set forth on the date such plan first became effective.
