Termination Prior to a Change in Control. If, prior to the Determination Date and prior to a Change in Control, the Participant’s Continuous Service is terminated by the Company other than for Cause or by the Participant on account of Good Reason, death or Disability, then the Participant’s Performance Share Unit number shall be determined (or that of the Participant’s designated beneficiary in the event of the Participant’s death) in accordance with Exhibit 1, and the Participant shall at the time of such termination be vested in a number of shares of Stock determined by the product of (i) such Performance Share Unit number, multiplied by (ii) a fraction, the numerator of which is the lesser of 36 or the number of full months completed since January 1, 2010 as of the date of such termination, and the denominator of which is 36. Subject to Section 3(f), all shares of Stock to be issued to the Participant under this Section 3(c), if any, shall be issued to the Participant (or the Participant’s designated beneficiary in the event of the Participant’s death) as soon as practicable after the Participant’s Continuous Service is terminated but in no event later than March 15 of the calendar year following the calendar year in which the Participant’s Continuous Service is terminated (or, if the Participant’s Continuous Service is terminated on or after January 1, 2013, March 15, 2013). If the Participant becomes entitled to any shares of Stock under this Section 3(c), he or she shall not be entitled to receive any shares of Stock under any other subsection of this Section 3.
Termination Prior to a Change in Control. (i) At any time prior to a Change in Control, the Company may terminate this Agreement upon nine (9) months’ prior written notice in the form of a Notice of Termination, and this Agreement shall terminate upon the effective date specified in such Notice of Termination; provided, however, such Notice of Termination shall have no force or effect in the event of the occurrence of a Change in Control prior to such effective date.
Termination Prior to a Change in Control. Notwithstanding anything contained in Section 4.01, in the case of a termination of employment prior to the occurrence of a Change in Control, the Company shall have no obligation to pay or provide any compensation or benefits hereunder prior to the occurrence of the Change in Control.
Termination Prior to a Change in Control. 4.1.1 Prior to a Change in Control, the Employers may terminate the Employee's employment under this Section of the Agreement for any reason.
Termination Prior to a Change in Control. In the event that Executive’s employment with the Company is terminated prior to a Change in Control on account of an involuntary termination by the Company for any reason other than Cause, death or Disability, Executive shall be entitled to the benefits provided in subsection (b) of this Section 2.
Termination Prior to a Change in Control. Notwithstanding anything in this Agreement to the contrary, if a Change in Control occurs and the Executive’s employment with the Company or an Affiliate was terminated by the Company or an Affiliate prior to the Change in Control Date other than for Cause or Disability, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control, or (ii) otherwise arose in connection with or in anticipation of a Change in Control, then for all purposes of this Agreement the Executive’s termination of employment be treated as an involuntary termination of the Executive’s employment occurring immediately after the Change in Control Date, and the Executive shall be entitled to receive the amounts described in Section 5.1 of this Agreement.
Termination Prior to a Change in Control. Anything in this Agreement to the contrary notwithstanding, if a Change in Control occurs and not more than 180 days prior to the date on which the Change in Control occurs, the Executive’s employment with the Company is terminated by the Company, such termination of employment will be deemed to be a termination of employment after a Change in Control for purposes of this Agreement if the Executive has reasonably demonstrated that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control, or (ii) otherwise arose in connection with or in anticipation of a Change in Control.
Termination Prior to a Change in Control. In the event that Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason and a Change in Control occurs within 12 months following such termination, then the Executive’s rights, benefits and other entitlements set forth in Section 6(a) shall cease and in lieu of such rights, benefits and entitlement the Executive shall be entitled to the rights benefits and entitlement as provided for in Sections 6(g) and 6(h); provided, however, that the lump sum payment provided for in the first sentence of Section 6(h) shall be reduced by any severance paid pursuant to clauses 6(a)(1) and 6(a)(2).
Termination Prior to a Change in Control. This Agreement does not provide for the payment or provision of severance benefits in connection with a termination by Employee or the Company prior to and not in connection with a Change in Control. Employee's rights to any such benefits shall continue to be governed by law or other written agreement, if any exists between Employee and the Company, and nothing in this Agreement is intended to change, or shall be construed as changing, any of the legal or contractual rights of either party to terminate Employee's employment (for Cause, at-will, for Good Reason, or otherwise) prior to and not in connection with a Change in Control.
Termination Prior to a Change in Control. If the Company terminates Executive’s employment without Cause (excluding death or Disability) or if Executive resigns from employment with the Company for Good Reason and such termination occurs prior to a Change in Control, then subject to Section 4, Executive will receive the following:
