Termination Prior to Change of Control. Except as described herein in the event of a Change of Control, this Agreement is not intended to vest in Employee any right to continued employment by Company. Absent such a Change of Control and unless specifically established otherwise by agreement between the Company and Employee, Employee’s employment status with the Company is one of employment at-will.
Termination Prior to Change of Control. In the event the Company terminates (or elects not to renew) this Agreement without Cause, and such termination (or non-renewal) without Cause occurs prior to any Change of Control, Executive shall be entitled to receive his Base Salary through the Date of Termination, the welfare benefits described in Section 3(A)(iii) for the Benefit Period, and not later than thirty (30) days after the Date of Termination, a lump sum severance payment equal to the product of two (2) times the sum of Executive's then-current Base Salary plus the arithmetic average of payments made to Executive pursuant to the Company's Executive Bonus Compensation Program with respect to the three (3) fiscal years immediately preceding the fiscal year in which the Date of Termination occurs. In addition to the foregoing, to the extent not otherwise required under the Company's Stock Option Plan or any award agreement with Executive, any unvested stock option awards theretofore awarded to Executive shall vest and become exercisable on the Date of Termination. In the event this Agreement is terminated (or not renewed) for any reason other than by the Company without Cause, and such termination (or non-renewal) occurs prior to a Change of Control, Executive shall not be entitled to the continuation of any compensation, bonuses or benefits provided hereunder, or any other payments following the Date of Termination, other than Base Salary earned through such Date of Termination.
Termination Prior to Change of Control. If prior to the Change of Control Date, the Employee's employment with the Company or its affiliated companies terminates for any reason, then the Employee shall have no further rights under this Agreement; provided, however, that the Company may not avoid liability for any termination payments which would have been required during the Employment Period pursuant to Section 8 hereof by terminating the Employee prior to the Employment Period where such termination is carried out in anticipation of a Change of Control and the principal motivating purpose is to avoid liability for such termination payments.
Termination Prior to Change of Control. Section 3.1 Termination of Employment by the Company without
Termination Prior to Change of Control. If prior to the Change of Control Date, the Executive's employment with the Company or its affiliated companies terminates for any reason, then the Executive shall have no further rights under this Agreement; provided, however, that the Company may not avoid liability for any termination payments that would have been required during the Employment Period pursuant to Section 7 hereof by terminating the Executive prior to the Employment Period where such termination is carried out in anticipation of a Change of Control and the principal motivating purpose is to avoid liability for such termination payments.
Termination Prior to Change of Control. In the event the Company terminates (or elects not to renew) this Agreement without Cause, and such termination (or nonrenewal) without Cause occurs prior to any Change of Control, or in the event Executive terminates (or elects not to renew) this Agreement for Good Reason described in Section 4.1 (d)(i) or (iii) (even though such reason occurs prior to a Change of Control), Executive shall be entitled to receive his Base Salary through the Date of Termination, the welfare benefits described in Section 3.2 for the Benefit Period, and not later than thirty (30) days after the Date of Termination, a lump sum severance payment equal to the sum of six (6) months of Executive's then current Base Salary plus a pro-rated bonus based on Executive's performance in the fiscal year in which the Date of Termination occurs. In addition, to the extent not otherwise required under the Company's Stock Option Plan or any award agreement with Executive, any unvested stock option awards theretofore awarded to Executive which would otherwise vest and become exercisable during the twelve (12) month period commencing on the Date of Termination shall vest and become exercisable beginning on the Date of Termination in accordance with the applicable option agreement. In the event this Agreement is terminated (or not renewed) for any reason other than by the Company without Cause or by Executive for Good Reason described in Section 4.1 (d)(i) or (iii), and such termination (or nonrenewal) occurs prior to a Change of Control, Executive shall not be entitled to the continuation of any compensation, bonuses or benefits provided hereunder, or any other payments following the Date of Termination, other than Base Salary earned through such Date of Termination.
Termination Prior to Change of Control. If prior to a Change of --------------------------------------- Control
(a) the Executive shall resign as Division President of the Company at the request of the Company or because the duties and responsibilities of the Division President have been significantly modified by the Company without his consent or (b) another is appointed Division President in place of the Executive (such resignation or replacement of the Executive being hereinafter referred to a "Termination"), the Executive shall continue to be an employee of the Company and be compensated and receive benefits in accordance with this Agreement; provided, however, that if Executive's resignation shall be requested by the Company for Cause or if Executive is replaced for Cause, such resignation or replacement shall not be deemed a Termination for the purpose of this Agreement and shall not entitle Executive to continue to be an employee of the Company and be compensated and receive the benefits provided for in this Agreement.
Termination Prior to Change of Control. Notwithstanding the provisions of Section 3 hereof, if, prior to January 1, 2014, the Grantee’s employment with the Company is terminated (i) by the Company without “Cause”, (ii) by the Grantee with “Good Reason” or (iii) due to a “Non-Renewal Termination” (each as defined in that certain Executive Employment Agreement between the Company and the Grantee effective March 22, 2011 (the “Employment Agreement”)), then the RSUs shall vest on a pro rata basis determined by multiplying the total number of RSUs subject to this Agreement by a fraction, the numerator of which shall be the number of months between March 22, 2011 and the Grantee’s “Date of Termination” (as defined in the Employment Agreement) and the denominator of which shall be 33.
Termination Prior to Change of Control. (a) Prior to the occurrence of a Change of Control, (i) if Executive's employment is involuntarily terminated at any time by the Company without Cause or (ii) if Executive terminates his employment on account of Good Reason, the termination of employment will be a Termination Event, and the Company shall pay Executive the compensation and benefits described in Article III; provided, however, that if such termination is also described in Section 2(a)(i) of the Severance Plan, compensation and benefits shall be paid to Executive pursuant to this Agreement and not pursuant to the Severance Plan, and this Agreement shall be considered to have amended the Severance Plan for this purpose.
(b) Prior to the occurrence of a Change of Control, if Executive's employment (i) is involuntarily terminated by the Company with Cause, (ii) is terminated on account of death or disability or (iii) is terminated by Executive for any other reason other than Good Reason, including, without limitation, retirement, then the termination of employment will not be a Termination Event, Executive will not be entitled to receive any payments or benefits under the provisions of this Agreement, except as otherwise specifically set forth herein, and the Company will cease paying compensation or providing benefits to Executive as of Executive's termination date, except as otherwise provided by a written agreement between Executive and the Company.
Termination Prior to Change of Control. In the event the Company terminates (or elects not to renew) this Agreement without Cause, and such termination (or nonrenewal) without Cause occurs prior to any Change of Control, Executive shall be entitled to receive her Base Salary through the Date of Termination, the welfare benefits described in Section 3.2 for the Benefit Period, and not later than thirty (30) days after the Date of Termination, a lump sum severance payment equal to the sum of six (6) month's of EMPLOYEE's then current Base Salary plus a pro-rated bonus based on Executive's performance in the fiscal year in which the Date of Termination occurs. In addition, to the extent not otherwise required under Curative Holding's Stock Option Plan or any award agreement with Executive, any unvested stock option awards theretofore awarded to Executive which would otherwise vest and become exercisable during the twelve (12) month period commencing on the Date of Termination shall vest and become exercisable on the Date of Termination. In the event this Agreement is terminated (or not renewed) for any reason other than by the Company without Cause, and such termination (or nonrenewal) occurs prior to a Change of Control, Executive shall not be entitled to the continuation of any compensation, bonuses or benefits provided hereunder, or any other payments following the Date of Termination, other than Base Salary earned through such Date of Termination.
