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Common use of Death and Disability Clause in Contracts

Death and Disability. (a) The Employment Term shall terminate on the date of Employee’s death, in which event the Company shall, within 30 days of the date of death, pay to his estate, Employee’s Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated), reimbursable expenses and benefits owing to Employee through the date of Employee’s death together with any benefits payable under any life insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee’s estate will not be entitled to any other compensation upon termination of this Agreement pursuant to this subparagraph 8(a). (b) The Employment Term shall terminate upon Employee’s Disability. For purposes of this Agreement, “Disability” shall mean that Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. For purposes of determining Employee’s Disability, the CEO may rely on a determination by the Social Security Administration that Employee is totally disabled or a determination by the Company’s disability insurance carrier that Employee has satisfied the above definition of Disability. In case of such termination, Employee shall be entitled to receive his Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated), reimbursable expenses and benefits owing to Employee through the date of termination within 30 days of the date of the Company’s determination of Employee’s Disability, together with any benefits payable under any disability insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee will not be entitled to any other compensation upon termination of his employment pursuant to this subparagraph 8(b).

Appears in 5 contracts

Samples: Employment Agreement (Perficient Inc), Employment Agreement (Perficient Inc), Employment Agreement (Perficient Inc)

Death and Disability. (ai) The Employment Term shall terminate on Executive's employment hereunder and the date of Employee’s death, in which event the Company shall, within 30 days of the date of death, pay to his estate, Employee’s Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated), reimbursable expenses and benefits owing to Employee through the date of Employee’s death together with any benefits payable under any life insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee’s estate will not be entitled to any other compensation upon termination of this Agreement pursuant to this subparagraph 8(a). (b) The Employment Term shall terminate upon Employee’s Disabilityhis death or upon his becoming Totally Disabled. For purposes of this Agreement, “Disability” the Executive shall mean be "Totally Disabled" if he is physically or mentally incapacitated so as to render him incapable of performing his usual and customary duties as an executive for more than 150 consecutive days. The Executive's receipt of Social Security disability benefits shall be deemed conclusive evidence of Total Disability for purposes of this Agreement; provided, however, that Employee in the absence of his receipt of such Social Security benefits, the Board of Directors of the Company may, in its reasonable discretion, but based upon appropriate medical evidence, determine that the Executive is unable Totally Disabled. (ii) In the event of the Executive's death (while Totally Disabled or otherwise) after his Retirement Benefit has commenced to engage in any substantial gainful activity by reason be paid, the Company shall continue to pay such Retirement Benefit to his Beneficiary until five years after such commencement. If the Executive's Retirement Benefit pursuant to Section 3(d) hereof has not commenced to be paid on the date of any medically determinable physical or mental impairment which can his death, such benefit shall commence to be expected paid to result in death or can be expected to last his Beneficiary on the first day of the month next following his date of death, as if such payments had commenced at his Commencement Date and shall continue for a continuous period five years after his date of not less than 12 monthsdeath. For purposes of determining Employee’s Disabilitythis Agreement, the CEO Executive's "Beneficiary" shall be deemed to be his spouse; if his spouse predeceases him (or if he is not married at the time of his death), his Beneficiary shall be deemed to be his estate. (iii) If Executive dies or becomes Totally Disabled during the Employment Term, the Executive or his estate, as the case may rely on a determination by the Social Security Administration that Employee is totally disabled or a determination by the Company’s disability insurance carrier that Employee has satisfied the above definition of Disability. In case of such terminationbe, Employee shall be entitled to receive his Base Salary, any unpaid bonus awards (including any bonus award all benefits earned under the Performance Plans and Equity Plans as and for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated), reimbursable expenses and benefits owing to Employee through the date of termination within 30 days of the date of the Company’s determination of Employee’s Disability, together with any benefits payable under any disability insurance program so long as provided in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee will not be entitled to any other compensation upon termination of his employment pursuant to this subparagraph 8(b)such plans.

Appears in 4 contracts

Samples: Employment Agreement (MDC Holdings Inc), Employment Agreement (MDC Holdings Inc), Employment Agreement (MDC Holdings Inc)

Death and Disability. (a) The Employment Term shall terminate on the date of Employee’s death, in which event the Company shall, within 30 days of the date of death, pay to his estate, Employee’s Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended 's employment under this Agreement may also cease prior to the time employment terminated where end of the award was scheduled to be paid after the date employment terminated), reimbursable expenses and benefits owing to Employee through the date of Employee’s death together with any benefits payable under any life insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee’s estate will not be entitled to any other compensation upon termination Term of this Agreement pursuant to this subparagraph 8(a)in the event of the Employee's death or upon the Employee becoming "Totally Disabled. (b) The Employment Term shall terminate upon Employee’s Disability. " For purposes of this Agreement, “Disability” "Totally Disabled" shall mean that such situation where, because of injury (the "Injury") or sickness (the "Sickness"), the Employee is unable to engage perform the material duties of his regular occupation for a specified period; and, solely due to Injury or Sickness, he is unable to earn more than the percentage of his Indexed Covered Earnings (as that term is defined in any substantial gainful activity by reason the Employer's Long-Term Disability Summary Plan Description) from working in his regular occupation. Thereafter, "Totally Disabled" shall mean such situation where the Employee is disabled in that his Injury or Sickness makes him unable to perform the material duties of any medically determinable physical occupation for which he may reasonably become qualified based on education, training or mental impairment which can be expected experience; and solely due to result such Injury or Sickness, he is unable to earn more than the percentage of his Indexed Covered Earnings (as that term is defined in death or can be expected to last for a continuous period of not less than 12 monthsthe Employer's Long-Term Disability Summary Plan Description). For purposes of determining Employee’s Disability, this Agreement the CEO may rely on a determination by Employee shall be "Totally Disabled" as of the Social Security Administration that Employee is totally disabled or a determination by date he becomes entitled to receive disability benefits under the Company’s Employer's long term disability insurance carrier that Employee has satisfied the above definition of Disabilityplan. In case of such terminationthe event that the Employee's employment is terminated by his death or upon becoming "Totally Disabled," the Employee or the Employee's heirs or estate (as applicable), Employee shall be entitled to receive his Base Salary, (i) any accrued but unpaid bonus awards (including any bonus award salary for a plan year that has ended prior services rendered to the time employment terminated where the award was scheduled to be paid after the date employment terminated), reimbursable expenses and benefits owing to Employee through the date of termination within 30 days of as determined pursuant to Section 4, (ii) any vacation accrued under the Employer's policy to the date of the Company’s determination termination, and (iii) any accrued but unpaid expenses pursuant to Section 14 of Employee’s Disability, together with any benefits payable under any disability insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, . The benefits to which the Employee will not may be entitled to any other compensation upon termination of his employment pursuant to the plans and arrangements referred to in Section 6 of this subparagraph 8(b)Agreement shall be determined and paid in accordance with the terms of such plans and arrangements.

Appears in 4 contracts

Samples: Employment Agreement (Presstek Inc /De/), Employment Agreement (Presstek Inc /De/), Employment Agreement (Presstek Inc /De/)

Death and Disability. (a) The Employment Term shall terminate on the date of Employee’s 's death, in which event the Company shall, within 30 days of the date of death, pay to his estate, Employee’s 's Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated)awards, reimbursable expenses and benefits owing to Employee through the date of Employee’s 's death together with a lump-sum equal to one year's Base Salary and Target Bonus and any benefits payable under any life insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee’s 's estate will not be entitled to any other compensation upon termination of this Agreement pursuant to this subparagraph 8(a). (b) The Employment Term shall terminate upon Employee’s 's Disability. For purposes of this Agreement, "Disability" shall mean that Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. For purposes of determining Employee’s 's Disability, the CEO Board may rely on a determination by the Social Security Administration that Employee is totally disabled or a determination by the Company’s 's disability insurance carrier that Employee has satisfied the above definition of Disability. In case of such termination, Employee shall be entitled to receive his Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated), reimbursable expenses and benefits owing to Employee through the date of termination within 30 days of the date of the Company’s 's determination of Employee’s 's Disability. In addition, the Company shall pay to Employee an amount equal to one year's Base Salary and Target Bonus, payable in installments through regular payroll over the one year period commencing on the date of the Company's determination of Employee's Disability, together with any benefits payable under any disability insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee will not be entitled to any other compensation upon termination of his employment pursuant to this subparagraph 8(b).

Appears in 2 contracts

Samples: Employment Agreement (Perficient Inc), Employment Agreement (Perficient Inc)

Death and Disability. (a) The Employment Term shall terminate on the date of Employee’s 's death, in which event the Company shall, within 30 days of the date of death, pay to his estate, Employee’s 's Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated), reimbursable expenses and benefits owing to Employee through the date of Employee’s 's death together with any benefits payable under any life insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee’s 's estate will not be entitled to any other compensation upon termination of this Agreement pursuant to this subparagraph 8(a). (b) The Employment Term shall terminate upon Employee’s 's Disability. For purposes of this Agreement, "Disability" shall mean that Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. For purposes of determining Employee’s 's Disability, the CEO may rely on a determination by the Social Security Administration that Employee is totally disabled or a determination by the Company’s 's disability insurance carrier that Employee has satisfied the above definition of Disability. In case of such termination, Employee shall be entitled to receive his Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated), reimbursable expenses and benefits owing to Employee through the date of termination within 30 days of the date of the Company’s 's determination of Employee’s 's Disability, together with any benefits payable under any disability insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee will not be entitled to any other compensation upon termination of his employment pursuant to this subparagraph 8(b).

Appears in 2 contracts

Samples: Employment Agreement (Perficient Inc), Employment Agreement (Perficient Inc)

Death and Disability. The Period of Employment shall end upon the Executive's death. If the Executive experiences a Disability (aas defined below) The during the Period of Employment, the Period of Employment Term shall terminate on may be terminated at the date option of Employee’s deaththe Executive upon notice of resignation to the Company, in which event or at the option of the Company shall, within 30 days upon notice of the date of death, pay to his estate, Employee’s Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior termination to the time employment terminated where the award was scheduled to be paid after the date employment terminated), reimbursable expenses and benefits owing to Employee through the date of Employee’s death together with any benefits payable under any life insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee’s estate will not be entitled to any other compensation upon termination of this Agreement pursuant to this subparagraph 8(a). (b) The Employment Term shall terminate upon Employee’s DisabilityExecutive. For purposes of this Agreement, "Disability" shall mean that Employee is unable have the meaning set forth in Section 409A. The Company's obligation to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected make payments to result in death or can be expected to last for a continuous period of not less than 12 months. For purposes of determining Employee’s Disability, the CEO may rely on a determination by the Social Security Administration that Employee is totally disabled or a determination by the Company’s disability insurance carrier that Employee has satisfied the above definition of Disability. In case Executive under this Agreement shall cease as of such date of termination, Employee shall be entitled to receive his except for Base Salary, Salary and any Annual Bonus earned but unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated), reimbursable expenses and benefits owing to Employee through the date of termination within 30 days as of the date of such termination (the Company’s determination "Accrued Obligations"), and, in such event (a) each of Employee’s the Executive's then outstanding options to purchase shares of Company common stock that were granted prior to July 28, 2006 and options to purchase shares of Wyndham Worldwide Corporation common stock (and its successors) (the "Pre-Existing Options") shall become immediately and fully vested and exercisable (to the extent not already vested) and, shall remain exercisable during the extended post-termination exercise period set forth in the agreements evidencing the terms and conditions of such awards, (b) each option to purchase shares of the Company common stock or stock appreciation right granted on or after July 28, 2006, shall become immediately and fully vested and exercisable (to the extent not already vested) and, notwithstanding any term or provision relating to such option to the contrary, shall remain exercisable until the first to occur of the third (3rd) anniversary of the Executive's termination of employment and the original expiration date of such option or stock appreciation rights, (c) all other long-term equity awards then outstanding shall become immediately vested, and (d) the Company shall pay the Executive (or his surviving spouse, estate or personal representative, as applicable) a cash amount equal to the Executive's target Annual Bonus for the year in which the Executive is terminated multiplied by a fraction the numerator of which is the total number of days during the applicable calendar year during which the Executive was employed by the Company and the denominator of which is 365. Upon the Executive's termination due to death or Disability, together the Executive and each person who is his covered dependent at such time under the Company sponsored health and dental plan shall remain eligible to continue to participate in such plans (as they may be modified from time to time with any benefits payable under any disability insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee will not be entitled respect to any other compensation upon all senior executive officers) until the 2nd anniversary of such termination of his employment pursuant to this subparagraph 8(b(such benefits, the "Continuation of Health Benefits").

Appears in 2 contracts

Samples: Employment Agreement (Avis Budget Group, Inc.), Employment Agreement (Avis Budget Group, Inc.)

Death and Disability. (a) The Employment Term shall terminate on the date of Employee’s death, in which event Period may be deemed terminated by the Company shall, within 30 days upon the death of the date of death, pay to his estate, Employee’s Base Salary, any unpaid bonus awards Executive or Executive becoming Disabled (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminatedas defined below), reimbursable expenses and benefits owing the Company shall have the same obligations to Employee through the date of Employee’s death together with any benefits payable under any life insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, EmployeeExecutive or Executive’s estate will not be entitled as if Executive’s employment had been terminated without Cause by the Company (without requiring the Executive to any other compensation upon termination of this Agreement pursuant to this subparagraph 8(aperform the consulting services described in Section 5.3). (b) The Employment Term shall terminate upon Employee’s Disability. For purposes of this Agreement, Executive shall be DisabilityDisabledshall mean that Employee is if Executive becomes ill or injured (including as a result of mental illness) so as to be unable to substantially perform the duties of his position as determined by a physician selected by Executive and reasonably acceptable to the Company. The timing of payments and benefits under this Section 5.2 is subject to Section 5.8 below.” 4. Section 5.3(a) is amended in its entirety to read as follows: (a) The Employment Period may be terminated at any time by the Company without Cause. If the Company terminates the Employment Period without Cause, the Company shall engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can Executive as a consultant to the Company and Executive will be expected reasonably available to result in death or can be expected to last assist and cooperate with the Company for a continuous period (the “Consulting Period”) commencing on the date of termination and ending on the third anniversary of the date of termination; provided, however, that, during the Consulting Period, Executive shall not less be required to perform services at a level that is more than 12 months20% of the level of services that Executive performed for the Company during the thirty-six month period preceding his termination of employment (and such requirement to provide consulting services shall end upon the Executive becoming Disabled or his death). For purposes The Company shall have the following obligations to Executive during the Consulting Period: (i) a continuation of determining Employeehis base salary (at the greater of the following rates: the rate in effect at the time of such termination or the rate in effect on December 1, 2008) for the Consulting Period, payable in accordance with the second sentence of Section 2.1, but subject to Section 5.8, (ii) (A) If the termination of Executive’s Disability, employment occurs after the CEO may rely on a determination by the Social Security Administration that Employee is totally disabled or a determination by completion of the Company’s disability insurance carrier fiscal year, but prior to the payment of a bonus for that Employee has satisfied the above definition of Disability. In case of such terminationyear, Employee Executive shall be entitled to receive his Base Salarya bonus at such time as bonuses are paid generally to executive officers for such year (but in no event later than December 31 of the year in which the Executive’s employment terminates) in an amount equal to the average of the last three annual bonus payments made to Executive (the “Applicable Bonus Amount”) (for the sake of clarity, the Applicable Bonus Amount shall exclude any unpaid special or supplemental bonuses); (B) payment by the Company to Executive of a bonus awards for the fiscal year in which the termination of employment occurs payable at such time as bonuses are paid generally to executive officers for such year, but no later than December 31 of the year following the year in which Executive’s employment terminates the amount of which to be the Applicable Bonus Amount and (C) payment by the Company to Executive of a bonus for each of the two years following the fiscal year in which the termination of employment occurs payable at such time as bonuses are paid generally to executive officers for such years, but, in each case, in no event later than December 31 of the year following the year to which such bonus relates, the amount of each bonus being equal to the Applicable Bonus Amount; (iii) a continuation of the health, medical, dental, vision and life (including any bonus award for a plan year that has ended prior to the time employment terminated where the award supplemental life) insurance benefits in which Executive was scheduled to be paid after the date employment terminated), reimbursable expenses and benefits owing to Employee through participating on the date of termination within 30 days (a “Welfare Plan”) throughout the Consulting Period; and (iv) all of the Outstanding Equity shall be fully vested and exercisable (or equivalent feature of another form of equity compensation) as of the date on which the Employment Period terminates, and shall remain exercisable (or equivalent) as if Executive remained in the employ of the CompanyCompany during the Consulting Period (or longer if such plan or agreement expressly provides) or, if applicable, as set forth in Section 4(a) or 4(c); provided, however, that the continuation of such salary, welfare benefits and option exercisability (or equivalent) shall end on the occurrence of any circumstance or event that would constitute Cause, including, without limitation, a material breach of the covenants contained in Section 6 below; and provided further, however, that Executive’s determination eligibility to continue to participate in the Welfare Plans identified above shall cease at such time as Executive is offered comparable coverage with a subsequent employer. With respect to any continuation of EmployeeExecutive’s Disabilityinsurance coverage under this Section 5.3, together the Company may require Executive to elect “COBRA,” and, in such case, the Company will, subject to the proviso to the sentence above, pay that portion of the COBRA premium that the Company pays for active employees with the same coverage for the period that Executive is eligible for COBRA. If Executive is precluded from participating in any Welfare Plan by its terms or applicable law, the Company shall provide Executive with benefits payable that are reasonably equivalent in the aggregate to those which Executive would have received under such plan had he been eligible to participate therein. Anything to the contrary herein notwithstanding in this Section 5.3, the Company shall have no obligation to continue to maintain any disability insurance program in which Employee is Welfare Plan solely as a participant. Except as otherwise contemplated by result of the provisions of this Agreement, Employee will not be entitled . The timing of payments under this Section 5.3 is subject to any other compensation upon termination of his employment pursuant to this subparagraph 8(bSection 5.8 below.” 5. Section 5.3(b) is hereby deleted and Section 5.3(c) is renumbered as section 5.3(b).

Appears in 1 contract

Samples: Employment Agreement (HLTH Corp)

Death and Disability. (a) The Employment Term shall terminate on the date of Employee’s death, in which event the Company shall, within 30 days of the date of death, pay to his estate, Employee’s Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated)awards, reimbursable expenses and benefits owing to Employee through the date of Employee’s death together with a lump-sum equal to one year’s Base Salary and Target Bonus, to be calculated for purposes of the lump-sum payable pursuant to this subparagraph 8(a) based on Employee’s Base Salary and Target Bonus amounts in effect as of the expiration of the Prior Agreement and any benefits payable under any life insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee’s estate will not be entitled to any other compensation upon termination of this Agreement pursuant to this subparagraph 8(a). (b) The Employment Term shall terminate upon Employee’s Disability. For purposes of this Agreement, “Disability” shall mean that Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. For purposes of determining Employee’s Disability, the CEO Board may rely on a determination by the Social Security Administration that Employee is totally disabled or a determination by the Company’s disability insurance carrier that Employee has satisfied the above definition of Disability. In case of such termination, Employee shall be entitled to receive his Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated), reimbursable expenses and benefits owing to Employee through the date of termination within 30 days of the date of the Company’s determination of Employee’s Disability. In addition, the Company shall pay to Employee an amount equal to one year’s Base Salary and Target Bonus, to be calculated for purposes of the amount payable pursuant to this subparagraph 8(b)based on Employee’s Base Salary and Target Bonus amounts in effect as of the expiration of the Prior Agreement, payable in installments through regular payroll over the one year period commencing on the date of the Company’s determination of Employee’s Disability, together with any benefits payable under any disability insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee will not be entitled to any other compensation upon termination of his employment pursuant to this subparagraph 8(b).

Appears in 1 contract

Samples: Employment Agreement (Perficient Inc)

Death and Disability. (a) The In the event the Employment Term shall terminate on the date Period ends as a result of EmployeeExecutive’s death, this Agreement shall automatically terminate and Executive’s estate shall be entitled to receive (i) the amounts described in Section 5(f), (ii) any annual bonus payable for services rendered in any annual bonus period for the year which event the Company shall, within 30 days of the date of death, pay to his estate, Employee’s Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended had been completed in its entirety prior to the time employment terminated where date on which the award was scheduled to be paid after Employment Period ends and that had not previously been paid, and (iii) a pro rata portion (based upon the date employment terminated), reimbursable expenses and benefits owing to Employee number of complete months within the fiscal year that shall have elapsed through the date on which the Employment Period ends) of Employee’s death together with any benefits annual bonus that the Board determines Executive would otherwise have received pursuant to Section 4(b) for that calendar year had Executive been employed through the end of the year. The bonus amounts under clauses (ii) and (iii) will be payable under any life insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employeeto Executive’s estate will when and if such annual bonuses would otherwise have been payable had the Employment Period not ended. Notwithstanding the foregoing, Executive’s estate shall not be entitled to any other compensation upon termination pro-rated bonus under clause (iii) unless the date the Employment Period ends is after the first six months of this Agreement pursuant to this subparagraph 8(a). (b) The the fiscal year in which the Employment Term shall terminate upon Employee’s DisabilityPeriod ends. For purposes In the event of this Agreement, “Disability” shall mean that Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. For purposes of determining EmployeeExecutive’s Disability, the CEO may rely on Company shall have the right to terminate this Agreement and Executive’s employment immediately and, if this Agreement and Executive’s employment are so terminated, the Company shall to pay Executive in a determination by the Social Security Administration that Employee is totally disabled or a determination by the Companylump sum payment an amount equal to ninety (90) days of Executive’s disability insurance carrier that Employee has satisfied the above definition of Disabilitysalary. In case of such terminationAdditionally, Employee Executive shall be entitled to receive his Base Salaryannual bonus, any unpaid bonus awards or pro rata portion thereof, as applicable, as described under clauses (including any bonus award for a plan year ii) and (iii) above, except that has ended prior the payments shall be to the time employment terminated where the award was scheduled to be paid after the date employment terminated), reimbursable expenses Executive and benefits owing to Employee through the date of termination within 30 days of the date of the Company’s determination of Employee’s Disability, together with any benefits payable under any disability insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee will not be entitled to any other compensation upon termination of his employment pursuant to this subparagraph 8(b)estate.

Appears in 1 contract

Samples: Employment Agreement (Questcor Pharmaceuticals Inc)

Death and Disability. (a) The Employment Term shall terminate on the date of Employee’s death, in which event the Company shall, within 30 days of the date of death, pay to his estate, Employee’s Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated), reimbursable expenses and benefits owing to Employee through the date of Employee’s death together with any benefits payable under any life insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee’s estate will not be entitled to any other compensation upon termination of this Agreement pursuant to this subparagraph 8(a). (b) The Employment Term shall terminate upon Employee’s Disability. For purposes of this Agreement, “Disability” shall mean that Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. For purposes of determining Employee’s Disability, the CEO may rely on a determination by the Social Security Administration that Employee is totally disabled or a determination by the Company’s disability insurance carrier that Employee has satisfied the above definition of Disability. In case of such termination, Employee shall be entitled to receive his Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated), reimbursable expenses and benefits owing to Employee through the date of termination within 30 days of the date of the Company’s determination of Employee’s Disability, together with any benefits payable under any disability insurance program in which Employee is a participant. Except as otherwise contemplated by this 9944862.5 - 3 - Agreement, Employee will not be entitled to any other compensation upon termination of his employment pursuant to this subparagraph 8(b).

Appears in 1 contract

Samples: Employment Agreement (Perficient Inc)

Death and Disability. (a) The Employment Term shall terminate on the date of Employee’s death, in which event the Company shall, within 30 days of the date of death, pay to his estate, Employee’s Base Salary, any unpaid cash bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated)awards, reimbursable expenses and benefits owing to Employee through the date of Employee’s death together with a lump-sum equal to one year’s Base Salary and Target Bonus and any benefits payable under any life insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee’s estate will not be entitled to any other compensation upon termination of this Agreement pursuant to this subparagraph 8(a). (b) The Employment Term shall terminate upon Employee’s Disability. For purposes of this Agreement, “Disability” shall mean that Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. For purposes of determining Employee’s Disability, the CEO Board may rely on a determination by the Social Security Administration that Employee is totally disabled or a determination by the Company’s disability insurance carrier that Employee has satisfied the above definition of Disability. In case of such termination, Employee shall be entitled to receive his Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated), reimbursable expenses and benefits owing to Employee through the date of termination within 30 days of the date of the Company’s determination of Employee’s Disability. In addition, the Company shall pay to Employee an amount equal to one year’s Base Salary and Target Bonus, payable in installments through regular payroll over the one year period commencing on the date of the Company’s determination of Employee’s Disability, together with any benefits payable under any disability insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee will not be entitled to any other compensation upon termination of his employment pursuant to this subparagraph 8(b).

Appears in 1 contract

Samples: Employment Agreement (Perficient Inc)

Death and Disability. In the event of the death of Executive or, at the Company's election, in the event of his Permanent Disability (as defined below) during the term of this Agreement and while Executive is in the employ of the Company, Executive's employment shall terminate; provided, however, that: (a) The Employment Term Executive (or his personal representatives, heirs or beneficiaries as the case may be) shall terminate on be entitled to: (v) Any unpaid Base Compensation, including credited but unused vacation pay accrued up to the date of Employee’s death, such termination. (w) Any unpaid Incentive Compensation Award described in paragraph 3(b) with respect to the performance period prior to Executive's death or Permanent Disability. (x) A pro-rata portion of the amount of the Incentive Compensation Award earned for the performance period in which event the Company shall, within 30 termination occurs determined by multiplying the Incentive Compensation Amount earned through the end of the performance period in which termination occurs (as determined by actual performance through the end of that period) by the number of days of in the performance period prior to the date of deathtermination and dividing such product by the number of days in the performance period. (y) If Executive's termination of employment occurs before the last day of the Performance Period with respect to a Long-Term Incentive Award, pay Executive (or Executive's estate) shall be entitled to his estatea payment with respect to the Long-Term Incentive Award in accordance with the terms of the award, Employee’s Base Salarywith the amount determined as though Executive remained employed by the Company through the end of the Performance Period, any unpaid bonus awards and the performance through Executive's date of termination of employment was extrapolated to the end of the period, but subject to a pro rata reduction for the portion of the Performance Period after Executive's termination of employment. Distribution under this paragraph (including any bonus award y) shall be made as soon as practicable after Executive's date of termination. (z) Any unexercised option to purchase stock of the Company held by Executive upon termination of employment may be exercised on or after the date of termination only as to that portion of the covered shares for a plan year that has ended which it was exercisable immediately prior to the time employment terminated where date of termination, and may be exercised through the award was scheduled to be paid after one-year anniversary of such date of termination, but in no event later than the date employment terminated), reimbursable expenses and benefits owing to Employee through on which such option would expire if Executive had remained employed by the date of Employee’s death together with any benefits payable under any life insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee’s estate will not be entitled to any other compensation upon termination of this Agreement pursuant to this subparagraph 8(a)Company. (b) The Employment Term shall terminate upon Employee’s Disability. For purposes of this Agreement, “Disability” shall mean that Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. For purposes of determining Employee’s Disability, the CEO may rely on a determination by the Social Security Administration that Employee is totally disabled or a determination by the Company’s disability insurance carrier that Employee has satisfied the above definition of Disability. In case of such termination, Employee shall be entitled to receive his Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated), reimbursable expenses and benefits owing to Employee through the date of termination within 30 days of the date of the Company’s determination of Employee’s Disability, together with any benefits payable under any disability insurance program in which Employee is a participant. Except as otherwise contemplated by provided in this AgreementSection 6, Employee will not be entitled to the rights of Executive or his personal representatives, heirs or beneficiaries under any other compensation upon termination benefit plan, program or arrangement in which he was participating at the time of his employment pursuant to this subparagraph 8(b)termination, including any benefits which shall have accrued and vested under the terms of any plan, program or arrangement described in Section 4, and his right under any long-term incentive compensation plan, shall be determined by the applicable terms of such plans, programs or arrangements.

Appears in 1 contract

Samples: Employment Agreement (Cna Financial Corp)

Death and Disability. (a) The Employment Term shall terminate on If the date of Employee’s death, in which event the Company shall, within 30 days of the date of death, pay to his estate, Employee’s Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time Executive's employment is terminated where the award was scheduled to be paid after the date employment terminated), reimbursable expenses and benefits owing to Employee through the date of Employee’s death together with any benefits payable under any life insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee’s estate will not be entitled to any other compensation upon termination of this Agreement pursuant to this subparagraph 8(a). (b) The Employment Term shall terminate upon Employee’s Disability. For purposes of this Agreement, “Disability” shall mean that Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in the Executive's death or can be expected to last for a continuous period of not less than 12 months. For purposes of determining Employee’s DisabilityDisability during the Employment Term, then the CEO may rely on a determination by the Social Security Administration that Employee is totally disabled or a determination by the Company’s disability insurance carrier that Employee has satisfied the above definition of Disability. In case of such termination, Employee Executive shall be entitled to receive his the following benefits: i. A lump sum cash payment from the Company to the Executive or, in the case of the Executive's death, to the Executive's designated beneficiaries (or, if there is no such beneficiary, to the Executive's estate or legal representative), made within thirty (30) days after the Date of Termination, equal to the sum of the following amounts (the "Accrued Obligations"): (1) any portion of the Executive's Base Salary, any unpaid bonus awards (including any bonus award for a plan year Salary through the Date of Termination that has ended prior not yet been paid; (2) an amount representing any Short-Term Incentive Compensation for the period that includes the Date of Termination, computed by assuming that the amount of all such Short-Term Incentive Compensation would be equal to the time employment terminated where maximum amount of such Short-Term Incentive Compensation that the award was scheduled Executive would have been eligible to be paid after earn for such period, and multiplying that amount by a fraction, the date employment terminated), reimbursable expenses and benefits owing to Employee numerator of which is the number of days in such period through the date Date of termination within 30 Termination, and the denominator of which is the total number of days of in the date of relevant period; (3) any compensation previously deferred by the Company’s determination of Employee’s Disability, Executive (together with any benefits payable accrued interest or earnings thereon) that has not yet been paid; and (4) any accrued but unpaid Short-Term Incentive Compensation and vacation pay; and the Company shall have no further obligations under any disability insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee except as specified in Section 7 below. Any deferred compensation (together with any accrued interest or earnings thereon, if any) that has not yet been paid, will not be entitled paid in accordance with the terms and conditions applicable to any other compensation upon such deferred compensation. ii. All options to purchase equity interests in the Company granted to the Executive by the Company under the terms of the Equity Plan outstanding on the Date of Termination shall immediately become fully vested and exercisable in accordance with the terms of the Equity Plan and the respective option agreements covering such options and shall remain in effect and exercisable through the end of the respective option agreements covering such options, without regard to the termination of his employment pursuant to this subparagraph 8(b)the Executive's employment.

Appears in 1 contract

Samples: Employment Agreement (Cobalt Corp)

Death and Disability. (a) The Employment Term shall terminate on If the date of Employee’s death, in which event the Company shall, within 30 days of the date of death, pay to his estate, Employee’s Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time Executive's employment is terminated where the award was scheduled to be paid after the date employment terminated), reimbursable expenses and benefits owing to Employee through the date of Employee’s death together with any benefits payable under any life insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee’s estate will not be entitled to any other compensation upon termination of this Agreement pursuant to this subparagraph 8(a). (b) The Employment Term shall terminate upon Employee’s Disability. For purposes of this Agreement, “Disability” shall mean that Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in the Executive's death or can be expected to last for a continuous period of not less than 12 months. For purposes of determining Employee’s DisabilityDisability during the Employment Term, then the CEO may rely on a determination by the Social Security Administration that Employee is totally disabled or a determination by the Company’s disability insurance carrier that Employee has satisfied the above definition of Disability. In case of such termination, Employee Executive shall be entitled to receive his the following benefits: i. A lump sum cash payment from the Company to the Executive or, in the case of the Executive's death, to the Executive's designated beneficiaries (or, if there is no such beneficiary, to the Executive's estate or legal representative), made within thirty (30) days after the Date of Termination, equal to the sum of the following amounts (the "Accrued Obligations"): (1) any portion of the Executive's Base Salary, any unpaid bonus awards (including any bonus award for a plan year Salary through the Date of Termination that has ended prior not yet been paid; (2) an amount representing any Short-Term Incentive Compensation for the period that includes the Date of Termination, computed by assuming that the amount of all such Short-Term Incentive Compensation would be equal to the time employment terminated where maximum amount of such Short-Term Incentive Compensation that the award was scheduled Executive would have been eligible to be paid after earn for such period, and multiplying that amount by a fraction, the date employment terminated), reimbursable expenses and benefits owing to Employee numerator of which is the number of days in such period through the date Date of termination within 30 Termination, and the denominator of which is the total number of days of in the date of relevant period; (3) any compensation previously deferred by the Company’s determination of Employee’s Disability, Executive (together with any benefits payable accrued interest or earnings thereon) that has not yet been paid; and (4) any accrued but unpaid Short-Term Incentive Compensation and vacation pay; and the Company shall have no further obligations under any disability insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee except as specified in Section 7 below. Any deferred compensation (together with any accrued interest or earnings thereon, if any) that has not yet been paid, will not be entitled paid in accordance with the terms and conditions applicable to any other compensation upon such deferred compensation. ii. All options to purchase equity interests in the Company granted to the Executive by the Company under the terms of the Equity Plan outstanding on the Date of Termination shall immediately become fully vested and exercisable in accordance with the terms of the Equity Plan and the respective option agreements covering such options and shall remain in effect and exercisable through the end of their respective option agreements covering such options, without regard to the termination of his employment pursuant to this subparagraph 8(b)the Executive's employment.

Appears in 1 contract

Samples: Employment Agreement (Cobalt Corp)

Death and Disability. (a) The Employment Term shall terminate on the date of Employee’s death, in which event the Company shall, within 30 days of the date of deathsuch termination, pay to his estate, Employee’s Base Salary, any unpaid cash bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated)awards, reimbursable expenses and benefits owing to Employee through the date of Employee’s death together with any benefits payable under any life insurance program in which Employee is a participantlump-sum equal to two year’s Base Salary and Target Bonus. Except as otherwise contemplated by this Agreement, Employee’s estate will not be entitled to any other compensation upon termination of this Agreement pursuant to this subparagraph 8(a). (b) The Employment Term term shall terminate upon Employee’s Disability. For purposes of this Agreement, “Disability” shall mean the Board’s reasoned and good faith judgment that Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be by expected to last for a continuous period of not less than 12 months. For purposes The reasoned and good faith judgment of determining Employee’s Disability, the CEO may rely Board as to Disability shall be based on a determination such competent medical evidence as shall be presented to it by Employee and/or by any physician or group of physicians or other competent medical experts employed by Employee or the Social Security Administration that Employee is totally disabled or a determination by Company to advise the Company’s disability insurance carrier that Employee has satisfied the above definition of DisabilityBoard. In case of such termination, Employee shall be entitled to receive his Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated)awards, reimbursable expenses and benefits owing to Employee through the date of termination. In addition, the Company shall pay to Employee an amount equal to two year’s Base Salary and Target Bonus, payable in installments through regular payroll over the two year period commencing on the termination within 30 days of the date of the Company’s determination of Employee’s Disability, together with any benefits payable under any disability insurance program in which Employee is a participantdate. Except as otherwise contemplated by this Agreement, Employee will not be entitled to any other compensation upon termination of his employment pursuant to this subparagraph 8(b).

Appears in 1 contract

Samples: Employment Agreement (Perficient Inc)

Death and Disability. (a) The Employment Term shall terminate on the date of Employee’s death, in which event the Company shall, within 30 days of the date of death, pay to his estate, Employee’s Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated)awards, reimbursable expenses and benefits owing to Employee through the date of Employee’s death together with a lump-sum equal to one year’s Base Salary and Target Bonus in effect at the time of death, and any benefits payable under any life insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee’s estate will not be entitled to any other compensation upon termination of this Agreement pursuant to this subparagraph 8(a). (b) The Employment Term shall terminate upon Employee’s Disability. For purposes of this Agreement, “Disability” shall mean that Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. For purposes of determining Employee’s Disability, the CEO Board may rely on a determination by the Social Security Administration that Employee is totally disabled or a determination by the Company’s disability insurance carrier that Employee has satisfied the above definition of Disability. In case of such termination, Employee shall be entitled to receive his Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated), reimbursable expenses and benefits owing to Employee through the date of termination within 30 days of the date of the Company’s determination of Employee’s Disability. In addition, the Company shall pay to Employee an amount equal to one year’s Base Salary and Target Bonus in effective at the time of Disability, payable in installments through regular payroll over the one-year period commencing on the date of the Company’s determination of Employee’s Disability, together with any benefits payable under any disability insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee will not be entitled to any other compensation upon termination of his employment pursuant to this subparagraph 8(b).

Appears in 1 contract

Samples: Employment Agreement (Perficient Inc)

Death and Disability. (a) The In the event the Employment Term shall terminate on the date Period ends as a result of EmployeeExecutive’s death, this Agreement shall automatically terminate and Executive’s estate shall be entitled to receive (i) the amounts described in Section 5(f), (ii) any annual bonus payable for services rendered in any annual bonus period for the year which event the Company shall, within 30 days of the date of death, pay to his estate, Employee’s Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended had been completed in its entirety prior to the time employment terminated where date on which the award was scheduled to be paid after Employment Period ends and that had not previously been paid, and (iii) a pro rata portion (based upon the date employment terminated), reimbursable expenses and benefits owing to Employee number of complete months within the fiscal year that shall have elapsed through the date on which the Employment Period ends) of Employee’s death together with any benefits annual bonus that the Board determines Executive would otherwise have received pursuant to Section 4(b) for that calendar year had Executive been employed through the end of the year. The bonus amounts under clauses (ii) and (iii) will be payable under any life insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employeeto Executive’s estate will when and if such annual bonuses would otherwise have been payable, in accordance with Section 4(b), had the Employment Period not ended. Notwithstanding the foregoing, Executive’s estate shall not be entitled to any other compensation upon termination pro-rated bonus under clause (iii) unless the date the Employment Period ends is after the first six months of this Agreement pursuant to this subparagraph 8(a). (b) The the fiscal year in which the Employment Term shall terminate upon Employee’s DisabilityPeriod ends. For purposes In the event of this Agreement, “Disability” shall mean that Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. For purposes of determining EmployeeExecutive’s Disability, occurring during the CEO may rely on term of his employment, if such Disability constitutes a determination by “Section 409A Disability” (defined below), the Social Security Administration Company shall, subject to Section 8 above, pay Executive in a lump sum payment an amount equal to ninety (90) days of Executive’s salary within ten (10) days following the date that Employee is totally disabled or a determination by the Company’s disability insurance carrier Company determines (with the consultation of an examining medical professional) that Employee such Section 409A Disability has satisfied the above definition of Disabilityoccurred. In case of such terminationAdditionally, Employee Executive shall be entitled to receive his Base Salaryannual bonus, any unpaid bonus awards or pro rata portion thereof, as applicable, as described under clauses (including any bonus award for a plan year ii) and (iii) above, except that has ended prior the payments shall be to the time employment terminated where the award was scheduled to be paid after the date employment terminated), reimbursable expenses Executive and benefits owing to Employee through the date of termination within 30 days of the date of the Company’s determination of Employee’s Disability, together with any benefits payable under any disability insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee will not be entitled to any other compensation upon termination of his employment pursuant to this subparagraph 8(b)estate.

Appears in 1 contract

Samples: Employment Agreement (Questcor Pharmaceuticals Inc)

Death and Disability. (a) The Employment Term shall terminate on the date of Employee’s 's death, in which event the Company shall, within 30 days of the date of deathsuch termination, pay to his estate, Employee’s 's Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated)awards, reimbursable expenses and benefits owing to Employee through the date of Employee’s 's death together with any benefits payable under any life insurance program in which Employee is a participantlump-sum equal to two year’s Base Salary and Target Bonus. Except as otherwise contemplated by this Agreement, Employee’s 's estate will not be entitled to any other compensation upon termination of this Agreement pursuant to this subparagraph 8(a). (b) The Employment Term term shall terminate upon Employee’s 's Disability. For purposes of this Agreement, "Disability" shall mean the Board’s reasoned and good faith judgment that Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be by expected to last for a continuous period of not less than 12 months. For purposes The reasoned and good faith judgment of determining Employee’s Disability, the CEO may rely Board as to Disability shall be based on a determination such competent medical evidence as shall be presented to it by Employee and/or by any physician or group of physicians or other competent medical experts employed by Employee or the Social Security Administration that Employee is totally disabled or a determination by Company to advise the Company’s disability insurance carrier that Employee has satisfied the above definition of DisabilityBoard. In case of such termination, Employee shall be entitled to receive his Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated)awards, reimbursable expenses and benefits owing to Employee through the date of termination. In addition, the Company shall pay to Employee an amount equal to two year’s Base Salary and Target Bonus, payable in installments through regular payroll over the two year period commencing on the termination within 30 days of the date of the Company’s determination of Employee’s Disability, together with any benefits payable under any disability insurance program in which Employee is a participantdate. Except as otherwise contemplated by this Agreement, Employee will not be entitled to any other compensation upon termination of his employment pursuant to this subparagraph 8(b).

Appears in 1 contract

Samples: Employment Agreement (Perficient Inc)

Death and Disability. (a) The If the Employment Term shall terminate on the date terminates by reason of Employee’s deathyour death or your Permanent Disability as provided in paragraph 4, then, except as provided in which event the Company shallthis paragraph 5(a), within 30 days of the date of deathno further compensation will become payable to you under this Agreement, pay to his estate, Employee’s other than any earned but unpaid Base Salary, any earned but unpaid bonus awards (including any bonus award bonuses, the pro rata portion of incentive compensation earned for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated), reimbursable expenses and benefits owing to Employee services rendered through the date of Employee’s your death together with or Permanent Disability, any deferred compensation and all other payments, benefits payable or fringe benefits to which you may be entitled under the terms of any life insurance applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant (other than any severance plan) or this Agreement (collectively, "Entitlements"). Entitlements shall be calculated and paid as set forth in which Employee is a participantparagraph 5(c) below. Except as otherwise contemplated by this Agreement, Employee’s estate will not You shall also be entitled to any the Stock Option Treatment (as set forth in paragraph 8(f) below). In the event of your termination on account of your Permanent Disability, the Company shall pay you 100% of your Base Salary which you would have received during the eighteen (18) month period following your date of termination, such payment to be made in lump sum on the sixtieth (60th) day following termination, reduced by the projected amount of disability payments you are expected to receive during such period, calculated at the time of your termination, and assuming your continuous disability for the full (18) month period, and the Company shall also (i) continue to provide for insurance and other compensation payments that are to be made under disability policies or plans paid for or maintained by the Company, (ii) continue to provide life insurance at a level of coverage comparable to the coverage in effect for you at the time of your termination on account of Permanent Disability, and (iii) pay you a monthly amount equal to COBRA premiums for medical and dental coverage as set forth in subparagraph (b) below, in each case upon termination the same terms and conditions (except for the requirement of this Agreement pursuant to this subparagraph 8(a)your continued employment) for a period of eighteen (18) months following your date of termination. (b) The Employment Term With respect to monthly amount for medical and dental coverage provided under paragraph 5(a), you shall terminate upon Employee’s Disability. For purposes be required to pay the applicable COBRA premium for you and your dependents, or to obtain coverage for you and your dependents under substitute arrangements, and you shall be paid a monthly amount by the Company equal to such amount, and to the extent you incur tax that you would not have incurred as an active employee as a result of this Agreementthe aforementioned coverage, “Disability” you shall receive from the Company an additional gross-up payment in the amount necessary, subject to paragraph 14(o)(i), so that you will have no additional cost for receiving such items or any additional payment. (c) Earned but unpaid bonus shall mean that Employee any declared but unpaid bonus for any prior bonus period and, if the bonus for the current bonus period is unable other than totally discretionary, a pro rata portion of the calculated bonus for the bonus period based on days in the bonus period prior to engage termination of your services compared to total days in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 monthsthe bonus period. For purposes of determining Employee’s Disability, the CEO may rely on a determination by the Social Security Administration that Employee is totally disabled or a determination by the Company’s disability insurance carrier that Employee has satisfied the above definition of Disability. In case of such termination, Employee Any incentive compensation shall be entitled to receive his Base Salary, any unpaid bonus awards (including any bonus award for deemed earned and shall be paid based on actual results during the measuring period and a plan year that has ended pro rata measurement of the days in the incentive period prior to termination of your services compared to total days in the time employment terminated where the award was scheduled to incentive period. Such pro rata bonus and incentive compensation shall be paid after to you at the date employment terminated), reimbursable expenses same time and benefits owing form that bonuses and incentive compensation are paid to Employee through other active participants. Any deferred compensation shall be paid in accordance with the date of termination within 30 days terms of the date of the Company’s determination of Employee’s Disability, together applicable plan. Base Salary shall be paid in accordance with any benefits payable under any disability insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee will not be entitled to any other compensation upon termination of his employment pursuant to this subparagraph 8(b)normal payroll practice.

Appears in 1 contract

Samples: Employment Agreement (Regeneron Pharmaceuticals Inc)

Death and Disability. (a) The Employment Term shall terminate on the date of Employee’s death, in which event the Company shall, within 30 days of the date of deathsuch termination, pay to his estate, Employee’s Base Salary, any unpaid cash bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated)awards, reimbursable expenses and benefits owing to Employee through the date of Employee’s death together with any benefits payable under any life insurance program in which Employee is a participantlump-sum equal to one year’s Base Salary and Target Bonus. Except as otherwise contemplated by this Agreement, Employee’s estate will not be entitled to any other compensation upon termination of this Agreement pursuant to this subparagraph 8(a). (b) The Employment Term term shall terminate upon Employee’s Disability. For purposes of this Agreement, “Disability” shall mean the CEO’s reasoned and good faith judgment that Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be by expected to last for a continuous period of not less than 12 months. For purposes The reasoned and good faith judgment of determining Employee’s Disability, the CEO may rely as to Disability shall be based on a determination such competent medical evidence as shall be presented to it by Employee and/or by any physician or group of physicians or other competent medical experts employed by Employee or the Social Security Administration that Employee is totally disabled or a determination by Company to advise the Company’s disability insurance carrier that Employee has satisfied the above definition of DisabilityCEO. In case of such termination, Employee shall be entitled to receive his Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated)awards, reimbursable expenses and benefits owing to Employee through the date of termination. In addition, the Company shall pay to Employee an amount equal to one year’s Base Salary and Target Bonus, payable in installments through regular payroll over the one year period commencing on the termination within 30 days of the date of the Company’s determination of Employee’s Disability, together with any benefits payable under any disability insurance program in which Employee is a participantdate. Except as otherwise contemplated by this Agreement, Employee will not be entitled to any other compensation upon termination of his employment pursuant to this subparagraph 8(b).

Appears in 1 contract

Samples: Employment Agreement (Perficient Inc)

Death and Disability. (a) The Employment Term shall terminate on the date of Employee’s death, in which event the Company shall, within 30 days of the date of death, pay to his estate, Employee’s Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated)awards, reimbursable expenses and benefits owing to Employee through the date of Employee’s death together with a lump-sum equal to one year’s Base Salary and Target Bonus and any benefits payable under any life insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee’s estate will not be entitled to any other compensation upon termination of this Agreement pursuant to this subparagraph 8(a). (b) The Employment Term shall terminate upon Employee’s Disability. For purposes of this Agreement, “Disability” shall mean that Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. For purposes of determining Employee’s Disability, the CEO Board may rely on a determination by the Social Security Administration that Employee is totally disabled or a determination by the Company’s disability insurance carrier that Employee has satisfied the above definition of Disability. In case of such termination, Employee shall be entitled to receive his Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated), reimbursable expenses and benefits owing to Employee through the date of termination within 30 days of the date of the Company’s determination of Employee’s Disability. In addition, the Company shall pay to Employee an amount equal to one year’s Base Salary and Target Bonus, payable in installments through regular payroll over the one year period commencing on the date of the Company’s determination of Employee’s Disability, together with any benefits payable under any disability insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee will not be entitled to any other compensation upon termination of his employment pursuant to this subparagraph 8(b).

Appears in 1 contract

Samples: Employment Agreement (Perficient Inc)

Death and Disability. (a) The Employment Term shall terminate on the date of Employee’s death, in which event the Company shall, within 30 days of the date of death, pay to his estate, Employee’s Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated), reimbursable expenses and benefits owing to Employee through the date of Employee’s death together with any benefits payable under any life insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee’s estate will not be entitled to any other compensation upon termination of this Agreement pursuant to this subparagraph 8(a). (b) The Employment Term shall terminate upon Employee’s Disability. For purposes of this Agreement, “Disability” shall mean that Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. For purposes of determining Employee’s Disability, the CEO may rely on a determination by the Social Security Administration that Employee is totally disabled or a determination by the Company’s disability insurance carrier that Employee has satisfied the above definition of Disability. In case of such termination, Employee shall be entitled to receive his Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated), reimbursable expenses and benefits owing to Employee through the date of termination within 30 days of the date of the Company’s determination of Employee’s Disability, together with any benefits payable under any disability insurance program in which Employee is a participant. Except as otherwise contemplated by this 9944930.6 - 3 - Agreement, Employee will not be entitled to any other compensation upon termination of his employment pursuant to this subparagraph 8(b).

Appears in 1 contract

Samples: Employment Agreement (Perficient Inc)

Death and Disability. (a) The Employment Term Period may be deemed terminated by the Company upon the death of Executive or Executive becoming Disabled (as defined below), and the Company shall terminate have the following obligations to Executive or Executive’s estate (but the Company and its Affiliates (including without limitation, WebMD Health) shall have no other obligation to Executive or Executive’s estate pursuant to this Agreement): (i) a continuation of his base salary (at the rate in effect at the time of such termination) for a period (the “Applicable Period”) commencing on the date of Employee’s death, in which event termination and ending on the Company shall, within 30 days later of the second anniversary of the date of deathtermination and the fifth anniversary of the Effective Date (or such later date to which the Employment Period had been extended), payable in accordance with the second sentence of Section 2.1, provided that the base salary for the first six months of the Applicable Period shall be paid to Executive in a lump sum at the end of such six-month period in accordance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) (except to the extent any future guidance issued by the Internal Revenue Service (the “IRS”) under Section 409A does not subject such base salary payments to Section 409A), (ii) a continuation of the benefits to which Executive is entitled pursuant to the Welfare Plans (as defined below) for the Applicable Period, provided that Executive shall (except to the extent any future guidance issued by the IRS under Section 409A does not subject the payment of such premiums by the Company to Section 409A) pay the amount of the employer portion of the applicable premiums for the first six months of the Applicable Period in accordance with the requirements of Section 409A, which amount will be reimbursed to him in a lump sum at the end of such six-month period and (iii) all of the Outstanding Equity shall be fully vested and exercisable (or equivalent feature of another form of equity compensation) as of the date on which the Employment Period terminates, and shall remain exercisable (or equivalent) as if Executive remained in the employ of the Company during the Applicable Period (or longer if such plan or agreement expressly provides) or, if applicable, as provided in Section 4(a) or 4(c); provided, however, that the continuation of such salary, welfare benefits and option exercisability (or equivalent) shall end on the occurrence of any circumstance or event that would constitute Cause, including, without limitation, a material breach of the covenants contained in Section 6 below; and provided further, however, that Executive’s eligibility to continue to participate in the Welfare Plans shall cease at such time as Executive is offered comparable coverage with a subsequent employer. With respect to any continuation of Executive’s insurance coverage under this Section 5.2, the Company may require Executive to elect “COBRA”, and, in such case, the Company will, subject to the proviso to the sentence above, pay to his estate, Employee’s Base Salary, any unpaid bonus awards (including any bonus award that portion of the COBRA premium that the Company pays for a plan year active employees with the same coverage for the period that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated), reimbursable expenses and benefits owing to Employee through the date of Employee’s death together with any benefits payable under any life insurance program in which Employee Executive is a participant. Except as otherwise contemplated by this Agreement, Employee’s estate will not be entitled to any other compensation upon termination of this Agreement pursuant to this subparagraph 8(a). (b) The Employment Term shall terminate upon Employee’s Disabilityeligible for COBRA. For purposes of this Agreement, Executive shall be DisabilityDisabledshall mean that Employee is if Executive becomes ill or injured (including as a result of mental illness) so as to be unable to engage in any substantial gainful activity substantially perform the duties of his position as determined by reason of any medically determinable physical or mental impairment which can be expected a physician selected by Executive and reasonably acceptable to result in death or can be expected to last for a continuous period of not less than 12 months. For purposes of determining Employee’s Disability, the CEO may rely on a determination by the Social Security Administration that Employee is totally disabled or a determination by the Company’s disability insurance carrier that Employee has satisfied the above definition of Disability. In case of such termination, Employee shall be entitled to receive his Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated), reimbursable expenses and benefits owing to Employee through the date of termination within 30 days of the date of the Company’s determination of Employee’s Disability, together with any benefits payable under any disability insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee will not be entitled to any other compensation upon termination of his employment pursuant to this subparagraph 8(b).

Appears in 1 contract

Samples: Employment Agreement (Webmd Corp /New/)

Death and Disability. (a) The Employment Term EMPLOYMENT TERM shall terminate on the date of Employee’s EXECUTIVE'S death, in which event the Company shallEXECUTIVE'S accrued SALARY, within 30 days of the date of deathBONUS and TRANSACTION FEES, pay to his estate, Employee’s Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated)if any, reimbursable expenses and benefits benefits, including accrued but unused vacation time, owing to Employee EXECUTIVE through the date of Employee’s death together with any benefits payable EXECUTIVE'S death, shall be paid to the EXECUTIVE'S estate, and EXECUTIVE'S estate shall assume EXECUTIVE'S rights under any life insurance program in which Employee is a participantthe 1994 Stock Option Plan and the related rights under this AGREEMENT. Except as otherwise contemplated by this Agreement, Employee’s EXECUTIVE'S estate will not be entitled to any other compensation upon termination of this Agreement AGREEMENT pursuant to this subparagraph 8(aParagraph 8 (a). (b) The Employment Term shall terminate upon Employee’s Disability. For purposes If, during the EMPLOYMENT TERM, in the opinion of this Agreementa duly licensed physician selected by COMPANY and reasonably acceptable to the EXECUTIVE, “Disability” shall mean that Employee is unable to engage in any substantial gainful activity by reason EXECUTIVE, because of any medically determinable physical or mental impairment which can be expected illness or incapacity, shall become substantially unable to result in death or can be expected to last perform the duties and services required of him under this AGREEMENT for a continuous period of not less than 12 months. For purposes of determining Employee’s Disability180 ) consecutive days , the CEO COMPANY may, upon at least ten (10) days' prior written notice given at any time after the expiration of such 180 ) day period to EXECUTIVE of its intention to do so, terminate this AGREEMENT as of such date as may rely on a determination by be set forth in the Social Security Administration that Employee is totally disabled or a determination by the Company’s disability insurance carrier that Employee has satisfied the above definition of Disabilitynotice. In case of such termination, Employee EXECUTIVE shall be entitled to receive his Base Salaryaccrued SALARY, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated)BONUS and TRANSACTION FEES, if any, reimbursable expenses and benefits owing to Employee EXECUTIVE through the date of termination within 30 days of termination. In addition, EXECUTIVE shall be entitled to receive the date of the Company’s determination of Employee’s Disability, together with any benefits payable under any disability insurance program pursuant to the POLICY described in which Employee is a participantParagraph 8(c) below. Except as otherwise contemplated by this Agreement, Employee EXECUTIVE will not be entitled to any other compensation upon termination of his employment this AGREEMENT pursuant to this subparagraph 8(bParagraph 8 (b). (c) During the period ending no later than June 30, 2003, the COMPANY and the EXECUTIVE agree to negotiate in good faith to provide EXECUTIVE, at the COMPANY'S expense, with the benefit of an appropriate amount and term and terms of disability insurance. The EXECUTIVE understands and agrees that this Section 8(c) shall not require the COMPANY to agree to any particular disability terms or policy, but to, in the COMPANY'S judgment, negotiate with EXECUTIVE with respect to disability insurance. Any agreement reached by the parties with respect to providing such insurance to EXECUTIVE shall be evidenced by a written amendment to this AGREEMENT signed by the COMPANY and the EXECUTIVE.

Appears in 1 contract

Samples: Employment Agreement (Motorcar Parts & Accessories Inc)

Death and Disability. (a) The Employment Term shall terminate on the date of Employee’s death, in which event the Company shall, within 30 days of the date of death, pay to his estate, Employee’s Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated)awards, reimbursable expenses and benefits owing to Employee through the date of Employee’s death together with a lump-sum equal to one year’s Base Salary and Target Bonus and any benefits payable under any life insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee’s estate will not be entitled to any other compensation upon termination of this Agreement pursuant to this subparagraph 8(a). (b) The Employment Term shall terminate upon Employee’s Disability. For purposes of this Agreement, “Disability” shall mean that Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. For purposes of determining Employee’s Disability, the CEO Board may rely on a determination by the Social Security Administration that Employee is totally disabled or a determination by the Company’s disability insurance carrier that Employee has satisfied the above definition of Disability. In case of such termination, Employee shall be entitled to receive his Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated), reimbursable expenses and benefits owing to Employee through the date of termination within 30 days of the date of the Company’s determination of Employee’s Disability. In addition, the Company shall pay to Employee an amount equal to one year’s Base Salary and Target Bonus, payable in installments through regular payroll over the one year period commencing on the date of the Company’s determination of Employee’s Disability, together with any benefits payable under any disability insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee will not be entitled to any other compensation upon termination of his employment pursuant to this subparagraph 8(b).. 9945036.5 - 3 -

Appears in 1 contract

Samples: Employment Agreement (Perficient Inc)

Death and Disability. (a) The Employment Term shall terminate on the date of Employee’s death, in which event the Company shall, within 30 days of the date of death, pay to his estate, Employee’s Base Salary, any unpaid cash bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated)awards, reimbursable expenses and benefits owing to Employee through the date of Employee’s death together with any benefits payable under any life insurance program in which Employee is a participantlump-sum equal to two year’s Base Salary and Target Bonus. Except as otherwise contemplated by this Agreement, Employee’s estate will not be entitled to any other compensation upon termination of this Agreement pursuant to this subparagraph 8(a). (b) The Employment Term shall terminate upon Employee’s Disability. For purposes of this Agreement, “Disability” shall mean that Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be by expected to last for a continuous period of not less than 12 months. For purposes of determining of Employee’s Disability, Disability the CEO Board may rely on a determination by the Social Security Administration that Employee is totally disabled or a determination by the Company’s disability insurance carrier that Employee has satisfied the above definition of Disability. In case of such termination, Employee shall be entitled to receive his Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated)awards, reimbursable expenses and benefits owing to Employee through the date of termination within 30 days of the date of the Company’s determination of Employee’s Disability. In addition, together with any benefits the Company shall pay to Employee an amount equal to two year’s Base Salary and Target Bonus, payable under any disability insurance program in which Employee is a participantinstallments through regular payroll over the two year period commencing on the date of the Company’s determination of Employee’s Disability. Except as otherwise contemplated by this Agreement, Employee will not be entitled to any other compensation upon termination of his employment pursuant to this subparagraph 8(b).

Appears in 1 contract

Samples: Employment Agreement (Perficient Inc)

Death and Disability. (a) The Employment Term shall terminate on the date of Employee’s death, in which event the Company shall, within 30 days of the date of death, pay to his estate, Employee’s Base Salary, any unpaid cash bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated)awards, reimbursable expenses and benefits owing to Employee through the date of Employee’s death together with any benefits payable under any life insurance program in which Employee is a participantlump-sum equal to one year’s Base Salary and Target Bonus. Except as otherwise contemplated by this Agreement, Employee’s estate will not be entitled to any other compensation upon termination of this Agreement pursuant to this subparagraph 8(a). (b) The Employment Term shall terminate upon Employee’s Disability. For purposes of this Agreement, “Disability” shall mean that Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be by expected to last for a continuous period of not less than 12 months. For purposes of determining Employee’s Disability, the CEO may rely on a determination by the Social Security Administration that Employee is totally disabled or a determination by the Company’s disability insurance carrier that Employee has satisfied the above definition of Disability. In case of such termination, Employee shall be entitled to receive his Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated)awards, reimbursable expenses and benefits owing to Employee through the date of termination within 30 days of the date of the Company’s determination of Employee’s Disability. In addition, together with any benefits the Company shall pay to Employee an amount equal to one year’s Base Salary and Target Bonus, payable under any disability insurance program in which Employee is a participantinstallments through regular payroll over the one year period commencing on the date of the Company’s determination of Employee’s Disability. Except as otherwise contemplated by this Agreement, Employee will not be entitled to any other compensation upon termination of his employment pursuant to this subparagraph 8(b).

Appears in 1 contract

Samples: Employment Agreement (Perficient Inc)

Death and Disability. (a) The Employment Term shall terminate on the date of Employee’s 's death, in which event the Company shall, within 30 days of the date of death, pay to his estate, Employee’s Base 's Salary, any unpaid accrued bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminatedif any), reimbursable expenses and benefits owing to Employee through the date of Employee’s 's death together with any benefits payable under any life insurance program in which Employee is shall be paid to his estate. In addition, the Company shall pay to Employee's estate, for a participant. Except as otherwise contemplated by this Agreementperiod of nine months from the date of Employee's death, Employee’s 's continuing Salary. Employee's estate will not be entitled to any other compensation upon termination of this Agreement pursuant to this subparagraph 8(a). (b) The Employment Term shall terminate upon Employee’s 's Disability. For purposes of this Agreement, "Disability" shall mean that Employee is unable to engage in any substantial gainful activity by reason of any medically determinable a physical or mental impairment which can be expected to result in death disability or can be expected to last infirmity that prevents the material performance by Employee of his duties hereunder lasting for a continuous period of not less than 12 monthssix months or longer. For purposes The reasoned and good faith judgment of determining Employee’s Disability, the CEO may rely on a determination by the Social Security Administration that Employee is totally disabled or a determination by the Company’s disability insurance carrier that 's Board of Directors as to Disability shall be based on such competent medical evidence as shall be presented to it by Employee has satisfied or by any physician or group of physicians or other competent medical experts employed by Employee or the above definition Company to advise the Company's Board of DisabilityDirectors. In case of such termination, Employee shall be entitled to receive his Base Salary, any unpaid accrued Salary and accrued bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminatedif any), reimbursable expenses and benefits owing to Employee through the date of termination within 30 days termination. In addition, the Company shall pay to Employee, for a period of nine months from the date of the Company’s determination of Employee’s Disability's termination, together with any benefits payable under any disability insurance program in which Employee is a participantEmployee's continuing Salary. Except as otherwise contemplated by this Agreement, Employee will not be entitled to any other compensation upon termination of his employment pursuant to this subparagraph 8(b).

Appears in 1 contract

Samples: Employment Agreement (Perficient Inc)

Death and Disability. (a) The Employment Term shall terminate on the date of Employee’s 's death, in which event the Company shall, within 30 days of the date of death, pay to his estate, Employee’s 's Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated), reimbursable expenses and benefits owing to Employee through the date of Employee’s 's death together with any benefits payable under any life insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee’s 's estate will not be entitled to any other compensation upon termination of this Agreement pursuant to this subparagraph 8(a). (b) The Employment Term shall terminate upon Employee’s 's Disability. For purposes of this Agreement, "Disability" shall mean that Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. For purposes of determining Employee’s 's Disability, the CEO may rely on a determination by the Social Security Administration that Employee is totally disabled or a determination by the Company’s 's disability insurance carrier that Employee has satisfied the above definition of Disability. In case of such termination, Employee shall be entitled to receive his Base Salary, any unpaid bonus awards (including any bonus award for a plan year that has ended prior to the time employment terminated where the award was scheduled to be paid after the date employment terminated), reimbursable expenses and benefits owing to Employee through the date of termination within 30 days of the date of the Company’s 's determination of Employee’s 's Disability, together with any benefits payable under any disability insurance program in which Employee is a participant. Except as otherwise contemplated by this Agreement, Employee will not be entitled to any other compensation upon termination of his employment pursuant to this subparagraph 8(b).. 2

Appears in 1 contract

Samples: Employment Agreement