Death and Total Disability Sample Clauses

Death and Total Disability. Executive’s employment under this Agreement shall terminate immediately upon his death or Total Disability (as defined below). For purposes of this Agreement, the term “Total Disability” shall mean any mental or physical condition that: (i) prevents Executive from reasonably discharging his services and employment duties hereunder; (ii) is attested to in writing by a physician who is licensed to practice in the State of New York and is mutually acceptable to Executive and the Company (or, if the Executive and the Company are unable to mutually agree on a physician, the Company Board may select a physician who is a chairman of a department of medicine at a university-affiliated hospital in the City of New York); and (iii) continues, for any one or related condition, during any period of six (6) consecutive months or for a period aggregating six (6) months in any twelve-month period. Total Disability shall be deemed to have occurred on the last day of such applicable six-month period.
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Death and Total Disability. If your active employment ceases during the vesting period as a result of your death or Total Disability, your stock option will become fully exercisable. You (or your beneficiary) will have [five years] after the date of your death or termination due to Total Disability to exercise your vested stock options (or, if earlier, until the Expiration Date).]
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Death and Total Disability. In the case of a termination of Employee's employment as a result of the Employee's death or Employee's Total Disability, Employee shall not be entitled to receive any payments hereunder, other than those set forth in Section 7.1(b) hereof.
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Death and Total Disability. If the Consultant dies during the Term, this Agreement will end as of the date of the Consultant's death. The Company will pay the Consultant's compensation for the remaining Term to Consultant's beneficiary or estate. In case of Total Disability (as defined below) of the Consultant for any consecutive twelve months during the Term, the Company will have the right to end this Agreement by giving the Consultant thirty (30) days' prior written notice, and upon the expiration of such thirty (30) day period, the Consultant's employment under this Agreement will end. If there is such a termination, the Company will pay Consultant his Compensation for the remaining Term. If the Consultant will resume his duties within thirty (30) days after receipt of such a notice of termination, this Agreement will continue in full force and effect. Upon termination of this Agreement under this Section 9(a), the Company will have no further obligations or liabilities
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Death and Total Disability. In the event of the death or total disability, the Executive, during the period of his Executive Employment, his Executive Salary shall continue to be paid to the Executive, or his Estate as the case may be, at the same rate that it was on the date of such disability. If the Executive shall receive any disability payments from any insurance policy paid for by the Corporation, the payments to the Executive during any period of disability shall be reduced by the amount of disability payments received by the Executive under any such insurance policy or policies. For the purposes of this Agreement, disability shall mean mental or physical illness or condition rendering the Executive incapable of performing his normal duties with the Corporation.
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Death and Total Disability. If your active employment ceases during the applicable performance period [or vesting period, if later] as a result of your death or Total Disability, you will be eligible to receive, as soon as practicable following the end of the applicable performance period [or vesting period, if later], a prorated award for the portion of the applicable period you were actively employed] [your award will be fully vested at target and paid within 60 days following your separation from service.] [However, receipt of this award will remain subject to the achievement of the applicable performance criteria.]]
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Death and Total Disability. This Agreement shall automatically terminate upon the death of Consultant or upon the determination of a Total Disability of Consultant and thereafter the Company shall pay to Consultant's heirs, executors, personal representatives or legal guardians, as the case may be, all Compensation that would otherwise have been payable to Consultant for the balance of the then current Term, in one lump-sum within 30 days of Consultant's death or Total Disability.
Sample 1
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Death and Total Disability. Executive’s employment under this Agreement shall terminate immediately upon his death or Total Disability (as defined below). For purposes of this Agreement, the term “Total Disability” shall mean any mental or physical condition that:
Sample 1
Death and Total Disability. If the Consultant dies during the Term, this Agreement will end as of the date of the Consultant's death. The Company will pay the Consultant's compensation for the remaining Term to Consultant's beneficiary or estate. In case of Total Disability (as defined below) of the Consultant for any consecutive twelve months during the Term, the Company will have the right to end this Agreement by giving the Consultant thirty (30) days' prior written notice, and upon the expiration of such thirty (30) day period, the Consultant's employment under this Agreement will end. If there is such a termination, the Company will pay Consultant his Compensation for the remaining Term. If the Consultant will resume his duties within thirty (30) days after receipt of such a notice of termination, this Agreement will continue in full force and effect. Upon termination of this Agreement under this Section 9(a), the Company will have no further obligations or liabilities under this Agreement, except to pay to the Consultant's estate or the Consultant, as the case may be, the portion of Compensation that remains unpaid for the Term, including minimum increases and continuation of benefits. The term "Total Disability", as used herein, will man a mental or physical condition that in the reasonable opinion of an independent medical doctor selected by the Company renders the Consultant unable or incompetent to carry out the material duties and responsibilities of the Consultant under this Agreement at the time the Consultant incurred the disabling condition. If the Consultant is covered under any policy of disability insurance under Section 4, the definition of Total Disability hereunder will be the definition of that term in such policy. The Company may only terminate this Agreement for cause under this Section 9(b) or under Section 9(a) of this Agreement. Cause for termination exists only if the Consultant is convicted of a felony involving fraud or violation of the Federal Securities laws, or a court of competent jurisdiction finds that the Consultant has engaged in conduct involving the Company that constitutes gross negligence or intentional misconduct. If the Company terminates the Consultant under this section, all unvested options or stock grants will be void and the Consultant will not receive any Compensation or benefit continuation.
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Related to Death and Total Disability

  • Total Disability a) Total disability, as used in this Plan, means the complete inability because of an accident or sickness of a covered employee to perform all the duties of his/her own occupation for the first two (2) years of disability. Thereafter, employees able by reason of education, training or experience to perform the duties of a gainful occupation for which the rate of pay is not less than seventy-five percent (75%) of the current rate of pay of their regular occupation at date of disability will not be considered totally disabled and will therefore not be eligible for benefits under this Long Term Disability Plan. b) Total disabilities resulting from mental or nervous disorders are covered by the Plan in the same manner as total disabilities resulting from accidents or other sicknesses, except that an employee who is totally disabled as a result of a mental or nervous disorder and who has received twenty-four (24) months of Long Term Disability Plan benefit payments must be confined to a hospital or mental institution or where they are at home, under the direct care and supervision of a medical doctor, in order to continue to be eligible for benefit payment. During a period of total disability an employee must be under the regular and personal care of a legally qualified doctor of medicine. c) i) If an employee becomes totally disabled and during this period of total disability engages in rehabilitative employment, the regular monthly benefit from this plan will be reduced by twenty-five percent (25%) of the employee's earnings from such rehabilitative employment. In the event that income from rehabilitative employment and the benefit paid under this Plan exceeds eighty-five percent (85%) of the employee's earnings at date of disability, the benefit from this Plan will be further reduced by the excess amount.

  • Death or Total Disability In the event of the death of the Executive during the Term, this Agreement shall terminate as of the date of the Executive's death. In the event of the Total Disability (as that term is defined below) of the Executive for sixty (60) days in the aggregate during any consecutive nine (9) month period during the Term, the Company shall have the right to terminate this Agreement by giving the Executive thirty (30) days' prior written notice thereof, and upon the expiration of such thirty (30) day period, the Executive's employment under this Agreement shall terminate. If the Executive shall resume his duties within thirty (30) days after receipt of such a notice of termination and continue to perform such duties for four (4) consecutive weeks thereafter, this Agreement shall continue in full force and effect, without any reduction in Base Salary and other benefits, and the notice of termination shall be considered null and void and of no effect. Upon termination of this Agreement under this Paragraph 7(a), the Company shall have no further obligations or liabilities under this Agreement, except to pay to the Executive's estate or the Executive, as the case may be, (i) the portion, if any, that remains unpaid of the Base Salary for the Year in which termination occurred, but in no event less than six (6) months' Base Salary; and (ii) the amount of any expenses reimbursable in accordance with Paragraph 4 above, and any automobile allowance due under Paragraph 5 above; and (iii) any amounts due under any Company benefit, welfare or pension plan. Except as otherwise provided by their terms, any stock options not vested at the time of the termination of this Agreement under this Paragraph 7(a) shall immediately become fully vested.

  • Permanent Disability Permanent Disability" shall mean Employee's physical or mental incapacity to perform his or her usual duties with such condition likely to remain continuously and permanently as determined by Employer.

  • Definition of Total Disability Total disability means that the employee is unable, because of sickness or accident, to perform the duties of their regular occupation. This definition applies for the first twenty-four (24) months of payments. After this time, the inability to perform an occupation for which the employee is reasonably fitted by training, education or experience will constitute total disability. It is not required that an employee be confined to home, but they must be under the regular care of a physician.

  • Death; Disability If Executive’s employment terminates due to Executive’s death or Disability, then the Company shall pay or provide Executive (or the legal representative of his estate in the case of his death) with: (i) (A) any accrued and unpaid Base Salary through the date of termination and any accrued and unused vacation in accordance with Company policy; and (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year (“Pro-Rated Bonus”); (iv) Any disability insurance benefits, or life insurance proceeds, as the case may be, as may be provided under the Company plans in which Executive participates immediately prior to such termination; and (vii) All of Executive’s other unvested long-term incentive awards granted to Executive through the date of termination, shall vest or be forfeited, and any such vested awards granted as stock options shall be exercisable, in accordance with the terms and conditions set forth in such awards.

  • Death or Permanent Disability If Grantee shall die or become permanently disabled while employed by the Company or one of its affiliates, this Option shall expire one (1) year after the date of such death or permanent disability. During such period after death, Grantee's legal representative or representatives, or the person or persons entitled to do so under Grantee's last will and testament or under applicable interstate laws, shall have the right to exercise this Option as to only the number of shares to which Grantee was entitled to purchase on the date of his/her death.

  • By Disability If Executive becomes eligible for the Company’s long term disability benefits or if, in the sole opinion of the Company, Executive is unable to carry out the responsibilities and functions of the position held by Executive by reason of any physical or mental impairment for more than ninety consecutive days or more than one hundred and twenty days in any twelve-month period, then, to the extent permitted by law, the Company may terminate Executive’s employment. The Company shall pay to Executive all compensation to which Executive is entitled up through the date of termination, and thereafter all obligations of the Company under this Agreement shall cease. Nothing in this Section shall affect Executive’s rights under any disability plan in which Executive is a participant.

  • Disability Retirement If, as a result of your incapacity due to physical or mental illness, You shall have been absent from the full-time performance of your duties with the Company for 6 consecutive months, and within 30 days after written notice of termination is given You shall not have returned to the full-time performance of your duties, your employment may be terminated for "Disability." Termination of your employment by the Company or You due to your "Retirement" shall mean termination in accordance with the Company's retirement policy, including early retirement, generally applicable to its salaried employees or in accordance with any retirement arrangement established with your consent with respect to You.

  • Disability The Company shall be entitled to terminate the Executive’s employment if the Board determines that the Executive has been unable to attend to the Executive’s duties for at least ninety (90) days because of a Disability (as defined below), and has received a written opinion from a physician acceptable to the Board that such condition prevents the Executive from resuming full performance of the Executive’s duties and is likely to continue for an indefinite period. Except as provided under the terms of the award, and subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of a release of claims in a form and substance reasonably requested by the Company (the “Release”) (unless such Release is waived by the Compensation Committee in its sole discretion), any then outstanding restricted stock or restricted stock unit awards shall become fully vested (for purposes of this Section 5(b), references to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the target level of achievement of the performance goal or goals under the award), and the Company shall pay severance to the Executive in accordance with its normal payroll practices, equal to twelve (12) months of the Executive’s Base Salary as in effect at the time the Executive’s employment terminates, with the first payment on the first payroll date after the revocation period for the Release has expired; provided (i) if the time period for returning and revoking the Release begins in one taxable year and ends in a second taxable year, the payments shall not commence until the first payroll date in the second taxable year; and (ii) all such payments shall immediately terminate at an earlier date if the Executive returns to active employment, either with the Company or otherwise. Any amounts payable under this Section 5(b) shall be reduced on a dollar-for-dollar basis by the amount of bona fide disability pay (within the meaning of Treas. Reg. section 1.409A-1(a)(5)) received or receivable by the Executive during such twelve-month period, provided such disability payments are made pursuant to a plan sponsored by the Company that covers a substantial number of employees of the Company and was established prior to the date the Executive incurred a permanent disability, and further provided that such reduction does not otherwise affect the time of payment of amounts pursuant to this Section 5(b). With respect to any restricted stock unit awards held by the Executive, settlement shall occur pursuant to the terms of the award. For purposes of the Agreement, “Disability” means the Executive is incapacitated due to physical or mental illness and such incapacity, with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of the Executive’s job for the Company on a full-time basis for at least ninety (90) days in a calendar year.

  • Death, Disability or Retirement Subject to the provisions of Section 1 hereof, this Agreement shall terminate automatically upon the Executive's death, termination due to "Disability" (as defined below) or voluntary retirement under any of the Company's retirement plans as in effect from time to time. For purposes of this Agreement, Disability shall mean the Executive has met the conditions to qualify for long-term disability benefits under the Company's policies, as in effect immediately prior to the Effective Date.

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