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Common use of Death, Disability or Retirement Clause in Contracts

Death, Disability or Retirement. In the event Executive’s employment is terminated as a result of his death, Disability or Retirement, the following shall apply: (i) Executive’s rights under any LTIP or any other executive compensation arrangement in which Executive then participates shall be determined in accordance with the controlling plan document and/or award agreements. (ii) Any unpaid Base Annual Salary shall be paid through the Date of Termination in accordance with the Employer’s normal payroll practices. (iii) Any unpaid AICP award for the calendar year preceding the calendar year which includes Executive’s Date of Termination shall be paid when the AICP awards for other participants are paid. (iv) Executive’s award under any AICP to which he would otherwise be entitled in the calendar year which includes his Date of Termination shall be prorated for the period of his participation in the AICP during the relevant calendar year, and payable at the same time other participants in the AICP receive payment. (v) Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e). (vi) Executive shall be paid all accrued unused vacation in accordance with the Employer’s vacation policy, as amended from time to time. (vii) Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time. (viii) If Executive’s employment is terminated by reason of death of Disability, the Employer shall pay Executive (or, in the event of death, to Executive’s surviving spouse, a lump sum amount equal, on an after-tax basis, to the cost of continuation of group health coverage under COBRA for the maximum period allowable by law based upon the rates for such coverage in effect for Executive (and his dependents, if applicable) on the Date of Termination. Such amount shall be paid in a cash lump sum payment not later than ten (10) days following Executive’s Date of Termination.

Appears in 5 contracts

Samples: Employment Agreement (United Financial Bancorp, Inc.), Employment Agreement (United Financial Bancorp, Inc.), Employment Agreement (United Financial Bancorp, Inc.)

Death, Disability or Retirement. In If, after a Change of Control and during the event Employment Term, (1) the Executive’s employment is terminated status as a result of his death, Disability or Retirement, the following shall apply: (i) Executive’s rights under any LTIP or any other executive compensation arrangement in which Executive then participates shall be determined in accordance with the controlling plan document and/or award agreements. (ii) Any unpaid Base Annual Salary shall be paid through the Date of Termination in accordance with the Employer’s normal payroll practices. (iii) Any unpaid AICP award for the calendar year preceding the calendar year which includes Executive’s Date of Termination shall be paid when the AICP awards for other participants are paid. (iv) Executive’s award under any AICP to which he would otherwise be entitled in the calendar year which includes his Date of Termination shall be prorated for the period of his participation in the AICP during the relevant calendar year, an officer and payable at the same time other participants in the AICP receive payment. (v) Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e). (vi) Executive shall be paid all accrued unused vacation in accordance with the Employer’s vacation policy, as amended from time to time. (vii) Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time. (viii) If Executive’s employment employee is terminated by reason of death the Executive’s death, (2) the Post-Transaction Corporation terminates the Executive’s status as an officer and employee by reason of Executive’s Disability, or (3) the Employer shall Executive Retires and terminates his status as an officer and employee, then, subject to Section 2.3(f): (i) The Post-Transaction Corporation or an Affiliate will pay to the Executive or his legal representatives the sum of (A) the amount of the Executive’s Base Salary earned through the Termination Date to the extent not previously paid and (B) any compensation previously deferred by the Executive (or, in the event of death, to Executive’s surviving spouse, a lump sum amount equal, together with any accrued interest on an after-tax basis, earnings thereon) to the cost extent not previously paid in accordance with the terms of continuation the deferred compensation plans under which such compensation was deferred (the sum of group health coverage under COBRA the amounts described in clauses (A) and (B) being hereinafter referred to as the “Accrued Obligations”); (ii) The Post-Transaction Corporation or an Affiliate will pay to the Executive or his legal representatives a pro rata bonus in an amount determined by calculating the bonus that the Executive would receive for the maximum period allowable by law fiscal year in which the Termination Date occurs based upon the rates level of achievement of the applicable performance goals through the end of the fiscal quarter in which the Termination Date occurs, annualized as if such level of performance had continued throughout the entire fiscal year and then multiplying such bonus amount by the fraction obtained by dividing the number of days in the year through the Termination Date by 365 (the “Pro Rata Bonus”); (iii) If the Executive Retires, then for such coverage in effect for Executive (and his dependents, if applicable) a period commencing on the Termination Date and ending on the earlier of Termination. Such amount shall be paid (A) the third anniversary of the Termination Date, or (B) the date that the Executive accepts new employment (the “Continuation Period”), the Post-Transaction Corporation or an Affiliate will at its expense maintain and administer for the continued benefit of Executive all insurance and welfare benefit plans in a cash lump sum payment not later than ten (10) days following which Executive was entitled to participate as an employee as of the Termination Date, provided that Executive’s Date continued participation is possible under the general terms and provisions of Terminationsuch plans and all applicable laws. The coverage and benefits (including deductibles and costs) provided under any such benefit plan in accordance with this paragraph during the Continuation Period will be no less favorable to Executive than the most favorable of such coverages and benefits as of the Termination Date. If Executive’s participation in any such benefit plan is barred or any such benefit plan is terminated, the Post-Transaction Corporation or an Affiliate will provide Executive with compensation or benefits substantially similar or comparable in value to those Executive would otherwise have been entitled to receive under such plans. At the end of the Continuation Period, the Executive will have the option to have assigned to him, at no cost and with no apportionment of prepaid premiums, any assignable insurance owned by the Post-Transaction Corporation or an Affiliate that relates specifically to the Executive. To the maximum extent permitted by law, the Executive will be eligible for coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) at the end of the Continuation Period or earlier cessation of the Post-Transaction Corporation’s obligation under the foregoing provisions of this paragraph; and (iv) The Post-Transaction Corporation or an Affiliate will pay or deliver, as appropriate, all other benefits earned by the Executive or accrued for his benefit pursuant to any employee benefit plans maintained by the Post-Transaction Corporation or its Affiliates with respect to services rendered by the Executive prior to the Termination Date.

Appears in 3 contracts

Samples: Change of Control Agreement (Freeport McMoran Copper & Gold Inc), Change of Control Agreement (Freeport McMoran Copper & Gold Inc), Change of Control Agreement (Freeport McMoran Copper & Gold Inc)

Death, Disability or Retirement. In If (A) the event Executive’s employment is terminated status as a result of his death, Disability or Retirement, the following shall apply: (i) Executive’s rights under any LTIP or any other executive compensation arrangement in which Executive then participates shall be determined in accordance with the controlling plan document and/or award agreements. (ii) Any unpaid Base Annual Salary shall be paid through the Date of Termination in accordance with the Employer’s normal payroll practices. (iii) Any unpaid AICP award for the calendar year preceding the calendar year which includes Executive’s Date of Termination shall be paid when the AICP awards for other participants are paid. (iv) Executive’s award under any AICP to which he would otherwise be entitled in the calendar year which includes his Date of Termination shall be prorated for the period of his participation in the AICP during the relevant calendar year, an officer and payable at the same time other participants in the AICP receive payment. (v) Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e). (vi) Executive shall be paid all accrued unused vacation in accordance with the Employer’s vacation policy, as amended from time to time. (vii) Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time. (viii) If Executive’s employment employee is terminated by reason of the Executive’s death or Retirement, or (B) the Company terminates the Executive’s status as an officer and employee by reason of DisabilityExecutive’s Disability then, subject to the six-month delay set forth in Article VIII, Section 14, if applicable,: (a) The Company will pay the Executive or his legal representatives the amount of the Executive’s Base Salary earned through the Termination Date to the extent not previously paid (the “Accrued Obligations”); (b) The Company will pay to the Executive or his legal representatives a pro rata Bonus (the “Pro Rata Bonus”) for the Fiscal Year in which the Termination Date occurs, which shall be paid out at such time as annual cash bonuses are paid to other senior executives in accordance with the terms of the Annual Incentive Plan (as defined above in Article II, Section 2). The amount of the Pro Rata Bonus shall be determined by multiplying (i) the bonus the Executive would have received pursuant to the terms of the Annual Incentive Plan as determined by the Committee had he remained employed by the Company through the applicable Fiscal Year, by (ii) the fraction obtained by dividing the number of days in the year through the Termination Date by 365. To the extent that the Committee exercises negative discretion in determining bonus awards under the Annual Incentive Plan for the Fiscal Year in which the Termination Date occurs, such negative discretion may not be applied in a manner more adverse to the Executive than to other similarly situated active senior executives of the Company; (c) The Company will pay or deliver, as appropriate, all other benefits due to Executive pursuant to any employee benefit plans and incentive plans maintained by the Company or its subsidiaries with respect to services rendered by the Executive prior to the Termination Date; and (d) In the case of Executive’s Retirement, for a period commencing on the Termination Date and ending on the earlier of (i) the third anniversary of the Termination Date, or (ii) the date that the Executive accepts new employment (the “Continuation Period”), the Employer shall pay Company will at its expense maintain and administer for the continued benefit of Executive (orall insurance and welfare benefit plans in which Executive was entitled to participate as an employee of the Company as of the Termination Date, in except medical reimbursement benefits under the event of deathCompany’s flex plans, to provided that Executive’s surviving spousecontinued participation is possible under the general terms and provisions of such plans and all applicable laws. If the Executive is a “specified employee” governed by Article VIII, a lump sum amount equal, on an after-tax basisSection 14, to the extent that any benefits provided to the Executive under this Article IV, Section 2(d) are taxable to the Executive, then, with the exception of nontaxable medical insurance benefits, the value of the aggregate amount of such taxable benefits provided to the Executive pursuant to this Article IV, Section 2(d) during the six-month period following the Termination Date shall be limited to the amount specified by Section 402(g)(1)(B) of Code for the year in which the Termination Date occurred. The Executive shall pay the cost of continuation any benefits that exceed the amount specified in the previous sentence during the six-month period following the Termination Date, and shall be reimbursed in full by the Company during the seventh month after the Termination Date. The coverage and benefits (including deductibles and costs) provided under any such benefit plan in accordance with this paragraph during the Continuation Period will be no less favorable to Executive than the most favorable of group health such coverages and benefits as of the Termination Date. If Executive’s participation in any such benefit plan is barred or any such benefit plan is terminated, the Company will use commercially reasonable efforts to provide Executive with compensation or benefits substantially similar or comparable in value to those Executive would otherwise have been entitled to receive under such plans. At the end of the Continuation Period, the Executive will have the option to have assigned to him, at no cost and with no apportionment of prepaid premiums, any assignable insurance owned by the Company that relates specifically to the Executive. Subject to the general terms and provisions of the plans and all applicable laws, the Executive will be eligible for coverage under COBRA the Company’s retiree medical plan or the Consolidated Omnibus Budget Reconciliation Act at the end of the Continuation Period or earlier cessation of the Company’s obligation under the foregoing provisions of this paragraph. To the extent that the amounts payable under this Article IV, Section 2(d) are reimbursements and other separation payments described under Treasury Regulations Section 1.409A-1(b)(9)(v), such payments do not provide for the maximum period allowable deferral of compensation. If they do constitute deferral of compensation governed by law based upon the rates for such coverage in effect for Executive (and his dependentsSection 409A, if applicable) on the Date of Termination. Such amount they shall be paid in a cash lump sum payment not later than ten deemed to be reimbursements or in-kind benefits governed by Treasury Regulations Section 1.409A-3(i)(1)(iv). If the previous sentence applies, (10i) days following the amount of expenses eligible for reimbursement or in-kind benefits provided during the Executive’s Date taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year, (ii) the reimbursement of Terminationan eligible expense must be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

Appears in 2 contracts

Samples: Executive Employment Agreement (Freeport McMoran Copper & Gold Inc), Executive Employment Agreement (Freeport McMoran Copper & Gold Inc)

Death, Disability or Retirement. In the event Executive’s employment is terminated as a result of his death, Disability or Retirement, the following shall apply: (i) Executive’s rights under any LTIP Equity-Based Awards or any other executive compensation arrangement in which Executive then participates rights or awards shall be determined in accordance with the controlling plan document and/or documents and award agreements. agreements (ii) Any and the definitions herein shall not be deemed to modify any such awards), and his unpaid Base Annual Salary shall be paid through to the Date of Termination in accordance with the EmployerCompany’s normal payroll practices. (iii) . Any unpaid AICP award STIP bonus for the a calendar year preceding the calendar year which includes of Executive’s Date of Termination shall be paid when the AICP awards STIP bonus for other participants are paid. (iv) Executive’s award under any AICP to which he would otherwise be entitled is paid but in no event later than March 15th following the end of the calendar year which includes of the applicable STIP bonus. The Company will pay Executive a cash lump sum equal to a prorata portion of the STIP for the calendar year of his Date of Termination shall (a) calculated on the basis of Executive having fully met all individual performance criteria (financial, personal, or otherwise) for a target bonus (which will not include any maximum that might otherwise be prorated for the period of his participation applicable or any multiplier which may be applicable to a bonus) and (b) will be payable in the AICP during next calendar year following the relevant calendar year of the Date of Termination but in any event no later than March 15th of such calendar year, and payable at the same time other participants in the AICP . Executive shall not otherwise be entitled to receive payment. (v) any further compensation under this Agreement. Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e5(f). (vi) ; Executive shall be paid all accrued unused vacation in accordance with the EmployerCompany’s vacation policy, as amended from time to time. (vii) time and Executive shall be entitled to all benefits under Section 5(d5(e) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time. (viii) If Executive’s employment is terminated by reason of death of Disability, the Employer shall pay Executive (or, in the event of death, to Executive’s surviving spouse, a lump sum amount equal, on an after-tax basis, to the cost of continuation of group health coverage under COBRA for the maximum period allowable by law based upon the rates for such coverage in effect for Executive (and his dependents, if applicable) on the Date of Termination. Such amount shall be paid in a cash lump sum payment not later than ten (10) days following Executive’s Date of Termination.

Appears in 2 contracts

Samples: Employment Agreement (Tesco Corp), Employment Agreement (Tesco Corp)

Death, Disability or Retirement. In the event Executive’s employment is terminated as If, after a result Change of his death, Disability or Retirement, the following shall apply: (i) Executive’s rights under any LTIP or any other executive compensation arrangement in which Executive then participates shall be determined in accordance with the controlling plan document and/or award agreements. (ii) Any unpaid Base Annual Salary shall be paid through the Date of Termination in accordance with the Employer’s normal payroll practices. (iii) Any unpaid AICP award for the calendar year preceding the calendar year which includes Executive’s Date of Termination shall be paid when the AICP awards for other participants are paid. (iv) Executive’s award under any AICP to which he would otherwise be entitled in the calendar year which includes his Date of Termination shall be prorated for the period of his participation in the AICP Control and during the relevant calendar yearEmployment Term, (1) the Executive's status as an officer and payable at the same time other participants in the AICP receive payment. (v) Executive shall be reimbursed for all expenses incurred and in accordance with Section 5(e). (vi) Executive shall be paid all accrued unused vacation in accordance with the Employer’s vacation policy, as amended from time to time. (vii) Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time. (viii) If Executive’s employment employee is terminated by reason of death the Executive's death, (2) the Post-Transaction Corporation terminates the Executive's status as an officer and employee by reason of DisabilityExecutive's Disability (as defined in the Employment Agreement), or (iii) the Employer shall Executive Retires (as defined in the Employment Agreement) and terminates his status as an officer and employee, then, subject to Section 2.4(f): (i) The Post-Transaction Corporation will pay to the Executive or his legal representatives the sum of (A) the amount of the Executive's Base Salary earned through the Termination Date to the extent not previously paid and (B) any compensation previously deferred by the Executive (or, in the event of death, to Executive’s surviving spouse, a lump sum amount equal, together with any accrued interest on an after-tax basis, earnings thereon) to the cost extent not previously paid in accordance with the terms of continuation the deferred compensation plans under which such compensation was deferred (the sum of group health coverage under COBRA the amounts described in clauses (A) and (B) being hereinafter referred to as the "Accrued Obligations"); (ii) The Post-Transaction Corporation will pay to the Executive or his legal representatives a pro rata bonus in an amount determined by calculating the bonus that the Executive would receive for the maximum period allowable by law Fiscal Year in which the Termination Date occurs based upon the rates level of achievement of the applicable performance goals through the end of the fiscal quarter in which the Termination Date occurs, annualized as if such level of performance had continued throughout the entire Fiscal Year and then multiplying such bonus amount by the fraction obtained by dividing the number of days in the year through the Termination Date by 365 (the "Pro Rata Bonus"); (iii) If the Executive Retires (as defined in the Employment Agreement), for such coverage in effect for Executive (and his dependents, if applicable) a period commencing on the Termination Date and ending on the earlier of Termination(A) the third anniversary of the Termination Date, or (B) the date that the Executive accepts new employment (the "Continuation Period"), the Post-Transaction Corporation will at its expense maintain and administer for the continued benefit of Executive all insurance and welfare benefit plans in which Executive was entitled to participate as an employee as of the Termination Date, provided that Executive's continued participation is possible under the general terms and provisions of such plans and all applicable laws. Such amount shall The coverage and benefits (including deductibles and costs) provided under any such benefit plan in accordance with this paragraph during the Continuation Period will be paid no less favorable to Executive than the most favorable of such coverages and benefits as of the Termination Date. If Executive's participation in a cash lump sum payment not later than ten any such benefit plan is barred or any such benefit plan is terminated, the Post-Transaction Corporation will provide Executive with compensation or benefits substantially similar or comparable in value to those Executive would otherwise have been entitled to receive under such plans. At the end of the Continuation Period, the Executive will have the option to have assigned to him, at no cost and with no apportionment of prepaid premiums, any assignable insurance owned by the Post-Transaction Corporation that relates specifically to the Executive. To the maximum extent permitted by law, the Executive will be eligible for coverage under the Consolidated Omnibus Budget Reconciliation Act (10"COBRA") days following Executive’s Date at the end of Terminationthe Continuation Period or earlier cessation of the Post-Transaction Corporation's obligation under the foregoing provisions of this paragraph; and (iv) The Post-Transaction Corporation will pay or deliver, as appropriate, all other benefits earned by the Executive or accrued for his benefit pursuant to any employee benefit plans maintained by the Post-Transaction Corporation or its affiliated companies with respect to services rendered by the Executive prior to the Termination Date.

Appears in 2 contracts

Samples: Change of Control Agreement (Freeport McMoran Copper & Gold Inc), Change of Control Agreement (Freeport McMoran Copper & Gold Inc)

Death, Disability or Retirement. In the event Executive’s employment is terminated as a result of his death, Disability or Retirement, the following shall apply: (i) Executive’s rights under any LTIP or any other executive compensation arrangement in which Executive then participates shall be determined in accordance with the controlling plan document and/or award agreements. (ii) Any unpaid Base Annual Salary shall be paid through Upon the Date of Termination due to Executive’s death, Disability (as defined in Section 7(a)), or Retirement (as defined in Section 7(a)), all grants of Restricted Stock held by Executive as of the Date of Termination will become immediately vested as of the Date of Termination and all of Executive’s Options held by Executive as of the Date of Termination will become immediately vested and exercisable as of the Date of Termination. All of Executive’s vested but unexercised Options as of the Date of Termination (including those with accelerated vesting pursuant to the foregoing sentence) shall remain exercisable through the earlier of (A) the original expiration date of the Option, or (B) the 90th day following the Date of Termination or such longer period as specified in the plan document governing the applicable award. For a period of eighteen (18) months after the Date of Termination due to Executive’s death, Disability (as defined in Section 7(a)), or Retirement (as defined in Section 7(a)), Executive shall have the right to elect continuation of healthcare coverage under the Company’s group plan (if allowed by the plan) in accordance with “COBRA” provided the Employer’s normal payroll practices. (iii) Any unpaid AICP award for the calendar year preceding the calendar year which includes Executive’s Date of Termination shall be paid when the AICP awards for other participants are paid. (iv) Executive’s award under any AICP to which he would otherwise be entitled in the calendar year which includes his Date of Termination shall be prorated for the period of his participation in the AICP during the relevant calendar year, and payable at the same time other participants in the AICP receive payment. (v) Executive shall be reimbursed for all expenses incurred pay the entire cost of such coverage. Except as set forth above and regardless of whether or not a Change in accordance with Section 5(e). (vi) Executive Control shall be paid all accrued unused vacation in accordance with the Employer’s vacation policyhave occurred, as amended from time to time. (vii) Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time. (viii) If if Executive’s employment is terminated by reason of death of Disability, the Employer shall pay Executive (or, in the event of Executive’s death, Disability or Retirement, this Agreement shall terminate without further obligations to Executive or his estate or legal representatives under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to Executive’s surviving spouseestate or beneficiary, as applicable, in a lump sum amount equal, on an after-tax basis, in cash within 30 days of the Date of Termination. With respect to the cost provision of continuation of group health coverage Other Benefits, the term Other Benefits as used in this Section 8(d) shall include, without limitation, and Executive or his estate and/or beneficiaries shall be entitled to receive, benefits under COBRA for the maximum period allowable by law based upon the rates for such coverage in effect for Executive (plans, programs, practices and his dependentspolicies relating to death, disability or retirement benefits, if applicable) any, as are applicable to Executive on the Date of Termination. Such amount shall be paid in a cash lump sum payment not later than ten (10) days following Executive’s Date of Termination.

Appears in 2 contracts

Samples: Employment Agreement (Global Payments Inc), Employment Agreement (Global Payments Inc)

Death, Disability or Retirement. In the event Executive’s employment is terminated as a result of his death, Disability or Retirement, the following shall apply: (i) Executive’s rights under any LTIP or any other executive compensation arrangement in which Executive then participates shall be determined in accordance with the controlling plan document and/or award agreements. (ii) Any unpaid Base Annual Salary shall be paid through Upon the Date of Termination due to Executive’s death, Disability (as defined in Section 7(a)), or Retirement (as defined in Section 7(a)), (i) all grants of Restricted Stock held by Executive as of the Date of Termination will become immediately vested as of the Date of Termination, (ii) all of Executive’s Options held by executive as of the Date of Termination will become immediately vested and exercisable as of the Date of Termination, and (iii) the number of Performance Units earned shall be determined at the end of the Performance Cycle based on the actual performance as of the end of the Performance Cycle. All of Executive’s vested but unexercised Options as of the Date of Termination (including those with accelerated vesting pursuant to the forgoing sentence) shall remain exercisable through the earliest of (A) the original expiration date of the Option, (B) the 90th day following the Date of Termination or such longer period as specified in the plan document governing the applicable award, or (C) the date that is the 10th anniversary of the original date of grant of the Option. For a period of eighteen (18) months after the Date of Termination due to Executive’s death, Disability (as defined in Section 7(a)), or Retirement (as defined in Section 7(a)), Executive shall have the right to elect continuation of health care coverage under the Company’s group plan (if allowed by the plan) in accordance with “COBRA” provided the Employer’s normal payroll practices. (iii) Any unpaid AICP award for the calendar year preceding the calendar year which includes Executive’s Date of Termination shall be paid when the AICP awards for other participants are paid. (iv) Executive’s award under any AICP to which he would otherwise be entitled in the calendar year which includes his Date of Termination shall be prorated for the period of his participation in the AICP during the relevant calendar year, and payable at the same time other participants in the AICP receive payment. (v) Executive shall be reimbursed for all expenses incurred pay the entire cost of such coverage. Except as set forth above and regardless of whether or not a Change in accordance with Section 5(e). (vi) Executive Control shall be paid all accrued unused vacation in accordance with the Employer’s vacation policyhave occurred, as amended from time to time. (vii) Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time. (viii) If if Executive’s employment is terminated by reason of death of Disability, the Employer shall pay Executive (or, in the event of Executive’s death, Disability or Retirement, this Agreement shall terminate without further obligations to Executive or his estate or legal representatives under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to Executive’s surviving spouseestate or beneficiary, as applicable, in a lump sum amount equal, on an after-tax basis, in cash within 30 days of the Date of Termination. With respect to the cost provision of continuation of group health coverage Other Benefits, the term Other Benefits as used in this Section 8(d) shall include, without limitation, and Executive or his estate and/or beneficiaries shall be entitled to receive, benefits under COBRA for the maximum period allowable by law based upon the rates for such coverage in effect for Executive (plans, programs, practices and his dependentspolicies relating to death, disability or retirement benefits, if applicable) any, as are applicable to Executive on the Date of Termination. Such amount shall be paid in a cash lump sum payment not later than ten (10) days following Executive’s Date of Termination.

Appears in 1 contract

Samples: Employment Agreement (Global Payments Inc)

Death, Disability or Retirement. In the event Executive’s employment is terminated as a result of his death, Disability or Retirement, the following shall apply: (i) Executive’s rights under any LTIP or any other executive compensation arrangement in which Executive then participates shall be determined in accordance with the controlling plan document and/or award agreements. (ii) Any unpaid Base Annual Salary shall be paid through Upon the Date of Termination due to Executive’s death, Disability (as defined in Section 7(a)), or Retirement (as defined in Section 7(a)), all grants of Restricted Stock held by Executive as of the Date of Termination will become immediately vested as of the Date of Termination and all of Executive’s Options held by executive as of the Date of Termination will become immediately vested and exercisable as of the Date of Termination. All of Executive’s vested but unexercised Options as of the Date of Termination (including those with accelerated vesting pursuant to the forgoing sentence) shall remain exercisable through the earliest of (A) the original expiration date of the Option, (B) the 90th day following the Date of Termination or such longer period as specified in the plan document governing the applicable award, or (C) the date that is the 10th anniversary of the original date of grant of the Option. For a period of eighteen (18) months after the Date of Termination due to Executive’s death, Disability (as defined in Section 7(a)), or Retirement (as defined in Section 7(a)), Executive shall have the right to elect continuation of health care coverage under the Company’s group plan (if allowed by the plan) in accordance with “COBRA” provided the Employer’s normal payroll practices. (iii) Any unpaid AICP award for the calendar year preceding the calendar year which includes Executive’s Date of Termination shall be paid when the AICP awards for other participants are paid. (iv) Executive’s award under any AICP to which he would otherwise be entitled in the calendar year which includes his Date of Termination shall be prorated for the period of his participation in the AICP during the relevant calendar year, and payable at the same time other participants in the AICP receive payment. (v) Executive shall be reimbursed for all expenses incurred pay the entire cost of such coverage. Except as set forth above and regardless of whether or not a Change in accordance with Section 5(e). (vi) Executive Control shall be paid all accrued unused vacation in accordance with the Employer’s vacation policyhave occurred, as amended from time to time. (vii) Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time. (viii) If if Executive’s employment is terminated by reason of death of Disability, the Employer shall pay Executive (or, in the event of Executive’s death, Disability or Retirement, this Agreement shall terminate without further obligations to Executive or his estate or legal representatives under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to Executive’s surviving spouseestate or beneficiary, as applicable, in a lump sum amount equal, on an after-tax basis, in cash within 30 days of the Date of Termination. With respect to the cost provision of continuation of group health coverage Other Benefits, the term Other Benefits as used in this Section 8(d) shall include, without limitation, and Executive or his estate and/or beneficiaries shall be entitled to receive, benefits under COBRA for the maximum period allowable by law based upon the rates for such coverage in effect for Executive (plans, programs, practices and his dependentspolicies relating to death, disability or retirement benefits, if applicable) any, as are applicable to Executive on the Date of Termination. Such amount shall be paid in a cash lump sum payment not later than ten (10) days following Executive’s Date of Termination.

Appears in 1 contract

Samples: Employment Agreement (Global Payments Inc)

Death, Disability or Retirement. In the event Executive’s employment is terminated as a result of his death, Disability or Retirement, the following shall apply: (i) Executive’s rights under any LTIP or any other executive compensation arrangement in which Executive then participates shall be determined in accordance with the controlling plan document and/or award agreements. (ii) Any unpaid Base Annual Salary shall be paid through Upon the Date of Termination due to Executive’s death, Disability (as defined in Section 7(a)), or Retirement (as defined in Section 7(a)), all grants of Restricted Stock held by Executive as of the Date of Termination will become immediately vested as of the Date of Termination and all of Executive’s Options held by executive as of the Date of Termination will become immediately vested and exercisable as of the Date of Termination. All of Executive’s vested but unexercised Options as of the Date of Termination (including those with accelerated vesting pursuant to the forgoing sentence) shall remain exercisable through the earliest of (A) the original expiration date of the Option, (B) the 90th day following the Date of Termination or such longer period as specified in the plan document governing the applicable award, or (C) the date that is the 10th anniversary of the original date of grant of the Option. For a period of eighteen (18) months after the Date of Termination due to Executive’s death, Disability (as defined in Section 7(a)), or Retirement (as defined in Section 7(a)), Executive shall have the right to elect continuation of health care coverage under the Company’s group plan (if allowed by the plan) in accordance with “COBRA” provided the Employer’s normal payroll practices. (iii) Any unpaid AICP award for the calendar year preceding the calendar year which includes Executive’s Date of Termination shall be paid when the AICP awards for other participants are paid. (iv) Executive’s award under any AICP to which he would otherwise be entitled in the calendar year which includes his Date of Termination shall be prorated for the period of his participation in the AICP during the relevant calendar year, and payable at the same time other participants in the AICP receive payment. (v) Executive shall be reimbursed for all expenses incurred pay the entire cost of such coverage. Except as set forth above and regardless of whether or not a Change in accordance with Section 5(e). (vi) Executive Control shall be paid all accrued unused vacation in accordance with the Employer’s vacation policyhave occurred, as amended from time to time. (vii) Executive shall be entitled to all benefits under Section 5(d) subject to the terms and conditions of the applicable plan documents and arrangements, as amended from time to time. (viii) If if Executive’s employment is terminated by reason of death of Disability, the Employer shall pay Executive (or, in the event of Executive’s death, Disability or Retirement, this Agreement shall terminate without further obligations to Executive or his estate or legal representatives under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be paid to Executive’s surviving spouseestate or beneficiary, as applicable, in a lump sum amount equal, on an after-tax basis, in cash within 30 days of the Date of Termination. With respect to the cost provision of continuation of group health coverage Other Benefits, the term Other Benefits as used in this Section 8(d) shall include, without limitation, and Executive or his estate and/or beneficiaries shall be entitled to receive, benefits under COBRA for the maximum period allowable by law based upon the rates for such coverage in effect for Executive (plans, programs, practices and his dependentspolicies relating to death, disability or retirement benefits, if applicable) any, as are applicable to Executive on the Date of Termination. Such amount shall be paid in a cash lump sum payment not later than ten (10) days following Executive’s Date of Termination.

Appears in 1 contract

Samples: Employment Agreement (Global Payments Inc)