Death, Disability, Retirement or Termination Without Cause Sample Clauses

Death, Disability, Retirement or Termination Without Cause. Section 3 to the contrary notwithstanding, if the Participant dies, becomes permanently and totally disabled within the meaning of Code Section 22(e)(3) (“Disabled”) or retires from service on the Board or on the board of directors of any Affiliate at or after age 65 or at an earlier age with the consent of the Committee, in each case prior to the forfeiture of the shares of Restricted Stock under Section 6, all shares of Restricted Stock that are not then Vested shall become Vested as of the date of the Participant’s death, becoming Disabled or retirement. Additionally, notwithstanding Section 3 to the contrary, the Restricted Stock shall become Vested with respect to a pro rata portion of the shares of Restricted Stock covered hereby if the Participant’s service on the Board or on the board of directors of an Affiliate is terminated by the Company or such Affiliate without Cause and neither the preceding sentence of this Section 4 nor Section 5 applies. Such pro-rata portion shall be equal to the product of (i) the number of shares of Restricted Stock covered hereby that are not Vested as of the date of termination, multiplied by (ii) a fraction, the numerator of which is the number of days that have elapsed from (A) the Award Date, if the Participant’s service on the Board or on the board of directors of an Affiliate is terminated by the Company or such Affiliate without Cause prior to the first anniversary of the Award Date, or (B) the anniversary of the Award Date immediately preceding the date of termination, if the Participant’s service on the Board or on the board of directors of an Affiliate is terminated by the Company or such Affiliate without Cause on or after the first anniversary of the Award Date, and the denominator of which is (x) 1,095, if the date of termination occurs prior to the first anniversary of the Award Date, (y) 730, if the date of termination occurs on or after the first anniversary of the Award Date, but prior to the second anniversary of the Award Date, or (z) 365, if the date of termination occurs on or after the second anniversary of the Award Date, but prior to the third anniversary of the Award Date.
Sample 1
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Death, Disability, Retirement or Termination Without Cause. If before the Vesting Date (and before a Dominion Exploration and Production, Inc. (DEPI) Divestiture or Change of Control), the Participant dies, becomes Disabled, Retires or is terminated without Cause (as such term is defined in the Employment Continuity Agreement between the Participant and the Company), the Participant’s rights in a portion of the Restricted Stock shall become vested equal to the number of shares of Restricted Stock times the fraction of (A) the number of complete calendar months from the Date of Grant to the Participant’s termination of employment divided by (B) the total number of months from the Date of Grant to the Vesting Date. However, in the event of Retirement, such vesting of the Participant’s Restricted Stock shall be conditioned upon the determination by the Company’s Chief Executive Officer, in his sole discretion, that the Participant’s Retirement is not detrimental to the Company. The vesting will occur as of the date of death, Disability, Retirement or termination without Cause and any shares of the Restricted Stock which do not vest in accordance with the above terms of this paragraph 4 shall be deemed forfeited.
Sample 1
Death, Disability, Retirement or Termination Without Cause. If Optionee ceases to perform services for the Company or a Subsidiary by reason of Retirement (as defined in the Plan), death, Disability (as defined in the Plan), or by reason of termination by the Company without Cause, this Option shall be immediately forfeited and may not be exercised after the date which is one (1) year after the Optionee’s Termination Date, or, if earlier, the Expiration Date.
Sample 1
Death, Disability, Retirement or Termination Without Cause. Section 3 to the contrary notwithstanding, if the Participant dies, becomes permanently and totally disabled within the meaning of Code Section 22(e)(3) (“Disabled”) or retires from service on the Board or on the board of directors of any Affiliate at or after age 65 or at an earlier age with the consent of the Committee, in each case prior to the forfeiture of the shares of Restricted Stock under Section 6, all shares of Restricted Stock that are not then Vested shall become Vested as of the date of the Participant’s death, becoming Disabled or retirement. Additionally, notwithstanding Section 3 to the contrary, the Restricted Stock shall become Vested with respect to a pro rata portion of the shares of Restricted Stock covered hereby if the Participant’s service on the Board or on the board of directors of an Affiliate is terminated by the Company or such Affiliate without Cause and neither the preceding sentence of this Section 4 nor Section 5 applies. Such pro-rata portion shall be equal to the product of (i) the number of shares of Restricted Stock covered hereby that are not Vested as of the date of termination, multiplied by (ii) a fraction, the numerator of which is the number of days that have elapsed from the Award Date and the denominator of which is 365.
Sample 1
Death, Disability, Retirement or Termination Without Cause. Upon a Termination of Employment or Termination of Consultancy (as applicable) as a result of the Participant’s death, Disability or Retirement, all outstanding unvested Restricted Stock Units shall immediately vest and a share of Common Stock with respect to each such vested Restricted Stock Unit shall be distributed within thirty (30) days following such termination.
Sample 1

Related to Death, Disability, Retirement or Termination Without Cause

  • Termination for Cause, or Termination Upon Death, Disability or Resignation from the Company Without Good Reason If Executive’s employment shall terminate as a result of Executive’s death pursuant to Section 3(a)(i) or Disability pursuant to Section 3(a)(ii), pursuant to Section 3(a)(iii) for Cause, or pursuant to Section 3(a)(vi) for Executive’s resignation from the Company without Good Reason, then Executive shall not be entitled to any severance payments or benefits, except as provided in Section 3(c).

  • Death, Disability, Retirement This Agreement shall terminate upon the death, disability or retirement of Executive. As used in this Agreement, the term "disability" shall mean Executive's inability, as a result of physical or mental incapacity, to substantially perform his duties with the Bank for a period of 180 consecutive days. Any question as to the existence of Executive's disability upon which the Executive and the Bank cannot agree shall be determined by a qualified independent physician mutually agreeable to Executive and the Bank or, if the parties are unable to agree upon a physician within ten (10) days after notice from either to the other suggesting a physician, by a physician designated by the then president of the medical society for the county in which Executive maintains his principal residence, upon the request of either party. The costs of any such medical examination shall be borne by the Bank. If Executive is terminated due to disability he shall be paid 100% of his Base Salary at the rate in effect at the time notice of termination is given for the remainder of the Employment Term, payable in substantially equal monthly installments less, in each case, any disability payments otherwise payable under plans provided by the Bank for disability or any governmental social security or workers compensation program, and actually paid to Executive in substantially equal monthly installments.

  • Termination of Employment Due to Death, Disability, or Retirement If the Optionee’s termination of employment is due to death, Disability, or Retirement (termination on or after age 65), or if Optionee terminates employment after age 55, the following shall apply:

  • Death, Retirement or Disability Executive’s employment shall terminate automatically upon Executive’s death or Retirement during the Employment Period. For purposes of this Agreement, “Retirement” shall mean normal retirement as defined in the Company’s then-current retirement plan, or if there is no such retirement plan, “Retirement” shall mean voluntary termination after age 65 with ten years of service. If the Company determines in good faith that the Disability of Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to Executive written notice of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such written notice by Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’s duties. For purposes of this Agreement, “Disability” shall mean a mental or physical disability as determined by the Board of Directors of the Company in accordance with standards and procedures similar to those under the Company’s employee long-term disability plan, if any. At any time that the Company does not maintain such a long-term disability plan, “Disability” shall mean the inability of Executive, as determined by the Board, to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental condition which has lasted (or can reasonably be expected to last) for twelve workweeks in any twelve-month period. At the request of Executive or his personal representative, the Board’s determination that the Disability of Executive has occurred shall be certified by two physicians mutually agreed upon by Executive, or his personal representative, and the Company. Failing such independent certification (if so requested by Executive), Executive’s termination shall be deemed a termination by the Company without Cause and not a termination by reason of his Disability.

  • 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.

  • TERMINATION UPON RETIREMENT, DISABILITY OR DEATH Termination by the Bank of the Executive based on "

  • 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.

  • Termination Due to Death, Disability or Retirement In the event the Optionee’s employment or other service with the Company and all Subsidiaries is terminated by reason of death, Disability or Retirement, this Option will remain exercisable, to the extent exercisable as of the date of such termination, for a period of one year after such termination (but in no event after the Time of Termination).

  • Termination on Death or Disability Upon a termination of employment due to the Executive’s death or Disability, the Company shall have no further liability or further obligation to the Executive except that the Executive (or, if applicable, his estate or designated beneficiaries under any Company-sponsored employee benefit plan in the event of his death) shall be entitled to receive:

  • 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.

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