Death or Disability; Change of Control Sample Clauses

Death or Disability; Change of Control. The Option shall become exercisable (A), with respect to all of the vested Option Shares, automatically upon the death or permanent disability (as determined by the Board or the Committee) of the Grantee and (B), with respect to all unexpired Option Shares, automatically upon a Change of Control. For purposes hereof, a "Change of Control" shall mean the sale of all or substantially all of the assets of the Company to an unaffiliated third-party; the merger or consolidation of the Company with an unaffiliated third-party in which the Company is not the surviving corporation; or the acquisition or control in excess of 51% of the Company's Common Stock on a fully-diluted basis by any person or group of persons (as defined in Section 13(d) of the Securities Exchange Act of 1934) (other than WestSphere Capital Associates, L.P. and its affiliates). Notwithstanding the foregoing, the Option shall not vest and become automatically exercisable as described in Section 2(b)(iv)(B) without the written consent of the Committee, to the extent such acceleration of vesting would result, when taken in the aggregate with all other payments from the Company, in the payment by such Grantee of any excise tax provided for in Sections 280G and 4999 of the Code.
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Death or Disability; Change of Control. If the Optionee’s service with the Corporation or any Subsidiary should terminate because of his or her death or Disability, this Option shall become 100% vested upon termination of service. For purposes of this Option Agreement, the term “Disability” shall mean “permanent and total disability” as defined in Section 22(e)(3) of the Code. In addition, this Option, to the extent it has not earlier terminated, shall become 100% vested upon the occurrence of a “change of control” (as defined in section 9(c) below).
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Death or Disability; Change of Control. In the event (a) of Employee’s Death or Disability, (b) Employee’s employment is terminated by the Company (or a Subsidiary which is his or her employer) for reasons other than Cause (as defined in the Plan) or if Employee voluntarily terminates his or her employment for Good Reason (as defined in the Plan) within 24 months following a Change of Control (as defined in the Plan), or (c) the Plan is terminated by the Surviving Entity (as defined in the Plan) following a Change of Control without provision for the continuation of the Performance Restricted Stock Units awarded hereby, the vesting of all Performance Restricted Stock Units which have not otherwise expired shall be Accelerated (as defined in the Plan). If, upon a Change of Control, awards in other shares or securities are substituted for the Performance Restricted Stock Units awarded hereby, and immediately following the Change of Control the Employee becomes employed (if the Employee was an employee immediately prior to the Change of Control) by the Surviving Entity, the Employee shall not be treated as having terminated employment or service for purposes of Section 6 of the Plan until such time as the Employee’s employment or service with the Surviving Entity (or successor), as applicable, is terminated.
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Death or Disability; Change of Control. In the event that (A) a Founding Stockholder's employment is terminated before such Founding Stockholder's applicable Release Date either by Parent without Cause or by such Founding Stockholder for Good Reason or (B) the Founding Stockholder dies or becomes disabled all of such Founding Stockholder's remaining Holdback Shares shall be distributed to such Founding Stockholder as of the date of his termination of employment.
Sample 1

Related to Death or Disability; Change of Control

  • 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 Disability The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

  • Death or Disability of Executive Executive's employment -------------------------------- hereunder shall terminate immediately upon the death or Disability of Executive.

  • Termination of Employment Due to Death or Disability 4.1. In the event of your termination of employment due to death or permanent disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986 (the “Code”)) during the Initial Term or the Additional Term, on the date of such termination each outstanding and unvested equity award held by you that, pursuant to its terms, vests solely based upon providing continued service to Skyworks, including, without limitation, stock options, restricted stock awards (including restricted stock unit awards), and performance-based equity awards that are earned but unissued, shall automatically become vested, exercisable, and issuable, and any forfeiture restrictions thereon shall immediately lapse, as applicable, in each case, with respect to one-hundred percent (100%) of that number of then-unvested shares underlying such equity award.

  • Retirement, Death or Disability If the Executive’s employment terminates during the Term of this Agreement due to his death, a disability that results in his collection of any long-term disability benefits, or retirement at or after age 62, the Executive (or the beneficiaries of his estate) shall be entitled to receive the compensation and benefits that the Executive would otherwise have become entitled to receive pursuant to subsection (d) hereof upon a resignation without Good Reason.

  • Termination for Death or Disability If the Employee's employment is terminated by death or because of disability pursuant to Section 4.3, the Company shall pay to the estate of the Employee or to the Employee, as the case may be, all sums which would otherwise be payable to the Employee under Section 3 up to the end of the month in which the termination of his employment because of death or disability occurs.

  • By Death or Disability Executive’s employment and this Agreement shall terminate upon Executive’s Disability or death. For purposes of this Agreement, “Disability” shall mean Executive's inability, due to physical or mental incapacity, to perform the essential functions of Executive's job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement. The Company shall give Executive written notice of termination for Disability and the termination shall be effective as of the date specified in such notice.

  • Termination by Death or Disability In the event of the Executive’s death or total disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended) during the Term, the Term and Executive’s employment shall terminate on the date of death or total disability. In the event of such termination, the Company’s sole obligations hereunder to the Executive (or the Executive’s estate) shall be for unpaid Base Salary, accrued but unpaid bonus and benefits (then owed or accrued and owed in the future), a pro-rata bonus for the year of termination based on the Executive’s target bonus for such year and the portion of such year in which the Executive was employed, and reimbursement of expenses pursuant to the terms hereon through the effective date of termination, each of which shall be paid within 10 days following the date of the Executive’s termination, and any unvested portion of any Equity Grants shall immediately be forfeited as of the termination date without any further action of the Parties.

  • Termination on Account of Death or Disability During the Term, if the Executive’s employment terminates due to the Executive’s death, or is terminated by the Company and the Employer due to the Executive’s Disability as provided in Section 3(b), then the Company shall pay the Executive (or his beneficiary or representative) (i) his Accrued Benefit, (ii) to the extent that any annual incentive compensation payable under Section 2(b) with respect to any completed fiscal year has not been paid as of the Date of Termination, the actual incentive compensation payable with respect to such year, payable on the date such amounts would otherwise be paid, (iii) a portion of the annual incentive compensation payable under Section 2(b), based upon the number of days in the year of termination through the Date of Termination relative to 365, that the Executive would have received based on actual achievement of applicable performance metrics for the applicable performance period, with such amount payable on the date such bonus would otherwise have been paid, and (iv) full vesting of all Company, Employer or any of its or their affiliates’ equity awards that are subject to time-based vesting, effective as of the Date of Termination. Accelerated vesting of any such equity awards that are subject to performance-based vesting shall be subject to the terms and conditions of the plan governing particular equity awards, as in effect at the time such equity awards were granted, or an award agreement governing a particular equity award.

  • Termination in the Event of Death or Disability This Agreement shall terminate in the event of death or disability of Executive.

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