Death or Disability Termination Clause Samples
The Death or Disability Termination clause defines the conditions under which an agreement may be terminated if a party, typically an employee or contractor, dies or becomes unable to perform their duties due to a significant disability. In practice, this clause outlines the process for ending the contract, such as specifying notice requirements, the effective date of termination, and any final compensation or benefits owed. Its core function is to provide a clear and fair mechanism for ending contractual obligations in the event of death or incapacity, thereby protecting both parties from uncertainty and potential disputes.
Death or Disability Termination. In the event the Executive’s employment terminates due to Executive’s death or Disability, subject to the Executive’s (or the applicable representative of Executive’s estate) satisfaction of the conditions set forth in Section 6.7 (including timely provision of an effective Release), in addition to the Accrued Compensation, the Company shall provide Executive or Executive’s estate with the following severance benefits:
(i) immediate vesting acceleration of the portion of any then outstanding Company Equity Awards otherwise scheduled to vest subject solely to Executive’s continued services; and
(ii) continued eligibility to vest in the portion of any then outstanding performance based vesting Equity Awards that were otherwise eligible to vest based on the attainment of corporate performance goals following the date of termination, with the applicable vesting level for such Equity Awards to be determined in accordance with their terms and based on actual performance levels attained (without regard to Executive’s termination), as determined by the Board.
Death or Disability Termination. If Executive’s employment is terminated due to his death or Disability (as defined in Section 9), the Company will also continue to pay Executive (or his estate), as severance, the Annual Base Salary through the end of the month of termination. Executive (or his estate) shall also be entitled to receive any of his Annual Base Salary accrued through the date of termination, any accrued but unpaid vacation pay for the year of termination, any bonuses earned but not previously paid with respect to the accounting period of the Company most recently ended, and any vested benefits payable to Executive under the terms of any deferred compensation plan, 401K plan, stock option plan, or other plans maintained by the Company in which Executive participates. The Company shall continue to provide Executive (if Disabled) and his family, for a period of twenty-four (24) months after the date of termination, with the same insurance benefits required by Section 6(c) on the date Death or Disability Termination occurs. Additionally, notwithstanding the terms of the Company’s stock option plans, all stock options received by Executive shall become fully vested and immediately exercisable upon a Death or Disability Termination. Such stock options shall remain exercisable for a period of not less than twenty-four (24) months. All of Executive’s other unvested benefits, including, without limitation, any Company 401K contributions or profit sharing contributions, shall immediately vest upon a Death or Disability Termination.
Death or Disability Termination. Any Termination of Employment resulting from the Employee’s Disability (as hereinafter defined) shall be a Disability Termination. For purposes of this Agreement, the term “Employee’s Disability” shall mean the Employee’s illness or other involuntary physical or mental disability which prevents the Employee from performing his duties for a period of 90 days in any 360-day period. In the event of a Disability Termination, the Termination Notice must state that the Termination of Employment is a Disability Termination.
Death or Disability Termination. Employment will automatically terminate in the event of Employee's death or Employee's Permanent Disability. For purposes of this Agreement, "
Death or Disability Termination. If, prior to the end of Fiscal Year 2003, a Senior Manager's employment with the Company shall be terminated as a result of his death or Disability, (i) the Majority Stockholder shall have the right to Call all (but not less than all) of the Shares Beneficially Owned by such Senior Manager and (ii) such Senior Manager shall have the right to Put all (but not less than all) of the Shares Beneficially Owned by such Senior Manager; provided, that the Notice in respect of each such Call and Put must be given to the Majority Stockholder or Senior Manager, as applicable, during the 180-day period following the Termination Date; and provided, further, that each such Call and Put shall be exercised for a price per Share equal to the General Put-Call Price.
Death or Disability Termination. If this Agreement and Executive‘s employment with the Company are terminated by Death or Disability Termination, the Company will pay Executive (or his estate) compensation in the same amount and for the same period as called for in paragraph (b) above in the case of Company Notice Termination or for Good Reason Termination.
Death or Disability Termination. If Participant ceases to be a Service Provider prior to the Period End Date due to his or her death or Disability (as such term is defined in the Change in Control Agreement) (a “Death or Disability Termination”) and such Death or Disability Termination occurs prior to the Two-Year Measurement Date, 100% of the Target Number of Shares Subject to Restricted Stock Units will become Eligible Units and will vest as set forth below. Any Restricted Stock Units that are not determined to be Eligible Units in connection with the Death or Disability Termination and Participant’s right to acquire any Shares thereunder will immediately terminate. If Participant ceases to be a Service Provider prior to the Period End Date due to a Death or Disability Termination, and such Death or Disability Termination occurs on or following the Two-Year Measurement Date, 100% of the Target Number of Shares Subject to Restricted Stock Units, reduced by that number of Restricted Stock Units that previously became Eligible Units and vested prior to such termination date, will become Eligible Units and will vest as set forth below provided that in no event may more than 100% of the Target Number of Shares Subject to Restricted Stock Units become Eligible Units and vest upon a Death or Disability Termination. Any Restricted Stock Units that are not determined to be Eligible Units in connection with a Death or Disability Termination will terminate.
Death or Disability Termination. The Executive’s employment hereunder shall terminate automatically upon the Executive’s death during the Term, and the Company may terminate the Executive’s employment on account of the Executive’s Disability. If the Executive’s employment is terminated during the Term on account of the Executive’s death or the termination of the Executive’s employment on account of the Executive’s Disability, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
(i) the Accrued Amounts;
(ii) a payment equal to the target Annual Bonus for the fiscal year in which the date of death or termination occurs, multiplied by a fraction, the numerator or which is the number of days in such fiscal year before the date of death or termination, and the denominator of which is the number of days in such fiscal year, to be paid as soon as administratively practicable following the Termination Date, but subject to Section 16(b) of this Agreement;
(iii) accelerated vesting of any outstanding shares of restricted stock held by the Executive on the date of death or Disability;
(iv) any unvested stock options held by the Executive on the date of death or Disability shall be forfeited, and the Executive’s designated beneficiary or, in the absence of such beneficiary, his duly qualified personal representative, may exercise any stock options that are vested on the date of death until the earlier of the applicable expiration date or the one-year anniversary of the Executive’s date of death; and
(v) accelerated vesting and payment of any outstanding unvested LTIAs to the extent such LTIAs are to be paid to the Executive in cash instead of shares of restricted stock or stock options.
Death or Disability Termination. If the Employer terminates your employment for Cause, or if you voluntarily terminate your employment for any reason other than Good Reason, the Standard Entitlements constitute the only payments and benefits you shall be entitled to receive from the Employer and in such case neither the Employer nor any of its Affiliates shall have any further liability or obligation to you under this Agreement or otherwise in respect of your employment. Without limiting the foregoing, you will not be entitled to receive Severance Pay upon any termination of your employment other than a termination by the Employer without Cause or by you for Good Reason. For clarity, the following events do not constitute a termination of your employment by the Employer without Cause and therefore you will not be entitled to Severance Pay upon the following events: (1) your death, or (2) termination of your employment by you or the Employer based on your long-term disability (as defined in the Employer’s long-term disability plan); provided, however, that nothing in this Agreement effects your entitlement to benefits upon your death or termination of your employment based on your disability for which you are otherwise eligible pursuant to other plans, programs or arrangements maintained by the Employer or its Affiliates.
Death or Disability Termination. (i) If a Death or Disability Termination occurs prior to the Two-Year Measurement Date, then Restricted Stock Units that are deemed to become Eligible Units on such termination date will vest on such termination date.
(ii) If a Death or Disability Termination occurs on or following the Two-Year Measurement Date, the Restricted Stock Units that are deemed to become Eligible Units on such termination date will vest on such termination date provided that in no event may more than 100% of the Target Number of Shares Subject to Restricted Stock Units become Eligible Units. Except as otherwise provided in this Award Agreement, in the event of cessation of Participant’s status as a Service Provider for any or no reason before Participant vests in the Restricted Stock Units, the Restricted Stock Units and Participant’s right to acquire any Shares hereunder will terminate immediately, unless specifically provided otherwise in this Award Agreement or other written agreement between Participant and the Company or any of its Subsidiaries or Parents, as applicable. By Participant’s signature and the signature of the representative of Roblox Corporation (the “Company”) below, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and all other exhibits, appendices, and addenda attached hereto, all of which are made a part of this document. Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement, and fully understands all provisions of the Plan and this Award Agreement. Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Administrator upon any questions relating to the Plan or this Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT ROBLOX CORPORATION Signature Signature Print Name Print Name Title Address: