Effect of Retirement, Disability, Death or other Termination of Employment Sample Clauses

Effect of Retirement, Disability, Death or other Termination of Employment. Your employment with the Company Group may be terminated by your employer at any time for any reason (or no reason). Subject to the forfeiture provisions of Article IV and the exception in paragraph (d) of this Section 3.3: (a) If your employment with the Company Group is terminated by reason of your Qualified Retirement or death, or you become Disabled before the fourth anniversary of the Award Date, the Restrictions will lapse and Restricted Shares that are unvested as of the date of termination will become non-forfeitable and transferable. (b) If, before the fourth anniversary of the Award Date, and within 12 months following a Change in Control, your employment with the Company Group is terminated by your employer without Cause or you terminate your employment with the Company Group for Good Reason, the restrictions will lapse and the Restricted Shares will become non-forfeitable and transferable as of the date of such termination. (c) If your employment with the Company Group is terminated before the fourth anniversary of the Award Date, for any other reason, your rights to all unvested Restricted Shares will be immediately and irrevocably forfeited. (d) If your employment with the Company Group is terminated for any reason before the fourth anniversary of the Award Date, at a time when any member of the Company Group is entitled to terminate your employment for Cause, your rights to all unvested Restricted Shares will be immediately and irrevocably forfeited.
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Effect of Retirement, Disability, Death or other Termination of Employment. Your employment with the Company Group may be terminated by your employer at any time in accordance with the Employment Agreement. Subject to the forfeiture provisions of Article 4: (a) If your employment with the Company Group is terminated by reason of your death, you become Disabled, your employment is involuntarily terminated by the Company Group without Cause or you voluntarily terminate your employment for Good Reason at any time before the Option or the RSUs, respectively, have become fully vested or the PSUs have become earned and vested: i. the unvested RSUs will become fully vested, nonforfeitable and payable to you in accordance with Section 3.1 hereof; ii. the unvested portion of the Option will become fully vested and exercisable on the date of termination; iii. the PSUs will become earned (to the extent not previously deemed earned under Section 3.2(c)) to the extent that the Performance Goals have been attained through the date of termination and a pro rata portion of such earned number of PSUs will become immediately vested and payable to you within thirty (30) days following the date of termination or the earliest such later date as is required to satisfy Section 409A of the Code; provided that to the extent the value of such PSUs exceeds the specified annual calendar year limit in Section 4(d)(ii) of the Plan, the excess shall be paid on January 15th of successive calendar years using up in each such year the maximum amount permitted to be paid in such year under such Section 4(d)(ii) as to performance-based compensation; and further provided that, if such termination is within two (2) years after a Change in Control that satisfies the requirements of Treasury Regulation 1.409A-3(i)(5), the full amount shall be paid on such termination or such later date as is required to comply with Section 409A of the Code. For such purpose, (x) the Compensation and Human Resources Committee will thereupon determine and certify the attainment of the Performance Goals and the resulting number, if any, of PSUs as have become earned and (y) the pro rata portion will equal the fraction of such earned PSUs the numerator of which is the number of days you were employed through the date of termination and the denominator of which is 1,095; and iv. Your right to vesting, and consequent payment, of the unvested portion of your Option, RSUs and PSUs under this Section 3.4, pursuant to an involuntary termination of your employment by the Company Group without Caus...
Effect of Retirement, Disability, Death or other Termination of Employment. Your employment with the Company Group may be terminated by your employer at any time for any reason (with or without advance notice). Subject to the forfeiture provisions of Article IV and the exception in paragraph (d) of this Section 3.3: (a) If your employment with the Company Group is terminated by reason of your Qualified Retirement or death, or you become Disabled during the Restricted Period, the Restrictions will lapse and Restricted Shares that are unvested as of the date of termination will become non-forfeitable and transferable. (b) If, during the Restricted Period, and within 12 months following a Change in Control, you terminate your employment with the Company Group for Good Reason, the restrictions will lapse and the Restricted Shares will become non-forfeitable and transferable as of the date of such termination. (c) If, during the Restricted Period, your employment is terminated by the Company Group for reasons other than Cause, the restrictions will lapse and the Restricted Shares will become non-forfeitable and transferable as of the date of such termination. (d) If your employment is terminated during the Restricted Period for any other reason, your rights to all Restricted Shares that are not vested as of the date of termination will be immediately and irrevocably forfeited.

Related to Effect of Retirement, Disability, Death or other Termination of Employment

  • Termination of Employment Due to Death or Disability If your employment with the Company terminates due to death or Disability, in each case, prior to the Vesting Date, your Adjusted PSUs will vest and convert into Shares on the Adjustment Date (even though you are not employed by the Company on the Vesting Date). Upon a termination of employment due to death, the Adjusted PSUs shall be delivered in accordance with Section 10.

  • Termination on Death or Disability If the employment of the Executive is terminated due to the Executive’s death or Disability, the Company shall have no further liability or further obligation to the Executive except that the Company shall pay or provide to the Executive (or, if applicable, the Executive’s estate or designated beneficiaries under any Company-sponsored employee benefit plan in the event of his death) the following compensation and benefits: (i) The Accrued Obligations, at the times provided and subject to the conditions set forth in Section 8(a)(i) above; (ii) An amount equal to the Cash Bonus at the Target Percentage for which the Executive is eligible for the year in which the Executive’s death or Disability occurs, prorated for the portion of such year during which the Executive was employed by the Company prior to the Executive’s death or termination of employment due to Disability (less any payments in respect of such Cash Bonus related to that performance year received by the Executive during such year), such amount to be paid within thirty (30) days after the Executive’s death or such termination of employment due to Disability; (iii) Any and all outstanding Unvested Shares shall immediately vest and any restrictions thereon shall immediately lapse upon the Executive’s death or termination of employment due to Disability (the acceleration of any other equity incentives granted to the Executive under any equity incentive plan of the Guarantor in connection with the termination of the Executive’s employment due to death or Disability shall be governed by the applicable plan and related grant documents); and (iv) If the Executive is eligible for and elects to receive continued coverage under the Company’s medical and health benefits plan(s) in accordance with the provisions of COBRA for the Executive and, if applicable, the Executive’s eligible dependents, or if the Executive’s eligible dependents are eligible for such continued coverage due to the Executive’s death, then the Company shall reimburse the Executive or such dependents for a period of eighteen (18) months following the Executive’s termination of employment due to death or Disability (or, if less, for the period that the Executive or any such dependent is eligible for such COBRA continuation coverage) for the excess of (A) the amount that the Executive or any such dependent is required to pay monthly to maintain such continued coverage under COBRA, over (B) the amount that the Executive would have paid monthly to participate in the Company’s group health benefits plan(s) had the Executive continued to be an employee of the Company.

  • 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.

  • 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.

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

  • Termination by Virtue of Death or Disability of Executive (a) In the event of Executive’s death while employed pursuant to this Agreement, all obligations of the parties hereunder shall terminate immediately, in accordance with Section 6.6, and the Company shall, pursuant to the Company’s standard payroll policies, pay to Executive’s legal representatives all Accrued Obligations. (b) Subject to applicable state and federal law, the Company shall at all times have the right, upon written notice to Executive, and in accordance with Section 6.6, to terminate this Agreement based on Executive’s Disability. Termination by the Company of Executive’s employment based on “Disability” shall mean termination because Executive is unable due to a physical or mental condition to perform the essential functions of his position with or without reasonable accommodation for 180 days in the aggregate during any twelve (12) month period or based on the written certification by two licensed physicians of the likely continuation of such condition for such period. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law. In the event Executive’s employment is terminated based on Executive’s Disability, Executive will not receive Severance Benefits, Change in Control Severance Benefits, or any other severance compensation or benefit, except that, pursuant to the Company’s standard payroll policies, the Company shall pay to Executive the Accrued Obligations.

  • 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.

  • Termination of Employment by Death The Employee's Employment will terminate automatically at the time of his death. If the Employee's Employment terminates by reason of the Employee's death, the Company will pay to the Person the Employee has designated in a written notice delivered to the Company as his beneficiary entitled to that payment, if any, or to the Employee's estate, as applicable, in a cash lump sum within 30 days after the Termination Date, the amount equal to the sum of (i) the portion of the Base Salary through the end of the month in which the Termination Date occurs which has not yet been paid, (ii) all compensation the Employee has previously deferred (together with any accrued interest or earnings thereon) which has not yet been paid, (iii) any accrued but unpaid vacation pay (if the Employee dies while on Active Status) and (iv) (A) if the Employee dies while on Active Status or during the Part-time Employment Period (other than during the last 12 months of the Part-time Employment Period), an amount equal to the Base Salary being paid for the Compensation Year in which he dies or (B) if the Employee dies during the last 12 months of the Part-time Employment Period, the product of (1) one-twelfth of the Base Salary being paid for the Compensation Year in which the Employee dies multiplied by (2) the number of whole and partial calendar months in the period beginning with the first calendar month after the calendar month in which he dies and ending with the last calendar month in which the Termination Date would have occurred if the Employee's Employment were to have continued to the end of the Part-time Employment Period. For purposes of this Section 5(d), if the anniversary of the Effective Date in the Compensation Year in which the Employee dies has not occurred on or before the Termination Date, the Base Salary for that Compensation Year will be calculated on the assumption that no increase in the amount thereof would be made effective as of that anniversary pursuant to Section 4(a) or 5(e)(i), as applicable.

  • Termination of Employment Due to Death The Officer’s employment with the Bank shall terminate, automatically and without any further action on the part of any party to this Agreement, on the date of the Officer’s death. In such event, the Bank shall pay and deliver to his estate and surviving dependents and beneficiaries, as applicable, the Standard Termination Entitlements.

  • 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.

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