Executive’s Disability or Death Sample Clauses

Executive’s Disability or Death. This Agreement shall terminate upon the termination of Executive’s employment as a result of Executive’s disability pursuant to and in accordance with Section 6(e) of the Employment Agreement. This Agreement also shall terminate immediately in the event of the death of the Executive.
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Executive’s Disability or Death. If Executive’s employment hereunder is terminated by the Company for Cause, by Executive without Good Reason, or as a result of Executive’s Disability or death, then the Company shall pay the Accrued Obligations to Executive (or Executive’s estate) promptly following the effective date of such termination, and Executive shall not be eligible for payments or benefits described in Sections 4(c) or 4(d).
Sample 1
Executive’s Disability or Death. If during the Employment Term the Executive's employment is terminated by reason of the Executive's Disability or death, then the Company shall pay to the Executive or the Executive's legal representatives in a lump sum in cash within 30 days after the Date of Termination (or, in the event any amounts due cannot be determined within this period, as soon thereafter as is practicable) an amount equal to one times (A) the Executive's then current Base Salary plus (B) the annual bonus most recently paid to the Executive. The Company shall have no further obligation to the Executive other than the obligation to pay to him any other compensation and benefits due to the Executive in accordance with this Agreement, in each case to the extent theretofore unpaid. The provisions of this Subparagraph 8(b) shall not affect any rights of the Executive's heirs, administrators, executors, legatees, beneficiaries or assigns under the Company's benefit plans or programs.
Sample 1
Executive’s Disability or Death. (a) If Executive's employment is terminated by reason of Executive's Disability or death, the Company shall pay Executive (or his estate), a lump sum amount equal to (i) two times the sum of the Base Salary then in effect and (ii) two times the current fiscal year's Target Bonus reduced in the case of termination by reason of the Executive's Disability by any disability benefits paid in lieu of Base Salary under the Company's employee benefit plans as then in effect. All other benefits due Executive following termination of Executive's employment for Disability or death shall be determined in accordance with the plans, policies and practices of the Company. (b) If Executive's employment is terminated by reason of Executive's Disability or death, (i) all unvested Options held at the time of termination by Executive, any Permitted Transferee of Executive or, any trust for the benefit thereof shall become immediately vested and exercisable upon termination of Executive's employment and shall remain outstanding and exercisable in accordance with their terms, and (ii) any restricted stock held at the time of termination by Executive, any Permitted Transferee of Executive or, any trust for the benefit thereof shall no longer be subject to such restrictions.
Sample 1
Executive’s Disability or Death. (a) If Executive's employment hereunder is terminated in the event of Executive's Disability or death, Executive (or his estate) shall continue to receive the higher of (i) one year's Base Salary calculated at the level at the time of Executive's Disability or death plus an amount equal to the previous year's Bonus received by Executive and (ii) Base Salary of Executive for the remainder of the Initial Term as if such termination had not occurred, reduced by any disability benefits paid in lieu of Base Salary under the Company's employee benefit plans as then in effect. All other benefits due Executive following termination of Executive's employment for Disability or death shall be determined in accordance with the plans, policies and practices of the Company. (b) In the event Executive's Employment is terminated by death or Disability, (i) vested Options held at the time of termination by Executive, any Permitted Transferee of Executive or any trust for the benefit thereof will remain outstanding, (ii) Options scheduled to vest over time will continue to vest in accordance with the vesting schedule set forth in the stock option award plan or agreement applicable to such Options and (iii) all other Options will terminate. (c) In the event Executive's employment is terminated by death or Disability, Executive, any Permitted Transferee of Executive or any trust for the benefit thereof shall have the right to sell to the Company (x) all shares of Common Stock then owned by Executive, any Permitted Transferee of Executive or any trust for the benefit thereof and (y) all shares of Common Stock to be acquired upon the exercise of all vested Options then held by Executive, any Permitted Transferee of Executive or any trust for the benefit thereof, at a price per share payable, at the option of the Company, in cash or a Note, equal to Fair Market Value (less, in the case of any share of Common Stock subject to vested Options, the applicable exercise price of such Options) (the "Put Right"); provided that (i) such Put Right will only arise during a sixty (60) day period following termination of Executive's employment by the Company by death or Disability and (ii) the purchase by the Company will not constitute an event of default under the terms of any of the Company's outstanding debt obligations.
Sample 1
Executive’s Disability or Death 
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Related to Executive’s Disability or Death

  • TERMINATION FOR DISABILITY OR DEATH (a) Termination of Executive’s employment based on “Disability” shall be construed to comply with Section 409A of the Internal Revenue Code and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months, Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank or the Company; or (iii) Executive is determined to be totally disabled by the Social Security Administration. The provisions of Sections 6(b) and (c) shall apply upon the termination of the Executive’s employment based on Disability. Upon the determination that Executive has suffered a Disability, disability payments hereunder shall commence within thirty (30) days. (b) Executive shall be entitled to receive benefits under all short-term or long-term disability plans maintained by the Bank for its executives. To the extent such benefits are less than Executive’s Base Salary, the Bank shall pay Executive an amount equal to the difference between such disability plan benefits, Social Security disability benefits and the amount of Executive’s Base Salary for the longer of one (1) year following the termination of his employment due to Disability or the remaining term of this Agreement, which shall be payable in accordance with the regular payroll practices of the Bank. (c) The Bank shall cause to be continued non-taxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the termination of his employment based on Disability, except to the extent such coverage may be changed in its application to all Bank employees or not available on an individual basis to an employee terminated based on Disability. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) expiration of the remaining term of this Agreement; or (iv) Executive’s death. (d) In the event of Executive’s death during the term of this Agreement, his estate, legal representatives or named beneficiaries (as directed by Executive in writing) shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death in accordance with the regular payroll practices of the Bank for a period of one (1) year from the date of Executive’s death, and the Bank shall continue to provide non-taxable medical, and dental insurance benefits normally provided for Executive’s family (in accordance with its customary co-pay percentages) for twelve (12) months after Executive’s death. Such payments are in addition to any other life insurance benefits that Executive’s beneficiaries may be entitled to receive under any employee benefit plan maintained by the Bank for the benefit of Executive, including, but not limited to, the Bank’s tax-qualified retirement plans.

  • Disability or Death Executive’s employment hereunder shall terminate upon Executive’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six consecutive months or for an aggregate of nine months in any twenty-four consecutive month period to perform Executive’s duties (such incapacity is hereinafter referred to as “Disability”). Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If 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 by such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of this Agreement. Upon termination of Executive’s employment hereunder for either death or Disability, Executive or Executive’s estate, as applicable, shall be entitled to receive: (i) the Accrued Rights; (ii) a pro rata portion of Executive’s target Annual Bonus for the fiscal year in which Executive’s termination occurs, calculated as the total amount of such target Annual Bonus for the full year multiplied by the number of months or partial months of Executive’s employment during the year of Executive’s termination divided by 12, payable pursuant to Section 4 as if Executive’s employment had not terminated; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release (as hereinafter defined) within the time period specified in Section 12(h); and (iii) a cash lump sum payment equal to the greater of (A) one-half of Executive’s Base Salary as in effect on the date of Executive’s termination, or (B) one-half of the aggregate amount of Base Salary that Executive would have received had the Employment Term continued until the end date specified in Section 1 hereof, payable on the 60th day following the date of Executive’s death or termination on account of Disability; provided, in the event of Executive’s termination on account of Disability, Executive has executed and delivered (and not revoked) the Release within the time period specified in Section 12(h). (iv) Following such termination of Executive’s employment and, if required, payment of the amounts set forth in this Section 8(b), neither Executive nor Executive’s estate, as applicable, shall have any further rights to any compensation or any other benefits under this Agreement, except as set forth under provisions of this Agreement under which future benefits may be provided, under any other agreements as referenced above in Section 5 and any Long Term Incentive compensation program.

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

  • 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.

  • 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.

  • 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.

  • 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.

  • Termination of Executives Employment Termination of Executive's Employment means that (i) the Company has terminated Executive's employment with the Company (including any subsidiary of the Company) other than for Cause (as defined in Section 5.2), death or Disability (as defined in Section 5.3), or (ii) Executive, by written notice to the Company, has terminated his employment with the Company (including any subsidiary of the Company) for Good Reason (as defined below). For purposes of this Agreement, "Good Reason" means:

  • Death or Disability of Employee In the event that the Employee incurs a Termination of Service due to his or her death or Disability during a Performance Period, the Employee shall immediately vest [INSERT DESCRIPTION OF VESTING CONDITIONS]. In the event that any applicable law limits the Company’s ability to accelerate the vesting of this award of Performance Shares, this paragraph 4(b) shall be limited to the extent required to comply with applicable law.

  • 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.

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