TERMINATION; DEATH AND DISABILITY Sample Clauses

TERMINATION; DEATH AND DISABILITY. As used herein, the term "For Cause" shall mean (i) Employee's theft, fraud or other defalcation, (ii) Employee's conviction of a felony, or any crime of moral turpitude, (iii) Employee's violation of any covenant herein contained after ten (10) days notice and opportunity to cure, (iv) Employee's failure to comply with all reasonable policies, standards and regulations of the Company, as determined by the officers of the Company after ten (10) days notice and opportunity to cure, or (v) Employee's willful or grossly negligent misconduct which is injurious to the Company, its business and affairs. If the Company elects to terminate Employee "For Cause," or upon Employee's death or disability, then this Agreement shall terminate and there shall be no severance pay owed by the Company to Employee.
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TERMINATION; DEATH AND DISABILITY. The Term and Executive’s employment hereunder may be terminated (1) by the Company for “Cause” (as defined and determined below), effective on the date on which a written notice to such effect (a “Cause Termination Notice”) is delivered to Executive; (2) by the Company at any time without Cause (which includes pursuant to an election by the Company not to renew the Term, the written notice (pursuant to Section 2) of which shall be deemed a notice of termination of Executive’s employment hereunder), effective sixty (60) days following the date on which a written notice to such effect is delivered to Executive or, at the election of the Company in its sole discretion, such earlier date as is reasonably designated by the Company, provided that the Company shall continue to pay Executive’s Base Compensation for sixty (60) days following such notice of termination; (3) by Executive for “Good Reason” (as defined and determined below), effective sixty (60) days following the date on which a written notice to such effect is delivered to the Company; or (4) by Executive at any time without good reason, effective sixty (60) days following the date on which a written notice to such effect is delivered to the Company (or its successors). Upon any termination of Executive’s employment hereunder, Executive shall be entitled to receive the following: (i) any accrued but unpaid Base Compensation (to be paid as provided in Section 3(a)); (ii) reimbursement for expenses incurred by Executive prior to the date of termination in accordance with Section 4(c) hereof; and (iii) vested benefits, if any, to which Executive may be entitled in accordance with the Company’s employee benefit plans as of the date of termination, and any additional amounts or benefits due under any applicable plan, program, agreement or arrangement of the Company or its Affiliates (such plans, programs, agreements and arrangements, collectively, “Company Arrangements” and the amounts and benefits described in clauses (i) through (iii) above, collectively, the “Accrued Benefits”). Accrued Benefits under this Section 5 shall in all events be paid in accordance with the Company’s payroll procedures, expense reimbursement procedures or plan terms, as applicable.
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TERMINATION; DEATH AND DISABILITY. The Company and You acknowledge that the relationship under this Agreement may be terminated at any time by either party without cause. If the Company terminates You for cause or You resign before the end of the Term, the Company will have no further payment obligations under this Agreement. If the Company terminates You without cause (or You die or become disabled as that term is defined under the Company's group disability insurance policy) before the end of the Term, the Company will make all of the payments required hereunder as if the relationship had not terminated. For purposes of this Agreement, the Company shall be deemed to have terminated You with "cause" if such termination is based primarily upon any of the following: (a) your continued failure to follow the reasonable instructions of the Chief Executive Officer (Dr. X'Xxxxxx) xx the Board after written notice and a reasonable opportunity to cure; (b) your breach of any material provision of this Agreement (or the Company's Employee Acknowledgment Form referred to in paragraph 8) after written notice and a reasonable opportunity to cure; or (c) your final conviction (after exhaustion of appeals) of, or plea of nolo contendere or guilty to, a felony or any criminal theft from the Company.
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TERMINATION; DEATH AND DISABILITY. (a) The Company may terminate this agreement and the Executive's employment hereunder at any time, upon written notice to Executive, for "Cause", which shall mean
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TERMINATION; DEATH AND DISABILITY. The Company and You acknowledge that the employment relationship is "at-will" and may be terminated at any time by either party without cause. If the Company terminates You for cause or You resign before the end of the Term, the Company will pay You a lump sum cash payment for all accrued and unused vacation time. If the Company terminates You without cause (or You die or become disabled) before the end of the Term, (a) 50% of the unvested portion of the options (and the Stock Appreciation Right, if applicable) shall immediately vest and (b) the Company will pay You a lump sum cash payment (payable in 4 equal quarterly installments) equal to 50% of your base salary for the remainder of the Term. For purposes of this Agreement, the Company shall be deemed to have terminated You with "cause" if such termination is based primarily upon any of the following: (a) Your continued failure to follow the reasonable instructions of the Board after written notice and a reasonable opportunity to cure; (b) Your final conviction (after exhaustion of appeals) of a breach of any material provision of this Agreement (or the Company's Employee Acknowledgment Form referred to in paragraph 8) after written notice and a reasonable opportunity to cure; or (c) Your final conviction (after exhaustion of appeals) of, or plea of nolo contendere or guilty to, a felony or any criminal theft from the Company.
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TERMINATION; DEATH AND DISABILITY 
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Related to TERMINATION; DEATH AND DISABILITY

  • For death and disability The Company may also terminate the Employment, at any time, without notice or remuneration (unless notice or remuneration is specifically required by applicable law, in which case notice or remuneration will be provided in accordance with applicable law), if:

  • Death and Disability (a) The Employment Term shall terminate on the date of Employee's death, in which event Employee's Salary, reimbursable expenses and benefits owing to Employee through the date of Employee's death shall be paid to his estate. Employee's estate will not be entitled to any other compensation upon termination of this Agreement pursuant to this subparagraph 8(a).

  • Death and Disability Benefits (a) In the event the Executive’s employment with the Bank terminates during the Employment Period because of the Executive’s death, then the Bank shall pay to the Executive’s estate the benefits listed in sections 9(b)(i) and 9(b)(ii) of this Agreement.

  • Termination Upon Death or Permanent Disability This Agreement shall be automatically terminated on the death of Executive or on the permanent disability of Executive if Executive is no longer able to perform in all material respects the usual and customary duties of Executive’s employment hereunder. For purposes hereof, any condition which in reasonable likelihood is expected to impair Executive’s ability to materially perform Executive’s duties hereunder for a period of three months or more shall be considered to be permanent.

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

  • Termination for Permanent Disability If Executive’s employment is terminated by the Company for Permanent Disability, Executive shall be entitled to receive (i) Executive’s fully earned but unpaid base salary, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time such payments are due, (ii) an amount equal to Executive’s annual base salary as in effect immediately prior to the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination, (iii) an amount equal to Executive’s Bonus for the year in which the date of termination occurs prorated for the period during such year Executive was employed prior to the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination, and (iv) for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage), the Company shall pay for and provide Executive and his or her dependents with healthcare and life insurance benefits which are substantially the same as the benefits provided to Executive immediately prior to the date of termination, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA. In addition, if Executive’s employment is terminated by the Company for Permanent Disability, the vesting and/or exercisability of Executive’s outstanding Stock Awards shall be automatically accelerated on the date of termination as to the number of shares that would vest over the twelve (12) months following Executive’s date of termination under the applicable vesting schedules had Executive remained continuously employed by the Company during such period. Except as otherwise provided above with respect to accelerated vesting, if Executive’s employment is terminated by Permanent Disability, the provisions of the award agreements governing Executive’s Stock Awards regarding the exercisability of such Stock Awards following Executive’s disability shall apply.

  • Termination Upon Death or Disability If the Executive dies during the Term, the Term shall terminate as of the date of death. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s death or in the event that Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: (i) all accrued but unpaid Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

  • Termination Following Disability In the event, Executive becomes mentally or physically impaired or disabled and is unable to perform his material duties and responsibilities hereunder for a period of at least ninety (90) days in the aggregate during any one hundred twenty (120) consecutive day period, the Company may terminate this Agreement by delivering a written termination notice to Executive. Notwithstanding the foregoing, Executive shall continue to receive his full salary and benefits under this Agreement for a period of twelve (12) months after the effective date of such termination.

  • 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 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.

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