TERMINATION; DEATH AND DISABILITY Sample Clauses
The 'Termination; Death and Disability' clause defines the conditions under which an agreement may be ended due to the death or disability of a party, typically an employee or contractor. In practice, this clause outlines what constitutes a qualifying disability, the process for notifying the other party, and the resulting rights and obligations, such as final compensation or benefits. Its core function is to provide a clear and fair mechanism for ending the agreement in situations where a party can no longer fulfill their duties due to death or incapacity, thereby reducing uncertainty and potential disputes.
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.
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.
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.
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. ▇'▇▇▇▇▇▇) ▇▇ 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.
TERMINATION; DEATH AND DISABILITY