Termination Death Disability Sample Clauses

Termination Death Disability. (a) Options shall not become exercisable for additional shares (i.e., no further vesting) following the first to occur of Optionee's termination of employment with the Corporation, death or legal disability (as that term is defined in Section 22(e)(3) of the Code); provided, however, if Optionee is being paid severance by the Corporation pursuant to an employment agreement with the Corporation, his options will continue to vest over such severance period. In no event shall an Option be exercisable after the expiration date set forth in paragraph 1(c) above. (b) If Optionee's employment with the Corporation is terminated for cause, the Option shall not be exercisable at any time after such termination. "Cause" shall mean (i) Optionee's commission of a felony, fraud or willful misconduct which has resulted, or is likely to result, in damage to the Corporation, as determined in the sole discretion of the Board or Committee, or (ii) the breach by Optionee of the terms of any non-disclosure or non-competition agreement with the Corporation, as determined in the sole discretion of the Board or Committee.
Sample 1Sample 2
AutoNDA by SimpleDocs
Termination Death Disability. Executive shall be employed for the term of this agreement. Company may, however, terminate his employment at any time with or without cause or notice. The following provisions of this Article IV are intended by Executive and the Company to govern the rights of the parties in the event that termination employment occurs prior to the expiration of the term of this agreement.
Sample 1Sample 2
Termination Death Disability a) You may terminate your employment with the Company at any time, but in such event any compensation or benefits payable hereunder, other than the Prior Entitlements, shall cease although you shall remain bound by the terms of Section 4 below. b) Should the Company, in its discretion, elect to terminate your employment at any time prior to the end of the Transition Period, you may exercise your rights under Section 1(d) above and shall retain any rights you may have to any Prior Entitlements, provided however that should you elect to retire at the time of such termination, you shall no longer be bound by the non-competition and non-hiring/non-solicitation restrictions contained in Sections 4(a) and 4(b) below. c) If you die or become incapacitated prior to retirement such that you cannot perform the essential functions of your position with or without reasonable accommodation, you shall not receive any further compensation or benefits other than long term disability coverage and the Prior Entitlements.
Sample 1
Termination Death Disability. (i) In the event the employment of the Optionee shall be terminated by the Company without cause, this Option will vest immediately and may be exercised (to the extent that the Optionee was entitled to do so on the date of the termination of his employment) at any time within three (3) months after such termination of employment. (ii) In the event the employment of the Optionee shall be terminated by the Employee for any reason other than death or disability, this Option shall be forfeited. (iii) In the event Optionee shall become totally disabled, this Option may vest immediately and may be exercised at any time within twelve (12) months after such disability to the extent Optionee was entitled to do so on the date of disability. (iv) If Optionee shall die while employed by the Company, this Option shall vest immediately and become immediately exercisable by the Optionee’s estate or by the person who acquires the right to exercise such Option upon his or her death by bequest or inheritance to the extent that the Optionee was entitled to do so on the date of his death. Such exercise may occur at any time within one (1) year after the date of the Optionee’s death or such other period as the Committee may at any time provide, but in no case later than the date on which the Option would otherwise terminate. (v) This Option sale terminates the day before the 10th anniversary of the Award.
Sample 1
Termination Death Disability. RETIREMENT The following provision is added as section 5.5 and existing section5.5 is renumbered to be section 5.
Sample 1
Termination Death Disability. (i) In the event the Optionee terminates his Continuous Service to the Company for any reason other than death or Disability, or in the event the Continuous Service of the Optionee shall be terminated by the Company without cause, this Option may be exercised in whole or in part at any time within three (3) months after such termination of Continous Service, but in no case later than the Expiration Date set forth below. (ii) In the event the Continous Service of the Optionee shall be terminated by the Company for “Cause,” any unexercised portion of this Option shall be forfeited. (iii) In the event the Optionee becomes Disabled while rendering Continuous Service, this Option may be exercised by the Optionee or the Optionee’s legal representative in whole or in part at any time within one (1) year after the date of the Optionee’s Disability, but in no case later than the Expiration Date set forth below. (iv) In the event the Optionee dies while rendering Continuous Service or within three (3) months thereafter, this Option may be exercised by the Optionee’s beneficiary, as designated according to this Agreement, or, if no beneficiary has been designated, by the person to whom the Option is transferred by the laws of descent and distribution. Such exercise may occur in whole or in part at any time within one (1) year after the date of the Optionee’s death, but in no case later than the Expiration Date set forth below. (v) This Option expires on the day before the 5th anniversary of the Grant Date (the “Expiration Date”).
Sample 1
Termination Death Disability. (i) In the event the employment of the Optionee shall be terminated by the Company or by the Optionee for any reason other than death or Disability, any unvested portion of this Option as of the date of the Optionee’s termination of employment shall be forfeited to the Company at no cost to the Company, automatically and immediately. Any vested and unexercised portion of this Option as of the date of the Optionee’s termination of employment may be exercised at any time on or before the earlier of (1) the date that is three (3) months after such termination of employment, or (2) the termination date of the Option as set forth herein. (ii) In the event of the Optionee’s Disability, any unvested portion of this Option shall vest immediately. Any vested and unexercised portion of this Option may be exercised at any time on or before the earlier of (1) the date that is one (1) year after the determination of the Optionee’s Disability, or (2) the termination date of the Option as set forth herein. (iii) Except as otherwise provided herein, if Optionee shall die while employed by the Company, any unvested portion of this Option shall vest immediately and become immediately exercisable by the Optionee’s estate or by the person who acquires the right to exercise such Option upon the Optionee’s death by bequest, inheritance or beneficiary designation. Any vested and unexercised portion of this Option may be exercised at any time on or before the earlier of (1) the date that is one (1) year after the date of the Optionee’s death or such other date as the Committee may at any time provide, or (2) the termination date of the Option as set forth herein. Notwithstanding the foregoing provisions of this Section 2(e)(iii), if the Optionee dies by suicide, while sane or insane, any unvested portion of this Option will be forfeited to the Company at no cost to the Company, automatically and immediately. For purposes of this Section 2(e)(iii), “suicide” shall include situations where the Optionee (A) causes his or her own death in an obvious manner (where the Optionee is clearly responsible for taking his or her own life), (B) dies while carrying out acts of felony, or (C) intentionally conducts activities with a high probability of death that result in death (such as, for example, excessively overdosing on drugs known to cause death or driving while extremely intoxicated).
Sample 1
AutoNDA by SimpleDocs
Termination Death Disability 
Sample 1Sample 2Sample 3See All (45)

Related to Termination Death Disability

  • Death; Disability If Executive’s employment terminates due to Executive’s death or Disability, then the Company shall pay or provide Executive (or the legal representative of his estate in the case of his death) with: (i) (A) any accrued and unpaid Base Salary through the date of termination and any accrued and unused vacation in accordance with Company policy; and (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year (“Pro-Rated Bonus”); (iv) Any disability insurance benefits, or life insurance proceeds, as the case may be, as may be provided under the Company plans in which Executive participates immediately prior to such termination; and (vii) All of Executive’s other unvested long-term incentive awards granted to Executive through the date of termination, shall vest or be forfeited, and any such vested awards granted as stock options shall be exercisable, in accordance with the terms and conditions set forth in such awards.

  • 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.

  • Termination Due to Death, Disability or Retirement In the event the Optionee’s employment or other service with the Company and all Subsidiaries is terminated by reason of death, Disability or Retirement, this Option will remain exercisable, to the extent exercisable as of the date of such termination, for a period of one year after such termination (but in no event after the Time of 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 by Disability In the event the employment of the Optionee is terminated by reason of Disability, the Option shall become immediately and fully exercisable as of the date the Committee determines the Optionee terminated for Disability and shall remain exercisable at any time prior to the end of the Exercise Term, or for one (1) year after the date of termination, whichever period is shorter.

  • Death, Disability or Retirement Subject to the provisions of Section 1 hereof, this Agreement shall terminate automatically upon the Executive's death, termination due to "Disability" (as defined below) or voluntary retirement under any of the Company's retirement plans as in effect from time to time. For purposes of this Agreement, Disability shall mean the Executive has met the conditions to qualify for long-term disability benefits under the Company's policies, as in effect immediately prior to the Effective Date.

  • Termination Upon Death or Disability If Executive dies during the Term, the obligations of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

  • 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.

  • Upon Death or Disability If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six months within any 12 consecutive months, the Company may terminate this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate sentence of this subsection (b)) and the Standard Termination Payments (as set forth above). The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year. Subject to Section 19 below, the Disability Incentive Payment shall be payable in a lump sum on the 60th day after termination of the Executive’s employment.

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!