Termination, Death or Disability. (a) In the event of the termination of the Executive's employment because of the death of the Executive during the Term, the Corporation shall pay to any one or more beneficiaries designated by the Executive pursuant to notice to the Corporation, or, failing such designation, to the Executive's estate, (i) the unpaid Base Salary owing to the Employee through the end of the month of his death, in a lump sum within five (5) business days after his death, and (ii) a Bonus for the year in which such termination occurs, equal to the Bonus (if any) that would have been paid for such year if no such termination had occurred, times a fraction, the numerator of which is the number of months in such year through the end of the month in which such termination occurs, and the denominator of which is twelve (12).
(b) In the event that the Executive shall become Disabled, the Corporation shall have the right to terminate the Executive's employment hereunder by giving him written notice of such termination. Upon receipt of such notice, the Executive's employment hereunder shall terminate. In the event of such termination, the Corporation shall pay to the Executive (i) the unpaid Base Salary owing to the Executive through the end of the month of such termination, in a lump sum within five (5) business days of such termination, and (ii) a Bonus for the year in which such termination occurs, equal to the Bonus (if any) that would have been paid for such year if no such termination had occurred, times a fraction, the numerator of which is the number of months in such year through the end of the month in which such termination occurs, and the denominator of which is twelve (12).
(c) If the Executive has made interim draws against his Bonus, in accordance with Section 6(b) hereof, for any fiscal year prior to the date of his death or termination for disability for which a year-end reconciliation has not been made in accordance with clause (iv) of such Section, any Bonus payment required pursuant to Section 8(a) or 8(b) shall be adjusted, and the Corporation shall make a payment to the Executive or his estate or the Executive or his estate shall make a payment to the Corporation, as required by Section 6(b)(iv).
Termination, Death or Disability. In the event that the Board of Directors terminates Mr. Melrose's employment other than for cause (as defined in Subsection 3.c. hereof) and elects as Mr. Melrose's successor a chief executive officer who was identified and developed by Mr. Melrose, or in the event of the termination of Mr. Melrose's employment due to his death or disability, then all shares of Restricted Stock and Performance Units shall automatically vest in full, notwithstanding that Mr. Melrose does not enter into a noncompetition agreement in accordance with Subsections 2.c. and 3.b., and shall become nonforfeitable in the fiscal year following the year of the date of such event, and on the first day that such vesting would not cause the compensation to be deemed compensation with respect to the prior fiscal year.
Termination, Death or Disability. (a) In the event of the termination of the Executive's employment because of the death of the Executive during the Term, the Corporation shall pay to any one or more beneficiaries designated by the Executive pursuant to notice to the Corporation, or, failing such designation, to the Executive's estate, (i) the unpaid Base Salary owing to the Executive through the end of the month of his death and (ii) any unpaid Bonus for any completed Fiscal Year preceding the death of the Executive, each in a lump sum within five (5) business days after his death, (iii) a Bonus for the Fiscal Year in which such termination occurs, equal to the Bonus (if any) that would have been paid for such Fiscal Year pursuant to Section 6 hereof if no such termination had occurred, times a fraction, the numerator of which is the number of months in such Fiscal Year (but not in excess of twelve (12)) through the end of the month in which such termination occurs, and the denominator of which is twelve (12) and (iv) any unpaid Section 7
Termination, Death or Disability. (a) If Employee is terminated for cause, or Employee voluntarily terminates before December 31, 2014, Employee shall forfeit all amounts credited to his Account and no benefits shall be payable under the Deferred Compensation Arrangement. If Employee’s employment with APS is involuntarily terminated without cause by APS before December 31, 2014, the Employee will be entitled to a lump sum payment in an amount equal to the Company Credits credited to his Account at the time of termination. Payment will be made at the time of the termination, or if applicable, at the time specified in Section 8 of this Agreement.
(b) In the event that the Employee is determined to be disabled under the Pinnacle West Capital Corporation Long-Term Disability Plan before the Employee terminates employment and such disability meets the definition of “disabled” for purposes of Section 409A of the Internal Revenue Code (“Code Section 409A”), and (i) if such disability occurs on or before December 31, 2014, the Account will not be credited with Company Credits, beginning as of the date of such disability, and the Employee shall be entitled to a lump sum payment on December 31, 2014 in an amount equal to the Company Credits credited to his Account at the time of distribution or (ii) if such disability occurs after December 31, 2014, the Employee shall be entitled to a lump sum payment in an amount equal to the Company Credits credited to his Account at the time of distribution, payable within 30 days after the date of disability.
(c) In the event that the Employee dies before he terminates employment or after the commencement of payments to him under the Deferred Compensation Arrangement, but before all such benefits have been paid in full, any balance credited to the Account that has not been paid under the Account as determined on the date of death shall be paid to the Employee's beneficiary in a lump sum within sixty (60) days after the date of death. The Employee's beneficiary for purposes of the Deferred Compensation Arrangement shall mean the person(s) or trust(s) specified by the Employee as the Employee's beneficiary, in the form and manner required by APS and on file with APS. In the event no beneficiary is named at the time of death, any benefits shall be paid to the Employee's estate.
Termination, Death or Disability. (i) In the event the Continuous Service of the Optionholder shall be terminated by the Company without cause, the shares of Common Stock pursuant to this Option shall vest immediately and may be exercised at any time within ninety (90) days after such termination of Continuous Service.
(ii) In the event the Continuous Service of the Optionholder shall be terminated by the Company for cause, the vested and unexercised portion and the unvested portion of this Option shall be forfeited immediately.
(iii) In the event the Continuous Service of the Optionholder shall be terminated by the Employee for any reason other than death or Disability, the unvested portion of the Option shall be forfeited immediately. The vested and unexercised portion of the Option may be exercised on the ninetieth (90th) day after such termination of Continuous Service, if the Optionholder has not become employed by another company in the motor freight business in the United States, Canada, or Mexico, in which case all vested shares shall be forfeited.
(iv) In the event the Continuous Service of the Optionholder shall be terminated due to Disability, the shares of Common Stock pursuant to this Option shall vest immediately and may be exercised at any time within twelve (12) months after such Disability, but in no case later than the date on which the Option would otherwise terminate.
(v) If the Optionholder shall die while employed by the Company, the shares of Common Stock pursuant to this Option shall vest immediately and may be exercised by the Optionholder’s estate, by the person who acquires the right to exercise such Option upon his or her death by bequest or inheritance, or by the person designated by the Optionholder to exercise the Option upon the Optionholder’s death. Such exercise may occur at any time within twelve (12) months after the date of the Optionholder’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.
(vi) This Option shall terminate the day before the 10th anniversary of the Effective Date, unless otherwise noted.
Termination, Death or Disability. Subject to the remaining provisions of this Section 5 and to Section 6, in the event of Termination of Service at any time, the Grantee shall thereupon forfeit all Performance Share Units that have not yet vested, any related Unpaid RSU Dividend Equivalents and any rights hereunder, except that if the Termination of Service is due to (i) death or Disability, (ii) termination of the Grantee by the Company or any of its Subsidiaries without Cause or (iii) resignation by the Grantee for Good Reason, then the Grantee (or the Grantee’s estate in the case of death) will vest in 100% of the Performance Share Units and any related Unpaid RSU Dividend Equivalents as of the date of Termination of Service. Except when the Grantee’s Termination of Service is due to death, the accelerated vesting of Performance Share Units contemplated by this Section 5 shall be contingent upon execution by the Grantee of the release attached to the Grantee’s Employment Agreement such that the release becomes irrevocable within 60 days after the Termination of Service.
Termination, Death or Disability. In the event that the Board of Directors terminates Mr. Melrose's employment other than for cause (as defined in Section 2.c. hereof) and elects as Mr. Melrose's successor a chief executive officer who was identified and developed by Mr. Melrose, or in the event of the termination of Mr. Melrose's employment due to his death or disability, then all shares of Restricted Stock and Performance Units shall automatically vest in full, notwithstanding that Mr. Melrose does not enter into a noncompetition agreement in accordance with Section 2.b., and shall become nonforfeitable in the fiscal year following the year of the date of such event, and on the first day that such vesting would not cause the compensation to be deemed compensation with respect to the prior fiscal year.
Termination, Death or Disability. If your status as an employee is terminated due to death or disability, you (or your qualified representative or estate, as the case may be) may exercise this option within twelve (12) months from the date you died or became disabled to extent to which you were entitled to exercise this option on the date of death or disability, after which time you will no longer have any rights to exercise this option. The definition of "disability" for purposes of this agreement shall be that set forth in §22(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), or such successor provision under the Code as is in effect as of the date of such disability. In no event may you exercise this option after the expiration of the term of this option.
Termination, Death or Disability. In the event that the Board of Directors terminates Mr. Melrose's employment other than for cause and elects as Mr. Melrose's successor a chief executive officer who was identified and developed by Mr. Melrose, or in the event of the termination of Mr. Melrose's employment due to his death or disability, then all shares of Restricted Stock and Performance Units shall automatically and immediately vest in full and become nonforfeitable.
Termination, Death or Disability. (a) of months in such year through the end of the month in which such termination occurs, and the denominator of which is twelve (12).
(b) In the event that the Executive shall become Disabled, the Corporation shall have the right to terminate the Executive's employment hereunder by giving him written notice of such termination. Upon receipt of such notice, the Executive's employment hereunder shall terminate. In the event of such termination, the Corporation shall pay to the Executive (i) the unpaid Base Salary owing to the Executive through the end of the month of such termination, in a lump sum within five (5) business days of such termination, and (ii) a Bonus for the year in which such termination occurs, equal to the Bonus (if any) that would have been paid for such year if no such termination had occurred, times a fraction, the numerator of which is the number of months in such year through the end of the month in which such termination occurs, and the denominator of which is twelve (12).
(c) If the Executive has made interim draws against his Bonus, in accordance with Section 6(b) hereof, for any fiscal year prior to the date of his death or termination for disability for which a year-end reconciliation has not been made in accordance with clause (iv) of such Section, any Bonus payment required pursuant to Section 8(a) or 8(b) shall be adjusted, and the Corporation shall make a payment to the Executive or his estate or the Executive or his estate shall make a payment to the Corporation, as required by Section 6(b)(iv).
