Termination for Death, Disability or Retirement Sample Clauses

Termination for Death, Disability or Retirement. Xxxxxxxxx'x employment shall terminate upon his death, Disability or Retirement during the Employment Period. In the event of such termination: (i) the Company shall make a lump sum cash payment to Xxxxxxxxx (or, in the event that termination results from the death of Xxxxxxxxx, to his estate) within 30 days after the Date of Termination in an amount equal to the sum of: (A) Xxxxxxxxx'x pro rata Annual Base Salary payable through the Date of Termination to the extent not already paid; (B) the targeted amount of Xxxxxxxxx'x annual bonus, long-term incentive awards and Partnership Plan Units that would have been awarded with respect to the fiscal year in which the Date of Termination occurs, in each case absent the termination of Xxxxxxxxx'x employment, prorated for the portion of such fiscal year through the Date of Termination taking into account the number of complete months during such fiscal year through the Date of Termination; (C) Xxxxxxxxx'x actual earned annual bonus and long-term incentive awards and Partnership Plan Units for any completed fiscal year or period not theretofore paid; and (D) the account balance provided for under the Plans, including the Company's supplemental executive retirement plan, which shall be fully vested; and (1) all unvested options held by Xxxxxxxxx shall vest on the Date of Termination, (2) all unvested profit shares held by Xxxxxxxxx or for the benefit of Xxxxxxxxx by a grantor trust established by the Company shall vest on the Date of Termination and shall be promptly delivered to Xxxxxxxxx or his estate, (3) any other unvested equity based award (including, without limitation, restricted stock and stock units) held by Xxxxxxxxx shall vest on the Date of Termination and shall be delivered to Xxxxxxxxx or, in the event of termination due to death, his estate, entirely in the form of Common Stock, $.10 par value per share ("Common Stock") of the Company immediately to his estate in the event of termination due to death, or, in the event of termination due to Retirement or Disability upon the later of May 1, 2002, or the expiration of the period that Xxxxxxxxx'x activities are restricted under Section 10(c), subject to his compliance with the terms of this Agreement through such date, (4) any options held by Xxxxxxxxx may be exercised until the expiration date of such options and (5) Xxxxxxxxx shall not be entitled to any additional grants of any stock options, restricted stock, or other equity based or long-term awards...
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Termination for Death, Disability or Retirement. If your Service with the Partnership and its Affiliates is terminated because of your death, Disability or Retirement, the option shall be treated as though your Service had been terminated by you for Good Reason.
Sample 1
Termination for Death, Disability or Retirement. If your Service with the Partnership and its Affiliates is terminated because of your death, Disability or Retirement, (a) that portion of the option that is not vested as of the effective date of such termination of Service shall immediately be cancelled and (b) that portion of the option that is vested as of the effective date of such termination of Service shall expire at the later of (i) one year following the expiration of the Lockup Period as such period would apply to the Units subject to such vested portion of your option and (ii) one year following the effective date of such termination of employment or service, but in no event later than the expiration of the term of your option.
Sample 1
Termination for Death, Disability or Retirement. The Employee’s employment hereunder shall terminate immediately upon the Employee’s death, Disability or written election to retire after age 65. For purposes of the preceding sentence, the term “Disability” shall mean the Employee’s inability, by reason of physical or mental incapacity (determined by a licensed physician reasonably acceptable to the Employee and the Company), to perform the essential functions of his job, with or without a reasonable accommodation by the Company, for an aggregate of ninety (90) days during any twelve (12) month period, provided further that during any such continuous period, the Employee’s Base Compensation payable under Section 6(a) shall be reduced by the amount, if any, of payments to the Employee under any short-term or long-term disability insurance policy, plan or program maintained by the Company. During any period when the Employee implicitly or explicitly purports to be unable to perform his duties hereunder by reason of physical or mental illness, incapacity or disability, the Employee, at the request and expense of Company, shall submit to one or more examinations by a physician of the Company’s choice. A termination of the Employee’s employment with the Company due death or Disability as provided under this Section 8(c) shall be treated as a termination without Cause hereunder. Additionally, after reaching age 65, if Employee has served continuously for a minimum of three years of full-time service, upon his written election to retire, Employee shall be entitled to a final retirement payment equal to three months Base Compensation.
Sample 1
Termination for Death, Disability or Retirement. The Executive's employment shall terminate upon his death, Disability or Retirement during the Employment Period. In the event of such termination: (i) the Company shall make a lump sum cash payment to the Executive (or, in the event that termination results from the death of the Executive, to his estate) within thirty (30) days after the Date of Termination in an amount equal to the sum of: (A) the Executive's Base Salary payable through the Date of Termination to the extent not already paid; (B) the maximum amount of the Executive's annual bonus that could have been paid with respect to the fiscal year in which the Date of Termination occurs, absent the termination of the Executive's employment, prorated for the portion of such fiscal year through the Date of Termination taking into account the number of complete months during such fiscal year through the Date of Termination; and (C) the Executive's actual earned annual bonus for any completed fiscal year or period not theretofore paid; (ii) the Executive shall retain options which shall have been vested as of the Date of Termination and shall forfeit options which have not been vested; and (iii) the Executive (and his spouse and dependent children) will be entitled to continuation of health, life and disability benefits under the Plans for a period of three years from the Date of Termination on terms and conditions no less favorable than those in effect on the Date of Termination; provided, that to the extent such benefits cannot be provided to the Executive under the terms of the Plans or the Plans cannot be so amended in any manner not adverse to the Company, the Company shall pay the Executive, on an after-tax basis, an amount necessary for the Executive to acquire such benefits from an independent insurance carrier; and provided further, that the obligations of the Company under this clause (iii) shall be terminated if, at any time after the Date of Termination, the Executive is employed by or is otherwise affiliated with a party that offers comparable health, life and disability benefits to the Executive.
Sample 1
Termination for Death, Disability or Retirement. Except as otherwise provided herein, if, prior to the fifth anniversary of the Effective Date, the Management Stockholder’s employment with the Company (and/or, if applicable, all other Service Recipients) is terminated as a result of the death, Disability or Retirement of the Management Stockholder (each a “Section 6(c) Call Event”), then, during the one-year period following any such Section 6(c) Call Event (or through the occurrence of a Change in Control, if such event occurs earlier): (A) With respect to the Stock, the Company may purchase all or any portion of the shares of Stock then held by the applicable Management Stockholder Entities at a per share price equal to the Fair Market Value Per Share as of the date of such purchase; and (B) With respect to the Options held by the applicable Management Stockholder Entities, the Company may purchase all or any portion of the exercisable Options for an amount equal to the product of (x) the excess, if any, of the Fair Market Value Per Share as of the date of such purchase over the Option Exercise Price and (y) the number of Exercisable Option Shares, which Options shall be terminated in exchange for such payment. In the event the foregoing Option Excess Price is zero or a negative number, all outstanding exercisable stock options granted to the Management Stockholder under the Option Plan shall be automatically terminated without any payment in respect thereof. In the event that the Company does not exercise the foregoing rights all exercisable but unexercised Options shall terminate pursuant to
Sample 1
Termination for Death, Disability or Retirement. The effect of the Grantee’s termination of employment or service for death, Disability, or Retirement depends on whether this Option is subject to a time-based or performance-based vesting schedule (as specified in paragraph 4 of this Agreement):
Sample 1
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Related to Termination for Death, Disability or Retirement

  • 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 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 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.

  • 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.

  • Death, Retirement or Disability Executive’s employment shall terminate automatically upon Executive’s death or Retirement during the Employment Period. For purposes of this Agreement, “Retirement” shall mean normal retirement as defined in the Company’s then-current retirement plan, or if there is no such retirement plan, “Retirement” shall mean voluntary termination after age 65 with ten years of service. If the Company determines in good faith that the Disability of Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to Executive written notice of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such written notice by Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’s duties. For purposes of this Agreement, “Disability” shall mean a mental or physical disability as determined by the Board of Directors of the Company in accordance with standards and procedures similar to those under the Company’s employee long-term disability plan, if any. At any time that the Company does not maintain such a long-term disability plan, “Disability” shall mean the inability of Executive, as determined by the Board, to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental condition which has lasted (or can reasonably be expected to last) for twelve workweeks in any twelve-month period. At the request of Executive or his personal representative, the Board’s determination that the Disability of Executive has occurred shall be certified by two physicians mutually agreed upon by Executive, or his personal representative, and the Company. Failing such independent certification (if so requested by Executive), Executive’s termination shall be deemed a termination by the Company without Cause and not a termination by reason of his Disability.

  • 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.

  • 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 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.

  • Termination Due to Death or Disability The expiration of one (1) year from the date of the death of the Optionee or cessation of an Optionee’s employment or contractual relationship by reason of disability (as defined in Section 5.1(g) of the Plan). If an Optionee’s employment or contractual relationship is terminated by death, any Option held by the Optionee shall be exercisable only by the person or persons to whom such Optionee’s rights under such Option shall pass by the Optionee’s will or by the laws of descent and distribution.

  • 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.

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