Termination for Death or Permanent Disability. Except as otherwise prohibited by law, the Employee’s employment under this Agreement shall be terminated by the Employee’s death or permanent disability. For the purpose of this Agreement, the term “permanent disability” shall mean a disability resulting from physical or mental illness or bodily injury which, in the reasonable opinion of an independent physician paid for by the Company (which shall specifically exclude Employee’s personal physician), prevents the Employee from fulfilling the Employee’s essential duties hereunder with or without reasonable accommodation for a period of ninety (90) days in any three hundred sixty-five (365) day period. In the event that the Employee’s employment hereunder is terminated upon the Employee’s death or permanent disability, all of the Employee’s rights to compensation and employment benefits shall immediately terminate to the maximum extent permitted by applicable law, provided that the Employee shall, except as provided herein, receive such portion of the Base Salary and other benefits under the Company’s benefit plans that have accrued through the date of termination but have not previously been paid.
Termination for Death or Permanent Disability. Upon Employee's death or permanent disability (a disability which continues for a period of twelve (12) months from the date of onset of such disability), this Agreement shall terminate; provided that Employee and Employee's spouse (or surviving spouse, as the case may be) and eligible dependents shall be entitled to continuation rights under JDA's group health plans as required under COBRA, with the "qualifying event" occurring and minimum required period of coverage to commence upon the termination of this Agreement; and provided further that, in the event of Employee's death, Employee's surviving spouse or Personal Representative, as the case may be, shall be entitled to the death benefits described in Section 6(c).
Termination for Death or Permanent Disability. Upon Executive's death or permanent disability (a disability which has continued for a period of twelve (12) months from the date of onset of such disability), this Agreement shall terminate; provided that Executive and Executive's spouse (or surviving spouse, as the case may be) and eligible dependents shall be entitled to continuation rights under Company's group health plans as required under COBRA, with the "qualifying event" occurring and minimum required period of coverage to commence upon the termination of this Agreement; and provided further that, in the event of Executive's death, Executive's surviving spouse or personal representative, as the case may be, shall be entitled to the death benefits described in Section 5.2.
Termination for Death or Permanent Disability. If your employment or service is terminated by reason of death or Permanent Disability (or if your employment or service is terminated by reason of Permanent Disability and you die within one year after such termination of employment or service), then, (a) the portion of the Option that would have become exercisable on the immediately following Vesting Date shall become vested and immediately exercisable on the date of such termination, (b) any unvested portion of the Option will terminate on the date of such termination of employment or service, and (c) the vested portion of the Option (including, if applicable, that portion that becomes exercisable pursuant to the foregoing clause(a)) unless sooner terminated under the terms hereof, will terminate on the date one year after the date of such termination of employment or service (or one year after your later death within the one-year period after termination by reason of Permanent Disability).
Termination for Death or Permanent Disability. Termination Not for Cause or for Good Reason Following FPSH Shift or Change of Control.
(a) If (i) prior to the Termination Date, during the Term, Executive's employment is terminated as a result of Executive's death or as a result of Executive's Permanent Disability (as defined in Section 6.1(d) hereof) or (ii) Executive's employment is terminated (A) by the Company other than for Cause (by action of the Committee and as defined in Section 6.2(b) hereof) or (B) by Executive for Good Reason (as defined in Section 6.1(c) hereof), in either case following the occurrence of an FPSH Shift (as defined in Section 6.1 (e) hereof) or a Change of Control (as defined in Section 6.2(f) hereof), Executive shall receive:
(i) such payments, if any, to which Executive is entitled under any applicable plans or programs, including but not limited to those referred to in Sections 3.3 and 4.1 hereof, in accordance with the terms of such plans or programs;
(ii) a cash lump sum payment in respect of accrued but unused vacation days and Base Salary and, if any such termination of employment occurs after the end of a Company fiscal year and prior to the payment of Bonuses for such fiscal year, any Bonus payments earned by Executive for such fiscal year but not yet paid;
(iii) continued coverage under any employee medical plans or programs provided to Executive and his family members pursuant to Section 4.1 hereof until the earlier of the fifth anniversary of Executive's termination of employment or the date on which Executive becomes entitled to receive medical coverage under another employer's medical benefit program, provided, that Executive shall continue to be required to pay any applicable premiums of a participating employee in such plans and programs; and
(iv) a cash lump sum payment equal to five (5) times the sum of the (I) Base Salary (as of immediately prior to Executive's date of termination of employment, but excluding any decrease in Base Salary causing Executive to have Good Reason), plus (II) the average annual bonus paid or payable to Executive with respect to the two (2) fiscal years immediately prior to the Executive's date of termination of employment (provided, however, that if the Executive's date of termination of employment occurs at any time during the 2002-2003 fiscal year, then the "average annual bonus" shall be deemed to be the bonus paid or payable with respect to the 2001-2002 fiscal year), less any applicable insurance benefits, provided, that any...
Termination for Death or Permanent Disability. If the Employer terminates the Executive’s employment under this Agreement because of the Permanent Disability of the Executive, or in the event of the Executive’s death, the Employer shall pay the Accrued Obligations to the Executive or his estate. If the Employer terminates the Executive’s employment under this Agreement because of the Executive’s Permanent Disability, the Employer shall continue to pay the amounts in (i) and (ii) below:
(i) Until the one-year anniversary of the termination of the Executive’s employment due to the Executive’s Permanent Disability, an amount equal to one hundred percent (100%) the Executive’s Base Salary, less the amount paid or payable to or on behalf of the Executive under any life and/or disability insurance coverage provided or paid for by the Employer or its Affiliates;
(ii) Thereafter, until the end of the Executive’s Permanent Disability or death, an amount equal to sixty percent (60%) of the Executive’s Base Salary, less the amount paid or payable to or on behalf of the Executive under any life and/or disability insurance coverage provided or paid for by the Employer or its Affiliates.
(iii) Any amounts payable to the Executive under clauses (i) or (ii) above shall be paid in accordance with the Employer’s normal payroll practices as in effect from time to time commencing on the first regularly scheduled payroll date following the 60-day anniversary of the Executive’s separation from service. Notwithstanding the foregoing, the Executive’s right to such payments shall be contingent upon the Executive’s execution and non-revocation of a release of all claims against Employer and its Affiliates within 60 days following separation, in the form of Appendix A hereto.
(iv) Notwithstanding the foregoing, if the Executive is a Specified Employee as of the Executive’s termination date, the Six-Month Delay Rule, as well as the exceptions thereto set forth in paragraph 5(c)(vi), shall apply, as applicable.
Termination for Death or Permanent Disability. In the event of your death during the term of this Agreement, the Company shall pay to your estate all accrued but unpaid Base Salary through the date of your death within ten (10) days thereafter and shall, at the Company’s expense, continue any health care benefit coverage to family members covered under the Company’s benefit plans as of the date immediately preceding your death for a period of not less than 365 days following your death. In the event of your Permanent Disability (as defined below), the Company shall pay you all accrued but unpaid compensation through the effective date of its notice of termination within ten (10) days thereafter and shall continue any health care benefit coverage to you and to family members covered under the Company’s benefit plans as of the date immediately preceding your Permanent Disability for a period of not less than 365 days following such notice. All payments under this Section 3(e) shall be made at the times and at the rates specified in Section 3(a) hereof and all such compensation will be reduced by any disability payments which you receive, after taking into account the tax benefits (if any) of such payments. Notwithstanding any termination of your employment for Permanent Disability, you shall continue to be bound by the provisions of this Agreement (other than Section 1 hereof). As used in this Section 3(e), your “Permanent Disability” will be deemed to have occurred in the event that (i) you have a mental or physical condition which has prevented or, in the opinion of a physician designated by the Board and you (or, in the absence of agreement by the Board and you as to the physician, by a physician mutually designated by two physicians respectively designated by you and the Board), will prevent you for a period of more than one hundred eighty (180) consecutive days after its onset from performing your duties on a full-time basis, or (ii) you have been so disabled for an aggregate of one hundred twenty (120) business days, whether or not consecutive, within any twelve-month period during the term of this Agreement. You agree to submit to an examination by such physician upon the reasonable request of the Board, the cost of which examination shall be borne by the Company.
Termination for Death or Permanent Disability. If Executive's employment by Employer is terminated because of death or Permanent Disability, then, subject to all applicable laws, Executive (or Executive's estate) shall be entitled to receive only that Base Compensation, benefits and expense reimbursements which have accrued as of the Termination Date. Executive shall not be entitled to any Profit Sharing Bonus for the year in which the termination occurs or any subsequent year. Subject to all applicable laws, "PERMANENT DISABILITY" shall mean the inability of Executive, by reason of any ailment or illness, or physical or mental condition, to devote substantially all of his time during normal business hours to the daily performance of Executive's duties as required under this Agreement for a period of six (6) months in the aggregate in any eight (8) month period.
Termination for Death or Permanent Disability. Unless the Committee determines otherwise or as otherwise provided in the Participant’s Employment Agreement, if a Participant’s employment with an Employer is terminated on account of death or by the Employer on account of Permanent Disability, then:
Termination for Death or Permanent Disability. In the event that Executive's employment by Employer is terminated because of death or Permanent Disability (as defined below), then, subject to all applicable laws, Executive (or Executive's estate) shall be entitled to receive only that salary, bonus, benefits and expense reimbursements which have accrued as of the Termination Date. For purposes of this Agreement, "Permanent Disability" shall mean the inability of Executive, by reason of any ailment or illness, or physical or mental condition, to devote substantially all of his time during normal business hours to the daily performance of Executive's duties as required under this Agreement for a continuous period of six (6) months, as reflected in the opinions of three qualified physicians, one of which has been selected by Employer, one of which has been selected by Executive, and one of which has been selected by the other two physicians, jointly.
