Termination of Employment, Death or Disability. Each installment of this Option shall expire and terminate to the extent not exercised upon the earlier to occur of (a) four years after the vesting date of each Option installment; or (b) the date which occurs (as applicable) (i) 12 months after the date upon which the Optionee's employment with Santera is terminated (A) by Santera without Cause during the Term of the Employment Agreement pursuant to Section 8.1(b) thereof or without Cause at any time after the Term of the Employment Agreement, (B) with Cause due to the Optionee's death or disability during or after the Term of the Employment Agreement, or (C) by the Optionee with Good Reason during the Term of the Employment Agreement pursuant to Section 8.1(c) thereof; (ii) six months after the date upon which Optionee's employment is terminated by the Optionee with or without Good Reason after the Term of the Employment Agreement; or (iii) 30 days after the date upon which the Optionee's employment is terminated (A) by Santera with Cause, other than due to death or disability of the Optionee, during the Term of the Employment Agreement pursuant to Section 8.1(a) thereof, (B) by Santera with Cause, other than due to death or disability of the Optionee, at any time after the Term of the Employment Agreement, or (C) by the Optionee without Good Reason during the Term of the Employment Agreement.
Termination of Employment, Death or Disability. In the event of the death, disability or other termination of employment of the Optionee, the Option shall be exercisable to the extent provided in Section 5 of the Plan.
Termination of Employment, Death or Disability. If Participant’s Employment with the Company and its Affiliates is terminated because of death or Disability, all unvested Shares held by the Participant at the time of such termination shall become immediately vested and the risks of forfeiture on such unvested Shares shall immediately lapse.
Termination of Employment, Death or Disability. If the Executive's employment by the Company (i) terminates by reason of death or disability, or (ii) is terminated by the Company other than for Cause, or by the Executive for Good Reason, the Transaction Bonus Award applicable to (x) any Transaction for which the Transaction Date has theretofore occurred shall be paid in a lump sum cash payment, without interest or earnings, immediately, upon such termination and (y) any Transaction for which a definitive agreement is signed by all necessary parties prior to the Executive's termination of employment and for which a Transaction Date occurs subsequent to Executive's termination of employment shall be paid in a lump sum cash payment, without interest or earnings, within two business days after the Transaction Date occurs. If the Executive's employment by the Company is terminated by the Company for Cause or by the Executive other than for Good Reason, any Transaction Bonus Award applicable to any Transaction for which the Transaction Date has theretofore occurred shall be cancelled and shall not be paid.
Termination of Employment, Death or Disability. Notwithstanding the foregoing provisions of this Section 2, if Participant is subject to a written employment agreement or severance benefits agreement (“Employment Agreement”) with the Company or a Subsidiary, then in the event the Company (or the Subsidiary employing Participant) terminates Participant’s employment without “Cause” or Participant resigns as a “Voluntary Termination for Good Reason,” or Participant ceases to be an Eligible Person as the result of Participant’s death or “Disability” occurring before any vesting date or Determination Date, LTIP Shares shall vest in accordance with the terms of Participant’s applicable Employment Agreement. The terms “Cause”, “Voluntary Termination for Good Reason” and “Disability” used in this Section 2(a) shall have the meanings given them in such Employment Agreement, as may be modified from time to time.
Termination of Employment, Death or Disability. Upon the Participant’s Termination of Employment, death or Disability, all unvested PSAs shall be treated as follows:
(A) If the Participant dies or is determined to have a Disability, the number of PSAs that shall immediately vest shall be equal to the sum of:
(i) the number of PSAs, if any, that have been earned based on the attainment of the performance goals set forth in Annex B, during such of the Performance Periods as have been completed on or prior to the Participant’s death or Disability; plus
(ii) the Target Number of PSAs Granted for any incomplete Performance Periods in which the Participant’s death or Disability occurs and any Performance Periods that have not yet commenced by the date of the Participant’s death or Disability.
(B) If the Participant’s Termination of Employment occurs twelve (12) months or more after the Date of Grant, and the Termination qualifies as Retirement at the Normal Retirement Date, then, except as provided in Section (D) below, the Award shall remain outstanding and the number of PSAs that vests, if any, will be determined in accordance with the terms hereof (including Annex B) in the same manner as if no Termination of Employment had occurred.
(C) If the Participant’s Termination of Employment occurs within twelve (12) months of the Date of Grant, and the Termination qualifies as Retirement at the Normal Retirement Date, then, except as provided in Section (D) below, the Award shall remain outstanding and the number of PSAs that vests, if any, will be determined in accordance with the terms hereof (including Annex B) in the same manner as if no Termination of Employment had occurred, except that the Target Number of PSAs Granted shall be prorated (such proration to be determined by multiplying the Target Number of PSAs Granted by a fraction, the numerator of which is the number of days the Participant was employed since the Date of Grant and the denominator of which is 365). The remaining portion of the Award shall be forfeited as of the date of the Termination of Employment.
(D) If the Participant’s Termination of Employment qualifies as Retirement at the Normal Retirement Date and the Participant dies after such Termination of Employment, but before the number of vested PSAs has been determined pursuant to Annex B, then the number of PSAs that shall immediately vest shall be equal to the sum of:
(i) the number of PSAs, if any, that have been earned based on the attainment of the performance goals set forth in Anne...
Termination of Employment, Death or Disability a. Each party shall have the right to terminate the employment of Employee by the Company at any time, with or without cause.
b. Upon termination of this Agreement for any reason, Employee will, if requested in writing by the Company, cooperate with the Company to help assure a smooth transition of his duties to his successor. The Company will compensate Employee for any time spent providing such transition assistance at an hourly rate based upon Employee’s salary at the time of termination.
Termination of Employment, Death or Disability. The following provisions shall apply in the event of termination of the employment relationship, either for misconduct or otherwise, or in the event of the death or disability of the Optionee:
Termination of Employment, Death or Disability. (a) If employment of Participant by the Company or any Affiliate is terminated for any reason, including retirement, all Performance Awards outstanding at the time of such termination and all rights thereunder shall be forfeited and no further vesting shall occur, except in the case of termination without Cause (as defined in Participant’s Employment Agreement with the Company) of Participant, in which case the Performance Awards shall vest in full.
(b) In the event of Participant’s death or disability prior to August 3, 2011, all Performance Awards shall immediately vest in full.
Termination of Employment, Death or Disability. Notwithstanding the foregoing provisions of this Section 2, if Participant is subject to a written employment agreement or severance benefits agreement (“Employment Agreement”) with the Company or a Subsidiary, then in the event the Company (or the Subsidiary employing Participant) terminates Participant as an Employee without “Cause” or Participant resigns as a “Voluntary Termination for Good Reason,” or Participant ceases to be a Service Provider as the result of Participant’s death or “Disability” occurring before any Determination Date, the Performance Shares shall vest in accordance with the terms of Participant’s applicable Employment Agreement. The terms “Cause”, “Voluntary Termination for Good Reason” and “Disability” used in this Section 2(a) shall have the meanings given them in such Employment Agreement, as may be modified from time to time.
