Termination on Account of Death or Disability. During the Term, if the Executive’s employment terminates due to the Executive’s death, or is terminated by the Company and the Employer due to the Executive’s Disability as provided in Section 3(b), then the Company shall pay the Executive (or his beneficiary or representative) (i) his Accrued Benefit, (ii) to the extent that any annual incentive compensation payable under Section 2(b) with respect to any completed fiscal year has not been paid as of the Date of Termination, the actual incentive compensation payable with respect to such year, payable on the date such amounts would otherwise be paid, (iii) a portion of the annual incentive compensation payable under Section 2(b), based upon the number of days in the year of termination through the Date of Termination relative to 365, that the Executive would have received based on actual achievement of applicable performance metrics for the applicable performance period, with such amount payable on the date such bonus would otherwise have been paid, and (iv) full vesting of all Company, Employer or any of its or their affiliates’ equity awards that are subject to time-based vesting, effective as of the Date of Termination. Accelerated vesting of any such equity awards that are subject to performance-based vesting shall be subject to the terms and conditions of the plan governing particular equity awards, as in effect at the time such equity awards were granted, or an award agreement governing a particular equity award.
Termination on Account of Death or Disability. If the Executive’s employment is terminated on account of death under Section 1(a) or disability under Section 1(b), the Employers shall pay the Executive (or his authorized representative or estate) his Accrued Benefit. The Employers shall also provide the Executive (or his authorized representative or estate) with a lump sum payment equal to 100 percent of his annual base salary within 60 days of the Date of Termination. In addition, the Executive (or his authorized representative or estate) shall also be entitled to receive the pro rata portion of any cash incentive compensation which would have been earned by the Executive during such year of termination had such Executive remained employed the entire year and as determined by the Compensation Committee of the Company, determined by multiplying such cash incentive compensation by a fraction, the numerator of which equals the number of days the Executive is employed by the Employers during such year to the Date of Termination, and the denominator of which equals 365 (the “Pro-Rated Bonus”). The Pro-Rated Bonus shall be paid at the same time that the Employers pay cash incentive compensation to other executives. Upon the Date of Termination, all equity awards with time-based vesting shall immediately fully vest in accordance with their terms and become non-forfeitable. Each equity award which has been granted (or any other equity award which would otherwise have been granted to the Executive during the applicable performance period/calendar year in the ordinary course) with performance vesting shall vest at an amount based upon the Employers’ achievement of performance goals through the end of performance period, multiplied by a fraction, the numerator of which shall be the number of days the Executive was employed by the Employers from the commencement of the performance period through the Date of Termination and the denominator of which shall be the total number of days in the performance period.
Termination on Account of Death or Disability. Upon the death or disability of Executive, Executive's employment pursuant to this Agreement shall terminate, and such termination shall be effective on the date upon which the death or disability of executive occurs.
Termination on Account of Death or Disability. In the event that the Term and Employee’s employment hereunder terminates as a result of Employee’s death or is terminated by Employer due to Employee’s Disability, Employee (or Employee’s estate, as applicable) shall only be entitled to receive (a) accrued and unpaid Base Salary through the date of termination of employment, (b) notwithstanding anything herein or in any bonus or incentive agreement, arrangement, plan, policy or program to the contrary, the payment by Employer of the aggregate amount of unpaid Annual Bonuses, if applicable, in respect of any fiscal year preceding the fiscal year in which the termination of employment occurs, (c) reimbursement, within thirty (30) days following submission by Employee (or Employee’s estate, as applicable) to Employer of appropriate supporting documentation, for any unreimbursed business expenses properly incurred by Employee in accordance with Employer’s policy prior to the date of Employee’s termination of employment; provided claims for such reimbursement (accompanied by appropriate supporting documentation) are submitted to Employer within ninety (90) days following the date of Employee’s termination of employment, (d) all amounts and benefits then or thereafter due to Employee (or Employee’s estate, as applicable) under the applicable terms of any applicable plan, program, award, agreement or arrangement (including any equity or equity-based plan, program award, agreement or arrangement) of any member of the Employer Group in accordance with the terms and conditions of any such plan, program, award, agreement or arrangement. Such amounts in clause 4.5(a) shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination of employment and the amounts in clause 4.5(b) shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination other than with respect to any Annual Bonus in respect of the year immediately prior to the year in which the termination occurs, which Annual Bonus will be paid at such time as such Annual Bonus is otherwise paid to similarly situated senior executives, but in no event later than March 15 of the year of termination. In the event the Term and Employee’s employment hereunder is terminated by Employer on account of Disability or of his death, Employee shall be deemed to have resigned all positions held with the Employer Group as of the date of such termination of employment.
Termination on Account of Death or Disability. In the case of death or disability, the Award will be fully vested and payment will be made by the later of the end of the calendar year or two and a half months following the date of death or disability.
Termination on Account of Death or Disability. In the event of the Executive’s termination of employment with the Company on account of death or Disability, all obligations of the Company under Sections 1 and 2 will immediately cease as of the Executive’s Termination Date. In connection with this termination, (a) within ten (10) days of the Executive’s Termination Date, the Company will pay the Executive (or, in the case of the Executive’s death, the Executive’s beneficiary or, if none has been designated in accordance with Section 10.3, the Executive’s estate), (i) the amount of the Executive’s Compensation Accrued at Termination and (ii) a single sum cash payment equal to the Partial Year Bonus; (b) all Equity Awards held by the Executive, other than any Performance-Based Award (defined in Section 5.3(b)) that is designated an “out-performance” award and that references and proclaims to supersede this Agreement and as to which the provisions of such Equity Award shall control, shall become fully vested and exercisable; (c) the benefits described in Section 5.2; and (d) the Executive’s rights, if any, under any Company benefit plan or program shall be governed by such plan or program. A Performance-Based Award becoming vested under this Section 4 (rather than pursuant to the Equity Award agreement) shall vest at the target level.
Termination on Account of Death or Disability. If Employee dies or becomes Disabled during the Employment Term, this Agreement and Employee’s employment hereunder shall terminate. In such event, the Company shall pay or provide to Employee (or to his or her estate) (a) the amount of any accrued but unpaid Base Compensation, (b) Basic Severance, and (c) any other amount or benefit to which Employee may be entitled under a separate plan, policy or program maintained by the Company. Employee shall be deemed “Disabled” hereunder if he or she is (a) unable to engage in any substantial gainful activity due to a medically-determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of at least 12 months, or (b) receiving benefits under the Company’s separate long-term disability plan for a period of at least three months as a result of a medically-determinable physical or mental impairment. The Company shall certify whether Employee is Disabled as defined herein.
Termination on Account of Death or Disability. If the Company terminates the employment of the Employee on account of Disability (as defined in Section 4(a) above) of the Employee, or in the event of the Employee's death, the Company shall pay or provide to the Employee or his beneficiary such compensation and benefits as are set forth in subsections (a)(i), (a)(iii) and (a)(iv) above.
Termination on Account of Death or Disability. During the Term, if the Executive’s employment is terminated on account of death under Section 3(a) or disability under Section 3(b), the Employers shall pay the Executive (or his authorized representative or estate) his Accrued Benefit. The Employers shall also provide the Executive (or his authorized representative or estate) with a lump sum payment equal to his Base Salary within 60 days of the Date of Termination. In addition, the Executive (or his authorized representative or estate) shall also be entitled to receive the pro rata portion of any cash incentive compensation which would have been earned by the Executive during such year of termination had such Executive remained employed the entire year and as determined by the Compensation Committee pursuant to Section 2(b), determined by multiplying such cash incentive compensation by a fraction, the numerator of which equals the number of days the Executive is employed by the Employers during such year to the Date of Termination, and the denominator of which equals 365 (the “Pro-Rated Bonus”). The Pro-Rated Bonus shall be paid at the same time that the Employers pay cash incentive compensation to executives under Section 2(b).
Termination on Account of Death or Disability. In the event that the Term and Employee’s employment hereunder terminates as a result of Employee’s death or is terminated by Employer due to Employee’s Disability, Employee (or Employee’s estate, as applicable) shall be entitled to receive (a) accrued and unpaid Base Salary as of the date of termination of employment, (b) any unpaid Annual Bonus for the year prior to the year in which termination occurs and (c) a pro-rata Target Bonus for the year of termination equal to (x) the Target Bonus, multiplied by (y) a fraction, the numerator of which is the number of days from and including January 1 to and including the date of termination and the denominator of which is 365 (the “Pro-Rata Bonus Amount”). The amounts in clauses (a) and (b) shall be paid in a lump sum within thirty (30) days after the date of Employee’s termination of employment, and the Pro-Rata Bonus Amount shall be paid at such time as Employer customarily pays annual bonuses to its senior executives but in no event later than March 15th of the year following the year to which such Annual Bonus relates. In the event the Term and Employee’s employment hereunder is terminated by Employer on account of Disability, Employee shall resign all positions held with the Employer Group, and in the event of termination of the Term and Employee’s employment hereunder on account of Employee’s death, Employee shall be deemed to have so resigned.
