Termination on Account of Death or Permanent Disability Sample Clauses

Termination on Account of Death or Permanent Disability. Executive’s employment shall terminate immediately following Executive’s death. If Executive suffers a Permanent Disability (as defined below), the Company shall have the right to terminate Executive’s employment with the Company. For purposes of this Agreement, the term “Permanent Disability” shall mean Executive’s inability to perform the essential functions of his job, with or without reasonable accommodation due to a disability or other medical condition for ninety (90) consecutive days or one hundred eighty (180) days during any twelve (12) month period as shall have been certified by a licensed and qualified physician. The Company shall pay Executive all (i)Accrued Obligations and (ii), the pro-rated amount of any earned but unpaid Annual Bonus or Options Award that Executive would have earned if he had remained employed by the Company through the end of the applicable term.
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Termination on Account of Death or Permanent Disability. (i) The Executive’s employment hereunder shall terminate automatically upon the Executive’s death or Permanent Disability. In the event of a termination as a result of death or Permanent Disability, the Executive shall not be entitled to any additional payments from the Company, other than payments with respect to the Accrued Rights. (ii) For purposes of this Agreement, the Executive shall be deemed to have a “Permanent Disability” if (A) the Executive is incapacitated by a physical or mental condition, illness or injury that has prevented or is expected to prevent the Executive from being able to perform the essential duties of the Executive’s position under this Agreement in a satisfactory manner for an aggregate of 180 days in any consecutive 365-day period or (B) the Executive is accepted for long-term disability benefits under any long-term disability plan of the Company or any Subsidiary in which he is then participating. The Board shall determine, according to the facts then available, whether and when the Permanent Disability of the Executive has occurred. Such determination shall not be arbitrary or unreasonable and the Board will take into consideration the expert medical opinion of a physician mutually selected by the Company and the Executive after such physician has completed an examination of the Executive. The Executive agrees to make himself available for such examination upon the reasonable request of the Company.
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Termination on Account of Death or Permanent Disability. To compensate in the case of Employee's death or Permanent Disability, the Board of Directors shall provide Employee or his Designated Beneficiary with (i) a lump sum payment equal to one (1) time Employee's current Base Salary or (ii) during the Term and before such death or Permanent Disability, Company provides Employee with insurance coverage as to death and Permanent Disability that equals or exceeds one (1) year of Employee's current Base Salary and adjusts annually for any increase in such Base Salary. For purposes of this Agreement, the term "Permanent Disability" shall mean Employee's inability to perform his duties under this Agreement for ninety (90) consecutive days or one hundred and eighty (180) days during any twelve (12) month period due to illness, accident or other incapacity (as determined in good faith by a physician mutually acceptable to the Company and Employee) or if a physician so selected advises the Company that it is likely that Employee will be unable to perform such duties for ninety (90) consecutive days or one hundred and eighty (180) days during the succeeding twelve (12) month period. If the Board of Directors chooses to provide insurance coverage, Employee, his spouse and his children shall also be entitled to continue to be covered, if eligible, by all medical, health, accident and other insurance at the same coverage level maintained for Employee's benefit immediately prior to the date of Employee's termination (subject to continuing payment of any premiums, deductibles and co-payments by the person who was the responsible party at the time of death or Permanent Disability) for a period of eighteen (18) months from the date of Employee's death or Permanent Disability. In the event Employee's spouse and/or surviving children are ineligible under the terms of such insurance to continue to be so covered, the Company shall provide substantially equivalent coverage through other sources or will provide Employee's spouse and/or surviving children, as applicable, with the lump sum payment equal to the agreed upon present value of the continuation of such health insurance coverage under this Section 3.
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Termination on Account of Death or Permanent Disability. In the event Executive's employment is terminated on account of death or Permanent Disability, then the Company shall pay Executive, or his heirs, the sum of his Base Salary plus any earned Target Bonus for the current fiscal year in 12 equal monthly installments (minus the appropriate withholding for tax purposes). Executive or his heirs shall also be entitled to elect to continue coverage through the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA") under the Company's health and welfare plans, such COBRA premiums for a period of twelve (12) months after the date of termination.
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Termination on Account of Death or Permanent Disability. To compensate in the case of Employee's death or Permanent Disability, the Board of Directors shall provide Employee or his Designated Beneficiary with (i) a lump sum payment equal to one (1) time Employee's current Base Salary or (ii) during the Term and before such death or Permanent Disability, Company provides Employee with insurance coverage as to death and Permanent Disability that equals or exceeds one (1) year of Employee's current Base Salary and adjusts annually for any increase in such Base Salary. For purposes of this Agreement, the term "Permanent Disability" shall mean Employee's inability to perform his duties under this Agreement for ninety (90) consecutive days or one hundred and eighty (180) days during any twelve (12)
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Termination on Account of Death or Permanent Disability. In the event that Executive’s employment terminates on account of death or Permanent Disability, then Executive (or in the case of Executive’s death, his estate, beneficiary or other successor in interest) shall receive the following benefits: (a) all of the unvested options and other outstanding stock awards, which are then held by Executive and that would have vested had Executive continued to serve as an executive of the Company for the greater of (i) the remainder of the Initial Term (if any) or (ii) the succeeding twelve (12) month period, shall immediately vest and become exercisable within five (5) days following the end of the Term, and there shall be no further vesting of those options or stock awards, notwithstanding any provision in any stock grant or stock agreement to the contrary. This acceleration will have no effect on any other provisions of the stock awards. (b) if Executive and/or his qualified beneficiaries under COBRA elect to continue coverage under the Company’s medical, dental, and vision insurance plans pursuant to COBRA, the Company will pay the applicable COBRA premiums for the succeeding eighteen (18) month period. (c) within ten (10) days following the end of the Term, a lump-sum payment equal to the greater of (i) the base salary and target bonus Executive could have earned had he remained employed through the remainder of the Initial Term, or if the term of the Agreement has been extended, for the remainder of the then applicable extension, or (ii) eight hundred thousand dollars ($800,000), less applicable tax deductions and withholdings.
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Termination on Account of Death or Permanent Disability 
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Related to Termination on Account of Death or Permanent Disability

  • Termination Upon Death or Permanent Disability This Agreement shall be automatically terminated on the death of Executive or on the permanent disability of Executive if Executive is no longer able to perform in all material respects the usual and customary duties of Executive’s employment hereunder. For purposes hereof, any condition which in reasonable likelihood is expected to impair Executive’s ability to materially perform Executive’s duties hereunder for a period of three months or more shall be considered to be permanent.

  • Termination on Death or Disability If the employment of the Executive is terminated due to the Executive’s death or Disability, the Company shall have no further liability or further obligation to the Executive except that the Company shall pay or provide to the Executive (or, if applicable, the Executive’s estate or designated beneficiaries under any Company-sponsored employee benefit plan in the event of his death) the following compensation and benefits: (i) The Accrued Obligations, at the times provided and subject to the conditions set forth in Section 8(a)(i) above; (ii) An amount equal to the Cash Bonus at the Target Percentage for which the Executive is eligible for the year in which the Executive’s death or Disability occurs, prorated for the portion of such year during which the Executive was employed by the Company prior to the Executive’s death or termination of employment due to Disability (less any payments in respect of such Cash Bonus related to that performance year received by the Executive during such year), such amount to be paid within thirty (30) days after the Executive’s death or such termination of employment due to Disability; (iii) Any and all outstanding Unvested Shares shall immediately vest and any restrictions thereon shall immediately lapse upon the Executive’s death or termination of employment due to Disability (the acceleration of any other equity incentives granted to the Executive under any equity incentive plan of the Guarantor in connection with the termination of the Executive’s employment due to death or Disability shall be governed by the applicable plan and related grant documents); and (iv) If the Executive is eligible for and elects to receive continued coverage under the Company’s medical and health benefits plan(s) in accordance with the provisions of COBRA for the Executive and, if applicable, the Executive’s eligible dependents, or if the Executive’s eligible dependents are eligible for such continued coverage due to the Executive’s death, then the Company shall reimburse the Executive or such dependents for a period of eighteen (18) months following the Executive’s termination of employment due to death or Disability (or, if less, for the period that the Executive or any such dependent is eligible for such COBRA continuation coverage) for the excess of (A) the amount that the Executive or any such dependent is required to pay monthly to maintain such continued coverage under COBRA, over (B) the amount that the Executive would have paid monthly to participate in the Company’s group health benefits plan(s) had the Executive continued to be an employee of the Company.

  • Death or Permanent Disability If Grantee shall die or become permanently disabled while employed by the Company or one of its affiliates, this Option shall expire one (1) year after the date of such death or permanent disability. During such period after death, Grantee's legal representative or representatives, or the person or persons entitled to do so under Grantee's last will and testament or under applicable interstate laws, shall have the right to exercise this Option as to only the number of shares to which Grantee was entitled to purchase on the date of his/her death.

  • Termination in the Event of Death or Disability This Agreement shall terminate in the event of death or disability of Executive. (a) In the event of Executive's death, Ceridian shall pay an amount equal to 12 months of Base Salary at the rate in effect at the time of Executive's death plus the amount Executive would have received in annual incentive plan bonus for the year in which the death occurs had "target" goals been achieved. Such amount shall be paid (1) to the beneficiary or beneficiaries designated in writing to Ceridian by Executive, (2) in the absence of such designation to the surviving spouse, or (3) if there is no surviving spouse, or such surviving spouse disclaims all or any part, then the full amount, or such disclaimed portion, shall be paid to the executor, administrator or other personal representative of Executive's estate. The amount shall be paid as a lump sum as soon as practicable following Ceridian's receipt of notice of Executive's death. All such payments shall be in addition to any payments due pursuant to Section 4.04(c) below. (b) In the event of Executive's disability, Base Salary shall be terminated as of the end of the month in which the last day of the six-month period of Executive's inability to perform his or her duties occurs. (c) In the event of termination by reason of Executive's death or disability, Ceridian shall pay to Executive any amount equal to (1) the amount Executive would have received in annual incentive plan bonus for the year in which termination occurs had "target" goals been achieved, multiplied by (2) a fraction, the numerator of which shall be the number of whole months Executive was employed in the year in which the death or disability occurred and the denominator of which is 12. The amount payable pursuant to this Section 4.04(c) shall be paid within 15 days after the date such bonus would have been paid had Executive remained employed for the full fiscal year.

  • Termination Upon Death or Disability If Executive dies during the Term, the obligations of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

  • 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.

  • Death or Disability The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

  • 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.

  • 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.

  • Death or Total Disability In the event of the death of the Executive during the Term, this Agreement shall terminate as of the date of the Executive's death. In the event of the Total Disability (as that term is defined below) of the Executive for sixty (60) days in the aggregate during any consecutive nine (9) month period during the Term, the Company shall have the right to terminate this Agreement by giving the Executive thirty (30) days' prior written notice thereof, and upon the expiration of such thirty (30) day period, the Executive's employment under this Agreement shall terminate. If the Executive shall resume his duties within thirty (30) days after receipt of such a notice of termination and continue to perform such duties for four (4) consecutive weeks thereafter, this Agreement shall continue in full force and effect, without any reduction in Base Salary and other benefits, and the notice of termination shall be considered null and void and of no effect. Upon termination of this Agreement under this Paragraph 7(a), the Company shall have no further obligations or liabilities under this Agreement, except to pay to the Executive's estate or the Executive, as the case may be, (i) the portion, if any, that remains unpaid of the Base Salary for the Year in which termination occurred, but in no event less than six (6) months' Base Salary; and (ii) the amount of any expenses reimbursable in accordance with Paragraph 4 above, and any automobile allowance due under Paragraph 5 above; and (iii) any amounts due under any Company benefit, welfare or pension plan. Except as otherwise provided by their terms, any stock options not vested at the time of the termination of this Agreement under this Paragraph 7(a) shall immediately become fully vested.

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