Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any 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), (B) a cash payment equal to (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply in accordance with its terms and (iii) the 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. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).
Appears in 4 contracts
Samples: Employment Agreement (Dividend Capital Trust Inc), Employment Agreement (Dividend Capital Trust Inc), Employment Agreement (Dividend Capital Trust Inc)
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 44.2. If the Executive becomes disabled “disabled” (defined for purposes of this Agreement, if Executive by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 at least 90 consecutive or non-consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executiveperiod), the Company shall have the right, to the extent permitted by lawlaw (including under the Americans with Disabilities Act), to terminate the employment of the Executive upon notice in writing to the Executive. Upon death or termination of employment due to death or disabilityby virtue of disability in accordance with this Section 4.2, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled have no right to receive any compensation or benefits hereunder on and after the effective date of the termination of employment other than:
(A) the Accrued Obligations, as set forth in Section 4.1;
(B) any Annual Salary and other benefits Bonus earned and accrued under this Agreement for the Contract Year prior to the date year of termination (and reimbursement under this Agreement for expenses incurred prior to but not yet paid, which shall be paid at the date of terminationsuch Annual Bonus would have been paid had Executive’s employment not been terminated (any such entitlement, including the payment date, an “Accrued Bonus”), ;
(BC) a cash payment equal to the prorated portion (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is based on the number of days complete months employed during the Contract Year) of the Annual Bonus that Executive would have received had his employment not been terminated (based on the actual level of achievement of the applicable performance goals) for the Contract Year in which Executive’s employment hereunder terminates, payable at such time as the year up Annual Bonus would have been paid had Executive’s employment not been terminated, provided, however, that Executive shall not receive the Pro-Rata Bonus if the Company does not pay bonuses to employees generally for such Contract Year (such entitlement, including the termination and payment date, a “Pro-Rata Bonus”);
(y) the denominator of which is 365, and (CD) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any each outstanding unvested restricted stock, stock options option or other equity award and other incentive award in VICI REIT or the Company that Executive had been granted and which Executive then continues to hold; and
(E) to the extent that any of Executive’s vested equity awardsawards are subject to a restriction on transfer within a specified period following vesting, (ii) Section 3.7 such restriction shall apply in accordance with its terms and (iii) be lifted as of the date of termination. 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. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).
Appears in 3 contracts
Samples: Employment Agreement (Vici Properties Inc.), Employment Agreement (Vici Properties Inc.), Employment Agreement (Vici Properties Inc.)
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive days or 270 non-consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executiveperiod, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any Annual Base 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), ; (Bii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive a cash single-sum payment equal to his Base Salary; (Iiii) without duplication of any amounts due under clauses (i) and (ii), the target Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive a single-sum payment equal to the value of the highest bonus for earned by the Executive in the one-year period preceding the date of termination termination, multiplied by (II) a fraction (x) the numerator of which is the number of days in the fiscal year up to preceding the termination and (y) the denominator of which is 365; (iv) health insurance benefits shall continue for the Executive (and/or his covered dependents, if applicable) for a period of six months; thereafter, Executive or his dependents shall be permitted to elect COBRA continuation coverage consistent with the applicable law; (v) all outstanding unvested equity-based awards held by the Executive shall fully vest and become immediately exercisable, as applicable, subject to the terms of such awards; (vi) the treatment of any performance-based long-term incentives shall be determined in the reasonable and good faith discretion of the Compensation Committee of the Board; and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply in accordance with its terms and (iiivii) the Executive (or, or the Executive’s estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms). By way of illustration Unless the payment is required to be delayed pursuant to Section 7.13(b) below, the cash amounts payable pursuant to clauses (but not limitationi), (ii) of the manner in which clause and (i)(Ciii) of the preceding sentence operates, if above shall be paid to the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and (or the Executive’s employment were to terminate estate or beneficiaries in the fourth year case of the vesting period due to death of the Executive) within 60 days following the date of his termination of employment on account of death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).
Appears in 3 contracts
Samples: Employment Agreement (Cca Industries Inc), Employment Agreement (Cca Industries Inc), Employment Agreement (Cca Industries Inc)
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executiveperiod, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any Annual Salary and other benefits actually 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) without duplication of any amounts due under clause (i), the Executive (Bor the Executive’s estate or beneficiaries in the case of the death of the Executive) a cash payment shall receive an amount equal to (I) the target bonus Annual Bonus that, in the absence of such termination, would have been payable for the fiscal year in which termination occurs, payable at such time as would have applied in the absence of termination such termination, with such amount to be multiplied by (II) a fraction (x) the numerator of which is the number of days in the fiscal year up to preceding the termination and (y) the denominator of which is 365, and ; (Ciii) elimination of any exclusively timeall outstanding unvested equity-based vesting conditions awards (but not performance conditionsincluding, which shall remain in effect) on any restricted stockwithout limitation, stock options and other equity restricted stock) held by the Executive shall fully vest and become immediately exercisable, as applicable, and subject to the terms of such awards, (ii) Section 3.7 shall apply in accordance with its terms ; and (iiiiv) the Executive (or, or the Executive’s estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms). By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance periodUpon any termination for Disability under this Section 4, the Executive shall promptly resign from all positions he then holds with the Company and any of its subsidiaries, including but not limited to any membership on the Board or his estate would be entitled to payments as though he had remained employed (and, if on the performance measures are not met at the end board of directors of any subsidiary of the five-year performance period, the award is thereupon forfeited)Company.
Appears in 3 contracts
Samples: Employment Agreement (Asset Capital Corporation, Inc.), Employment Agreement (Asset Capital Corporation, Inc.), Employment Agreement (Asset Capital Corporation, Inc.)
Termination Upon Death or Disability. If (a) Employee’s employment hereunder shall be terminated upon Employee’s death or Employee’s Disability. For purposes of this Section 11, “Disability” shall mean:
(i) Employee’s incapacity due to physical or mental illness to substantially perform his duties and the Executive dies during essential functions of his position, with or without reasonable accommodation, for a period of at least six consecutive (6) months, as determined by the TermBoard in its reasonable discretion; provided, however, that if Employee shall not agree with a determination to terminate his employment because of Disability, the Term question of Employee’s Disability shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect be subject to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion certification of a qualified physician chosen medical doctor agreed to by the Company and reasonably acceptable to Employee at the ExecutiveCompany’s expense; or
(ii) Employee has received benefits under the Company’s long-term disability plan for a period of six (6) consecutive months.
(iii) Notwithstanding the foregoing Section 11(a)(i) or (ii), in the Company event that as a result of absence because of mental and physical incapacity Employee incurs a “separation from service” as provided in Section 7 hereof, Employee shall have on such date automatically be terminated from employment because of Disability.
(b) Upon termination of employment under this Section 11, Employee or in the rightcase of Employee’s death, to Employee’s beneficiary, or if none, Employee’s estate, will receive the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the ExecutiveAccrued Benefits. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any 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), (B) a cash payment equal to (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply in accordance with its terms and (iii) the Executive (or11, in the case of his (i) Employee’s death, his estate Employee’s beneficiary, or if none, Employee’s estate, shall be entitled to the cash proceeds of the Life Insurance Benefit payable in a single lump sum payment within 30 days following Employee’s death; and beneficiaries(ii) Employee’s Disability, within 30 days following the Termination Date, the Company shall have no further rights transfer ownership of the Life Insurance Benefit to Employee, and Employee shall be responsible for any other compensation or benefits hereunder on or after future premium payments payable thereunder.
(c) Effective immediately prior to the termination of employmentEmployee’s employment in those circumstances described above in this Section 11, all outstanding unvested and/or unexercised equity awards held by Employee and previously granted to Employee pursuant to the Emergence Grants shall become 100% vested and 100% exercisable, as applicable, by Employee or any other rights hereunder. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operatesby Employee’s estate, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such periodas applicable, and remain exercisable until expiration of each such award under its original terms and shall be payable, as applicable, in accordance with the Executive’s employment were to terminate in the fourth year terms of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited)each such award.
Appears in 3 contracts
Samples: Executive Employment Agreement (Swift Energy Co), Executive Employment Agreement (Swift Energy Co), Executive Employment Agreement (Swift Energy Co)
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none apply, would have been so eligible under the most recent plan or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executivearrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate the Executive’s employment if, in the opinion of a qualified physician reasonably acceptable to the Company, it is reasonably certain that the Executive will be able to resume the Executive’s duties on a regular full-time basis within 90 days of the date the Executive receives notice of such termination. Upon death or other termination of employment due to death or by virtue of disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled have no right to receive (A) any compensation or benefit hereunder on and after the effective date of the termination of employment other than Annual Salary and other benefits (but excluding any bonuses except as provided in the Bonus Plan or in clause (ii) below) 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), ; (Bii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to a cash payment equal to the Executive’s Annual Salary (Ias in effect on the effective date of such termination) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of payable no later than 30 days in the year up to the termination and (y) the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply in accordance with its terms after such termination; and (iii) the Executive (or, in the case this Agreement shall otherwise terminate upon such death or other termination of his death, his estate employment and beneficiaries) there shall have be no further rights with respect to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate hereunder (except as provided in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeitedSection 7.14).
Appears in 3 contracts
Samples: Employment Agreement (Commercial Net Lease Realty Inc), Employment Agreement (Netreit), Employment Agreement (Netreit)
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company's long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executiveperiod, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any 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) without duplication of any amounts due under clause (i), the Executive (Bor the Executive's estate or beneficiaries in the case of the death of the Executive) a cash payment shall receive an amount equal to (I) the target annual bonus that, in the absence of such termination, would have been payable for the fiscal year in which termination occurs, payable at such time as would have applied in the absence of termination such termination, with such amount to be multiplied by (II) a fraction (x) the numerator of which is the number of days in the fiscal year up to preceding the termination and (y) the denominator of which is 365, and ; (Ciii) elimination of any exclusively timeall outstanding unvested equity-based vesting conditions awards (but not performance conditionsincluding, which shall remain in effect) on any restricted stockwithout limitation, stock options and other equity restricted stock) held by the Executive shall fully vest and become immediately exercisable, as applicable, and subject to the terms of such awards, (ii) Section 3.7 shall apply in accordance with its terms ; and (iiiiv) the Executive (or, or the Executive's estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunder. By way hereunder (but, for the avoidance of illustration (but not limitation) of doubt, shall receive such disability and death benefits as may be provided under the manner Company's plans and arrangements in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award accordance with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeitedtheir terms).
Appears in 3 contracts
Samples: Employment Agreement (Vintage Wine Trust Inc), Employment Agreement (Vintage Wine Trust Inc), Employment Agreement (Vintage Wine Trust Inc)
Termination Upon Death or Disability. If This Agreement shall terminate automatically upon Executive's death. This Agreement may be terminated by the Executive dies Company during the TermEmployment Term in case of Executive's permanent disability (defined as physical or mental inability, the Term shall terminate as of the date of deathconfirmed by a licensed physician, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously all of the duties assigned to him services described herein that continues for more than a period of 180 consecutive or non-consecutive days out of in any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive365-day period). Upon death or termination of employment due to death or disability, by virtue of disability during the Employment Term:
(i) the Company shall pay Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall be entitled a lump sum equal to receive (A) any Annual Salary annual salary and other benefits earned and accrued under this Agreement prior to the date of termination Termination Date (and reimbursement under this Agreement for expenses incurred prior to the date of terminationTermination Date), ;
(Bii) a cash payment the Company shall pay Executive an amount equal to (I) the target bonus Annual Bonus for the year of termination Termination Year multiplied by (II) a fraction (x) fraction, the numerator of which is the number of days elapsed in the year up to Termination Year through the termination Termination Date and (y) the denominator of which is 365the number of days in the Termination Year;
(iii) all outstanding unvested stock options, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, unvested equity-type interests shall vest and shall otherwise be exercisable for the greater of (ii1) Section 3.7 shall apply one year after the effective date of such termination or (2) in accordance with their terms (provided, however, that the Board, in its sole discretion, may extend such exercise period, forgive any authorized loan previously made to Executive to purchase any such stock, and/or modify any of the other terms and conditions of any such stock option, stock award or other equity-type award programs, on terms no less favorable to Executive than those provided for herein);
(iiiiv) any continued rights and benefits that Executive, or Executive's estate or other legal representatives, may have under employee benefit plans and programs of the Company upon such death or disability shall be determined in accordance with the terms and provisions of such plans and programs; 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 or granted hereunder on or after the termination of employment, or any other rights hereunder. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).
Appears in 3 contracts
Samples: Employment Agreement (Keystone Property Trust), Employment Agreement (Keystone Property Trust), Employment Agreement (Keystone Property Trust)
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the ExecutiveExecutive (the foregoing circumstance being referred to below as a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disabilityDisability during the Term, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any Annual Salary Salary, bonus 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), (Bii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) a cash payment equal to (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (CB) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effecteffect subject to the terms thereof) on any restricted stock, stock options and other equity awards; provided that, in the event of termination of employment due to Disability, the Executive will only be entitled to receive the payment and accelerated vesting set forth in this clause (ii) if the Executive executes and delivers to the Company a general release in a form reasonably acceptable to the Company, which does not require the release of any payment rights under this Section 3.7 4 or under Section 3.8, within thirty (30) days following such termination and such release becomes irrevocable at the earliest possible time under applicable law following such execution and delivery, (iii) Section 3.8 shall apply in accordance with its terms and (iiiiv) the 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. By way of illustration (but not limitation) of the manner in which clause (i)(Cii)(B) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disabilityDisability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited). Any payments that the Executive is entitled to receive pursuant to clause (i) of the third sentence of this Section 4 shall be made by the Company in a single lump sum within five (5) days after termination of employment due to death or Disability. Any payment or acceleration of vesting that the Executive is entitled to receive pursuant to clause (ii) of the third sentence of this Section 4 shall be made by the Company in a single lump sum or occur, respectively, upon the 45th day after termination of employment due to death or Disability.
Appears in 3 contracts
Samples: Employment Agreement (DCT Industrial Trust Inc.), Employment Agreement (DCT Industrial Trust Inc.), Employment Agreement (DCT Industrial Trust Inc.)
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue for purposes of ill health or other the long-term disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out plan of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to for which the ExecutiveExecutive is eligible, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any 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), (B) a cash payment equal to (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, ; (ii) Section 3.7 the Executive shall apply have a non-forfeitable right to, and shall be entitled to receive, the consideration payable to the Executive under the Merger Agreement with respect to which the Executive's rights were not vested at Closing (as defined in accordance with its terms the Merger Agreement) and which has not yet been paid as of the date of termination; (iii) the Executive (or the Executive's estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive all payments that he would have received under the Company's Milestone Incentive Plan if he had remained employed through the Performance Period (as defined in the Milestone Incentive Plan) and (iiiiv) the 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. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long hereunder except as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited)required by law.
Appears in 3 contracts
Samples: Employment Agreement (Unisphere Solutions Inc), Employment Agreement (Unisphere Networks Inc), Employment Agreement (Unisphere Solutions Inc)
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executiveperiod, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any Annual Base 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), ; (Bii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive a cash single-sum payment equal to (I) the target bonus value of his Base Salary that would have been paid to him for the remainder of the year in which the termination occurs; (iii) without duplication of termination any amounts due under clauses (i) and (ii), the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive a single-sum payment equal to the value of the highest bonus earned by the Executive in the one year period preceding the date of termination, multiplied by (II) a fraction (x) the numerator of which is the number of days in the fiscal year up to preceding the termination and (y) the denominator of which is 365; (iv) all outstanding unvested equity-based awards held by the Executive shall fully vest and become immediately exercisable, as applicable, subject to the terms of such awards; and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply in accordance with its terms and (iiiv) the Executive (or, or the Executive’s estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms). By way of illustration Unless the payment is required to be delayed pursuant to Section 7.14(b) below, the cash amounts payable pursuant to clauses (but not limitationi), (ii) of the manner in which clause and (i)(Ciii) of the preceding sentence operates, if above shall be paid to the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and (or the Executive’s employment were to terminate estate or beneficiaries in the fourth year case of the vesting period due to death of the Executive) within 60 days following the date of his termination of employment on account of death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).
Appears in 3 contracts
Samples: Employment Agreement (COHEN & Co INC.), Employment Agreement (COHEN & Co INC.), Employment Agreement (COHEN & Co INC.)
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company's long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-non- consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executiveperiod, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any 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) without duplication of any amounts due under clause (i), the Executive (Bor the Executive's estate or beneficiaries in the case of the death of the Executive) a cash payment shall receive an amount equal to (I) the target annual bonus that, in the absence of such termination, would have been payable for the fiscal year in which termination occurs, payable at such time as would have applied in the absence of termination such termination, with such amount to be multiplied by (II) a fraction (x) the numerator of which is the number of days in the fiscal year up to preceding the termination and (y) the denominator of which is 365, and ; (Ciii) elimination of any exclusively timeall outstanding unvested equity-based vesting conditions awards (but not performance conditionsincluding, which shall remain in effect) on any restricted stockwithout limitation, stock options and other equity restricted stock) held by the Executive shall fully vest and become immediately exercisable, as applicable, and subject to the terms of such awards, (ii) Section 3.7 shall apply in accordance with its terms ; and (iiiiv) the Executive (or, or the Executive's estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunder. By way hereunder (but, for the avoidance of illustration (but not limitation) of doubt, shall receive such disability and death benefits as may be provided under the manner Company's plans and arrangements in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award accordance with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeitedtheir terms).
Appears in 2 contracts
Samples: Employment Agreement (Vintage Wine Trust Inc), Employment Agreement (Vintage Wine Trust Inc)
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executiveperiod, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any 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) subject to Section 5.2(c), for a period of three years after termination of employment, the Executive (Bif applicable), and in the event of his death, his spouse (or life partner) a cash payment and his dependents, shall receive such continuing coverage under the group health plans they would have received under this Agreement (but at such costs no higher than as in effect immediately preceding such termination) as would have applied in the absence of such termination; (iii) without duplication of any amounts due under clause (i), the Executive shall receive an amount equal to (I) the target annual bonus that, in the absence of such termination, would have been payable for the fiscal year in which termination occurs, payable at such time as would have applied in the absence of termination such termination, with such amount to be multiplied by (II) a fraction (x) the numerator of which is the number of days in the fiscal year up to preceding the termination and (y) the denominator of which is 365, and ; (Civ) elimination of any exclusively timeall outstanding unvested equity-based vesting conditions awards (but not performance conditions, which shall remain in effect) on any restricted stock, including stock options and other equity awards, (ii) Section 3.7 shall apply in accordance with its terms and (iii) the 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. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).restricted
Appears in 2 contracts
Samples: Employment Agreement (Bimini Mortgage Management Inc), Employment Agreement (Bimini Mortgage Management Inc)
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of the Executive’s death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 45. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executiveperiod, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive, and the obligations of the Company to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 5. Upon termination of employment due to the Executive’s death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (Ai) any Annual Salary and other benefits actually earned and accrued under this Agreement prior to the date of termination; (ii) any amount earned and accrued, but not yet paid, prior to the date of termination under any bonus, equity or long term incentive plan of the Company then in effect (inclusive of full and nonforfeitable vesting of any and all equity, performance-based, or long-term incentive awards, including but not limited to the restricted stock units awarded to the Executive by the Company on February 20, 2008), and (iii) reimbursement under this Agreement for expenses incurred prior to the date of termination), . For purposes of clauses (Bi) a cash payment equal to (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply above, the parties understand and agree that, to the extent any approved performance bonus plan, program or arrangement in accordance with its terms and (iii) the which Executive (oris a participant specifies a performance period or performance goals that have not yet been completed or achieved, in as the case of his deathmay be, 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. By way of illustration (but not limitation) as of the manner in which clause (i)(C) date of the preceding sentence operatestermination, if the no bonus, whether pro rata or otherwise, shall not be deemed to be earned and accrued by Executive were to hold an equity award with a five-year performance-based vesting conditionunder such performance bonus plan, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death program or disability, then, so long as the performance measures are met at the end of the five-year performance periodarrangement. Upon any termination under this Section 5, the Executive or his estate would shall be entitled deemed to payments as though have resigned from all positions he had remained employed (and, if then holds with the performance measures are not met at the end Company and any of the five-year performance period, the award is thereupon forfeited)its subsidiaries.
Appears in 2 contracts
Samples: Employment Agreement (Friedman Billings Ramsey Group Inc), Employment Agreement (FBR Capital Markets Corp)
Termination Upon Death or Disability. If the Executive dies during the Employment Term, the Employment Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 47.1. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the ExecutiveDisabled (as defined below), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination For purposes of employment this Agreement, the Executive will only be considered “Disabled” if the Executive is unable by reason of accident or illness (including mental illness) to perform essential job functions of his position for more than 180 consecutive days with reasonable accommodation that does not cause undue hardship. “Disability” will be determined by a physician reasonably acceptable to the Company and Executive or his legal representatives. If the Executive is terminated due to death or disabilityby reason of becoming Disabled, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination of employment, (and B) reimbursement under this Agreement for expenses incurred prior to the termination of employment; (C) payment for any earned but unused vacation days, (D) any other amounts to which Executive is legally entitled to as of the date of terminationhis termination (the amounts in clauses (A) through and including (D) being the “Accrued Amounts”), (B) a cash payment equal to (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (CE) elimination any outstanding options held by Executive to the extent vested as of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply the date of such termination may be exercised by Executive or Executive’s estate for a period of one year following termination of employment in accordance with its terms this Section 7.1, and (iiiii) the 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. By way of illustration Any payments made pursuant to this Section 7.1 shall be made within thirty (but not limitation30) days of the manner in which clause (i)(C) termination of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in with the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited)Company.
Appears in 2 contracts
Samples: Employment Agreement, Employment Agreement (Veritone, Inc.)
Termination Upon Death or Disability. If Executive’s employment and the Employment Period are terminated because of the death or disability of Executive, Company shall, subject to Section 7.14, be obligated to pay Executive dies during the Termor, if applicable, Executive’s estate, the Term Accrued Amounts in lump sum form immediately on the Termination Date; provided, however, that payments for any unreimbursed expenses may be paid within ten (10) days after the Termination Date if the additional time is reasonably required to calculate those amounts. In addition, subject to Section 4.7 below, Company shall, subject to Section 7.14, be obligated to pay Executive or Executive’s estate (or provide Executive or Executive’s estate with) the following benefits as severance:
(i) At all times throughout Executive’s employment with the Company, Company shall terminate as pay the premiums for a term life insurance policy with a death benefit of no less than Two Hundred Fifty Thousand Dollars ($250,000). Executive shall be the named insured and shall be the sole owner of the date of death, and the obligations of the Company under this Agreement to or with respect to the policy. Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive, the Company shall have the right, sole right to name all beneficiaries to the extent permitted policy in his sole discretion. In the event that Executive’s employment with the Company terminates for any reason other than his death, Executive shall have the right to maintain the term life insurance policy at his sole expense. ; and
(ii) if the Executive and/or his dependents timely and properly elects continuation coverage under COBRA, Company shall reimburse Executive and/or Executive’s dependents for the monthly COBRA premium paid by lawExecutive and/or his dependents, and such reimbursement shall be paid to terminate Executive and/or Executive’s dependents on the employment 1st day of the month immediately following the month in which Executive upon notice and/or Executive’s dependents timely remits the premium payment; provided that Executive and/or Executive’s dependents shall be eligible to receive such reimbursement until the earliest of (A) nine (9) month anniversary of the Termination Date; and (B) the date on which Executive becomes eligible to enroll in writing comparable coverage with another employer; and
(iii) fifty percent (50%) of all options granted under the Initial Equity Award or any Subsequent Equity Award and all other equity awards that otherwise were unvested at the time of the Termination Date shall immediately and fully accelerate and shall be deemed to be fully vested. In addition, Executive or Executive’s estate shall have the Executive. Upon termination right to exercise any such option up until the earlier of employment due to death or disability, (i) the date that the option otherwise would have expired had Executive remained employed with Company; or (or the Executive’s estate or beneficiaries in the case of the death of the Executiveii) shall be entitled to receive seven (A7) any Annual Salary and other benefits earned and accrued under this Agreement prior to years from the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), (B) a cash payment equal to (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply in accordance with its terms and (iii) the 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. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).
Appears in 2 contracts
Samples: Employment Agreement (Summit Healthcare REIT, Inc), Employment Agreement (Summit Healthcare REIT, Inc)
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executiveperiod, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive services arrangement hereunder upon notice in writing to the Executive. Upon termination of employment the services arrangement hereunder due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any Annual Salary Guaranteed Payment and other benefits (including any allocations for a fiscal year completed before termination of this Agreement and the services arrangement hereunder but not yet paid (the “Prior Year Allocations”)) earned and accrued under this Agreement prior to the date of termination, as well as any allocations (the “Partial Year Allocations”) under Sections 3.2 and 3.3 of this Agreement for any portion of a fiscal year completed before termination and earned and accrued but not yet paid under this Agreement prior to the termination of the services arrangement hereunder (and reimbursement under this Agreement for expenses actually incurred prior to the date termination of terminationthis Agreement and the services arrangement hereunder), ; (Bii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive a cash single-sum payment equal to the Guaranteed Payments that would have been paid to him for the remainder of the year in which the termination occurs; (Iiii) the target bonus for Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive a single-sum payment equal to the sum of (x) the Initial Annual Allocation and (y) the Supplemental Annual Allocation earned by the Executive, if any, in the fiscal year preceding the date of termination (which amount shall be annualized to the extent the termination occurs prior to the completion of a full fiscal year) multiplied by (II) a fraction (x) the numerator of which is the number of days in the fiscal year up to preceding the termination and (y) the denominator of which is 365, 365 and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply in accordance with its terms and (iiiiv) the Executive (or, or the Executive’s estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms). By way of illustration Unless the payment is required to be delayed pursuant to Section 7.14(b) below, the cash amounts payable pursuant to clauses (but not limitationi), (ii) of the manner in which clause and (i)(Ciii) of the preceding sentence operates, if above shall be paid to the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and (or the Executive’s employment were to terminate estate or beneficiaries in the fourth year case of the vesting period due to death of the Executive) within 60 days following the date of his termination of the services arrangement hereunder on account of death or disability. Other than the Partial Year Allocations and Prior Year Allocations, then, so long as all payments under this Section 4 shall be considered a guaranteed payment from the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited)Company.
Appears in 2 contracts
Samples: Executive Agreement, Executive Agreement (Institutional Financial Markets, Inc.)
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none apply, would have been so eligible under the most recent plan or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executivearrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate the Executive’s employment if, in the opinion of a qualified physician reasonably acceptable to the Company, it is reasonably certain that the Executive will be able to resume the Executive’s duties on a regular full-time basis within ninety (90) days of the date the Executive receives notice of such termination. Upon death or other termination of employment due to death or by virtue of disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled have no right to receive (A) any compensation or benefit hereunder on and after the effective date of the termination of employment other than Annual Salary and other benefits (but excluding any bonuses except as provided in the Bonus Plan or in clause (ii) below) 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), ; (Bii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to a cash payment equal to the Executive’s Annual Salary (Ias in effect on the effective date of such termination) the target bonus for the year of termination multiplied by payable no later than thirty (II30) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply in accordance with its terms after such termination; and (iii) the Executive (or, in the case this Agreement shall otherwise terminate upon such death or other termination of his death, his estate employment and beneficiaries) there shall have be no further rights with respect to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate hereunder (except as provided in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeitedSection 7.14).
Appears in 2 contracts
Samples: Employment Agreement (Commercial Net Lease Realty Inc), Employment Agreement (Commercial Net Lease Realty Inc)
Termination Upon Death or Disability. If the Executive dies during the ------------------------------------ Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue for purposes of ill health or other the long-term disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out plan of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to for which the ExecutiveExecutive is eligible, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (Ai) any Annual Salary and other benefits earned and accrued under this Agreement but unpaid prior to the termination of the Executive's employment, (ii) a pro-rata payment of the Executive's target annual bonus through the date of the termination of the Executive's employment due to death or disability, (iii) payment in respect of accrued but unused vacation time prior to the termination of the Executive's employment and (iv) reimbursement under this Agreement for expenses properly incurred prior to the date termination of termination)the Executive's employment. In addition, upon a termination due to death or disability, the Executive shall receive (Bi) a cash payment equal to (I) payment, at the target bonus for time awards under the year MRP are otherwise paid, of termination multiplied by (II) a fraction (x) 100% of the numerator of which is the number of days in the year up MRP award, to the termination and (y) the denominator of which is 365extent not previously paid, and (Cii) elimination payment, at the time the next installment award would otherwise have been paid under the DRP, of any exclusively time-based vesting conditions (but not performance conditionsthe next installment award under the DRP, which shall remain will be determined with individual performance targets treated as if they were fully achieved and based on corporate performance targets actually achieved in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply in accordance with its terms and (iii) the respect of that award. The 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. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long hereunder except as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited)required by law.
Appears in 2 contracts
Samples: Employment Agreement (Efficient Networks Inc), Employment Agreement (Efficient Networks Inc)
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executiveperiod, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any 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), ; (Bii) a cash payment the Executive shall be entitled to receive an amount equal to (I) the target bonus his Annual Salary for the remainder of the year in which such termination occurs; (iii) without duplication of any amounts due under clauses (i) and (ii), the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive an amount equal to the annual bonus that, in the absence of such termination, would have been payable for the fiscal year in which termination occurs, payable at such time as would have applied in the absence of such termination, with such amount to be multiplied by (II) a fraction (x) the numerator of which is the number of days in the fiscal year up to preceding the termination and (y) the denominator of which is 365; (iv) all outstanding unvested equity-based awards pursuant to the Plan held by the Executive shall fully vest and become immediately exercisable, as applicable, and (C) elimination subject to the terms of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity such awards, (ii) Section 3.7 shall apply in accordance with its terms ; and (iiiv) the Executive (or, or the Executive’s estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunder. By way hereunder (but, for the avoidance of illustration (but not limitation) of doubt, shall receive such disability and death benefits as may be provided under the manner Company’s plans and arrangements in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award accordance with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeitedtheir terms).
Appears in 2 contracts
Samples: Employment Agreement (Rait Investment Trust), Employment Agreement (Rait Investment Trust)
Termination Upon Death or Disability. If the Executive Employee dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive Employee shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled Employee by virtue of ill health or other physical or mental disability and is unable to perform substantially and continuously any material portion of the duties assigned to him for more than 180 consecutive or non-consecutive ninety (90) days out of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executiveaggregate during any twelve (12) month period, or for any sixty (60) consecutive days, the Company shall have the right, to the extent permitted by law, right to terminate the employment of the Executive Employee upon notice in writing to the ExecutiveEmployee; provided that (i) after receipt of notice from the Company, the Employee shall have the right within ten (10) days after such notice to dispute the Company's ability to terminate him under this Section 4, (ii) within ten (10) days after exercising such right he shall submit to a physical examination by the Chief of Medicine of any major hospital in the metropolitan Columbus, Ohio area, and (iii) unless such physician shall issue his written statement to the effect that in his opinion, based on his diagnosis, the Employee is capable of resuming his employment and devoting his full time and energy to discharging his duties within ten (10) days after the date of such statement the Company shall have the right to terminate the Employee under this Section 4 without further dispute. Upon termination of employment due to death or disabilityunder this Section 4, (i) the Executive Employee (or the Executive’s Employee's estate or beneficiaries in the case of the death of the ExecutiveEmployee) shall be entitled to receive (A) any Annual Salary Salary, Annual Bonus and other benefits earned and accrued under this Agreement, and reimbursement under this Agreement for expenses incurred, prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to these purposes, if such termination occurs during a fiscal year, the date of termination), (B) a cash payment equal to (I) the target bonus Annual Bonus for the such fiscal year of termination multiplied by (II) a fraction (x) the numerator of which is shall be prorated based upon the number of days in the such fiscal year up to the which elapsed before such termination and (y) shall be paid at the denominator of which is 365time provided for in Section 3.4); thereafter, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply in accordance with its terms and (iii) the Executive (or, in the case of his death, his estate and beneficiaries) Company shall have no further rights liability to the Employee. No provision of this Agreement shall limit any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. By way of illustration (but not limitation) of the manner in which clause Employee's (i)(Cor his beneficiaries') rights under any insurance, pension or other benefit programs of the preceding sentence operates, if Company for which the Executive were to hold an equity award with a five-year performance-based vesting condition, where Employee shall be eligible at the Executive would also need to remain employed during time of such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).
Appears in 2 contracts
Samples: Employment Agreement (Mazel Stores Inc), Employment Agreement (Mazel Stores Inc)
Termination Upon Death or Disability. If the Executive dies during the Term, the Term this Agreement shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executiveperiod, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any 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) without duplication of any amounts due under clause (i), the Executive (Bor the Executive’s estate or beneficiaries in the case of the death of the Executive) a cash payment shall receive an amount equal to (I) the target annual bonus that, in the absence of such termination, would have been payable for the fiscal year in which termination occurs, payable at such time as would have applied in the absence of termination such termination, with such amount to be multiplied by (II) a fraction (x) the numerator of which is the number of days in the fiscal year up to preceding the termination and (y) the denominator of which is 365; (iii) all outstanding unvested equity-based awards (including, without limitation, stock options, LTIP units and restricted stock) held by or granted to the Executive shall fully vest and become immediately exercisable, as applicable, and (C) elimination subject to the terms of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity such awards, (ii) Section 3.7 shall apply in accordance with its terms ; and (iiiiv) the Executive (or, or the Executive’s estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunder. By way hereunder (but, for the avoidance of illustration (but not limitation) of doubt, shall receive such disability and death benefits as may be provided under the manner Company’s plans and arrangements in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award accordance with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeitedtheir terms).
Appears in 2 contracts
Samples: Employment Agreement (Midlantic Office Trust, Inc.), Employment Agreement (Midlantic Office Trust, Inc.)
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement Employer to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled for purposes of the long-term disability plan of the Employer for which the Executive is eligible, or, in the event that there is no such plan, if the Executive by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him her for more than 180 consecutive or non-consecutive days out of any consecutive 12 12-month period in period, then the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive, the Company Employer shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any 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), (B) including, but not limited to a cash payment equal to (I) the target bonus pro-rata Bonus for the year of termination multiplied by (IIwhich in no event shall be less than a similar pro-rata portion of the Executive’s bonus for the preceding year) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, be paid at such time as Bonuses are ordinarily paid; (ii) Section 3.7 in the case of termination due to disability, the Executive shall apply in accordance with its terms and be entitled to receive her Annual Salary for twelve (12) months following such termination less any amounts for which Executive is eligible to receive from long term disability insurance benefits under disability coverage furnished by the Employer to the Executive during such twelve (12) month period; (iii) the Executive (or, in the case of his her death, his her spouse and/or dependents) shall continue to receive all applicable benefits elected by Executive for which she received reimbursement for pursuant to Section 3.4 herein for a period of twelve (12) months following such termination and Company shall continue to pay for the foregoing in accordance with Section 3.4 herein as if no such termination had occurred; and (iv) the Executive (or, in the case of her death, her 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. By way of illustration (but not limitation) , except as otherwise provided in the plans and policies of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited)Employer.
Appears in 2 contracts
Samples: Employment Agreement (LOCAL.COM), Employment Agreement (LOCAL.COM)
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement Employer to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled for purposes of the long-term disability plan of the Employer for which the Executive is eligible, or, in the event that there is no such plan, if the Executive by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 12-month period in period, then the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive, the Company Employer shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any 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), (B) including, but not limited to a cash payment equal to (I) the target bonus pro-rata Bonus for the year of termination multiplied by (IIwhich in no event shall be less than a similar pro-rata portion of the Executive’s bonus for the preceding year) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, be paid at such time as Bonuses are ordinarily paid; (ii) in the case of termination due to disability, the Executive shall be entitled to receive his Annual Salary paid over twelve (12) months following such termination less any amounts for which Executive is eligible to receive from long term disability insurance benefits under disability coverage furnished by the Employer to the Executive during such twelve (12) month period; (iii) the Executive (or, in the case of his death, his spouse and/or dependents) shall continue to receive all applicable benefits elected by Executive for which he received reimbursement for pursuant to Section 3.7 3.4 herein for a period of twelve (12) months following such termination and Company shall apply continue to pay for the foregoing in accordance with its terms Section 3.4 herein as if no such termination had occurred; and (iiiiv) the 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. By way of illustration (but not limitation) , except as otherwise provided in the plans and policies of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited)Employer.
Appears in 2 contracts
Samples: Employment Agreement (LOCAL.COM), Employment Agreement (LOCAL.COM)
Termination Upon Death or Disability. If the Executive dies during the ------------------------------------ Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue for purposes of ill health or other the long-term disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out plan of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to or its affiliates for which the ExecutiveExecutive is eligible, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (Ai) any Annual Salary and other benefits earned and accrued under this Agreement but unpaid prior to the termination of the Executive's employment, (ii) a pro-rata payment of the Executive's target annual bonus through the date of the termination of the Executive's employment due to death or disability, (iii) payment in respect of accrued but unused vacation time prior to the termination of the Executive's employment and (iv) reimbursement under this Agreement for expenses properly incurred prior to the date termination of termination)the Executive's employment. In addition, upon a termination due to death or disability, the Executive shall receive (Bi) a cash payment equal to (I) payment, at the target bonus for time awards under the year MRP are otherwise paid, of termination multiplied by (II) a fraction (x) 100% of the numerator of which is the number of days in the year up MRP award, to the termination and (y) the denominator of which is 365extent not previously paid, and (Cii) elimination payment, at the time the next installment award would otherwise have been paid under the DRP, of any exclusively time-based vesting conditions (but not performance conditionsthe next installment award under the DRP, which will be determined with individual performance targets treated as if they were fully achieved and based on corporate performance targets actually achieved in respect of that award. The Executive shall remain also continue to receive payments in effect) on any restricted stockrespect of those options that were not vested as of immediately prior to the Effective Time but which have an exercise price that is less than the Per Share Amount (as defined in the Merger Agreement), stock options and other equity awards, (ii) Section 3.7 shall apply at the time such payments would otherwise have been made in accordance with its terms and (iii) the vesting schedule set forth in such option agreements. The 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. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long hereunder except as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited)required by law.
Appears in 2 contracts
Samples: Employment Agreement (Siemens Aktiengesellschaft/Adr), Employment Agreement (Efficient Networks Inc)
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement Employer to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled for purposes of the long-term disability plan of the Employer for which the Executive is eligible, or, in the event that there is no such plan, if the Executive by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 12-month period in period, then the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive, the Company Employer shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any 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), (B) including, but not limited to a cash payment equal to (I) the target bonus pro-rata Bonus for the year of termination multiplied by (IIwhich in no event shall be less than a similar pro-rata portion of the Executive’s bonus for the preceding year) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, be paid at such time as Bonuses are ordinarily paid; (ii) in the case of termination due to disability, the Executive shall be entitled to receive his Annual Salary for six (6) months following such termination less any amounts for which Executive is eligible to receive from long term disability insurance benefits under disability coverage furnished by the Employer to the Executive during such six (6) month period; (iii) the Executive (or, in the case of his death, his spouse and/or dependents) shall continue to receive all applicable benefits elected by Executive for which he received reimbursement for pursuant to Section 3.7 3.4 herein for a period of six (6) months following such termination and Company shall apply continue to pay for the foregoing in accordance with its terms Section 3.4 herein as if no such termination had occurred; and (iiiiv) the 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. By way of illustration (but not limitation) , except as otherwise provided in the plans and policies of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited)Employer.
Appears in 2 contracts
Samples: Employment Agreement (LOCAL.COM), Employment Agreement (LOCAL.COM)
Termination Upon Death or Disability. If the Executive dies If, during the Term, Employment Period (but not following the Term shall terminate as expiration of the date of deathEmployment Period), and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and Officer’s employment is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment terminated due to his death or disabilityDisability, (i) the Executive Officer (or the ExecutiveOfficer’s estate or beneficiaries in the case of the death of the Executiveestate) shall be entitled to receive the benefits provided below (A) any Annual Salary in addition to the payments and entitlements in Section 4(a)), subject to tax withholding and other benefits earned and accrued under this Agreement prior to the date of termination authorized deductions:
(and reimbursement under this Agreement for expenses incurred prior to the date of terminationi) Corporation shall pay Officer (or Officer’s estate), (B) at the time specified in Section 4(e), a lump sum cash payment amount equal to (I) the target bonus Officer’s Target Bonus for the year in which the Date of termination multiplied by (II) a fraction (x) the numerator of which is Termination occurs, pro-rated based on the number of days in such year that had elapsed as of the year up Date of Termination.
(ii) Officer (or Officer’s estate) shall be entitled to accelerated vesting as of the Date of Termination of any then-outstanding awards granted to Officer under Corporation’s stock and other equity and long-term incentive plans (to the termination extent such awards have not previously become vested). Any stock options that are then vested (including any that become vested pursuant to the preceding sentence) and that are granted to Officer on or after the Effective Date shall, notwithstanding any provision of any applicable plan or award agreement, remain exercisable until the later of (x) three (3) years after the Date of Termination or (y) the denominator date specified in the applicable plan or award agreement; provided in no event shall any stock option be exercisable beyond its original expiration date. Notwithstanding the foregoing two sentences, any equity-based awards that are subject to forfeiture and/or vesting requirements based on the satisfaction of which is 365performance-based criteria, and (C) elimination to the extent that such awards are outstanding as of the Date of Termination, shall continue to be governed by the provisions of the applicable award agreement in the circumstances; provided, however, that to the extent that any exclusively such then-outstanding equity-based awards are subject to forfeiture and/or vesting requirements based on the passage of time, such awards shall be fully accelerated with respect to such time-based forfeiture and/or vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply in accordance with its terms and provisions.
(iii) the Executive (or, in the case of Officer and his death, his estate and beneficiaries) family members shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments continuation of medical and dental benefits on the same basis as though he had remained employed (andprovided in Section 4(b)(iii), if except the performance measures are not met at maximum time period for such coverage shall be one year following the end Date of the five-year performance period, the award is thereupon forfeited)Termination.
Appears in 2 contracts
Samples: Employment Agreement (Health Care Property Investors Inc), Employment Agreement (Hcp, Inc.)
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 44.2. If the Executive becomes disabled “disabled” (defined for purposes of this Agreement, if Executive by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 at least 90 consecutive or non-consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executiveperiod), the Company shall have the right, to the extent permitted by lawlaw (including under the Americans with Disabilities Act), to terminate the employment of the Executive upon notice in writing to the Executive. Upon death or termination of employment due to death or disabilityby virtue of disability in accordance with this Section 4.2, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled have no right to receive any compensation or benefits hereunder on and after the effective date of the termination of employment other than:
(A) the Accrued Obligations, as set forth in Section 4.1;
(B) any Annual Salary and other benefits Bonus earned and accrued under this Agreement for the Contract Year prior to the date year of termination (and reimbursement under this Agreement for expenses incurred prior to but not yet paid, which shall be paid at the date of terminationsuch Annual Bonus would have been paid had Executive’s employment not been terminated (any such entitlement, including the payment date, an “Accrued Bonus”), ;
(BC) a cash payment equal to the prorated portion (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is based on the number of days complete months employed during the Contract Year) of the Annual Bonus that Executive would have received had his employment not been terminated (based on the actual level of achievement of the applicable performance goals) for the Contract Year in which Executive’s employment hereunder terminates, payable at such time as the year up Annual Bonus would have been paid had Executive’s employment not been terminated, provided, however, that Executive shall not receive the Pro-Rata Bonus if the Company does not pay bonuses to employees generally for such Contract Year (such entitlement, including the termination and payment date, a “Pro-Rata Bonus”);
(y) the denominator of which is 365, and (CD) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any each outstanding unvested restricted stock, stock options option or other equity award and other incentive award in the Company that Executive had been granted and which Executive then continues to hold;
(E) to the extent the Initial Bonus or First Anniversary Bonus has not previously been paid, payment of such bonuses on the sixtieth day following the date of termination and, to the extent the Initial Equity Grant has not yet been issued, the Initial Equity Grant shall be granted and shall be deemed fully vested as of the date of grant; and
(F) to the extent that any of Executive’s vested equity awardsawards are subject to a restriction on sale within a specified period following vesting, (ii) Section 3.7 such restriction shall apply in accordance with its terms and (iii) be lifted as of the date of termination. 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. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).
Appears in 1 contract
Termination Upon Death or Disability. If Executive’s employment and the Employment Period are terminated because of the death or disability of Executive, Company shall, subject to Section 7.14, be obligated to pay Executive dies during the Termor, if applicable, Executive’s estate, the Term Accrued Amounts in lump sum form immediately on the Termination Date; provided, however, that payments for any unreimbursed expenses may be paid within ten (10) days after the Termination Date if the additional time is reasonably required to calculate those amounts. In addition, subject to Section 4.7 below, Company shall, subject to Section 7.14, be obligated to pay Executive or Executive’s estate (or provide Executive or Executive’s estate with) the following benefits as severance:
(i) At all times throughout Executive’s employment with the Company, Company shall terminate as pay the premiums for a term life insurance policy with a death benefit of no less than Five Hundred Thousand Dollars ($500,000). Executive shall be the named insured and shall be the sole owner of the date of death, and the obligations of the Company under this Agreement to or with respect to the policy. Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive, the Company shall have the right, sole right to name all beneficiaries to the extent permitted policy in his sole discretion. In the event that Executive’s employment with the Company terminates for any reason other than his death, Executive shall have the right to maintain the term life insurance policy at his sole expense. ; and
(ii) if the Executive and/or his dependents timely and properly elects continuation coverage under COBRA, Company shall reimburse Executive and/or Executive’s dependents for the monthly COBRA premium paid by lawExecutive and/or his dependents, and such reimbursement shall be paid to terminate Executive and/or Executive’s dependents on the employment 1st day of the month immediately following the month in which Executive upon notice and/or Executive’s dependents timely remits the premium payment; provided that Executive and/or Executive’s dependents shall be eligible to receive such reimbursement until the earliest of (A) nine (9) month anniversary of the Termination Date; and (B) the date on which Executive becomes eligible to enroll in writing comparable coverage with another employer; and
(iii) fifty percent (50%) of all options granted under the Initial Equity Award or any Subsequent Equity Award and all other equity awards that otherwise were unvested at the time of the Termination Date shall immediately and fully accelerate and shall be deemed to be fully vested. In addition, Executive or Executive’s estate shall have the Executive. Upon termination right to exercise any such option up until the earlier of employment due to death or disability, (i) the date that the option otherwise would have expired had Executive remained employed with Company; or (or the Executive’s estate or beneficiaries in the case of the death of the Executiveii) shall be entitled to receive seven (A7) any Annual Salary and other benefits earned and accrued under this Agreement prior to years from the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), (B) a cash payment equal to (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply in accordance with its terms and (iii) the 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. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).
Appears in 1 contract
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company's long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive days or 270 non-consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executiveperiod, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any Annual Base 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), (B) a cash payment equal to (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, ; (ii) Section 3.7 the Compensation Committee of the Board may, in its discretion, determine to pay a single-sum payment to the Executive (or the Executive's estate or beneficiaries in the case of the death of the Executive) in an amount, if any, to be determined by the Compensation Committee not to exceed the Executive’s then current Base Salary; (iii) health insurance benefits shall apply continue for the Executive (and/or his covered dependents, if applicable) for a period of six months; thereafter, Executive or his dependents shall be permitted to elect COBRA continuation coverage consistent with the applicable law; (iv) all outstanding unvested equity-based awards held by the Executive shall fully vest and become immediately exercisable, as applicable, subject to the terms of such awards; (v) the treatment of any performance-based long-term incentives shall be determined in accordance with its terms the reasonable and good faith discretion of the Compensation Committee of the Board; and (iiivi) the Executive (or, or the Executive's estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company's plans and arrangements in accordance with their terms). By way of illustration Unless the payment is required to be delayed pursuant to Section 7.13(b) below, any cash amounts payable pursuant to clauses (but not limitationi) and (ii) above shall be paid to the Executive (or the Executive's estate or beneficiaries in the case of the manner in which clause (i)(C) death of the preceding sentence operates, if Executive) within 60 days following the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s date of his termination of employment were to terminate in the fourth year on account of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).
Appears in 1 contract
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executiveperiod, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any 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 terminationtermination);(ii) the Executive shall be entitled to receive an amount equal to his Annual Salary for the remainder of the year in which termination occurs; (iii) without duplication of any amounts due under clauses (i) and (ii), the Executive (Bor the Executive’s estate or beneficiaries in the case of the death of the Executive) a cash payment shall receive an amount equal to (I) the target annual bonus that, in the absence of such termination, would have been payable for the fiscal year in which termination occurs, payable at such time as would have applied in the absence of termination such termination, with such amount to be multiplied by (II) a fraction (x) the numerator of which is the number of days in the fiscal year up to preceding the termination and (y) the denominator of which is 365; (iv) all outstanding unvested equity-based awards pursuant to the Plan held by the Executive shall fully vest and become immediately exercisable, as applicable, and (C) elimination subject to the terms of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity such awards, (ii) Section 3.7 shall apply in accordance with its terms ; and (iiiv) the Executive (or, or the Executive’s estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunder. By way hereunder (but, for the avoidance of illustration (but not limitation) of doubt, shall receive such disability and death benefits as may be provided under the manner Company’s plans and arrangements in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award accordance with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeitedtheir terms).
Appears in 1 contract
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries If Xx. Xxxxxxxxx’x employment terminates in the case event of the death of the Executive) his death, Xx. Xxxxxxxxx’x estate shall be entitled to receive (Aa) payment of any Annual Salary and other benefits earned and accrued unpaid portion of his Base Salary through the date of his death, (b) payment of any fully vested and nonforfeitable but unpaid rights as required by the terms of any bonus or other incentive pay plan or any other employee benefit plan or program of Employer or the Playa Affiliates. Additionally, subject to Section 6(h), Xx. Xxxxxxxxx’x estate shall be entitled to receive: a pro-rata share of any Discretionary Annual Bonus to which he otherwise would have been entitled under Section 4(b)(i) above for the calendar year in which his death occurs at no less than the target bonus percentage, paid at the time discretionary annual bonuses are paid to still-employed executives of Employer. Further, Employer shall pay the Additional Amount for a period of twelve (12) months following his date of death. Xx. Xxxxxxxxx’x estate shall not be entitled to receive any severance pay or benefits or other amounts for termination due to his death other than as provided in this Agreement prior Section 6(e)(i).
(ii) In the event Xx. Xxxxxxxxx’x employment terminates due to his Disability, he shall be entitled to receive his Base Salary through the date he is terminated due to his Disability, reduced by benefits payable, if any, under any disability insurance policy or plan. Subject to Section 6(h), Xx. Xxxxxxxxx also shall be entitled to receive a pro-rata share of any Discretionary Annual Bonus to which he otherwise would have been entitled under Section 4(b)(i) above for the calendar year in which his employment terminates due to his Disability, paid at the time discretionary annual bonuses are paid to still-employed executives of Employer; and the Additional Amount for a period of twelve (12) months following the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), (B) a cash payment equal to (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply in accordance with its terms and (iii) the Executive (or, in the case of his deathemployment; provided, his estate and beneficiaries) however, that if such insurance coverage becomes available under another group insurance plan during the twelve (12)-month period, payment of the Additional Amount shall have cease. Xx. Xxxxxxxxx shall receive no further rights to any other compensation severance pay or benefits hereunder on or after the for termination of employment, or any other rights hereunder. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long Disability other than as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeitedprovided in this Section 6(e)(ii).
Appears in 1 contract
Samples: Executive Employment Agreement (Playa Hotels & Resorts N.V.)
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate Executive’s employment is terminated as a result of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disabilityDisability, (i) the Executive (or the Executive’s estate estate, or beneficiaries other designated beneficiary(s) as shown in the records of the Company in the case of the death of the Executivedeath) shall be entitled to receive from the Company payment for (Ai) any Annual Salary the Accrued Benefits described in Section 5(b) above at the times specified in Section 5(b) above 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), (Bii) a cash payment equal pro-rata amount of the Annual Bonus that the Executive would have been eligible to (I) receive had he remained employed by the target bonus Company for the remainder of the year in which the Executive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of termination multiplied achievement of the applicable performance goals had employment continued through the end of the performance year by (II) a fraction (x) fraction, the numerator of which is the number of days in during the performance year up to of termination that the termination Executive is employed by the Company and (y) the denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid (C) elimination but in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates). Except as required by law, after the Date of Termination, the Company shall have no obligation to make any other payment, including severance or other compensation, of any exclusively time-based kind, or provide any other benefits (including for any further vesting conditions (but not performance conditionsfor any Class B-1 Units), which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply in accordance with its terms and (iii) to the Executive (oror the Executive’s estate, in the case of his deathor other designated beneficiary(s), his estate and beneficiariesas applicable) shall have no further rights to any other compensation or benefits hereunder on or after the upon a termination of employment, employment by death or any other rights hereunderDisability. By way of illustration (but not limitation) of In the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and event that the Executive’s employment were is terminated as a result of death or Disability, the Class A-1 Units and the Class A-2 Units acquired by Executive pursuant to terminate in the fourth year Restricted Unit Purchase Agreement shall be subject to all of the vesting period due to his death or disability, then, so long as the performance measures are met at the end terms and conditions of the five-year performance periodRestricted Unit Purchase Agreement (including with respect to vesting and repurchase), and the Class B-1 Units granted to Executive or his estate would under the Plan shall be entitled subject to payments as though he had remained employed (and, if the performance measures are not met at the end all of the five-year performance periodterms and conditions of the Plan and the applicable grant letter with respect to such Class B-1 Units (including with respect to vesting, the award is thereupon forfeitedcancellation and repurchase).
Appears in 1 contract
Samples: Employment Agreement (Restoration Hardware Holdings Inc)
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and Executive's employment is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen terminated by the Company and reasonably acceptable to upon the Executive, the Company shall have the right, to the extent permitted 's Disability or by law, to terminate the employment reason of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability's death, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executivehis beneficiaries, as applicable) shall be entitled to receive the following:
(Ai) any Annual Salary and other benefits earned and accrued under this Agreement prior to Accrued Compensation (Section 7(a)(i) through 7(a)(v)) through the date of termination of the Executive’s employment;
(and reimbursement under this Agreement for expenses incurred prior ii) all restrictions on any outstanding awards granted by the Company (including restricted stock awards) granted to the date of termination), Executive shall lapse and such awards shall become fully (B100%) a cash payment equal to (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365immediately vested, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, all stock options and other equity awardsstock appreciation rights granted to the Executive (including Initial Stock Option and Future Stock Options) shall become fully (100%) and immediately exercisable for a remaining life of the Stock Option, or a period which shall be no less than twenty-four (ii24) Section 3.7 shall apply in accordance with its terms and months following the Termination date, whichever is greater;
(iii) for a number of months equal to twenty-four (24), the Company shall at its expense continue on behalf of the Executive and/or Executive’s dependents and beneficiaries (orthe “Dependents”) the life insurance, disability, medical, dental, vision and hospitalization benefits which were being provided to the Executive and/or Dependents at the time Notice of Termination is given. In the event that the provisions of any such employee benefit arrangements do not permit continuing coverage, then the Company shall provide the Dependents with substantially equivalent coverage through other sources. The benefits provided in this Section 7(b)(iii) shall be no less favorable to the Dependents, in terms of amounts and deductibles and costs to them, than the case coverage provided the Dependents under the plans providing such benefits at the time Notice of his death, his estate and beneficiariesTermination is given. This Subsection (iii) shall have no further rights not be interpreted so as to limit any benefits to which the Dependents may be entitled under any of the Company's employee benefit plans, programs or practices following the Executive's termination of employment, including without limitation, retiree medical and life insurance benefits; and
(iv) the Executive's entitlement to any other compensation or benefits hereunder on or after shall be determined in accordance with the termination of employment, or any Company's employee benefit plans and other rights hereunder. By way of illustration (but not limitation) of the manner applicable programs and practices then in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited)effect.
Appears in 1 contract
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 44.1. If the Executive becomes disabled 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 and is unable to perform substantially and continuously the duties assigned to him for more than 180 at least 120 consecutive or non-consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executiveperiod), the Company shall have the right, to the extent permitted by law, to terminate the employment of the 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 due to death or disabilityby virtue of disability in accordance with this Section 4.1, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled have no right to receive any compensation or benefits hereunder on and after the effective date of the termination of employment other than (Aa) any 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), ; (Bb) a cash payment equal to (I) the target bonus prorated portion of the Annual Bonus at the “target” level for the year Contract Year or partial Contract Year in which Executive’s employment hereunder terminates, payable within the 70-day period commencing on the date of termination multiplied by Executive’s separation from service; (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (Cc) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and option or other equity awardsawards 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); (d) in the event of Executive’s death, (i) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (ii) Section 3.7 shall apply 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 accordance with its terms effect from time to time) during the one year following the date of termination; and (iiie) the 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. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).
Appears in 1 contract
Samples: Employment Agreement (National Retail Properties, Inc.)
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executiveperiod, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive services arrangement hereunder upon notice in writing to the Executive. Upon termination of employment the services arrangement hereunder due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any Annual Salary Guaranteed Payment and other benefits (including any allocations under Sections 3.2 and 3.3 for any period completed before termination of this Agreement and the services arrangement hereunder (the “Prior Period Allocations”)) earned and accrued under this Agreement Agreement, but not yet paid, prior to the date of termination (and reimbursement under this Agreement for expenses actually incurred prior to the date termination of terminationthis Agreement and the services arrangement hereunder), ; (Bii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive a cash single-sum payment equal to the Guaranteed Payments that would have been paid to him for the remainder of the year in which the termination occurs; (iii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive a single-sum payment equal to (Ix) the target bonus Allocation and any Supplemental Allocations for the year of period in which the termination occurs to which the Executive would have been entitled if a termination had not occurred in such period, multiplied by (IIy) a fraction (x1) the numerator of which is the number of days in the year up to such period preceding the termination and (y2) the denominator of which is 365the total number of days in such period, and (Civ) elimination of any exclusively time-all outstanding unvested equity based vesting conditions awards (but not performance conditionsincluding, which shall remain in effect) on any restricted stockwithout limitation, stock options and other equity restricted stock) held by the Executive shall fully vest and become immediately exercisable, as applicable, subject to the terms of such awards, (ii) Section 3.7 shall apply in accordance with its terms and (iiiv) the Executive (or, or the Executive’s estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms). By way of illustration Unless the payment is required to be delayed pursuant to Section 7.15(b) below or as otherwise provided in Section 5.5 below, (but not limitationx) of the manner in which clause cash amounts payable pursuant to clauses (i)(Ci) of the preceding sentence operates, if and (ii) above shall be paid to the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and (or the Executive’s employment were to terminate estate or beneficiaries in the fourth year case of the vesting period due to death of the Executive) within 60 days following the date of his termination of the services arrangement hereunder on account of death or disability, thenand (y) the cash amounts payable pursuant to clause (iii) above shall be paid in accordance with Section 3.2 at such time when the Allocation would otherwise be scheduled to be paid but for such termination under this Agreement. Other than the Prior Period Allocations (to which Section 3.9 shall apply), all payments under this Section 4 shall be treated and reported for United States federal income tax purposes as 707(c) Payments made by the Company to Executive (unless the Company, in consultation with its tax advisor(s), has otherwise determined, in which case such payments shall be treated and reported as so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeitedotherwise determined).
Appears in 1 contract
Samples: Employment Agreement (Institutional Financial Markets, Inc.)
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executiveperiod, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any 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) without duplication of any amounts due under clause (i), the Executive (Bor the Executive’s estate or beneficiaries in the case of the death of the Executive) a cash payment shall receive an amount equal to (I) the target bonus Annual Bonus that, in the absence of such termination, would have been payable for the fiscal year in which termination occurs, payable at such time as would have applied in the absence of termination such termination, with such amount to be multiplied by (II) a fraction (x) the numerator of which is the number of days in the fiscal year up to preceding the termination and (y) the denominator of which is 365, and ; (Ciii) elimination of any exclusively timeall outstanding unvested equity-based vesting conditions awards (but not performance conditionsincluding, which shall remain in effect) on any restricted stockwithout limitation, stock options and other equity restricted stock) held by the Executive shall fully vest and become immediately exercisable, as applicable, and subject to the terms of such awards, (ii) Section 3.7 shall apply in accordance with its terms ; and (iiiiv) the Executive (or, or the Executive’s estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms). By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance periodUpon any termination for Disability under this Section 4, the Executive shall promptly resign from all positions he then holds with the Company and any of its subsidiaries, including but not limited to any membership on the Board or his estate would be entitled to payments as though he had remained employed (and, if on the performance measures are not met at the end board of directors of any subsidiary of the five-year performance period, the award is thereupon forfeited)Company.
Appears in 1 contract
Samples: Employment Agreement (Asset Capital Corporation, Inc.)
Termination Upon Death or Disability. If This Agreement shall terminate automatically upon Executive's death. This Agreement may be terminated by the Executive dies Company during the TermEmployment Term in case of Executive's permanent disability (defined as physical or mental inability, the Term shall terminate as of the date of deathconfirmed by a licensed physician, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously all of the duties assigned to him services described herein that continues for more than a period of 180 consecutive or non-consecutive days out of in any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive365-day period). Upon death or termination of employment due to death or disability, by virtue of disability during the Employment Term:
(i) the Company shall pay Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall be entitled a lump sum equal to receive (A) any Annual Salary annual salary and other benefits earned and accrued under this Agreement prior to the date of termination Termination Date (and reimbursement under this Agreement for expenses incurred prior to the date Termination Date);
(ii) the Company shall pay Executive (or Executive's estate or beneficiaries in the case of termination), (Bdeath of Executive) a cash payment an amount equal to (I) the target bonus Annual Bonus for the year of termination Termination Year multiplied by (II) a fraction (x) fraction, the numerator of which is the number of days elapsed in the year up to Termination Year through the termination Termination Date and (y) the denominator of which is 365the number of days in the Termination Year;
(iii) all outstanding unvested stock options, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, unvested equity-type interests shall vest and shall otherwise be exercisable for the greater of (ii1) Section 3.7 shall apply one year after the effective date of such termination or up to one year after the effective date of such termination or (2) in accordance with their terms (provided, however, that the Board, in its sole discretion, may extend such exercise period, forgive any authorized loan previously made to Executive to purchase any such stock, and/or modify any of the other terms and conditions of any such stock option, stock award or other equity-type award programs, on terms no less favorable to Executive than those provided for herein);
(iiiiv) the Company shall forgive any and all outstanding balances on loans made by the Company to Executive to purchase the Company's stock (provided, however, that as a condition precedent to the Company's obligation to forgive such loans, the Company may withhold from other amounts payable to Executive (oror Executive's estate or beneficiaries in the case of death of Executive), or require Executive (or Executive's estate or beneficiaries in the case of death of Executive) pay to the Company, the amount the Company in good xxxxx xxxxx necessary to satisfy the Company's obligation to withhold federal, state or local income or other taxes incurred by reason of such forgiveness of loans);
(v) the Company shall continue to provide, for the longer of one year or the remainder of the Employment Term, Executive (or his family in the case of his death) with the level of health/medical insurance or coverage provided to Executive at the time of such death or disability;
(vi) any continued rights and benefits that Executive, his or Executive's estate or other legal representatives, may have under employee benefit plans and beneficiariesprograms of the Company upon such death or disability shall be determined in accordance with the terms and provisions of such plans and programs; and
(vii) Executive shall have no further rights to any other compensation or benefits hereunder or granted hereunder on or after the termination of employment, or any other rights hereunder. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).
Appears in 1 contract
Termination Upon Death or Disability. (a) If the Executive dies during the TermEmployee’s employment is terminated because of death, the Term shall terminate as of then
(i) Within 30 days after the date of Employee’s death, the Company shall pay to Employee’s estate a lump sum payment in cash equal to the Accrued Obligation.
(ii) Until the date on which Employee would have reached age 65, the Company shall arrange to provide Employee’s dependents medical insurance benefits substantially similar to those provided to Employee and his dependents immediately prior to the obligations Termination Date (at no greater cost to Employee’s dependents than such cost to Employee in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under this Agreement to or with respect the applicable group health plan of the Company), provided Employee’s dependents shall pay the Company an amount equal to the Executive shall terminate full cost of such coverage and the Company will reimburse Employee’s dependents for the amount paid by Employee’s dependents in their entirety upon such date except as otherwise provided excess of the amount that would be paid by an executive officer of the Company for substantially similar benefits, and any reimbursement by the Company to Employee’s dependents required under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive6(a)(ii) shall be entitled made on the last day of the month in which Employee’s dependents pays the amount required for such coverage. Except for any reimbursements under the applicable group health plan that are subject to receive (A) any Annual Salary and other benefits earned and accrued under this Agreement prior to a limitation on reimbursements during a specified period, the date amount of termination (and expenses eligible for reimbursement under this Agreement for expenses incurred prior to the date of terminationSection 6(a)(ii), or in-kind benefits provided, during Employee’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Employee. Any reimbursement of an expense described in this Section 6(a)(ii) shall be made on or before the last day of Employee’s taxable year following Employee’s taxable year in which the expense was incurred. Employee’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(ii) shall not be subject to liquidation or exchange for another benefit.
(Biii) The Company shall pay Employee’s estate a lump sum payment in cash payment equal to (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the Company’s fiscal year up to and including the termination and (y) date of Executive’s death divided by the denominator total number of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply in accordance with its terms and (iii) the Executive (or, days in the case Company’s fiscal year (for purposes of his deaththis Section 6(a)(iii), his estate and beneficiariesthe “Pro Rata Fraction”) shall multiplied by the Bonus Employee would have no further rights to any other compensation earned for the Company’s fiscal year ending contemporaneously with or benefits hereunder on immediately following the date of Employee’s death as reasonably determined by the Board of Directors or a committee thereof after the termination of employment, or any other rights hereunder. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-Company’s fiscal year performance periodin which such death occurs in accordance with the Board of Directors’ determination policies then in effect, and such payment shall be paid on the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at April 15th immediately following the end of the fiveCompany’s fiscal year bonus period to which such Bonus relates; and
(iv) Within 30 days after the date of Employee’s death, the Company shall pay to Employee’s estate a lump sum in cash equal to the employer contributions the Company would have credited to Employee’s retirement accounts under The Men’s Wearhouse, Inc. 401(k) Savings Plan or any similar employer contribution plans adopted by the Company in which Employee is participating had he continued to remain employed by the Company until the earlier of February 6, 2017 or the second anniversary of the Termination Date, assuming for this purpose that (1) Employee’s earned compensation for a year is the amount of his annualized Annual Salary for the calendar year in which the Termination Date occurs, (2) the applicable legal limitations and the employer contribution percentages under such plans for such period are the same percentages and limitations in effect immediately prior to the Termination Date and (3) that Employee is deemed to make the maximum pre-tax elective deferral contributions permitted under section 402(g) of the Code; provided, however, that no payment shall be required with respect to either Plan if on the date of Employee’s death, the Company has ceased making employer contributions with respect to such Plan or has notified its employees that it intends to cease making such contributions within six months.
(b) If Employee’s employment is terminated on account of his becoming permanently disabled (as defined in Section 6(b)(iv)), then:
(i) The Company shall pay to Employee, at the times specified in Section 6(b)(iii) below, the following amounts:
(1) a lump sum in cash equal to the Accrued Obligation;
(2) a lump sum in cash equal to Employee’s Annual Salary earned through the Termination Date for periods following his Separation From Service, to the extent not theretofore paid;
(3) a lump sum in cash equal to the product of (1) the monthly basic life insurance premium applicable to Employee’s basic life insurance coverage provided through the Company’s life insurance plan immediately prior to the Termination Date and (2) the number of full months and fractional months (if any) remaining until the earlier of February 6, 2017 or the second anniversary of the Termination Date;
(4) cash installment payments each of which is equal to 1/52nd of the Annual Salary, at the then current rate, that would have been paid if Employee’s employment had continued and not been terminated under this Section 6(b), for each week during the period beginning on the Termination Date and ending on the earlier of February 6, 2017 or the second anniversary of the Termination Date;
(5) a lump sum payment in cash equal to the number of days in the Company’s fiscal year performance up to and including the Termination Date divided by the total number of days in the Company’s fiscal year (for purposes of this Section 6(b), the “Pro Rata Fraction”) multiplied by the Bonus that Employee would have earned for the Company’s fiscal year ending contemporaneously with or immediately following the Termination Date as reasonably determined by the Board of Directors or a committee thereof after the end of the Company’s fiscal year in which such termination occurs in accordance with the Board of Directors’ determination policies then in effect; and
(6) a lump sum in cash equal to the employer contributions the Company would have credited to Employee’s retirement accounts under The Men’s Wearhouse, Inc. 401(k) Savings Plan and any similar employer contribution plans adopted by the Company in which Employee is participating had he continued to remain employed by the Company until the earlier of February 6, 2017 or the second anniversary of the Termination Date, assuming for this purpose that (1) Employee’s earned compensation for a year is the amount of his annualized Annual Salary for the calendar year in which the Termination Date occurs, (2) the applicable legal limitations and the employer contribution percentages under such plans for such period are the same percentages and limitations in effect immediately prior to the Termination Date and (3) that Employee is deemed to make the maximum pre-tax elective deferral contributions permitted under section 402(g) of the Code: provided, however, that no payment shall be required with respect to either Plan if on the Termination Date, the Company has ceased making employer contributions with respect to such Plan or has notified its employees that it intends to cease making such contributions within six months.
(ii) Until the date on which Employee reaches age 65, the Company shall arrange to provide Employee and his dependents medical insurance benefits substantially similar to those provided to Employee and his dependents immediately prior to the Termination Date (at no greater cost to Employee than such cost to Employee in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company), provided Employee shall pay the Company an amount equal to the full cost of such coverage and the Company will reimburse Employee for the amount paid by Employee in excess of the amount that would be paid by an executive officer of the Company for substantially similar benefits, and any reimbursement by the Company to Employee required under this Section 6(b)(ii) shall be made on the last day of the month in which Employee pays the amount required for such coverage. Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the award amount of expenses eligible for reimbursement under this Section 6(b)(ii), or in-kind benefits provided, during Employee’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Employee. Any reimbursement of an expense described in this Section 6(b)(ii) shall be made on or before the last day of Employee’s taxable year following Employee’s taxable year in which the expense was incurred. Employee’s right to reimbursement or in-kind benefits pursuant to this Section 6(b)(ii) shall not be subject to liquidation or exchange for another benefit.
(iii) The amounts payable under Section 6(b)(i) shall be paid as follows:
(1) The Company shall pay Employee the amount specified in Section 6(b)(i)(1) within 30 days the Termination Date.
(2) Subject to Section 6(b)(iii)(5), the Company shall pay Employee the amounts specified in Sections 6(b)(i)(2), 6(b)(i)(3) and 6(b)(i)(6) 30 days following the date of Employee’s Separation From Service if he is thereupon forfeitednot a Specified Employee or on the date that is six months following the date of his Separation From Service if he is a Specified Employee.
(3) Subject to Section 6(b)(iii)(5), the Company shall pay Employee the amount specified in Section 6(b)(i)(4) each Friday beginning with the first Friday immediately following the date of Employee’s Separation From Service if he is not a Specified Employee or on the date that is six months following the date of his Separation From Service if he is a Specified Employee (and such first payment shall include all amounts that would have been paid to Employee under this Section 6(b)(iii)(3) if Employee had not been a Specified Employee).
(4) Subject to Section 6(b)(iii)(5), the Company shall pay Employee the amount specified in Section 6(b)(iii)(5), (A) on the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Bonus relates if Employee is not a Specified Employee or (B) on the later of the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Bonus relates or the date that is six months following the date of Employee’s Separation From Service if he is a Specified Employee.
(5) In the event of the termination of Employee’s employment pursuant to Section 6(b) in a circumstance where Employee has incurred a Section 409A Disability, the Company shall pay or begin to pay, as applicable, Employee the amounts required to be paid pursuant to Sections 6(b)(i)(2), 6(b)(i)(3), 6(b)(i)(4) and 6(b)(i)(6) within 30 days after the date Employee incurs a Section 409A Disability. For purposes of this Agreement, “Section 409A Disability” means the inability of Employee to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. Employee shall also be treated as having a “Section 409A Disability” if he is, by reason of a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.
Appears in 1 contract
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the ExecutiveExecutive (the foregoing circumstance being referred to below as a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any Annual Salary Salary, bonus 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), (B) a cash payment equal to (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditionsconditions (which do not relate specifically to the performance of the Executive himself), which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 3.8 shall apply in accordance with its terms and (iii) the 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. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).
Appears in 1 contract
Termination Upon Death or Disability. If the Executive dies during the Term, the Term This Agreement shall terminate ------------------------------------ automatically upon Executive's death. In the event of termination of Executive's employment as of the date a result of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) continue to pay to Executive's estate, on a monthly basis, his Base Salary for a period of six (6) months from the Executive date of death and (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (Aii) any Annual Salary and other benefits earned and amounts earned, accrued or owing to Executive under this Agreement prior to through the date of termination (death but not yet paid. Furthermore, all stock options vested at the time of death shall remain exercisable for the remainder of the terms relating to such stock options. This Agreement shall terminate at the option of the Company if Executive shall suffer "disability." For purpose hereof, "disability" shall be defined to mean Executive's inability, due to physical or mental incapacity, to substantially perform his duties and reimbursement responsibilities under this Agreement for expenses incurred prior to a period of sixty (60) days from the date of termination)such disability as determined by an approved medical doctor selected by the mutual agreement of the parties hereto. In the event that the parties hereto cannot agree on an approved medical doctor, each party shall select a medical doctor and the two doctors shall select a third medical doctor who shall serve as the approved medical doctor hereunder. The Company shall notify Executive in writing of its decision to terminate this Agreement due to Executive's disability. In the event of termination of Executive's employment as a result of "disability," the Company shall (i) pay to Executive, on a monthly basis, for a period of six (6) months from the date of disability, an amount equal to his monthly Base Salary minus any monthly payment received by Executive from any Company purchased disability policy and (ii) continue Executive's participation in Company benefit plans in which he participated immediately prior to such termination for a period equal to the lessor of (A) twelve (12) months or (B) a cash payment equal to (I) the target bonus remainder of the term of this Agreement. Furthermore, upon any such termination by reason of "disability," all vested stock options shall remain exercisable for the year remainder of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply in accordance with its terms and (iii) the 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. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited)their respective terms.
Appears in 1 contract
Termination Upon Death or Disability. If 5.1 Executive's employment by Company shall terminate upon the death of Executive, or if, by virtue of total and permanent disability, Executive dies is unable to perform his duties hereunder.
5.2 In the event of such a termination of employment as a result of Executive's death or total and permanent disability, all compensation hereunder shall terminate and Company shall have no further obligations hereunder except that Company shall pay to Executive (or his estate) the following:
5.2.1 In the event of death, a lump-sum payment equal to the Base Salary Rate in effect at the date of such termination of employment, payable no later than sixty (60) days after the date of such termination. Company may purchase insurance with respect to its obligations pursuant to this Section 5.2.1, and to the extent benefits are paid pursuant to such insurance, Company's commitment under this Section 5.2.1 shall be satisfied; and
5.2.2 In the event of total and permanent disability, amounts in lieu of Salary, at the Base Salary Rate in effect at the date of such termination of employment, payable in the manner specified in Section 3.1.1, for a period of twelve (12) months following the date of such termination of employment at the rate of one-twelfth of such Base Salary Rate per month; and
5.2.3 Such portion of Executive's Salary, as has accrued by virtue of Executive's employment during the Termperiod prior to termination and has not yet been paid, together with any amounts for expense reimbursement and similar items which were properly incurred in accordance with the Term provisions of Section 4 prior to termination and have not yet been paid.
5.3 Amounts to which Executive would otherwise be entitled under Section 5.2.2 above shall terminate as be reduced by the amount of any disability insurance proceeds actually paid to or for the benefit of Executive (or his estate or legal representatives) with respect to such twelve (12) months following the date of termination under any disability policy the premiums for which have been paid by Company or any Affiliate.
5.4 The determination that, by virtue of total and permanent disability, Executive is unable to perform his duties hereunder shall be made by a physician chosen by Executive (or his legal representative) and reasonably satisfactory to Company. The cost of such examination shall be borne by Company. Without limiting the generality of the foregoing, unless otherwise agreed, Executive shall be conclusively presumed to be totally and permanently disabled hereunder if for reasons involving mental or physical illness or physical injury he fails to perform such duties for a period of one hundred and eighty (180) consecutive calendar days or for any periods aggregating six (6) months or more in any twelve (12) month period. For purposes of this Section 5, Executive's date of termination in the event of such total and permanent disability shall be the earlier of the date of death, and such physician's examination pursuant to which such determination is made or the obligations of the Company under this Agreement to first business day after which either such 180-day or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or nonsix-consecutive days out of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any 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), (B) a cash payment equal to (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply in accordance with its terms and (iii) the 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. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited)has expired.
Appears in 1 contract
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executiveperiod, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any 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), ; (Bii) a cash payment the Executive shall be entitled to receive an amount equal to (I) the target bonus his Annual Salary for the remainder of the year in which each termination occurs; (iii) without duplication of any amounts due under clauses (i) and (ii), the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive an amount equal to the annual bonus that, in the absence of such termination, would have been payable for the fiscal year in which termination occurs, payable at such time as would have applied in the absence of such termination, with such amount to be multiplied by (II) a fraction (x) the numerator of which is the number of days in the fiscal year up to preceding the termination and (y) the denominator of which is 365; (iv) all outstanding unvested equity-based awards pursuant to the Plan held by the Executive shall fully vest and become immediately exercisable, as applicable, and (C) elimination subject to the terms of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity such awards, (ii) Section 3.7 shall apply in accordance with its terms ; and (iiiv) the Executive (or, or the Executive’s estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunder. By way hereunder (but, for the avoidance of illustration (but not limitation) of doubt, shall receive such disability and death benefits as may be provided under the manner Company’s plans and arrangements in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award accordance with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeitedtheir terms).
Appears in 1 contract
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 44.2. If the Executive becomes disabled “disabled” (defined for purposes of this Agreement, if Executive by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him her for more than 180 at least 90 consecutive or non-consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executiveperiod), the Company shall have the right, to the extent permitted by lawlaw (including under the Americans with Disabilities Act), to terminate the employment of the Executive upon notice in writing to the Executive. Upon death or termination of employment due to death or disabilityby virtue of disability in accordance with this Section 4.2, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled have no right to receive any compensation or benefits hereunder on and after the effective date of the termination of employment other than:
(A) the Accrued Obligations, as set forth in Section 4.1;
(B) any Annual Salary and other benefits Bonus earned and accrued under this Agreement for the Contract Year prior to the date year of termination (and reimbursement under this Agreement for expenses incurred prior to but not yet paid, which shall be paid at the date of terminationsuch Annual Bonus would have been paid had Executive’s employment not been terminated (any such entitlement, including the payment date, an “Accrued Bonus”), ;
(BC) a cash payment equal to the prorated portion (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is based on the number of days complete months employed during the Contract Year) of the Annual Bonus that Executive would have received had her employment not been terminated (based on the actual level of achievement of the applicable performance goals) for the Contract Year in which Executive’s employment hereunder terminates, payable at such time as the year up Annual Bonus would have been paid had Executive’s employment not been terminated, provided, however, that Executive shall not receive the Pro-Rata Bonus if the Company does not pay bonuses to employees generally for such Contract Year (such entitlement, including the termination and payment date, a “Pro-Rata Bonus”);
(y) the denominator of which is 365, and (CD) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any each outstanding unvested restricted stock, stock options option or other equity award and other incentive award in VICI REIT or the Company that Executive had been granted and which Executive then continues to hold; and
(F) to the extent that any of Executive’s vested equity awardsawards are subject to a restriction on transfer within a specified period following vesting, (ii) Section 3.7 such restriction shall apply in accordance with its terms and (iii) be lifted as of the date of termination. Executive (or, in the case of his her death, his her 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. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).
Appears in 1 contract
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the ExecutiveExecutive (the foregoing circumstance being referred to below as a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disabilityDisability during the Term, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any Annual Salary Salary, bonus 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), (Bii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) a cash payment equal to (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (CB) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effecteffect subject to the terms thereof) on any restricted stock, stock options and other equity awards; provided that, in the event of termination of employment due to Disability, the Executive will only be entitled to receive the payment and accelerated vesting set forth in this clause (ii) if the Executive executes and delivers to the Company a general release in a form reasonably acceptable to the Company, which does not require the release of any payment rights under this Section 3.7 4 or under Section 3.8, within thirty (30) days following such termination and such release becomes irrevocable at the earliest possible time under applicable law following such execution and delivery, (iii) Section 3.8 shall apply in accordance with its terms and (iiiiv) the 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. By way of illustration Any payments that the Executive is entitled to receive pursuant to clause (but not limitationi) of the manner third sentence of this Section 4 shall be made by the Company in which a single lump sum within five (5) days after termination of employment due to death or Disability. Any payment or acceleration of vesting that the Executive is entitled to receive pursuant to clause (i)(Cii) of the preceding third sentence operatesof this Section 4 shall be made by the Company in a single lump sum or occur, if respectively, upon the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s 45th day after termination of employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited)Disability.
Appears in 1 contract
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement Employer to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled for purposes of the long-term disability plan of the Employer for which the Executive is eligible, or, in the event that there is no such plan, if the Executive by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 one hundred eighty (180) consecutive or non-consecutive days out of any consecutive 12 twelve (12) month period in period, then the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive, the Company Employer shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any 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), (B) including, but not limited to a cash payment equal to (I) the target bonus pro-rata Bonus for the year of termination multiplied by (IIwhich in no event shall be less than a similar pro-rata portion of the Executive’s bonus for the preceding year) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, be paid at such time as Bonuses are ordinarily paid; (ii) in the case of termination due to disability, the Executive shall be entitled to receive his Annual Salary for twelve (12) months following such termination less any amounts for which Executive is eligible to receive from long term disability insurance benefits under disability coverage furnished by the Employer to the Executive during such twelve (12) month period; (iii) the Executive (or, in the case of his death, his spouse and/or dependents) shall continue to receive all applicable benefits elected by Executive for which he received reimbursement for pursuant to Section 3.7 3.4 herein for a period of twelve (12) months following such termination and Company shall apply continue to pay for the foregoing in accordance with its terms Section 3.4 herein as if no such termination had occurred; and (iiiiv) the 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. By way of illustration (but not limitation) , except as otherwise provided in the plans and policies of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited)Employer.
Appears in 1 contract
Samples: Employment Agreement (LOCAL.COM)
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the If Executive’s estate or beneficiaries 's employment terminates in the case event of the death of the his death, Executive) 's estate shall only be entitled to receive (A) payment of any Annual Salary unpaid regular wages and other benefits earned vacation pay accrued and accrued under this Agreement prior owing up to and including the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination)death, (B) a cash reimbursement for any outstanding reasonable business expense he has incurred in performing his duties hereunder in accordance with Section 4(d) above, (C) payment equal to (I) of any fully vested but unpaid rights as required by the target terms of any bonus for or other incentive pay plan or any other employee benefit plan or program of Flora Growth or the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365Flora Affiliates, and (CD) elimination of any exclusively time-based vesting conditions (but not performance conditionsother minimum statutory entitlement that may be owing to the Executive under the ESA, which shall remain in effect) on any restricted stock, stock options and other equity awards, without duplication; and
(ii) Section 3.7 In the event Executive's employment terminates due to his Disability, he shall apply only be entitled to receive (A) payment of any unpaid regular wages and vacation pay accrued and owing up to and including the date of death, (B) reimbursement for any outstanding reasonable business expense he has incurred in performing his duties hereunder in accordance with its Section 4(d) above, (C) payment of any fully vested but unpaid rights as required by the terms and (iii) the Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any bonus or other compensation or benefits hereunder on or after the termination of employment, incentive pay plan or any other rights hereunder. By way employee benefit plan or program of illustration Flora Growth or the Flora Affiliates, (but not limitationD) a pro-rata share of any bonus to which he otherwise would have been entitled for the manner calendar year in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s his employment were to terminate in the fourth year of the vesting period terminates due to his death or disabilityDisability, then, so long as the performance measures are met paid at the end time discretionary annual bonuses are paid to still-employed executives of Flora Growth. Further, Flora Growth shall pay, (E) payment of the five-year performance periodExecutive's regular wages in lieu of working notice prescribed by the ESA, statutory severance pay, if any, prescribed by the ESA and any other minimum statutory entitlement that may be owing to the Executive under the ESA, without duplication. Executive shall receive no severance pay or benefits for termination due to his estate would be entitled to payments Disability other than as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeitedprovided in this Section 6(e)(ii).
Appears in 1 contract
Samples: Executive Employment Agreement (Flora Growth Corp.)
Termination Upon Death or Disability. If This Agreement shall terminate automatically upon Executive’s death. This Agreement may be terminated by the Executive dies Company during the TermEmployment Term in case of Executive’s permanent disability (defined as physical or mental inability, the Term shall terminate as of the date of deathconfirmed by a licensed physician, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously all of the duties assigned to him services described herein that continues for more than a period of 180 consecutive or non-consecutive days out of in any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive365-day period). Upon death or termination of employment due to death or disability, by virtue of disability during the Employment Term:
(i) the Company shall pay Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled a lump sum equal to receive (A) any Annual Salary annual salary and other benefits earned and accrued under this Agreement prior to the date of termination Termination Date (and reimbursement under this Agreement for expenses incurred prior to the date Termination Date);
(ii) the Company shall pay Executive (or Executive’s estate or beneficiaries in the case of termination), (Bdeath of Executive) a cash payment an amount equal to (I) the target bonus Annual Bonus for the year of termination Termination Year multiplied by (II) a fraction (x) fraction, the numerator of which is the number of days elapsed in the year up to Termination Year through the termination Termination Date and (y) the denominator of which is 365the number of days in the Termination Year;
(iii) all outstanding unvested stock options, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, unvested equity-type interests shall vest and shall otherwise be exercisable for the greater of (ii1) Section 3.7 shall apply one year after the effective date of such termination or up to one year after the effective date of such termination or (2) in accordance with their terms (provided, however, that the Board, in its sole discretion, may extend such exercise period, forgive any authorized loan previously made to Executive to purchase any such stock, and/or modify any of the other terms and conditions of any such stock option, stock award or other equity-type award programs, on terms no less favorable to Executive than those provided for herein);
(iiiiv) the Company shall forgive any and all outstanding balances on loans made by the Company to Executive to purchase the Company’s stock (provided, however, that as a condition precedent to the Company’s obligation to forgive such loans, the Company may withhold from other amounts payable to Executive (oror Executive’s estate or beneficiaries in the case of death of Executive), or require Executive (or Executive’s estate or beneficiaries in the case of death of Executive) to pay to the Company, the amount the Company in good fxxxx xxxxx necessary to satisfy the Company’s obligation to withhold federal, state or local income or other taxes incurred by reason of such forgiveness of loans);
(v) the Company shall continue to provide, for the longer of one year or the remainder of the Employment Term, Executive (or his family in the case of his death) with the level of health/medical insurance or coverage provided to Executive at the time of such death or disability;
(vi) the Company shall pay to Executive the aggregate amount of any remaining unpaid supplemental cash payments under Section B, his Paragraph 4(f) hereof;
(vii) any continued rights and benefits that Executive, or Executive’s estate or other legal representatives, may have under employee benefit plans and beneficiariesprograms of the Company upon such death or disability shall be determined in accordance with the terms and provisions of such plans and programs; and
(viii) Executive shall have no further rights to any other compensation or benefits hereunder or granted hereunder on or after the termination of employment, or any other rights hereunder. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).
Appears in 1 contract
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If If, during the Term, the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him due to a disability (as defined for purposes of the Company’s long-term disability plan then in effect or, if no such plan is in effect, by virtue of ill health or other disability) for more than 180 consecutive or non-consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executiveperiod, the Company shall have the right, to the extent permitted by law, to terminate the Term and the employment of the Executive upon notice in writing to the Executive. Upon termination of the Term and the Executive’s employment due to death or disabilitydisability during the Term, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any Annual Base Salary earned through the date of termination, (B) any Performance Bonus determined by the Company to be earned and payable, but not yet paid in respect of any fiscal year completed before the date of termination, (C) all other rights and benefits earned and accrued or vested under this Agreement or under any plan, program, agreement, corporate governance document or arrangement of the Company (“Company Arrangements”) prior to the date of termination termination, and (and D) reimbursement under this Agreement for expenses incurred prior to the date of termination, in each case in accordance with the terms and conditions applicable thereto (clauses (A) through (D) collectively, the “Accrued Benefits”), ; (Bii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive a cash single-sum payment by wire transfer of immediately available funds in an amount equal to the value of his Base Salary that would have been paid to him for the remainder of the calendar year in which the termination occurs; (iii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive a single-sum payment by wire transfer of immediately available funds in an amount equal to (x) (I) $875,000, if the target bonus for the year date of termination multiplied by occurs on or prior to December 31, 2013, or (II) $1,500,000, if the date of termination occurs on or after January 1, 2014, multiplied, in each case, by (y) a fraction (x) fraction, the numerator of which is the number of days in the calendar year up to through the date of termination and (y) the denominator of which is 365; (iv) all outstanding unvested equity-based awards held by the Executive shall fully vest and become immediately exercisable, as applicable, subject to the terms of such awards; and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply in accordance with its terms and (iiiv) the Executive (or, or the Executive’s estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company Arrangements in accordance with their terms). By way of illustration Unless the payment is required to be delayed pursuant to Section 7.14(b) below, the cash amounts payable pursuant to clauses (but not limitationi), (ii) of the manner in which clause and (i)(Ciii) of the preceding sentence operates, if above shall be paid to the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and (or the Executive’s employment were to terminate estate or beneficiaries in the fourth year case of the vesting period due to death of the Executive) within 60 days following the date of his termination of employment on account of death or disability, then, so long as . In the performance measures are met at event that the end of the five-year performance period60 day period following such termination spans two calendar years, the amounts payable to the Executive or his estate would under this Section 4 shall be entitled to payments as though he had remained employed (and, if paid in the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited)later calendar year.
Appears in 1 contract
Samples: Employment Agreement (Institutional Financial Markets, Inc.)
Termination Upon Death or Disability. If the Executive dies during the Employment Term, the Employment Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 47.1. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the ExecutiveDisabled (as defined below), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination For purposes of employment this Agreement, the Executive will only be considered “Disabled” if the Executive is unable by reason of accident or illness (including mental illness) to perform essential job functions of his position for more than 180 consecutive days with reasonable accommodation that does not cause undue hardship. “Disability” will be determined by a physician reasonably acceptable to the Company and Executive or his legal representatives. If the Executive is terminated due to death or disabilityby reason of becoming Disabled, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any Annual Salary and other benefits wages earned and accrued under this Agreement prior to the date of termination of employment, (and B) reimbursement under this Agreement for expenses incurred prior to the termination of employment; (C) payment for any earned but unused vacation days, (D) any other amounts to which Executive is legally entitled to as of the date of terminationhis termination (the amounts in clauses (A) through and including (D) being the “Accrued Amounts”), (B) a cash payment equal to (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (CE) elimination any outstanding options held by Executive to the extent vested as of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply the date of such termination may be exercised by Executive or Executive’s estate for a period of one year following termination of employment in accordance with its terms this Section 7.1, and (iiiii) the 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. By way of illustration Any payments made pursuant to this Section 7.1 shall be made within thirty (but not limitation30) days of the manner in which clause (i)(C) termination of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in with the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited)Company.
Appears in 1 contract
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executiveperiod, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any 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) for a period of three years after termination of employment, the Executive (Bif applicable), and in the event of his death, his spouse and his dependents, shall receive such continuing coverage under the group health plans they would have received under this Agreement (but at such costs no higher than as in effect immediately preceding such termination) a cash payment as would have applied in the absence of such termination, provided that, the Company shall in no event be required to provide any benefits otherwise required by this clause (ii) after such time as the Executive becomes entitled to receive benefits of the same type from another employer or recipient of the Executive’s services; (iii) without duplication of any amounts due under clause (i), the Executive shall receive an amount equal to (I) the target annual bonus that, in the absence of such termination, would have been payable for the fiscal year in which termination occurs, payable at such time as would have applied in the absence of termination such termination, with such amount to be multiplied by (II) a fraction (x) the numerator of which is the number of days in the fiscal year up to preceding the termination and (y) the denominator of which is 365, and ; (Civ) elimination of any exclusively timeall outstanding unvested equity-based vesting conditions awards (but not performance conditionsincluding, which shall remain in effect) on any restricted stockwithout limitation, stock options and other equity restricted stock) held by the Executive shall fully vest and become immediately exercisable, as applicable, and subject to the terms of such awards, (ii) Section 3.7 shall apply in accordance with its terms ; and (iiiv) the Executive (or, or the Executive’s estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunder. By way hereunder (but, for the avoidance of illustration (but not limitation) of doubt, shall receive such disability and death benefits as may be provided under the manner Company’s plans and arrangements in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award accordance with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeitedtheir terms).
Appears in 1 contract
Samples: Employment Agreement (Feldman Mall Properties, Inc.)
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any Annual Salary Salary, bonus 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), (B) a cash payment equal to (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 3.8 shall apply in accordance with its terms and (iii) the 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. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).
Appears in 1 contract
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and there is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen determination by the Company that the Executive has become physically or mentally incapable of performing his duties under the Agreement and reasonably acceptable to such disability has disabled the ExecutiveExecutive for a cumulative period of one hundred eighty (180) days within a twelve (12) month period (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disabilityDisability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive receive, in a lump sum payment (subject to Section 7.16 of this Agreement) within thirty (30) days following the Executive’s termination of employment, (A) any Annual Salary Salary, Annual Bonus 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), (B) a cash payment equal to (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination Executive’s Annual Salary and (y) an amount equal to the denominator average of the Annual Bonuses awarded to the Executive for the last two years immediately preceding the year in which the Executive’s employment is 365terminated, provided, however, that if no Annual Bonus is awarded to the Executive for the year (or two years) preceding the year in which the Executive’s employment is terminated, the Executive will be entitled to a minimum bonus equal to 50% of the Executive’s Annual Salary (i.e., initially $137,500), and (C) elimination of any exclusively time-based vesting conditions the Executive’s car allowance for one (but not performance conditions, which shall remain in effect1) on any restricted stock, stock options and other equity awards, year; (ii) Section 3.7 all outstanding unvested equity-based incentives and awards held by the Executive shall apply thereupon vest and become free of restrictions and be exercisable in accordance with its terms their terms; and (iii) the 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. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).
Appears in 1 contract
Samples: Employment Agreement (Retail Opportunity Investments Corp)
Termination Upon Death or Disability. If This Agreement shall terminate upon Employee’s death or disability as follows:
(i) This Agreement shall terminate automatically upon Employee’s death. In the Executive dies during event this Agreement is terminated as a result of Employee’s death, Anaren shall continue payments of Employee’s Base Salary for a period of twenty-six (26) weeks following Employee’s death to the Termbeneficiary designated by Employee on the “Beneficiary Designation Form” attached to this Agreement as Appendix A.
(ii) Anaren may terminate this Agreement upon Employee’s Disability. For the purpose of this Agreement, Employee’s inability to perform Employee’s regular duties by reason of physical or mental illness or injury for a period of twenty-six (26) successive weeks (“Disability Period”) shall constitute “Disability.” The determination of Disability shall be made by a physician selected by Anaren and a physician selected by Employee; provided, however, that if the two physicians so selected shall disagree, the Term determination of Disability shall terminate as be submitted to Arbitration in accordance with the rules of the date of deathAmerican Arbitration Association, and the obligations decision of the Company under this Agreement to or with respect to Arbitrator shall be binding on both parties. During the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the ExecutiveDisability Period, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) Employee shall be entitled to receive (A) 100% of Employee’s Base Salary pursuant to Anaren’s short term disability policy, reduced by any 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), (B) a cash payment equal to (I) the target bonus which Employee may be entitled for the year Disability Period on account of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365such Disability, and (C) elimination of any exclusively time-based vesting conditions (including, but not performance conditionslimited to, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply in accordance with its terms and benefits provided under New York’s Workers’ Compensation law.
(iii) the Executive Upon termination of this Agreement due to Employee’s death or Disability, all restrictions on any Anaren stock granted to Employee shall be waived and Employee (or, in the case of or his death, his estate and beneficiariesbeneficiary) shall have no further rights be free to dispose of any other compensation such stock previously granted to Employee. Additionally, Anaren shall treat as immediately exercisable each unexpired stock option held by Employee that is not exercisable or benefits hereunder on that has not been fully exercised, so as to permit Employee (or after the termination of employment, his beneficiary) to purchase any portion or any other rights hereunder. By way of illustration (but not limitation) all of the manner in which clause (i)(C) Anaren common stock not yet purchased pursuant to each such option until the earlier of the preceding sentence operates, if latest date upon which the Executive were to hold an equity award with a five-year performance-based vesting condition, where option could have expired by its original terms under any circumstances or the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year tenth anniversary of the vesting period due to his death or disability, then, so long as date the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited)option was granted.
Appears in 1 contract
Samples: Employment Agreement (Anaren Inc)
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him due to a disability (as defined for purposes of the Company’s long-term disability plan then in effect or, if no such plan is in effect, by virtue of ill health or other disability) for more than 180 consecutive or non-consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executiveperiod, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any Annual Base Salary earned through the date of termination, (B) all other rights and other benefits earned and accrued or vested under this Agreement or under any plan, program, agreement, corporate governance document or arrangement of the Company (“Company Arrangements”) prior to the date of termination termination, and (and C) reimbursement under this Agreement for expenses incurred prior to the date of termination, in each case in accordance with the terms and conditions applicable thereto (clauses (A) through (C) collectively, the “Accrued Benefits”), ; (Bii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive a cash single-sum payment by wire transfer of immediately available funds in an amount equal to the value of his Base Salary that would have been paid to him for the remainder of the year in which the termination occurs; (iii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive a single-sum payment by wire transfer of immediately available funds in an amount equal to (Ix) the target bonus for the year of termination $900,000, multiplied by (IIy) a fraction (x) fraction, the numerator of which is the number of days in the calendar year up to through the date of termination and (y) the denominator of which is 365; (iv) all outstanding unvested equity-based awards held by the Executive shall fully vest and become immediately exercisable, as applicable, subject to the terms of such awards; and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply in accordance with its terms and (iiiv) the Executive (or, or the Executive’s estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company Arrangements in accordance with their terms). By way of illustration Unless the payment is required to be delayed pursuant to Section 7.14(b) below, the cash amounts payable pursuant to clauses (but not limitationi), (ii) of the manner in which clause and (i)(Ciii) of the preceding sentence operates, if above shall be paid to the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and (or the Executive’s employment were to terminate estate or beneficiaries in the fourth year case of the vesting period due to death of the Executive) within 60 days following the date of his termination of employment on account of death or disability, then, so long as . In the performance measures are met at event that the end of the five-year performance period60 day period following such termination spans two calendar years, the amounts payable to the Executive or his estate would under this Section 4 shall be entitled to payments as though he had remained employed (and, if paid in the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited)later calendar year.
Appears in 1 contract
Samples: Employment Agreement (Institutional Financial Markets, Inc.)
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 44.2. If the Executive becomes disabled “disabled” (defined for purposes of this Agreement, if Executive by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him her for more than 180 at least 90 consecutive or non-consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executiveperiod), the Company shall have the right, to the extent permitted by lawlaw (including under the Americans with Disabilities Act), to terminate the employment of the Executive upon notice in writing to the Executive. Upon death or termination of employment due to death or disabilityby virtue of disability in accordance with this Section 4.2, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled have no right to receive any compensation or benefits hereunder on and after the effective date of the termination of employment other than:
(A) the Accrued Obligations, as set forth in Section 4.1;
(B) any Annual Salary and other benefits Bonus earned and accrued under this Agreement for the Contract Year prior to the date year of termination (and reimbursement under this Agreement for expenses incurred prior to but not yet paid, which shall be paid at the date of terminationsuch Annual Bonus would have been paid had Executive’s employment not been terminated (any such entitlement, including the payment date, an “Accrued Bonus”), ;
(BC) a cash payment equal to the prorated portion (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is based on the number of days complete months employed during the Contract Year) of the Annual Bonus that Executive would have received had her employment not been terminated (based on the actual level of achievement of the applicable performance goals) for the Contract Year in which Executive’s employment hereunder terminates, payable at such time as the year up Annual Bonus would have been paid had Executive’s employment not been terminated, provided, however, that Executive shall not receive the Pro-Rata Bonus if the Company does not pay bonuses to employees generally for such Contract Year (such entitlement, including the termination and payment date, a “Pro-Rata Bonus”);
(y) the denominator of which is 365, and (CD) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any each outstanding unvested restricted stock, stock options option or other equity award and other incentive award in VICI REIT or the Company that Executive had been granted and which Executive then continues to hold; and
(E) to the extent that any of Executive’s vested equity awardsawards are subject to a restriction on transfer within a specified period following vesting, (ii) Section 3.7 such restriction shall apply in accordance with its terms and (iii) be lifted as of the date of termination. Executive (or, in the case of his her death, his her 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. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).
Appears in 1 contract
Termination Upon Death or Disability. If (a) Upon the Executive dies during the Term, the Term shall terminate as termination of the date of death, and the obligations of the Company under this Agreement to or with respect Employee's employment due to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue death of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the ExecutiveEmployee, the Company shall have the right, pay to the extent permitted estate of Employee (or the beneficiaries designated by lawEmployee, if applicable) certain compensation that would otherwise have been payable to terminate Employee, as provided in Section 16 hereof, and for the employment purposes of said section, the "Termination Date" shall be the date of Employee's death. If Employee dies during the Initial Term of this Agreement or any renewal thereof and all of the Executive upon notice Stock Options listed in writing Section 4, as well as any other stock options issued to Employee by the Company that are not listed in Section 4 (such other stock options being defined as "Stock Options" for purposes of this Section 15(a)), are not vested at the time of his death, then all of such Stock Options shall become immediately vested at Employee's death and shall be exercisable by his estate or beneficiary pursuant to the Executive. Upon termination terms of employment due to death his respective Stock Option agreements or disability, certificates.
(i) During any period of disability, illness or incapacity during the Executive (or term of this Agreement, which renders Employee temporarily unable to perform the Executive’s estate or beneficiaries in the case of the death of the Executive) services required under this Agreement, Employee shall be entitled continue to receive (A) any Annual the Basic Salary and other benefits earned and accrued payable under this Agreement. Employee's employment under this Agreement prior may be terminated as provided below upon Employee's permanent disability (as defined below).
(ii) Employee shall be deemed to have suffered "permanent disability" if Employee is unable by reason of any medically determined physical or mental impairment to perform the date duties required of termination (and reimbursement him under this Agreement for expenses incurred a period of one hundred eighty (180) consecutive days in any twelve-month period. Periods of disability arising from unrelated causes shall not be combined. Upon a determination of permanent disability, the Board of Directors of the Company may terminate Employee's employment upon thirty (30) days prior written notice. In the event of such termination, the Company shall pay to Employee certain compensation that would otherwise have been payable to Employee, as provided in Section 16, and for the purposes of said Section, the "Termination Date" shall be the effective date of termination), (B) a cash payment equal to (I) termination following the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply in accordance with its terms and (iii) the 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. By way of illustration (but not limitation) of the manner in which clause (i)(C) of Company's notice under the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited)sentence.
Appears in 1 contract
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any 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), (B) a cash payment equal to (I) the target bonus (if any) for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, if applicable, (ii) Section 3.7 3.6 shall apply in accordance with its terms and (iii) the 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. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).
Appears in 1 contract
Termination Upon Death or Disability. If Executive’s employment and the Employment Period are terminated because of the death or disability of Executive, Company shall, subject to Section 7.14, be obligated to pay Executive or, if applicable, Executive’s estate, the Accrued Amounts in lump sum form immediately on the Termination Date; provided, however, that payments for any unreimbursed expenses may be paid within ten (10) days after the Termination Date if the additional time is reasonably required to calculate those amounts. In addition, subject to Section 4.7 below, Company shall, subject to Section 7.14, be obligated to pay Executive or Executive’s estate (or provide Executive or Executive’s estate with) the following benefits as severance:
(i) if the Executive dies during and/or Executive’s dependents timely and properly elects continuation coverage under COBRA, Company shall reimburse Executive and/or Executive’s dependents for the Termmonthly COBRA premium paid by Executive and/or Executive’s dependents, and such reimbursement shall be paid to Executive and/or Executive’s dependents on the Term 1st day of the month immediately following the month in which Executive and/or Executive’s dependents timely remits the premium payment; provided that Executive and/or Executive’s dependents shall terminate as be eligible to receive such reimbursement until the earliest of (a) one (1) year anniversary of the Termination Date; and (b) the date on which Executive and/or Executive’s dependents become eligible to enroll in comparable coverage with another employer; and
(ii) all options or equity awards granted to Executive under the Initial Equity Award, any Subsequent Equity Awards, or any other equity awards that are or were unvested at the time of the Termination Date shall immediately and fully accelerate and shall be deemed to be fully vested. In addition, Executive or Executive’s estate shall have the right to exercise any such option up until the earlier of (a) the date that the option otherwise would have expired had Executive remained employed with Company; or (b) seven (7) years from the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any 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), (B) a cash payment equal to (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply in accordance with its terms and (iii) the 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. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).
Appears in 1 contract
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health eligible for disability benefits under the Company's long-term disability plans and arrangements (or, if none apply, would have been so eligible under the most recent plan or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executivearrangement), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided that the Company will have no right to terminate the Executive's employment if, in the opinion of a qualified physician reasonably acceptable to the Company, it is reasonably certain that the Executive will be able to resume the Executive's duties on a regular full-time basis within 90 days of the date the Executive receives notice of such termination. Upon death or other termination of employment due to death or by virtue of disability, (i) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall be entitled have no right to receive (A) any compensation or benefit hereunder on and after the effective date of the termination of employment other than Annual Salary and other benefits (but excluding any bonuses except as provided in the Bonus Plan or in clause (ii) below) 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), ; (Bii) the Executive (or the Executive's estate or beneficiaries in the case of the death of the Executive) shall be entitled to a cash payment equal to the Executive's Annual Salary (Ias in effect on the effective date of such termination) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of payable no later than 30 days in the year up to the termination and (y) the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply in accordance with its terms after such termination; and (iii) the Executive (or, in the case this Agreement shall otherwise terminate upon such death or other termination of his death, his estate employment and beneficiaries) there shall have be no further rights with respect to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate hereunder (except as provided in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeitedSection 7.14).
Appears in 1 contract
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and Employee is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive days or 270 non-consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executiveperiod, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive Employee upon notice in writing to the ExecutiveEmployee. Upon termination of employment due to death or disability, (i) the Executive Employee (or the ExecutiveEmployee’s estate or beneficiaries in the case of the death of the ExecutiveEmployee) shall be entitled to receive (A) any Annual Base 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), ; (Bii) the Employee (or the Employee’s estate or beneficiaries in the case of the death of the Employee) shall be entitled to receive a cash single-sum payment equal to his Base Salary; (Iiii) without duplication of any amounts due under clauses (i) and (ii), the target Employee (or the Employee’s estate or beneficiaries in the case of the death of the Employee) shall receive a single-sum payment equal to the value of the highest bonus for earned by the Employee in the one-year period preceding the date of termination termination, multiplied by (II) a fraction (x) the numerator of which is the number of days in the fiscal year up to preceding the termination and (y) the denominator of which is 365; (iv) health insurance benefits shall continue for the Employee (and/or his covered dependents, if applicable) for a period of six months; thereafter, Employee or his dependents shall be permitted to elect COBRA continuation coverage consistent with the applicable law; (v) all outstanding unvested equity-based awards held by the Employee shall fully vest and become immediately exercisable, as applicable, subject to the terms of such awards; (vi) the treatment of any performance-based long-term incentives shall be determined in the reasonable and good faith discretion of the Compensation Committee of the Board; and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply in accordance with its terms and (iiivii) the Executive Employee (or, or the Employee’s estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Employee) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms). By way of illustration Unless the payment is required to be delayed pursuant to Section 5.13(b) below, the cash amounts payable pursuant to clauses (but not limitationi), (ii) and (iii) above shall be paid to the Employee (or the Employee’s estate or beneficiaries in the case of the manner in which clause (i)(C) death of the preceding sentence operates, if Employee) within 60 days following the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s date of his termination of employment were to terminate in the fourth year on account of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).
Appears in 1 contract
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and . If there is a good faith determination by the obligations of the Company under this Agreement to or with respect to Board that the Executive shall terminate in their entirety upon has become physically or mentally incapable of performing his duties under the Agreement and such date except as otherwise provided under this Section 4. If disability has disabled the Executive becomes disabled by virtue for a cumulative period of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or nondays within any 12-consecutive days out of any consecutive 12 month period in the reasonable opinion of (a qualified physician chosen by the Company and reasonably acceptable to the Executive"Disability"), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment of the Executive due to his death or disabilityDisability, (i) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive receive, in a lump sum payment (Asubject to Section 8.16 of this Agreement) within 30 days following Executive's termination of employment: (x) any Annual Salary Salary, Annual Bonus and other benefits earned and accrued under this Agreement but not yet 24005515808-v5 - 3 - 80-40750027 paid prior to the date of termination termination, as well as any other amounts or benefits required by applicable law (and reimbursement under this Agreement for expenses incurred prior to the date of termination), ) (Bthe "Accrued Benefits") and (y) a cash payment equal to pro rata (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is based on the number of days employed in the fiscal year up of termination) target Annual Bonus for the fiscal year in which his termination of employment occurs; (ii) for a period of 24 months after termination of employment, such continuing medical benefits under the Company’s health plans and programs applicable to senior executives of the Company generally as the Executive and/or the Executive’s eligible beneficiaries would have received under this Agreement (and at such costs to the Executive or the Executive’s estate, as applicable) in the absence of such termination and (y) the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditionstaking into account any post-termination increases in Annual Salary that may otherwise have occurred without regard to such termination and that may have favorably affected such benefits) (or, which shall remain if such continuation of subsidized coverage would violate Section 105(h) of the Code, the Company will make monthly payments to the Executive in effect) an amount so that after payment of taxes on any restricted stockthe payments, stock options and other equity awards, (ii) Section 3.7 shall apply in accordance with its terms the Executive retains an amount equal to the monthly premium he is required to pay to continue the coverage); and (iii) the all outstanding equity (or equity-based) incentives and awards held by Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms and shall not expire prior to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder. By way of illustration (but not limitation) first anniversary of the manner in which clause (i)(C) date of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited)termination.
Appears in 1 contract
Samples: Employment Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and Executive's employment is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen terminated by the Company and reasonably acceptable to upon the Executive, the Company shall have the right, to the extent permitted 's Disability or by law, to terminate the employment reason of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability's death, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executivehis beneficiaries, as applicable) shall be entitled to receive the following:
(Ai) any Annual Salary and other benefits earned and accrued under this Agreement prior to Accrued Compensation (Section 7(a)(i) through 7(a)(v)) through the date of termination of the Executive’s employment;
(ii) all restrictions on any outstanding awards granted by the Company (including restricted stock awards) granted to the Executive shall lapse and reimbursement under this Agreement for expenses incurred prior such awards shall become fully (100%) and immediately vested, and all stock options and stock appreciation rights (including Initial Stock Option and Future Stock Options) granted to the Executive and vested through the date of termination)termination of the Executive’s employment pursuant to the vesting schedule in Section 3(c)(i) shall become immediately exercisable for a remaining life of the Stock Option, or a period which shall be no less than twelve (B12) a cash payment equal to (I) months following the target bonus for the year date of termination multiplied by (II) a fraction (x) of the numerator of which Executive’s employment, whichever is the number of days in the year up to the termination and (y) the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply in accordance with its terms and greater;
(iii) for a number of months equal to twelve (12), the Company shall at its expense continue on behalf of the Executive and/or Executive’s dependents and beneficiaries (orthe “Dependents”) the life insurance, disability, medical, dental, vision and hospitalization benefits which were being provided to the Executive and/or Dependents at the time Notice of Termination is given. In the event that the provisions of any such employee benefit arrangements do not permit continuing coverage, then the Company shall provide the Dependents with substantially equivalent coverage through other sources. The benefits provided in this Section 7(b)(iii) shall be no less favorable to the Dependents, in terms of amounts and deductibles and costs to them, than the case coverage provided the Dependents under the plans providing such benefits at the time Notice of his death, his estate and beneficiariesTermination is given. This Subsection (iii) shall have no further rights not be interpreted so as to limit any benefits to which the Dependents may be entitled under any of the Company's employee benefit plans, programs or practices following the Executive's termination of employment, including without limitation, retiree medical and life insurance benefits; and
(iv) the Executive's entitlement to any other compensation or benefits hereunder on or after shall be determined in accordance with the termination of employment, or any Company's employee benefit plans and other rights hereunder. By way of illustration (but not limitation) of the manner applicable programs and practices then in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited)effect.
Appears in 1 contract
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executiveperiod, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive services arrangement hereunder upon notice in writing to the Executive. Upon termination of employment the services arrangement hereunder due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any Annual Salary Guaranteed Payment and other benefits (including any allocations under Section 3.3 for any period completed before termination of this Agreement and the services arrangement hereunder (the “Prior Period Allocations”)) earned and accrued under this Agreement Agreement, but not yet paid, prior to the date of termination (and reimbursement under this Agreement for expenses actually incurred prior to the date termination of terminationthis Agreement and the services arrangement hereunder), ; (Bii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive a cash single-sum payment equal to the Guaranteed Payments that would have been paid to him for the remainder of the year in which the termination occurs; (iii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive a single-sum payment equal to (Ix) the target bonus any Supplemental Allocations for the year of period in which the termination occurs to which the Executive would have been entitled if a termination had not occurred in such period, multiplied by (IIy) a fraction (x1) the numerator of which is the number of days in the year up to such period preceding the termination and (y2) the denominator of which is 365the total number of days in such period, and (Civ) elimination of any exclusively time-all outstanding unvested equity based vesting conditions awards (but not performance conditionsincluding, which shall remain in effect) on any restricted stockwithout limitation, stock options and other equity restricted stock) held by the Executive shall fully vest and become immediately exercisable, as applicable, subject to the terms of such awards, (ii) Section 3.7 shall apply in accordance with its terms and (iiiv) the Executive (or, or the Executive’s estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunderhereunder (but, for the avoidance of doubt, shall receive such disability and death benefits as may be provided under the Company’s plans and arrangements in accordance with their terms). By way of illustration Unless the payment is required to be delayed pursuant to Section 7.15(b) below or as otherwise provided in Section 5.5 below, (but not limitationx) of the manner in which clause cash amounts payable pursuant to clauses (i)(Ci) of the preceding sentence operates, if and (ii) above shall be paid to the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and (or the Executive’s employment were to terminate estate or beneficiaries in the fourth year case of the vesting period due to death of the Executive) within 60 days following the date of his termination of the services arrangement hereunder on account of death or disability, thenand (y) the cash amounts payable pursuant to clause (iii) above shall be paid at such time when the Supplemental Allocation would otherwise be scheduled to be paid but for such termination under this Agreement. Other than the Prior Period Allocations (to which Section 3.9 shall apply), all payments under this Section 4 shall be treated and reported for United States federal income tax purposes as 707(c) Payments made by the Company to Executive (unless the Company, in consultation with its tax advisor(s), has otherwise determined, in which case such payments shall be treated and reported as so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeitedotherwise determined).”
Appears in 1 contract
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement Employer to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes permanently disabled for purposes of the long-term disability plan of the Employer for which the Executive is eligible and Executive is no longer able to work, or, in the event that there is no such plan, if the Executive by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him him, with or without reasonable accommodation, for more than 180 consecutive or non-consecutive days out of any consecutive 12 12-month period in period, then the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive, the Company Employer shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any 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), (B) including, but not limited to a cash payment equal to (I) the target bonus pro-rata Bonus for the year of termination multiplied by (IIwhich in no event shall be less than a similar pro-rata portion of the Executive’s bonus for the preceding year) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, be paid at such time as Bonuses are ordinarily paid; (ii) in the case of termination due to disability, the Executive shall be entitled to receive his Annual Salary for twelve (12) months following such termination less any amounts for which Executive is eligible to receive from long term disability insurance benefits under disability coverage furnished by the Employer to the Executive during such twelve (12) month period; (iii) the Executive (or, in the case of his death, his spouse and/or dependents) shall continue to receive all applicable benefits elected by Executive pursuant to Section 3.7 3.4 herein for a period of twelve (12) months following such termination and Company shall apply continue to pay for the foregoing in accordance with its terms Section 3.4 herein as if no such termination had occurred; and (iiiiv) the 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. By way of illustration (but not limitation) , except as otherwise provided in the plans and policies of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited)Employer.
Appears in 1 contract
Samples: Employment Agreement (LOCAL Corp)
Termination Upon Death or Disability. If In the Executive dies during event that your employment with the TermCompany is terminated as a result of your death or permanent disability then (i) all options which have been vested shall continue to be exercisable in accordance with the terms of the Company’s stock option plan and applicable legal requirements; (ii) the Company shall pay to you, your estate or your designated trust, as applicable, all payments of Base Salary accrued but unpaid on the Term date of termination, as well as all expenses incurred to the date of termination, shall be due and payable to within the required timeframe allowed by law and all further compensation by the Company to you hereunder shall terminate as of the date of death, termination; and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (iiii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) you shall be entitled to receive continue medical and dental insurance coverage for yourself and your dependents, at your expense, at the same level of coverage as was provided to you under the Company’s Health Care Coverage by electing COBRA in accordance with applicable law. For purposes hereof, the term “permanent disability” shall mean your inability to perform your duties as they exist at the time disability commences on account of illness, accident or other physical or mental incapacity which shall continue for a consecutive period of ninety (A90) days or an aggregate of one hundred twenty (120) days in any Annual consecutive twelve-month period. Termination without Cause or resignation as a result of Constructive Termination. In the event that your employment with the Company is terminated by the Company without Cause or through your resignation as a result of Constructive Termination, then (i) all options which have been vested shall continue to be exercisable in accordance with the terms of the Company’s stock option plan and applicable legal requirements; (ii) all payments of Base Salary and other benefits earned and accrued under this Agreement prior to but unpaid on the date of termination (and reimbursement under this Agreement for termination, as well as all expenses incurred prior to the date of termination), shall be due and payable to you immediately; (iii) unvested options will forfeit back to the Company on the date of termination, (Biv) the Company shall pay to you a cash payment severance payment, in monthly installments, equal to your Base Salary for a period of three (I3) months, but only if such termination occurs subsequent to your achieving a satisfactory performance review as given by the CEO and (v) the target bonus Company shall be responsible for all costs relating to maintaining your Health Care Coverage for you and your dependents under COBRA during the severance period. You shall be entitled to continue medical and dental insurance coverage for yourself and your dependents for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365remaining period, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply at your expense in accordance with its terms applicable law. However, such Health Care Coverage shall terminate upon your obtaining alternative Health Care Coverage (after completing any waiting periods for such coverage to become effective.) Authorization to Work. Federal government regulations require that all prospective employees present documentation verifying their identity and (iii) the Executive (or, demonstrating that they are authorized to work in the case of his deathUnited States. If you have any questions about this requirement, his estate which applies to U.S. citizens and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmentnon-U.S. citizens alike, or any other rights hereunder. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited)please contact our Human Resources Department.
Appears in 1 contract
Termination Upon Death or Disability. If This Agreement shall terminate upon Employee’s death or disability as follows:
(i) This Agreement shall terminate automatically upon Employee’s death. In the Executive dies during event this Agreement is terminated as a result of Employee’s death, Employer shall continue payments of Employee’s Base Salary for a period of twenty-six (26) weeks following Employee’s death to the Termbeneficiary designated by Employee on the “Beneficiary Designation Form” attached to this Agreement as Appendix A.
(ii) Employer may terminate this Agreement upon Employee’s Disability. For the purpose of this Agreement, Employee’s inability to perform Employee’s regular duties by reason of physical or mental illness or injury for a period of twenty-six (26) successive weeks (“Disability Period”) shall constitute “Disability.” The determination of Disability shall be made by a physician selected by Employer and a physician selected by Employee; provided, however, that if the two physicians so selected shall disagree, the Term determination of Disability shall terminate as be submitted to Arbitration in accordance with the rules of the date of deathAmerican Arbitration Association, and the obligations decision of the Company under this Agreement to or with respect to Arbitrator shall be binding on both parties. During the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the ExecutiveDisability Period, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) Employee shall be entitled to receive 100% of Employee’s Base Salary pursuant to Employer’s short term disability policy (A) and supplemented, if necessary, by Employee’s accrued but unused sick leave), reduced by any 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), (B) a cash payment equal to (I) the target bonus which Employee may be entitled for the year Disability Period on account of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365such Disability, and (C) elimination of any exclusively time-based vesting conditions (including, but not performance conditionslimited to, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply in accordance with its terms and benefits provided under New York’s Workers’ Compensation law.
(iii) the Executive Upon termination of this Agreement due to Employee’s death or Disability, all restrictions on any Employer stock granted to Employee shall be waived and Employee (or, in the case of or his death, his estate and beneficiariesbeneficiary) shall have no further rights be free to dispose of any other compensation such stock previously granted to Employee. Additionally, Employer shall treat as immediately exercisable each unexpired stock option held by Employee that is not exercisable or benefits hereunder on that has not been fully exercised, so as to permit Employee (or after the termination of employment, his beneficiary) to purchase any portion or any other rights hereunder. By way of illustration (but not limitation) all of the manner in which clause (i)(C) Employer common stock not yet purchased pursuant to each such option until the tenth anniversary of the preceding sentence operates, if date the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited)option was granted.
Appears in 1 contract
Samples: Employment Agreement (Anaren Inc)
Termination Upon Death or Disability. If Your employment by the Executive dies during the Term, the Term Company shall terminate as of the date of upon your death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled if, by virtue of ill health or other disability total and is permanent disability, you are unable to perform substantially your duties hereunder. The determination that, by virtue of total and continuously the permanent disability, you are unable to perform your duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of hereunder shall be made by a qualified physician chosen by the Company and reasonably acceptable satisfactory to you (or your legal representative). The cost of such examination shall be borne by the ExecutiveCompany. Without limiting the generality of the foregoing, unless otherwise agreed, you shall be conclusively presumed to be totally and permanently disabled hereunder if for reasons involving mental or physical illness or physical injury you fail to perform your duties hereunder for a period aggregating one hundred eighty (180) days or more in any twelve (12) consecutive month period. For purposes of this Paragraph 7, the termination date in the event of death shall be the date of death and in the event of such total and permanent disability shall be the earlier of the date of such physician's examination pursuant to which such determination is made or the first business day after which such 180 days has expired. In the event of such a termination of employment as a result of your death or total and permanent disability, the Company shall have no further obligations hereunder except as provided in Paragraphs 3 and 9 hereof and except as provided below in this Paragraph 7:
(a) In the rightevent of death, the Company shall pay to your estate amounts, at the extent permitted by lawBase Salary rate in effect on the termination date, to terminate in monthly payments, for a period of twelve (12) months following the employment termination date; and
(b) In the event of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or total and permanent disability, (i) the Executive Company shall pay to you (or your estate) amounts, at the Executive’s estate or beneficiaries Base Salary rate in effect on the case termination date, payable in monthly payments, for a period of twelve (12) months following the death of the Executivetermination date. Amounts to which you would otherwise be entitled under this subparagraph (b) shall be entitled reduced by the amount of any disability insurance proceeds actually paid to receive you or paid for your benefit (Aor to your estate or legal representatives) any Annual Salary and other benefits earned and accrued under this Agreement prior with respect to the date of termination such twelve (and reimbursement under this Agreement for expenses incurred prior to the date of termination), (B12) a cash payment equal to (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to months following the termination and (y) date under any disability policy provided by the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply in accordance with its terms and (iii) the 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. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited)Company.
Appears in 1 contract
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and there is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen determination by the Company that the Executive has become physically or mentally incapable of performing his duties under the Agreement and reasonably acceptable to such disability has disabled the ExecutiveExecutive for a cumulative period of one hundred eighty (180) days within a twelve (12) month period (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disabilityDisability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive receive, in a lump sum payment (subject to Section 7.18 of this Agreement) within thirty (30) days following Executive’s termination of employment, (A) any Annual Salary Salary, Annual Bonus 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), (B) a cash payment equal to (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination two times Annual Salary and (y) two times the denominator average of the Annual Bonuses awarded to the Executive for the last two years immediately preceding the year in which Executive’s employment is 365terminated, provided, however, that if no Annual Bonus is awarded to Executive for the year (or two years) preceding the year in which Executive’s employment is terminated, Executive will be entitled to a minimum bonus equal to 50% of the Executive’s Annual Salary (i.e., initially $375,000 x 2), and (C) elimination of any exclusively time-based vesting conditions the Executive’s car allowance for one (but not performance conditions, which shall remain in effect1) on any restricted stock, stock options and other equity awards, year; (ii) Section 3.7 all outstanding unvested equity-based incentives and awards held by the Executive shall apply thereupon vest and become free of restrictions and be exercisable in accordance with its terms their terms; and (iii) the 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. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).
Appears in 1 contract
Samples: Employment Agreement (Retail Opportunity Investments Corp)
Termination Upon Death or Disability. If Executive’s employment and the Employment Period are terminated because of the death or disability of Executive, Company shall, subject to Section 7.14, be obligated to pay Executive or, if applicable, Executive’s estate, the Accrued Amounts in lump sum form immediately on the Termination Date; provided, however, that payments for any unreimbursed expenses may be paid within ten (10) days after the Termination Date if the additional time is reasonably required to calculate those amounts. In addition, subject to Section 4.7 below, Company shall, subject to Section 7.14, be obligated to pay Executive or Executive’s estate (or provide Executive or Executive’s estate with) the following benefits as severance:
(i) if the Executive dies during and/or Executive’s dependents timely and properly elects continuation coverage under COBRA, Company shall reimburse Executive and/or Executive’s dependents for the Termmonthly COBRA premium paid by Executive and/or Executive’s dependents, and such reimbursement shall be paid to Executive and/or Executive’s dependents on the Term shall terminate as 1st day of the date month immediately following the month in which Executive and/or Executive’s dependents timely remits the premium payment; provided that Executive and/or Executive’s dependents shall be eligible to receive such reimbursement until the earliest of death, and the obligations (A) one (1) year anniversary of the Company under this Agreement Termination Date; and (B) the date on which Executive and/or Executive’s dependents become eligible to enroll in comparable coverage with another employer; and
(ii) all options or with respect equity awards granted to Executive (if any) that are or were unvested at the time of the Termination Date shall immediately and fully accelerate and shall be deemed to be fully vested. In addition, Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive, the Company ’s estate shall have the right, right to exercise any such option up until the extent permitted by law, to terminate the employment earlier of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the date that the option otherwise would have expired had Executive remained employed with Company; or (or the Executive’s estate or beneficiaries in the case of the death of the Executiveii) shall be entitled to receive seven (A7) any Annual Salary and other benefits earned and accrued under this Agreement prior to years from the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination), (B) a cash payment equal to (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply in accordance with its terms and (iii) the 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. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).
Appears in 1 contract
Termination Upon Death or Disability. If the Executive dies during the Term, the Term this Agreement shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-non- consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executiveperiod, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any 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) without duplication of any amounts due under clause (i), the Executive (Bor the Executive’s estate or beneficiaries in the case of the death of the Executive) a cash payment shall receive an amount equal to (I) the target annual bonus that, in the absence of such termination, would have been payable for the fiscal year in which termination occurs, payable at such time as would have applied in the absence of termination such termination, with such amount to be multiplied by (II) a fraction (x) the numerator of which is the number of days in the fiscal year up to preceding the termination and (y) the denominator of which is 365; (iii) all outstanding unvested equity-based awards (including, without limitation, stock options, LTIP units and restricted stock) held by or granted to the Executive shall fully vest and become immediately exercisable, as applicable, and (C) elimination subject to the terms of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity such awards, (ii) Section 3.7 shall apply in accordance with its terms ; and (iiiiv) the Executive (or, or the Executive’s estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunder. By way hereunder (but, for the avoidance of illustration (but not limitation) of doubt, shall receive such disability and death benefits as may be provided under the manner Company’s plans and arrangements in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award accordance with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeitedtheir terms).
Appears in 1 contract
Samples: Employment Agreement (Midlantic Office Trust, Inc.)
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12 12-month period and Executive’s disability is confirmed in the reasonable opinion of a qualified physician chosen writing by the Company and reasonably acceptable to the Executivean independent physician, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any 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), ; (Bii) a cash payment the Executive shall be entitled to receive an amount equal to (I) the target bonus his Annual Salary for the remainder of the year in which such termination occurs; (iii) without duplication of any amounts due under clauses (i) and (ii), the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall receive an amount equal to the annual bonus that, in the absence of such termination, would have been payable for the fiscal year in which termination occurs, payable at such time as would have applied in the absence of such termination, with such amount to be multiplied by (II) a fraction (x) the numerator of which is the number of days in the fiscal year up to preceding the termination and (y) the denominator of which is 365; (iv) all outstanding unvested equity-based awards pursuant to the Plan held by the Executive shall fully vest and become immediately exercisable, as applicable, and (C) elimination subject to the terms of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity such awards, (ii) Section 3.7 shall apply in accordance with its terms ; and (iiiv) the Executive (or, or the Executive’s estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunder. By way hereunder (but, for the avoidance of illustration (but not limitation) of doubt, shall receive such disability and death benefits as may be provided under the manner Company’s plans and arrangements in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award accordance with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeitedtheir terms).
Appears in 1 contract
Termination Upon Death or Disability. If Your employment by the Executive dies during the Term, the Term Company ------------------------------------ shall terminate as of the date of upon your death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled if, by virtue of ill health or other disability total and is permanent disability, you are unable to perform substantially your duties hereunder. The determination that, by virtue of total and continuously the permanent disability, you are unable to perform your duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of hereunder shall be made by a qualified physician chosen by the Company and reasonably acceptable satisfactory to you (or your legal representative). The cost of such examination shall be borne by the ExecutiveCompany. Without limiting the generality of the foregoing, unless otherwise agreed, you shall be conclusively presumed to be totally and permanently disabled hereunder if for reasons involving mental or physical illness or physical injury you fail to perform your duties hereunder for a period aggregating one hundred eighty (180) days or more in any twelve (12) consecutive month period. For purposes of this Paragraph 7, the termination date in the event of death shall be the date of death and in the event of such total and permanent disability shall be the earlier of the date of such physician's examination pursuant to which such determination is made or the first business day after which such 180 days has expired. In the event of such a termination of employment as a result of your death or total and permanent disability, the Company shall have no further obligations hereunder except as provided in Paragraphs 3 and 9 hereof and except as provided below in this Paragraph 7:
(a) In the rightevent of death, the Company shall pay to your estate amounts, at the extent permitted by lawBase Salary rate in effect on the termination date, to terminate in monthly payments, for a period of twelve (12) months following the employment termination date; and
(b) In the event of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or total and permanent disability, (i) the Executive Company shall pay to you (or your estate) amounts, at the Executive’s estate or beneficiaries Base Salary rate in effect on the case termination date, payable in monthly payments, for a period of twelve (12) months following the death of the Executivetermination date. Amounts to which you would otherwise be entitled under this subparagraph (b) shall be entitled reduced by the amount of any disability insurance proceeds actually paid to receive you or paid for your benefit (Aor to your estate or legal representatives) any Annual Salary and other benefits earned and accrued under this Agreement prior with respect to the date of termination such twelve (and reimbursement under this Agreement for expenses incurred prior to the date of termination), (B12) a cash payment equal to (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to months following the termination and (y) date under any disability policy provided by the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply in accordance with its terms and (iii) the 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. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited)Company.
Appears in 1 contract
Termination Upon Death or Disability. 4.1 If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. .
4.2 If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive nonconsecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executiveperiod, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. .
4.3 Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any 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) without duplication of any amounts due under clause (i) , Executive (Bor Executive’s estate or beneficiaries in the case of the death of Executive) a cash payment shall receive an amount equal to (I) the target annual bonus that, in the absence of such termination, would have been payable for the calendar year in which termination occurs, payable at such time as would have applied in the absence of termination such termination, with such amount to be multiplied by (II) a fraction (x) the numerator of which is the number of days in the calendar year up to preceding the termination and (y) the denominator of which is 365, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, (ii) Section 3.7 shall apply in accordance with its terms and 360; (iii) all outstanding unvested Options pursuant to the Plan held by Executive shall fully vest and become immediately exercisable, as applicable, and subject to the terms of such Plan; and (iv) Executive (or, or Executive’s estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunder. By way hereunder (but, for the avoidance of illustration (but not limitation) of the manner doubt, shall receive such disability and death benefits as may be provided under Company’s plans and arrangements in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award accordance with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeitedtheir terms).
Appears in 1 contract
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and there is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen determination by the Company that the Executive has become physically or mentally incapable of performing his duties under the Agreement and reasonably acceptable to such disability has disabled the ExecutiveExecutive for a cumulative period of one hundred eighty (180) days within a twelve (12) month period (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disabilityDisability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive receive, in a lump sum payment (subject to Section 7.17 of this Agreement) within thirty (30) days following Executive’s termination of employment, (A) any Annual Salary Salary, Annual Bonus 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), (B) a cash payment equal to (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination Executive’s Annual Salary and (y) an amount equal to the denominator average of the Annual Bonuses awarded to the Executive for the last two years immediately preceding the year in which Executive’s employment is 365terminated, provided, however, that if no Annual Bonus is awarded to Executive for the year (or two years) preceding the year in which Executive’s employment is terminated, Executive will be entitled to a minimum bonus equal to 50% of the Executive’s Annual Salary (i.e., initially $250,000), and (C) elimination of any exclusively time-based vesting conditions the Executive’s car allowance for one (but not performance conditions, which shall remain in effect1) on any restricted stock, stock options and other equity awards, year; (ii) Section 3.7 all outstanding unvested equity-based incentives and awards held by the Executive shall apply thereupon vest and become free of restrictions and be exercisable in accordance with its terms their terms; and (iii) the 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. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).
Appears in 1 contract
Samples: Employment Agreement (Retail Opportunity Investments Corp)
Termination Upon Death or Disability. If This Agreement shall terminate automatically upon Executive's death. This Agreement may be terminated by the Executive dies Company during the TermEmployment Term in case of Executive's permanent disability (defined as physical or mental inability, the Term shall terminate as of the date of deathconfirmed by a licensed physician, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously all of the duties assigned to him services described herein that continues for more than a period of 180 consecutive or non-consecutive days out of in any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive365-day period). Upon death or termination of employment due to death or disability, by virtue of disability during the Employment Term:
(i) the Company shall pay Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall be entitled a lump sum equal to receive (A) any Annual Salary annual salary and other benefits earned and accrued under this Agreement prior to the date of termination Termination Date (and reimbursement under this Agreement for expenses incurred prior to the date of terminationTermination Date), ;
(Bii) a cash payment the Company shall pay Executive an amount equal to (I) the target bonus Annual Bonus for the year of termination Termination Year multiplied by (II) a fraction (x) fraction, the numerator of which is the number of days elapsed in the year up to Termination Year through the termination Termination Date and (y) the denominator of which is 365the number of days in the Termination Year;
(iii) all outstanding unvested Options granted under Section B, Paragraph 3(e), and (C) elimination of any exclusively time-based vesting conditions (but not performance conditionsall other outstanding unvested stock options, which shall remain in effect) on any restricted stock, stock options and other equity awards, unvested equity-type interests shall vest and shall otherwise be exercisable for the greater of (ii1) Section 3.7 shall apply one year after the effective date of such termination or up to one year after the effective date of such termination or (2) in accordance with their terms (provided, however, that the Board, in its sole discretion, may extend such exercise period, forgive any authorized loan previously made to Executive to purchase any such stock, and/or modify any of the other terms and conditions of any such stock option, stock award or other equity-type award programs, on terms no less favorable to Executive than those provided for herein);
(iiiiv) the Company shall continue to provide, for the longer of one year or the remainder of the Employment Term, Executive (or, or his family in the case of his death) with the level of health/medical insurance or coverage provided to Executive at the time of such death or disability;
(v) any continued rights and benefits that Executive, his or Executive's estate or other legal representatives, may have under employee benefit plans and beneficiariesprograms of the Company upon such death or disability shall be determined in accordance with the terms and provisions of such plans and programs; and
(vi) Executive shall have no further rights to any other compensation or benefits hereunder or granted hereunder on or after the termination of employment, or any other rights hereunder. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).
Appears in 1 contract
Termination Upon Death or Disability. If This Agreement shall terminate automatically upon Executive’s death. This Agreement may be terminated by the Executive dies Company during the TermEmployment Term in case of Executive’s permanent disability (defined as physical or mental inability, the Term shall terminate as of the date of deathconfirmed by a licensed physician, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously all of the duties assigned to him services described herein that continues for more than a period of 180 consecutive or non-consecutive days out of in any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive365-day period). Upon death or termination of employment due to death or disability, by virtue of disability during the Employment Term:
(i) the Company shall pay Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled a lump sum equal to receive (A) any Annual Salary annual salary and other benefits earned and accrued under this Agreement prior to the date of termination Termination Date (and reimbursement under this Agreement for expenses incurred prior to the date Termination Date);
(ii) the Company shall pay Executive (or Executive’s estate or beneficiaries in the case of termination), (Bdeath of Executive) a cash payment an amount equal to (I) the target bonus Annual Bonus for the year of termination Termination Year multiplied by (II) a fraction (x) fraction, the numerator of which is the number of days elapsed in the year up to Termination Year through the termination Termination Date and (y) the denominator of which is 365the number of days in the Termination Year;
(iii) all outstanding unvested stock options, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, unvested equity-type interests shall vest and shall otherwise be exercisable for the greater of (ii1) Section 3.7 shall apply one year after the effective date of such termination or up to one year after the effective date of such termination or (2) in accordance with their terms (provided, however, that the Board, in its sole discretion, may extend such exercise period, forgive any authorized loan previously made to Executive to purchase any such stock, and/or modify any of the other terms and conditions of any such stock option, stock award or other equity-type award programs, on terms no less favorable to Executive than those provided for herein);
(iiiiv) the Company shall continue to provide, for the longer of one year or the remainder of the Employment Term, Executive (or, or his family in the case of his death) with the level of health/medical insurance or coverage provided to Executive at the time of such death or disability;
(v) the Company shall pay to Executive the aggregate amount of any remaining unpaid supplemental cash payments under Section B, his Paragraph 4(f) hereof;
(vi) any continued rights and benefits that Executive, or Executive’s estate or other legal representatives, may have under employee benefit plans and beneficiariesprograms of the Company upon such death or disability shall be determined in accordance with the terms and provisions of such plans and programs; and
(vii) Executive shall have no further rights to any other compensation or benefits hereunder or granted hereunder on or after the termination of employment, or any other rights hereunder. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).
Appears in 1 contract
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executiveperiod, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive; provided, however, that, the Company will have no right to terminate the Executive’s employment for disability under this Section 4 if, in the opinion of a qualified physician reasonably acceptable to the Company, it is reasonably certain that the Executive will be able to resume the Executive’s duties on a regular full-time basis within 60 days of the date the Executive receives notice of such termination. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any Annual Salary Salary, Annual Bonus 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), (Bii) a cash payment equal to (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (C) elimination of any exclusively timeall outstanding unvested equity-based vesting conditions awards (but not performance conditionsincluding, which shall remain in effect) on any restricted stockwithout limitation, stock options and restricted stock) held by the Executive shall fully vest and become immediately exercisable, as applicable, subject to the other equity terms of such awards, (ii) Section 3.7 shall apply in accordance with its terms and (iii) except as otherwise required under applicable law, the Executive (or, in the case event 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. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).
Appears in 1 contract
Termination Upon Death or Disability. If This Agreement shall terminate automatically upon Executive's death. This Agreement may be terminated by the Executive dies Company during the TermEmployment Term in case of Executive's permanent disability (defined as physical or mental inability, the Term shall terminate as of the date of deathconfirmed by a licensed physician, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously all of the duties assigned to him services described herein that continues for more than a period of 180 consecutive or non-consecutive days out of in any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executive, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive365-day period). Upon death or termination of employment due to death or disability, by virtue of disability during the Employment Term:
(i) the Company shall pay Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall be entitled a lump sum equal to receive (A) any Annual Salary annual salary and other benefits earned and accrued under this Agreement prior to the date of termination Termination Date (and reimbursement under this Agreement for expenses incurred prior to the date Termination Date);
(ii) the Company shall pay Executive (or Executive's estate or beneficiaries in the case of termination), (Bdeath of Executive) a cash payment an amount equal to (I) the target bonus Annual Bonus for the year of termination Termination Year multiplied by (II) a fraction (x) fraction, the numerator of which is the number of days elapsed in the year up to Termination Year through the termination Termination Date and (y) the denominator of which is 365the number of days in the Termination Year;
(iii) all outstanding unvested stock options, and (C) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity awards, unvested equity-type interests shall vest and shall otherwise be exercisable for the greater of (ii1) Section 3.7 shall apply one year after the effective date of such termination or (2) in accordance with their terms (provided, however, that the Board, in its sole discretion, may extend such exercise period, forgive any authorized loan previously made to Executive to purchase any such stock, and/or modify any of the other terms and conditions of any such stock option, stock award or other equity-type award programs, on terms no less favorable to Executive than those provided for herein);
(iiiiv) any continued rights and benefits that Executive, or Executive's estate or other legal representatives, may have under employee benefit plans and programs of the Company upon such death or disability shall be determined in accordance with the terms and provisions of such plans and programs; 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 or granted hereunder on or after the termination of employment, or any other rights hereunder. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).
Appears in 1 contract
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 44.1. If the Executive becomes disabled 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 and is unable to perform substantially and continuously the duties assigned to him for more than 180 at least 120 consecutive or non-consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executiveperiod), the Company shall have the right, to the extent permitted by law, to terminate the employment of the 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 due to death or disabilityby virtue of disability in accordance with this Section 4.1, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (Ai) any 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), ; (Bii) a cash payment equal to (I) the target bonus prorated portion of the Annual Bonus at the “target” level for the year Contract Year or partial Contract Year in which Executive’s employment hereunder terminates, payable within the 70 day period commencing on the date of termination multiplied by Executive’s separation from service; (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (Ciii) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and option or other equity awardsawards in the Company he had been granted which he then continues to hold, to the extent then unvested (iiit being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) Section 3.7 shall apply will continue in effect in accordance with its terms 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 (iiiB) 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. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).
Appears in 1 contract
Samples: Employment Agreement (National Retail Properties, Inc.)
Termination Upon Death or Disability. If the Executive dies during the ------------------------------------ Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue for purposes of ill health or other the long-term disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out plan of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to for which the ExecutiveExecutive is eligible, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s 's estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (Ai) any Annual Salary and other benefits earned and accrued under this Agreement but unpaid prior to the termination of the Executive's employment, (ii) a pro-rata payment of the Executive's target annual bonus through the date of the termination of the Executive's employment due to death or disability, (iii) payment in respect of accrued but unused vacation time prior to the termination of the Executive's employment and (iv) reimbursement under this Agreement for expenses properly incurred prior to the date termination of termination)the Executive's employment. In addition, upon a termination due to death or disability, the Executive shall receive (Bi) a cash payment equal to (I) payment, at the target bonus for time awards under the year MRP are otherwise paid, of termination multiplied by (II) a fraction (x) 100% of the numerator of which is the number of days in the year up MRP award, to the termination and (y) the denominator of which is 365extent not previously paid, and (Cii) elimination payment, at the time the next installment award would otherwise have been paid under the DRP, of any exclusively time-based vesting conditions (but not performance conditionsthe next installment award under the DRP, which will be determined with individual performance targets treated as if they were fully achieved and based on corporate performance targets actually achieved in respect of that award. The Executive shall remain also continue to receive payments in effect) on any restricted stockrespect of those options that were not vested immediately prior to the Effective Time but which have an exercise price that is less than the Per Share Amount (as defined in the Merger Agreement), stock options and other equity awards, (ii) Section 3.7 shall apply at the time such payments would otherwise have been made in accordance with its terms and (iii) the vesting schedule set forth in such option agreement. The 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. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long hereunder except as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited)required by law.
Appears in 1 contract
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 44.2. If the Executive becomes disabled “disabled” (defined for purposes of this Agreement, if Executive by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 at least 90 consecutive or non-consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the Executiveperiod), the Company shall have the right, to the extent permitted by lawlaw (including under the Americans with Disabilities Act), to terminate the employment of the Executive upon notice in writing to the Executive. Upon death or termination of employment due to death or disabilityby virtue of disability in accordance with this Section 4.2, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled have no right to receive any compensation or benefits hereunder on and after the effective date of the termination of employment other than:
(A) the Accrued Obligations, as set forth in Section 4.1;
(B) any Annual Salary and other benefits Bonus earned and accrued under this Agreement for the Contract Year prior to the date year of termination (and reimbursement under this Agreement for expenses incurred prior to but not yet paid, which shall be paid at the date of terminationsuch Annual Bonus would have been paid had Executive not terminated employment (any such entitlement, including the payment date, an “Accrued Bonus”), ;
(BC) a cash payment equal to the prorated portion (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is based on the number of days complete months employed during the Contract Year) of the Annual Bonus that Executive would have received had he not terminated employment (based on the actual level of achievement of the applicable performance goals) for the Contract Year in which Executive’s employment hereunder terminates, payable at such time as the year up Annual Bonus would have been paid had Executive not terminated employment, provided, however, that Executive shall not receive the Pro-Rata Bonus if the Company does not pay bonuses to employees generally for such Contract Year (such entitlement, including the termination and payment date, a “Pro-Rata Bonus”); and
(y) the denominator of which is 365, and (CD) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any each outstanding unvested restricted stock, stock options option or other equity award and other equity awards, (ii) Section 3.7 shall apply incentive award in accordance with its terms the Company that Executive had been granted and (iii) the which Executive then continues to hold. 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. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).
Appears in 1 contract
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 12-month period in the reasonable opinion of a qualified physician chosen by the Company and reasonably acceptable to the ExecutiveExecutive (the foregoing circumstance being referred to below as a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disabilityDisability during the Term, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any Annual Salary Salary, bonus 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), (Bii) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) a cash payment equal to (I) the target bonus for the year of termination (or the prior year if a target bonus had not been set for such year as of the date of the termination) multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination and (y) the denominator of which is 365, and (CB) elimination of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effecteffect subject to the terms thereof) on any restricted stock, LTIP Units in DCT Industrial Operating Partnership LP (“LTIP Units”), stock options and other equity awards; provided that, in the event of termination of employment due to Disability, the Executive will only be entitled to receive the payment and accelerated vesting set forth in this clause (ii) Section 3.7 shall apply in accordance with its terms and (iii) the 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. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with resigns as a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year member of the vesting period due Board and executes and delivers to his death the Company a general release in a form reasonably acceptable to the Company, which does not require the release of any payment rights under this Section 4 or disabilityunder Section 3.7, then, so long as the performance measures are met within twenty-one (21) days following such termination and such release becomes irrevocable at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).earliest possible time under applicable law following such execution and delivery,
Appears in 1 contract
Samples: Employment Agreement (DCT Industrial Operating Partnership LP)
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and there is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive days out of any consecutive 12 month period in the reasonable opinion of a qualified physician chosen determination by the Company that the Executive has become physically or mentally incapable of performing his duties under the Agreement and reasonably acceptable to such disability has disabled the ExecutiveExecutive for a cumulative period of one hundred eighty (180) days within a twelve (12) month period (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disabilityDisability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive receive, in a lump sum payment (subject to Section 7.17 of this Agreement) within thirty (30) days following Executive’s termination of employment, (A) any Annual Salary Salary, Annual Bonus 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), and (B) a cash payment equal to (I) the target bonus for the year of termination multiplied by (II) a fraction (x) the numerator of which is the number of days in the year up to the termination Executive’s Annual Salary and (y) an amount equal to the denominator average of the Annual Bonuses awarded to the Executive for the last two years immediately preceding the year in which Executive’s employment is 365terminated, and provided, however, that if no Annual Bonus is awarded to Executive for the year (Cor two years) elimination preceding the year in which Executive’s employment is terminated, Executive will be entitled to a minimum bonus equal to 50% of any exclusively time-based vesting conditions the Executive’s Annual Salary (but not performance conditionsi.e., which shall remain in effect) on any restricted stock, stock options and other equity awards, initially 125,000); (ii) Section 3.7 all outstanding unvested equity-based incentives and awards held by the Executive shall apply thereupon vest and become free of restrictions and be exercisable in accordance with its terms their terms; and (iii) the 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. By way of illustration (but not limitation) of the manner in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeited).
Appears in 1 contract
Samples: Employment Agreement (Retail Opportunity Investments Corp)
Termination Upon Death or Disability. If the Executive dies during the Term, the Term shall terminate as of the date of death, and the obligations of the Company under this Agreement to or with respect to the Executive shall terminate in their entirety upon such date except as otherwise provided under this Section 4. If the Executive becomes disabled by virtue of ill health or other disability and is unable to perform substantially and continuously the duties assigned to him due to a disability as defined for purposes of the Company’s long-term disability plan then in effect, or, if no such plan is in effect, by virtue of ill health or other disability for more than 180 consecutive or non-consecutive days out of any consecutive 12 12-month period and Executive’s disability is confirmed in the reasonable opinion of a qualified physician chosen writing by the Company and reasonably acceptable to the Executivean independent physician, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon termination of employment due to death or disability, (i) the Executive (or the Executive’s estate or beneficiaries in the case of the death of the Executive) shall be entitled to receive (A) any 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) without duplication of any amounts due under clause (i), the Executive (Bor the Executive’s estate or beneficiaries in the case of the death of the Executive) a cash payment shall receive an amount equal to (I) the target annual bonus that, in the absence of such termination, would have been payable for the fiscal year in which termination occurs, payable at such time as would have applied in the absence of termination such termination, with such amount to be multiplied by (II) a fraction (x) the numerator of which is the number of days in the fiscal year up to preceding the termination and (y) the denominator of which is 365; (iii) all outstanding unvested equity-based awards pursuant to the Plan held by the Executive shall fully vest and become immediately exercisable, as applicable, and (C) elimination subject to the terms of any exclusively time-based vesting conditions (but not performance conditions, which shall remain in effect) on any restricted stock, stock options and other equity such awards, (ii) Section 3.7 shall apply in accordance with its terms ; and (iiiiv) the Executive (or, or the Executive’s estate or beneficiaries in the case of his death, his estate and beneficiariesthe death of the Executive) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employmenthereunder, or any other rights hereunder. By way hereunder (but, for the avoidance of illustration (but not limitation) of doubt, shall receive such disability and death benefits as may be provided under the manner Company’s plans and arrangements in which clause (i)(C) of the preceding sentence operates, if the Executive were to hold an equity award accordance with a five-year performance-based vesting condition, where the Executive would also need to remain employed during such period, and the Executive’s employment were to terminate in the fourth year of the vesting period due to his death or disability, then, so long as the performance measures are met at the end of the five-year performance period, the Executive or his estate would be entitled to payments as though he had remained employed (and, if the performance measures are not met at the end of the five-year performance period, the award is thereupon forfeitedtheir terms).
Appears in 1 contract
Samples: Employment Agreement (Taberna Realty Finance Trust)
