Termination Upon Disability, Death or Retirement Sample Clauses

Termination Upon Disability, Death or Retirement. (i) If, prior to an IPO Event, a Management Stockholder’s employment with the Company and its subsidiaries is terminated due to the Retirement, Disability or death of the Management Stockholder, then the Company (or its designee) shall have the right, for 120 days following the date of termination of such employment and subject in each case to the provisions of Sections 7.3 hereof, to purchase from such Management Stockholder (or the personal representatives of such deceased Management Stockholder, as the case may be) and his or her Permitted Transferees, and such Management Stockholder (or the personal representatives of such deceased Management Stockholder, as the case may be) and his or her Permitted Transferees shall be required to sell on one occasion to the Company (or its designee), all Company Stock then held by such person(s) at a price equal to 85% of the Fair Market Value; provided, however, that in the event of such “call” (a “Management Stockholder Call Event”), if prior to 180 days after the consummation of such Management Stockholder Call Event, a Change of Control shall have occurred, the Company will pay to such Management Stockholder upon consummation of such Change of Control (x) the positive difference between (i) the price per share of Company Stock paid to Stockholders in connection with the Change of Control (based on the value of cash or property (including the retained value of any security and the present value of any right to receive payment in the future) paid to such Stockholders in the Change of Control) and (ii) the purchase price per share of Company Stock paid to the Management Stockholder in such Management Stockholder Call Event, multiplied by (y) the number of shares of Company Stock sold in such Management Stockholder Call Event.
Sample 1
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Termination Upon Disability, Death or Retirement. (i) If, prior to an IPO Event, an Employee Shareholder's employment with the Company and its subsidiaries is terminated due to the Retirement, Disability or death of the Employee Shareholder, then the Company (or its designee) shall have the right, for 90 days following the date of termination of such employment and subject in each case to the provisions of Sections 7.3 hereof, to purchase from such Employee Shareholder (or the personal representatives of such deceased Employee Shareholder, as the case may be) and his or her Permitted Transferees, and such Employee Shareholder (or the personal representatives of such deceased Employee Shareholder, as the case may be) and his or her Permitted Transferees shall be required to sell on one occasion to the Company (or its designee), all Company Stock then held by such person(s) at a price equal to 100% of the Fair Market Value; provided, however, that in the event of such "call", if prior to 90 days after the consummation of such call, the Company shall have entered into a definitive agreement with respect to a Change of Control, then the Company shall pay to such Employee Shareholder upon consummation of such Change of Control (x) the positive difference, if any, between (i) the price per share of Company Stock paid to Shareholders in connection with the Change of Control and (ii) the purchase price per share of Company Stock paid to the Employee Shareholder in such call event, multiplied by (y) the number of shares of Company Stock sold in such call event; provided, further, that the Company shall not be entitled to exercise such "call" right with respect to shares of Company Stock owned by Xxxxxxx X. Xxxxx or Xxxxx Xxxxxxxxx issued pursuant to the Merger or purchased by Xxxxxxx X. Xxxxx or Xxxxx Xxxxxxxxx simultaneously with the Closing of the Merger.
Sample 1
Termination Upon Disability, Death or Retirement. (i) If, prior to an IPO Event, a Management Shareholder's employment with the Company and its Subsidiaries is terminated due to the Retirement, Disability or death of the Management Shareholder, then the Company (or its designee) shall have the right, for 120 days following the date of termination of such employment and subject in each case to the provisions of Section 6.3 hereof, to give notice to purchase from such Management Shareholder (or the personal representatives of such deceased Management Shareholder, as the case may be) and his or her Permitted Transferees, and such Management Shareholder (or the personal representatives of such deceased Management Shareholder, as the case may be) and his or her Permitted Transferees shall be required to sell on one occasion to the Company (or its designee), all Company Stock then held by such person(s) at a price equal to Fair Market Value.
Sample 1
Termination Upon Disability, Death or Retirement. (i) If, prior to an IPO Event, a Management Member's employment with the Company and its Subsidiaries is terminated due to the Retirement, Disability or death of the Management Member, then the Company (or its designee) shall have the right, for 120 days following the date of termination of such employment and subject in each case to the provisions of Section 11.3, to give notice to purchase or cause to be purchased from such Management Member (or the personal representatives of such deceased Management Member, as the case may be) and his or her Permitted Transferees, and such Management Member (or the personal representatives of such deceased Management Member, as the case may be) and his or her Permitted Transferees shall be required to sell on one occasion to the Company (or its designee), (A) all exercisable Options then held by such Person(s) at a price equal to 100% of the Fair Market Value of such Options and (B) all Units then held by such Person(s) at a price equal to the greater of the cost at which such Units were purchased or 100% of the Fair Market Value of such Units.
Sample 1

Related to Termination Upon Disability, Death or Retirement

  • Termination upon Disability or Death If Executive’s employment shall terminate by reason of Executive’s Disability (pursuant to Section 14(a)(ii)) or death (pursuant to Section 14(a)(i)), the Company shall pay to Executive, in a lump sum cash payment as soon as practicable following the Date of Termination, all unpaid Annual Base Salary and Bonus previously earned for a performance period ending prior to the Date of Termination, but unpaid as of the Date of Termination, and the pro rata portion of their Bonus for such year (when and as paid to other senior executives of the Company) for the Performance Period in which the termination occurred. In the case of Disability, if there is a period of time during which Executive is not being paid Annual Base Salary and not receiving long-term disability insurance payments, the Company shall make interim payments equal to such unpaid disability insurance payments to Executive until commencement of disability insurance payments; provided that, to the extent required to avoid the tax consequences of Section 409A of the Code, as determined by independent tax counsel, the first payment shall cover all payments scheduled to be made to Executive during the first six (6) months after the date Executive’s employment terminates, and the first such payment shall be delayed until the day that is six (6) months after the date Executive’s employment terminates.

  • Termination Upon Death or Disability If the Executive dies during the Term, the Term shall terminate as of the date of death. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 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 Executive’s death or in the event that Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: (i) all accrued but unpaid Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

  • TERMINATION UPON RETIREMENT, DISABILITY OR DEATH Termination by the Bank of the Executive based on "

  • Upon Death or Disability If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid, as described above, to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive, in accordance with the Company’s applicable employee benefit plans. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six (6) months within any twelve (12) consecutive months, the Company may terminate the Executive’s employment, this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate sentence of this subsection (b)), payable no later than two and a half (2 1/2) months after the Company terminates the Executive’s employment, and the earned and unpaid Incentive Payments to the date of termination of the Executive’s employment and the Standard Termination Payments, payable as described above. The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year.

  • Termination by Death or Disability In the event of the Executive’s death or total disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended) during the Term, the Term and Executive’s employment shall terminate on the date of death or total disability. In the event of such termination, the Company’s sole obligations hereunder to the Executive (or the Executive’s estate) shall be for unpaid Base Salary, accrued but unpaid bonus and benefits (then owed or accrued and owed in the future), a pro-rata bonus for the year of termination based on the Executive’s target bonus for such year and the portion of such year in which the Executive was employed, and reimbursement of expenses pursuant to the terms hereon through the effective date of termination, each of which shall be paid within 10 days following the date of the Executive’s termination, and any unvested portion of any Equity Grants shall immediately be forfeited as of the termination date without any further action of the Parties.

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

  • Termination on Death or Disability Upon a termination of employment due to the Executive’s death or Disability, the Company shall have no further liability or further obligation to the Executive except that the Executive (or, if applicable, his estate or designated beneficiaries under any Company-sponsored employee benefit plan in the event of his death) shall be entitled to receive:

  • Termination upon Disability If this Agreement is terminated by either party as a result of the Executive’s disability, as determined under Section 6.2, the Employer will pay the Executive the Executive’s Salary in periodic installments according to the Employer’s customary payroll practices until six months after the date such termination is effective.

  • By Death or Disability Executive’s employment and this Agreement shall terminate upon Executive’s Disability or death. For purposes of this Agreement, “Disability” shall mean Executive's inability, due to physical or mental incapacity, to perform the essential functions of Executive's job, with or without reasonable accommodation, for one hundred eighty (180) days out of any three hundred sixty-five (365) day period; provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement. The Company shall give Executive written notice of termination for Disability and the termination shall be effective as of the date specified in such notice.

  • Termination by Virtue of Death or Disability of Executive (a) In the event of Executive’s death while employed pursuant to this Agreement, all obligations of the Parties hereunder shall terminate immediately, and the Company shall, pursuant to the Company’s standard payroll policies, pay to Executive’s legal representatives all Accrued Obligations.

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