TERMINATION WITHOUT CAUSE; DEATH; DISABILITY. In the event of Employee's Disability (as defined herein), this Agreement may be terminated at the election of the Company. Upon termination for death or Disability, Employee or his/her beneficiary or estate or legal representative shall be entitled to receive the amounts payable under Section 5 (c). For purposes of this Agreement, "Disability" is defined to mean the inability of Employee due to illness or physical or mental infirmity (as determined by a physician selected by Employee and acceptable to the Company) to perform his duties hereunder on a full-time basis for six consecutive months with reasonable accommodation by the Company. Employee shall, upon request of the Company, furnish information and assistance to the Company, and, in addition, upon reasonable request of the Company's Board of Directors or its designees, shall make himself available to undertake reasonable assignments consistent with the dignity, importance and scope of his position and his physical and mental health.
TERMINATION WITHOUT CAUSE; DEATH; DISABILITY. Upon termination due to death or Disability, Employee or his/his beneficiary or estate or legal representative shall be entitled to receive the amounts payable under Section 5c). For purposes of this Agreement, "Disability" is defined to mean the inability of Employee due to illness or physical or mental infirmity (as determined by a physician selected by Employee and acceptable to the Company) to perform his duties hereunder on a full-time basis for six (6) consecutive months with reasonable accommodation by the Company. Employee shall, upon request of the Company, furnish information and assistance to the Company, and shall make himself available to undertake reasonable assignments consistent with the dignity, importance and scope of his position and his physical and mental health.
TERMINATION WITHOUT CAUSE; DEATH; DISABILITY. Subject to subsection 6(d) below, if Executive’s employment is terminated by (x) the Company without Cause or as the result of Executive’s Disability, or (y) Executive’s death, then Executive (or in the case of his death, his estate, heirs, or legatees) shall be entitled to the following:
TERMINATION WITHOUT CAUSE; DEATH; DISABILITY. In the event of Employee's Disability (as defined herein), this Agreement may be terminated at the election of the Company. Upon termination for death or Disability, Employee or his/her beneficiary or estate or legal representative shall be entitled to receive the amounts payable under Section 5(c). For purposes of this Agreement, "Disability" is defined to mean the inability of Employee due to illness or physical or mental infirmity (as determined by a physician selected by Employee and acceptable to the Company) to perform his duties hereunder on a basis for six consecutive months with reasonable accommodation by the Company.
TERMINATION WITHOUT CAUSE; DEATH; DISABILITY. If the employment of a Management Shareholder other than Xxxxx Xxxxxx is terminated without "cause" as contemplated in such Management Shareholder's employment agreement, then the remaining Management Shareholders shall have the option for a period of forty (40) days from the date of such termination to purchase, and if such option is exercised, the terminated Management Shareholder may, but shall not be obligated to, sell all of the Stock held by such terminated Management Shareholder (the "Terminated Manager's Stock") on terms substantially identical to those set forth in Section 5(d) (other than subsection (iii) thereof) and at the price set forth in Section 5(c). If the employment of a Management Shareholder other than Xxxxx Xxxxxx is terminated due to death or disability (as such terms are defined in such Management Shareholder's employment agreement), then such Management Shareholder's or such Management Shareholder's personal representative may, for a period of forty (40) days from the date of appointment of such personal representative or disability, as the case may be, offer to the remaining Management Shareholders the option to purchase, and if such option is exercised, the deceased or disabled Management Shareholder may, but shall not be obligated to, sell all of such Terminated Manager's Stock on terms substantially identical to those set forth in Section 5(d) (other than subsection (iii) thereof) and at the price set forth in Section 5(c). If all of the Terminated Manager's Stock is not purchased by the remaining Management Shareholders, the Investment Shareholders shall have the option, upon such terminated Management Shareholder's request, to purchase, within sixty (60) days after the date of said termination, and such terminated Management Shareholder shall sell, all of the Terminated Manager's Stock at the price set forth in Section 5(c), and upon the terms set forth in Section 5(d) hereof. If all of the Terminated Manager's Stock is not purchased by the remaining Management Shareholders and the Investment Shareholders, the Company shall, upon such terminated Management Shareholder's request, purchase, within ninety (90) days after the date of said termination, and such terminated Management Shareholder shall sell, all of the Terminated Manager's Stock at the price set forth in Section 5(c), and upon the terms set forth in Section 5(d) hereof. Purchases by the remaining Management Shareholders or the Investment Shareholders shall be in suc...
TERMINATION WITHOUT CAUSE; DEATH; DISABILITY. If the Participant is terminated by the Company without Cause (as hereinafter defined), dies or Participant’s employment terminates due to permanent disability (as determined under the Company’s long-term disability policy) prior to the Vesting Conditions being satisfied, the Participant’s Target Award will equal the product of (i) the Target Award, multiplied by (ii) a fraction, the numerator of which is the number of days the Participant was continuously employed with the Company or an Affiliate thereof from January 1, 2006 through the termination date, and the denominator of which is 1095 days and (iii) multiplied by the Applicable Payout Percentage upon determination thereof. The amount, if any, of the Target Award as so determined shall be paid in accordance with the provisions of Section 1(e). Notwithstanding the foregoing, if a Change in Control (as defined herein) occurs after the Participant’s termination of employment by the Company without Cause or upon death or permanent disability, but prior to January 1, 2009, and the Company is on track with respect to its targeted expense reduction goals set forth in the Company’s 2006 to 2010 Long Term Strategic Plan (Fourth Quarter 2005) immediately prior to the Change In Control, as reasonably determined by the Committee in its business judgment with input from the Company’s CEO, then immediately prior to the closing of the transaction that results in a Change In Control, Participant (or if applicable Participant’s Estate) shall be entitled to receive a cash award under the Plan equal to the product of (A) the Initial Target Award, multiplied by (B) a fraction, the numerator of which is the number of days the Participant was continuously employed with the Company or an Affiliate thereof from January 1, 2006 through the date of Participant’s termination of employment, and Participant (or Participant’s estate, if applicable) shall not be entitled to any other portion of the Initial Target Award. This Agreement shall terminate upon any such payment to Participant or Participant’s estate.
TERMINATION WITHOUT CAUSE; DEATH; DISABILITY. The Company may, at its sole option, terminate this Agreement without any cause or reason. In addition, this Agreement will automatically terminate upon Employee's death or Disability (as defined herein). Upon termination for Disability, Employee shall be entitled to receive the amounts payable under Section 6 (c)(i) and (ii) (base salary for 9 months and prorated bonus) less any amounts received under any disability insurance policy or plan. For purposes of this Agreement, "Disability" is defined to mean the inability of Employee due to illness or physical or mental infirmity (as determined by a physician selected by Employee and acceptable to the Company) to perform his duties hereunder on a full-time basis for six consecutive months with reasonable accommodation by the Company.
TERMINATION WITHOUT CAUSE; DEATH; DISABILITY. The Company may, at its sole option, terminate Employee's hereunder without any cause or reason. In the event that the Company materially reduces Employee's duties or status without his prior written consent, or materially breaches its obligations under this Agreement, and fails to promptly (but, in any event, within ten (10) days) remedy same after receipt of written notice from Employee, Employee, at his option, may resign, whereupon such action shall be treated as a termination without cause. In addition, this Agreement will automatically terminate upon Employee's death or Disability (as defined herein). Upon termination for death or Disability, Employee (or his estate) shall be entitled to receive the amounts payable under Section 6 (c)(i) and (ii) for 9 months less any amounts payable under any disability insurance policy or plan. For purposes of this Agreement, "Disability" is defined to mean the inability of Employee due to illness or physical or mental infirmity (as determined by a physician selected by Employee and acceptable to the Company) to perform his duties hereunder on a full-time basis for six consecutive months with reasonable accommodation by the Company.
TERMINATION WITHOUT CAUSE; DEATH; DISABILITY. In the event that your employment with the Company shall be terminated by the Company without Cause (as hereinafter defined) or by reason of death or Disability (as hereinafter defined) during the initial term of this Agreement the Company shall pay to you (or, in case of your death, to your estate) in a lump sum within ninety (90) days of such termination (at your highest annualized rate of salary in effect during the one-year period ending on the effective date of termination), an amount equal to the salary accrued to the date of termination. The Company shall also pay to you any bonus, under the terms of your annual bonus plan, on a pro rata basis for the year in which such termination occurs; such pro rata bonus to be the bonus for such year as determined under Section 3 hereof multiplied by a fraction, the numerator of which is the number of days from the beginning of the applicable year to the date of termination of employment and the denominator of which is 365. The bonus shall be paid not later than ninety (90) days following the end of the year in which the termination occurred. In addition to the above, if termination is due to Termination without Cause, you shall be entitled to a severance package equal to fifty percent (50%) of your base salary and bonus for the remaining term under this agreement, to be paid not later than ninety (90) days following the date of termination. You shall be under no obligation to seek other employment or otherwise to mitigate the Company’s obligation to make payments to you pursuant to this Section 6. Your rights under the other benefit plans and programs of the Company shall be determined in accordance with the terms of such plans and programs as then in effect.
TERMINATION WITHOUT CAUSE; DEATH; DISABILITY. During the Term, if the Employee’s employment is terminated by the Company without Cause or Employee’s employment is terminated by reason of death or disability, the Company shall continue to pay Employee or his estate as special severance payments hereunder Employee’s then current base salary as provided in Section 3(a) payable in regular installments over a period of one (1) year after termination in accordance with the normal payroll practices of the Company, but if and only if, Employee or, in the event of Employee’s death or disability, his executor or other personal representative, has executed and delivered to the Company a general release (“Release”) in customary form and substance as reasonably satisfactory to the Company and the Release has become effective, and only so long as Employee has not revoked or breached the provisions of the Release or breached the provisions of Section 7 or Section 8 hereof. In addition, notwithstanding Section 6(d) hereof, the Company shall maintain in full force and effect for the continued welfare benefit of Employee and, where applicable, Employee’s dependents to the extent such dependents were receiving such benefits prior to the termination of Employee’s employment, for the term of this one-year period after such termination, all employee welfare benefit plans and programs or arrangements in which Employee was entitled to participate immediately prior to the termination, provided that his continued participating is possible under the general terms and provisions of such plans and programs.
