VESTING ON DEATH OR DISABILITY. Upon any termination of the Period of Employment and Executive’s employment hereunder by reason of Executive’s death or Permanent Disability, as defined in Section 6(a) (“Death or Disability – Definition of Permanently Disabled and Permanent Disability”), any then-outstanding and otherwise unvested stock options, restricted stock and any other equity or equity-based awards granted by the Company to the Executive shall thereupon automatically be deemed vested and remain exercisable for the lesser of three years or the term of the award, notwithstanding any other provision of this Agreement or applicable plans.
VESTING ON DEATH OR DISABILITY. Upon any termination of this Agreement and Employee's employment hereunder by reason of Employee's death or Permanent Disability, as defined in Section 7(b) ("Death or Disability - Definition of Permanently Disabled and Permanent Disability"), provided that the terms and provisions of such plan and applicable law permit, any theretofore deferred or unvested portion of any award made to Employee in respect of any retirement, pension, profit sharing, long term incentive, and similar plans automatically shall become fully vested in Employee and shall be nonforfeitable, and shall continue in effect and be redeemable by or payable to Employee (or his designated beneficiary or estate) at the time and on the same conditions as would have applied had Employee's employment not been so terminated. It is expressly provided, however, that nothing in this Section 4(d) shall obligate the Company to provide full vesting upon death or disability in connection with participation by Employee in the equity plan or arrangement contemplated under Section 4(b) ("Fringe Benefits-Equity Plan"), further, the provisions governing payment of any incentive compensation payable to Employee pursuant to the incentive compensation plan(s) referred to in Section 3(b) ("Compensation-Incentive Compensation") shall govern any payment of incentive compensation due thereunder in the event of Employee's death or disability.
VESTING ON DEATH OR DISABILITY. Notwithstanding anything in Paragraph 7 to the contrary, if a Grantee’s termination of employment is by reason of the death or “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code) of the Grantee, all Shares held by the Grantee at the time of such termination shall become immediately vested as provided in Section 13 of the Plan.
VESTING ON DEATH OR DISABILITY. Upon any termination of the Period of Employment and Executive’s employment hereunder by reason of Executive’s death or Permanent Disability, as defined in Section 6(a), any then-outstanding and otherwise unvested stock options, restricted stock and any other equity or equity-based awards granted by the Company to the Executive shall thereupon automatically be deemed vested and remain exercisable for the lesser of three years or the term of the award, notwithstanding any other provision of this Agreement or applicable plans but subject to the Company’s ability to terminate the awards in a change in control or similar circumstances pursuant to the applicable plan and award agreements.
VESTING ON DEATH OR DISABILITY. Upon any termination of the Period of Employment and Executive’s employment hereunder by reason of Executive’s death or Permanent Disability, as defined in Section 6(a) (“Death or Disability – Definition of Permanently Disabled and Permanent Disability”), any remaining unvested stock options or restricted stock shall thereupon automatically be deemed vested, notwithstanding any other provision of this Agreement.
VESTING ON DEATH OR DISABILITY. Upon any termination of the Period of Employment and Executive’s employment hereunder by reason of Executive’s death or Permanent Disability, as defined in Section 6(a), subject to the release requirements of Section 6(c), any then-outstanding and otherwise unvested stock options, restricted stock, restricted stock units and any other equity or equity-based awards granted by the Company to Executive shall be deemed immediately vested and, if applicable, remain exercisable for the lesser of three (3) years or the term of the award, notwithstanding any other provision of this Agreement or applicable plans (but subject to the Company’s ability to terminate the awards in a change in control or similar circumstances pursuant to the applicable plan and award agreements); provided, however, that as to any awards that vest based on performance conditions, the terms of the applicable award agreement shall govern the accelerated vesting of such award.
VESTING ON DEATH OR DISABILITY. Upon any termination of this Agreement and Employee's employment hereunder by reason of Employee's death or Permanent Disability, as defined in Section 7(b) ("Death or Disability—Definition of Permanently Disabled and Permanent Disability"), provided that the terms and provisions of such plan and applicable law permit, any theretofore deferred or unvested portion of any award made to Employee in respect of any retirement, pension, profit sharing, long term incentive, and similar plans automatically shall become fully vested in Employee, shall be nonforfeitable, and shall continue in effect and be redeemable by or payable to Employee (or his designated beneficiary or estate) at the time and on the same conditions as would have applied had Employee's employment not been so terminated. It is expressly provided, however, that nothing in this Section 4(e) shall obligate the Company to provide full vesting upon death or disability in connection with participation by Employee in the Equity Plan or other arrangement contemplated under Section 4.
VESTING ON DEATH OR DISABILITY. In the event the Employee's employment with the Company is terminated prior to the lapse of the restrictions on his Award by reason of death, Permanent Disability, or Retirement, the Restricted Stock awarded hereunder shall vest in the name of the Employee as of the date of such termination as to the full number of shares of Restricted Stock awarded hereunder.
VESTING ON DEATH OR DISABILITY. Upon any termination of the Period ------------------------------ of Employment and Employee's employment hereunder by reason of Employee's death or Permanent Disability, as defined in Section 6(a) ("Death or Disability - Definition of Permanently Disabled and Permanent Disability"), any remaining Unvested Employee's Stock shall thereupon automatically be deemed Vested Employee's Stock, notwithstanding any other provision of this Agreement.
VESTING ON DEATH OR DISABILITY. In the event of your Termination of Employment by reason of your death or Disability prior to August 31 of the Measurement Year and prior to a Change in Control, a pro-rated portion of your PSUs will remain eligible to vest pursuant to this Agreement (a) on the Certification Date based on achievement of the performance measure and determination of the Applicable Percentage as determined pursuant to Paragraph 3 or (b) if earlier, upon a Change in Control as provided in Paragraph 5 below, as applicable. If such Termination of Employment by reason of your death or Disability occurs following a Change in Control that occurs prior to August 31 of the Measurement Year, such pro-rated vesting will be applied to the RSUs (as defined below) issued to you following such Change in Control pursuant to Paragraph 5 below. Such pro-ration will be determined on a pro-rata monthly basis, including full credit for partial months during the Measurement Year elapsed through the effective date of your Termination of Employment. “Retirement”, for purposes of this Agreement, means your Termination of Employment (for any reason other than termination by the Company or a Subsidiary for Cause): (i) after attainment of age sixty-five (65), or (ii) after attainment of age fifty-five (55) provided that you have been in Continuous Service with the Company or a Subsidiary for not less than ten (10) years. “Disability,” for purposes of this Agreement, means a permanent and total disability under Section 22(e)(3) of the Code, provided that such disability also qualifies as a “disability” for purposes of Section 409A of the Code (“Section 409A”). In the event of your Termination of Employment prior to Retirement by reason of your voluntary resignation or termination by the Company or a Subsidiary for reasons other than Cause, the Committee shall have discretion to provide for pro-rata vesting as provided for hereinabove.
