Due to Death or Disability. Employer will have the right to immediately terminate Executive’s services and this Agreement due to death or disability. For purposes of this Agreement, “disability” means the incapacity or inability of Executive, whether due to accident, sickness or otherwise, as determined by a medical doctor acceptable to the Board of Directors of Employer and confirmed in writing by such doctor, to perform the essential functions of Executive’s position under this Agreement, with or without reasonable accommodation (provided that no accommodation that imposes undue hardship on Employer will be required) for a period of sixty (60) consecutive days or for an aggregate of ninety (90) days during any period of twelve (12) months, or such longer period as may be required under disability law. Upon termination of Executive’s employment hereunder due to death or disability, the Company shall pay the Executive no later than fourteen (14) days from the termination date in a lump sum: (i) Executive’s salary through the date of termination, (ii) a prorated portion of any incentive bonus opportunity previously approved by the Board, (iii) for any unused vacation time, and (iv) for any unreimbursed business expenses that are subject to reimbursement under Employer’s then current policy on business expenses. Upon termination of Executive’s employment hereunder due to death or disability, all unvested stock options, awards, or other equity grants or awards shall immediately fully vest for the benefit of Executive’s estate. Executive or Executive’s estate (as the case may be) shall be entitled to receive any vested benefits required to be paid by law and any vested compensation required to be paid by law.
Due to Death or Disability. If either: (a) the Executive’s employment terminates due to the Executive’s death; or (b) the Company terminates the Executive’s employment with the Company due to the Executive’s “Disability” (as defined below), the Executive or the Executive’s beneficiaries (in the case of the Executive’s death), shall be entitled to receive (i) the Accrued Benefits and (ii) subject to Section 5.4, a lump sum payment in an amount equal twenty-five percent (25%) of the Executive’s then Base Salary.
Due to Death or Disability. Executive’s employment shall terminate upon Executive’s death and the Company may terminate Executive’s employment due to Executive’s Disability. As used in this Agreement, “Disability” shall mean any physical or mental disability or incapacity that renders Executive incapable of fully performing the services required of Executive by the Company for a period of 180 consecutive days or for shorter periods aggregating 180 days during any twelve (12) month period. For purposes of the definition of “Disability”, “Company” shall include any subsidiary, business unit or affiliate of the Company with respect to which Executive performs Executive’s duties. Any question as to the existence of a Disability upon which Executive and the Company cannot agree shall be determined by a qualified independent physician selected by Executive (or, if Executive is unable to make such selection, a selection shall be made by Executive’s spouse, if available, or if such spouse is unavailable due to death or incapacity, any other adult member of Executive’s immediate family), with the consent of the Company, which consent shall not be unreasonably withheld. The determination of such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of determining Disability under this Agreement.
Due to Death or Disability. (a) If Executive dies during the Term, Executive’s employment and this Agreement shall terminate on the date of his death. The Company may terminate Executive’s employment if he becomes “Disabled,” as defined below, upon delivery of a Notice of Termination (as defined below) to Executive. Upon termination of Executive’s employment due to Executive’s death or by the Company due to Executive’s Disability, Executive (or his estate, as applicable) shall be entitled to compensation and payment for any unreimbursed expenses incurred, accrued but unpaid then current Base Salary and Annual Bonus and other accrued but unpaid employee benefits as provided in this Agreement, in each case through the Date of Termination (as defined below) (the “Accrued Amounts”); provided, that the portion of such Accrued Amounts representing unreimbursed expenses shall be paid as soon as practicable following remittance of such expenses by Executive but in no event later than the last day of the second year following the year in which Date of Termination occurs;
Due to Death or Disability. If Executive dies during the Term, Executive’s employment and this Agreement shall terminate as of the date of his death. The Company may terminate Executive due to Executive’s “Disability” (as defined below) at any time following the Effective Date, upon written notice to Executive. For purposes of this Agreement, the term “Disability” shall mean a physical or mental incapacity as a result of which Executive becomes unable to continue the proper performance of Executive’s duties hereunder for six (6) consecutive calendar months or for shorter periods aggregating one hundred eighty (180) business days in any twelve (12) month period, or, if this provision is inconsistent with any applicable law, for such period or periods as permitted by law.
Due to Death or Disability. If (x) the Executive's employment terminates due to his death or (y) the Company terminates the Executive's employment with the Company due to the Executive's Disability (as defined below), the Executive or the Executive's estate will be entitled to the Accrued Benefits and, subject to the Executive's or his estate's execution without revocation of a valid release agreement, substantially in the form attached hereto as Exhibit A, within forty-five (45) days following the date of termination of the Executive's employment, beginning on the 60th day following such termination, the Executive or the Executive's estate shall receive the severance payments set forth in paragraph (a) of this Section 5.2.
Due to Death or Disability. Executive’s employment shall terminate upon Executive’s death and the Company may terminate Executive’s employment due to Executive’s Disability. As used in this Agreement, “Disability” shall mean any physical or mental disability or incapacity that renders Executive incapable of fully performing the services required of Executive by the Company for a period of 180 consecutive days or for shorter periods aggregating 180 days during any twelve (12) month period; provided, however, that Executive shall be deemed to suffer from a Disability if Executive is rendered incapable of fully performing the services required of Executive by Company for a period of ninety (90) consecutive days and at the end of such ninety (90) day period, a qualified independent physician selected by the Company determines that there is no reasonable prospect of Executive resuming such required services within the subsequent ninety (90) day period. For purposes of the definition of “Disability”, “Company” shall include any subsidiary, business unit or affiliate of the Company with respect to which Executive performs Executive’s duties. Any question as to the existence of a Disability upon which Executive and the Company cannot agree shall be determined by a qualified independent physician selected by Executive (or, if Executive is unable to make such selection, a selection shall be made by Executive’s spouse, if available, or if such spouse is unavailable due to death or incapacity, any other adult member of Executive’s immediate family), with the consent of the Company, which consent shall not be unreasonably withheld. The determination of such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of determining Disability under this Agreement.
Due to Death or Disability. If during the Term the Executive dies or the Company terminates the Executive’s employment on account of the Executive’s Disability (as defined below), the Executive, or the Executive’s legal representatives (as appropriate), shall be entitled to receive the following:
Due to Death or Disability. If, during the Employment Period, Executive’s employment shall terminate due to his death or Disability, subject in the case of Sections 4(b)(ii) and 4(b)(iii) to Section 4(d) and in the event of Executive’s Disability, Executive’s compliance with Section 5 (it being agreed that in the event that Executive does not comply with Section 5, Executive shall return any payments previously made pursuant to Section 4(b)(ii) and 4(b)(iii)), the Company shall pay to Executive or his estate, on the schedule contemplated by Section 4(a), the Accrued Obligations, the Prorated Annual Incentive, the LTI Benefit, and the Other Benefits. In addition, (i) upon a termination due to Disability, the unvested portion of the Sign-On Equity Award shall vest on the regularly scheduled vesting dates subject to Section 4(d) and the Executive’s continued compliance with Section 5 and the Independent Bank Survivor Benefit Plan benefit shall continue to be provided in the event of Executive’s Disability on or prior to age 65, and, (ii) upon a termination due to death, the unvested portion of the Sign-On Equity Award shall vest in full on the date of Executive’s death.
Due to Death or Disability. In the event of the Participant’s Termination of Service due to death or Disability, any RSUs that are not vested as of the date of such Termination of Service will vest in full.
