Death, Disability or Termination Without Cause. If the Retention Bonus is not earned because Employee dies, becomes disabled and unable to work, or is terminated without cause, Employee shall be entitled to the full Retention Bonus. Employee shall retain and not be required to repay any previous Installment Payments already made, as well as, be entitled to payment of any future Installment Payments payable in compliance with Section 4 above.
Death, Disability or Termination Without Cause. If the Participant’s continuous service to the Company as an employee or director (a “Business Relationship”) ceases as a result of the Participant’s (i) death, (ii) Disability, or (iii) termination of employment by the Company without Cause or by the Participant for Good Reason (does not apply to voluntarily termination of employment by Participant), the Participant (or the Participant’s Beneficiary in the event of the Participant’s death) shall be entitled to payment of all Shares.
Death, Disability or Termination Without Cause. Notwithstanding any provisions of Section 4(a) to the contrary, if the Participant’s employment terminates due to the Participant’s death or Disability or if the Company terminates the Participant’s employment without Cause then on the date the Participant’s employment terminates due to his or her death or Disability or the date the Company terminates the Participant’s employment without Cause the Forfeiture Restrictions shall lapse as to that number of the Restricted Units described in each of Section 4(a)(i), (ii) and (iii) on the date the Participant’s employment terminates that have not previously vested pursuant to such provision equal to the product of (i) the quotient of (A) the number of days the Participant was employed during the portion of the Restricted Period described in such provision divided by (B) the number of days in the portion of the Restricted Period described in such provision times (ii) the number of Restricted Units described in that provision on the date the Participant’s employment terminates that have not previously vested pursuant to such provision, and the Participant shall forfeit to the Company all rights to all of the remaining Restricted Units awarded under this Agreement. No determination made by the Committee under this Section 4 will have any effect on the finality of the termination of the Participant’s employment by the Company. The Committee, in the Committee’s sole and absolute discretion, shall make all determinations required or necessary under this Section 4. In the event of conduct by the Participant which violates, or which the Committee believes may violate, the provisions of Section 4, the Company may withhold any payments due the Participant pending a determination of the potential breach and forfeiture. The determination of whether the Participant’s conduct violates the provisions of Section 4 shall be made by the Committee after full consideration of the facts presented both on behalf of the Company, any Affiliate and the Participant. Based on the Board’s knowledge of the manner in which the Participant now fulfills his or her responsibilities to the Company and performs his or her duties, the Committee agrees that it is not now aware of any circumstance that would constitute Cause under this Agreement with respect to the Participant. The decision of the Committee, in the Committee’s discretion, as to all such matters including the commission of the act and the damage done to the Company or an Affiliate sh...
Death, Disability or Termination Without Cause. If the Participant’s employment by the Company is terminated due to the Participant’s death, Disability or the Participant is otherwise terminated by the Company without cause, prior to the Vesting Date, the unvested PSUs will be pro-rated through the last day worked (number of days from grant date through last day worked in the performance period divided by number of days in performance period). The final distribution of shares shall be calculated based upon actual achievement of the Performance Goals at the end of the Performance Period.
Death, Disability or Termination Without Cause. If the Participant dies, becomes Disabled or is terminated without Cause as defined in the Participant’s Employment Continuity Agreement, the Participant shall receive a lump sum cash payment equal to the total compensation cost recognized by the Company for this Performance Award from the Date of Grant through the latest financial statement filed with the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q immediately prior to the event. Payment shall be made within 30 days of the termination, provided that payment shall be made six months after the termination if the payment is subject to Section 409A of the Code and the Executive is a Specified Employee (within the meaning of Section 409A(a)(2)(B)(i) of the Code).
Death, Disability or Termination Without Cause. If, during the Term, this Agreement and Executive's employment hereunder shall terminate as a result of Executive's death, Disability, or termination by the Company without Cause, the Company's sole obligation to Executive (or his estate) under this Agreement shall be for the Company to (i) pay to Executive's estate the amount of any Base Salary earned, but not yet paid to Executive, prior to the date of such termination, (ii) reimburse Executive (or his estate) for any expenses incurred by Executive through the date of termination, in accordance with Section 2.02, (iii) if Executive's employment is terminated without Cause by the Company, pay to Executive the amount of Earned Vested and Unvested Long Term Bonus Payments, and (iv) if Executive's employment is terminated without Cause by the Company, pay to Executive the Severance Payments.
Death, Disability or Termination Without Cause. If the Participant’s employment by the Company is terminated due to the Participant’s death, Disability or the Participant is otherwise terminated by the Company without cause, prior to the Vesting Date, the remaining unvested RSUs will be pro-rated through the last day worked (number of days from grant date through last day worked divided by number of days in each vesting period). The pro-rated shares will be accelerated and vested on termination date.
Death, Disability or Termination Without Cause. If the Participant ceases to be employed by the Company by reason of his or her death, total and permanent disability (as certified by an independent medical advisor appointed by the Company prior to such termination), or termination without “Cause” (as defined below), a prorated number of unvested Units shall vest automatically upon such death, disability, or termination without Cause, determined by multiplying the number of Units by a fraction, the numerator of which is the number of complete months of continuous employment by the Participant with the Company from the Grant Date and the denominator of which is the number of complete months between the Grant Date and the Time Based Vesting Date. The balance of the Units subject to the provisions of this Agreement which have not vested shall automatically be forfeited by the Participant. “Cause” means (i) Participant’s conviction of a felony or commission of any act of fraud, moral turpitude or dishonesty, (ii) Participant’s breach of any of the terms or conditions of, or the failure to perform any covenant contained in, the Company’s Employee Handbook or Code of Business Conduct and Ethics, as modified from time to time, or (c) Participant’s violation of reasonable instructions or policies established by the Company with respect to the operation of its business and affairs or Participant’s failure to carry out the reasonable instructions required in connection with his or her employment.
Death, Disability or Termination Without Cause. If the Participant dies, incurs a Disability or is terminated by the Company without Cause (as defined in Appendix A) and the Participant would have been eligible for a payment under Sections 2 and 3 if the Participant had remained employed until December 26, 2010, the Participant shall receive the amount determined under Sections 2 and 3 as if the Participant had remained employed to that date, multiplied by a fraction equal to (A) the number of months from (and including) April 2009 to the month of the Participant’s death, Disability or termination without Cause, divided by (B) 9 months.
Death, Disability or Termination Without Cause. Subject to and in accordance with the other provisions of this Section 2, if the employment or other engagement by the Company or any of its Subsidiaries of any Manager is terminated at any time by reason of such Manager's death or Disability, or if the Company or any of its Subsidiaries terminates such Manager's employment other than for Cause, then the Company may, but shall not be obligated to, repurchase from such Terminated Manager or such Terminated Manager's Personal Representative, as applicable, all or any portion of such Terminated Manager's Management Stock (whether held by such Terminated Manager or such Terminated Manager's Family Transferees) at a purchase price per Share equal to the higher of (i) the Market Value Per Share or (ii) the Book Value Per Share Increase, determined as of the applicable Termination Date. The purchase price payable in such event shall be paid in accordance with the provisions of Section 2.3 hereof.
