Death or Disability; Change of Control Sample Clauses

Death or Disability; Change of Control. The Option shall become exercisable (A), with respect to all of the vested Option Shares, automatically upon the death or permanent disability (as determined by the Board or the Committee) of the Grantee and (B), with respect to all unexpired Option Shares, automatically upon a Change of Control. For purposes hereof, a "Change of Control" shall mean the sale of all or substantially all of the assets of the Company to an unaffiliated third-party; the merger or consolidation of the Company with an unaffiliated third-party in which the Company is not the surviving corporation; or the acquisition or control in excess of 51% of the Company's Common Stock on a fully-diluted basis by any person or group of persons (as defined in Section 13(d) of the Securities Exchange Act of 1934) (other than WestSphere Capital Associates, L.P. and its affiliates). Notwithstanding the foregoing, the Option shall not vest and become automatically exercisable as described in Section 2(b)(iv)(B) without the written consent of the Committee, to the extent such acceleration of vesting would result, when taken in the aggregate with all other payments from the Company, in the payment by such Grantee of any excise tax provided for in Sections 280G and 4999 of the Code.
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Death or Disability; Change of Control. In the event (a) of Employee’s Death or Disability, (b) Employee’s employment is terminated by the Company (or a Subsidiary which is his or her employer) for reasons other than Cause (as defined in the Plan) or if Employee voluntarily terminates his or her employment for Good Reason (as defined in the Plan) within 24 months following a Change of Control (as defined in the Plan), or (c) the Plan is terminated by the Surviving Entity (as defined in the Plan) following a Change of Control without provision for the continuation of the Restricted Stock Units awarded hereby, the vesting of all Restricted Stock Units which have not otherwise expired shall be Accelerated (as defined in the Plan). If, upon a Change of Control, awards in other shares or securities are substituted for the Restricted Stock Units awarded hereby, and immediately following the Change of Control the Employee becomes employed (if the Employee was an employee immediately prior to the Change of Control) by the Surviving Entity, the Employee shall not be treated as having terminated employment or service for purposes of Section 3 of the Plan until such time as the Employee’s employment or service with the Surviving Entity (or successor), as applicable, is terminated. 5.
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Death or Disability; Change of Control. If the Optionee’s service with the Corporation or any Subsidiary should terminate because of his or her death or Disability, this Option shall be 100% vested upon such termination of service. For purposes of this Option Agreement, the term “Disability” shall mean “permanent and total disability” as defined in Section 22(e)(3) of the Code. In addition, this Option, to the extent it has not earlier terminated, shall become 100% vested upon the occurrence of a “change of control” (as defined in section 9(c) below).
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Death or Disability; Change of Control. In the event that (A) a Founding Stockholder's employment is terminated before such Founding Stockholder's applicable Release Date either by Parent without Cause or by such Founding Stockholder for Good Reason or (B) the Founding Stockholder dies or becomes disabled all of such Founding Stockholder's remaining Holdback Shares shall be distributed to such Founding Stockholder as of the date of his termination of employment.
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Related to Death or Disability; Change of Control

  • 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:

  • Death or Disability The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

  • Death or Disability of Executive Executive's employment -------------------------------- hereunder shall terminate immediately upon the death or Disability of Executive.

  • Termination of Employment Due to Death or Disability If the Executive’s employment is terminated at any time due to his or her death or Disability, this Agreement shall terminate without further obligation by the Company to the Executive, other than the obligation to pay the Accrued Obligations to the Executive or his or her legal representatives.

  • Retirement, Death or Disability If the Executive’s employment terminates during the Term of this Agreement due to his death, a disability that results in his collection of any long-term disability benefits, or retirement at or after age 62, the Executive (or the beneficiaries of his estate) shall be entitled to receive the compensation and benefits that the Executive would otherwise have become entitled to receive pursuant to subsection (d) hereof upon a resignation without Good Reason.

  • Termination for Death or Disability If the Employee's employment is terminated by death or because of disability pursuant to Section 4.3, the Company shall pay to the estate of the Employee or to the Employee, as the case may be, all sums which would otherwise be payable to the Employee under Section 3 up to the end of the month in which the termination of his employment because of death or disability occurs.

  • Termination by Death or Disability In the event of the death of EMPLOYEE or the inability of EMPLOYEE to perform the obligations described in this Agreement with or without accommodation by reason of disability or some other occurrence beyond the control of either party, and such inability to perform has continued or will continue beyond a reasonable period of time, but not less than 60 days, this Agreement shall terminate as a termination with cause and all future obligations between the parties shall cease upon the termination date reasonably established by LSU, unless otherwise required by law.

  • Termination of Employment Change of Control (a) In the event of the Participant’s death prior to the termination of his Continuous Service, any unvested Stock Units shall immediately vest and the underlying Unit Shares shall be immediately delivered to the Participant’s beneficiary or beneficiaries.

  • Termination in the Event of Death or Disability This Agreement shall terminate in the event of death or disability of Executive.

  • Termination Upon Death or Disability If Executive dies during the Term, the obligations of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for at least 120 consecutive or non-consecutive days out of any consecutive 12-month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company, it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefit hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company he had been granted which he then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two months of Executive’s Annual Salary payable no later than 10 days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one year following the date of termination; and (v) Executive (or, in the case of his death, his estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

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