Death or Disability; Termination Without Cause. (a) Upon (i) the death of the Executive, or (ii) Disability of the Executive, this Agreement shall terminate and the Company shall continue to pay the Executive or his heirs, devisees, executors, legatees or personal representatives, as appropriate, the payments of the Executive’s base salary then in effect through the month following the month in which such event occurs plus vacation accrued but unpaid as of the termination date. For purposes hereof, a "Disability" means the Executive's becoming permanently disabled within the meaning of the Company's long-term disability plan then in effect for, or applicable to, the Executive. If the Company does not provide any such benefit, then at the request of the Company, the Executive shall promptly make himself available for an examination by a physician selected by the Company who is board certified in a practice area selected by the Company, and to follow the recommendation of such physician regarding further examination and testing. The issue to be presented to the physician for determination is whether the Executive suffers from a mental or physical incapacity which materially inhibits or prevents him from carrying out the duties of his full-time employment as described herein, and, if so, whether such condition is more likely than not to exist for a period in excess of one hundred twenty (120) days. The Executive intends for the Company to be treated as Executive would be with respect to his rights regarding the use and disclosure of his individually identifiable health information or other medical records. This release authority applies to any information governed by the Health Insurance Portability and Accountability Act of 1996 (a/k/a HIPAA), 42 USC 1320d and 45 CFR 160-164 and authorizes: any physician, health-care professional, dentist, health plan, hospital, clinic, laboratory, pharmacy or other covered health-care provider, any insurance company and the Medical Information Bureau Inc. or other health-care clearinghouse that has provided treatment or services to him, or that has paid for or is seeking payment from him for such services, to give, disclose and release to the Company, without restriction, all of his individually identifiable health information and medical records regarding any past, present or future medical or mental health condition, including all information relating to the diagnosis and treatment of HIV/AIDS, sexually transmitted diseases, mental illness, and drug or alcohol abuse.
Death or Disability; Termination Without Cause. (a) Upon (i) the death of the Executive, or (ii) Disability of the Executive, this Agreement shall terminate and the Company shall continue to pay the Executive or his heirs, devisees, executors, legatees or personal representatives, as appropriate, the payments of the Executive's base salary then in effect through the month following the month in which such event occurs plus vacation accrued but unpaid as of the termination date. For purposes hereof, a "
Death or Disability; Termination Without Cause. If your service with the Company and/or its subsidiaries ends due to death or disability (within the meaning of Section 22(e)(3) of the Code) [or as a result of a termination by the Company other than for “Cause”] [(as defined in Section 2(d) above)] [(defined as an illegal or disreputable or malfeasant conduct which, as determined by the Committee, in any significant respect impairs the reputation, good will or business position of the Company or involves the Company’s funds or other assets)], all of the Awarded Shares not previously vested or forfeited will vest on such date of termination of service. [In addition, if your service with the Company and/or its subsidiaries ends as a result of a termination by the Company other than for “Cause” [(as defined in Section 2(d) above)] [(defined as an illegal an illegal or disreputable or malfeasant conduct which, as determined by the Committee, in any significant respect impairs the reputation, good will or business position of the Company or involves the Company’s funds or other assets)], then the Committee may, in its discretion, vest, on such date of termination of service, Awarded Shares not previously vested or forfeited.]]
Death or Disability; Termination Without Cause. If the Participant’s employment with the Company terminates due to death or Disability or is terminated by the Company without Cause prior to one or more Vesting Dates, all unvested RSUs shall vest pro rata as of the effective date of the Participant’s death or effective date of the Participant’s Termination of Employment due to Disability or by the Company without Cause, calculated by multiplying the number of unvested RSUs by a fraction, the numerator of which is the number of full months from the Grant Date or, as applicable, the most recent Vesting Date, through the effective date of the Participant’s death or Termination of Employment and the denominator of which is the number of full months in the vesting period from the Grant Date or, as applicable, the most recent Vesting Date, to the final Vesting Date and shall be settled as provided in Section 3. Any unvested RSUs that do not vest in accordance with the immediately preceding sentence shall immediately be forfeited and canceled effective as of the date of the Participant’s death or effective date of the Participant’s Termination of Employment due to Disability or by the Company without Cause.
Death or Disability; Termination Without Cause. If Director’s employment with the Company and its Subsidiaries is terminated (x) by the Company or any of its Subsidiaries as a result of the Disability of Director, (y) due to the death of Director or (z) by the Company without Cause, the purchase price per Unit will be the Fair Market Value thereof (measured as of the Valuation Date);
Death or Disability; Termination Without Cause. If your Continued Service ends due to death or Disability, all of the Awarded Shares not previously vested or forfeited will vest on such date of termination of service. In addition, if your service with the Company and/or its Related Entities ends as a result of a termination by the Company or its Related Entities other than for Cause, then the Committee may, in its discretion, vest, on such date of termination of service, Awarded Shares not previously vested or forfeited.
Death or Disability; Termination Without Cause. If the Participant’s employment with the Company terminates due to death or Disability or is terminated by the Company without Cause prior to one or more Vesting Dates, all earned but unvested RSUs shall vest pro rata as of the effective date of the Participant’s death or effective date of the Participant’s Termination of Employment due to Disability or by the Company without Cause, calculated by multiplying the number of then earned but unvested RSUs by a fraction, the numerator of which is the number of full months from the Vesting Commencement Date or, as applicable, the most recent Vesting Date, through the effective date of the Participant’s death or Termination of Employment and the denominator of which is the number of full months in the vesting period from the Vesting Commencement Date or, as applicable, the most recent Vesting Date, to the final Vesting Date and shall be settled as provided in Section 4. Any earned but unvested RSUs that do not vest in accordance with the immediately preceding sentence, as well as any unearned and unvested RSUs, shall immediately be forfeited and canceled effective as of the date of the Participant’s death or effective date of the Participant’s Termination of Employment due to Disability or by the Company without Cause.
Death or Disability; Termination Without Cause. If your Continuous Service ends due to death or Disability, all of the Awarded RSUs not previously vested or forfeited will vest on such date of termination of Continuous Service. If your Continuous Service ends as a result of a termination by the Company or its Related Entities other than for Cause, then the Committee may, in its discretion, vest, on such date of termination of Continuous service, Awarded RSUs not previously vested or forfeited.
Death or Disability; Termination Without Cause. If the Participant’s Employment is terminated due to the Disability or death of the Participant, the purchase price per Share will be the Fair Market Value (measured as of the repurchase date).
Death or Disability; Termination Without Cause
