Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account of the Executive's Disability. (b) If the Executive's employment is terminated during the Employment Term on account of the Executive's death or Disability, the Executive (or the Executive's estate and/or beneficiaries, as the case may be) shall be entitled to receive the following: (i) the Accrued Amounts; and (ii) a lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law. (c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.
Appears in 3 contracts
Sources: Employment Agreement (5&2 Studios, Inc.), Employment Agreement (5&2 Studios, Inc.), Employment Agreement (5&2 Studios, Inc.)
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on the Executive's death during the Employment Term, and the Company may terminate Executive’s employment for disability in the event Executive has been unable to perform Executive's ’s material duties hereunder for three (3) consecutive months because of physical or mental incapacity by giving Executive notice of such termination while such continuing incapacity continues (a “Disability Termination”). Executive’s employment shall automatically terminate on account of Executive’s death. In the event Executive's Disability.
(b) If ’s employment with the Executive's employment is terminated Company terminates during the Employment Term on account by reason of the Executive's ’s death or Disabilitya Disability Termination, then upon the Executive (or the Executive's estate and/or beneficiaries, as the case may be) shall be entitled to receive the followingdate of such termination:
(i) Any Restricted Stock, RSUs, Options, Warrants or Shares that would have vested solely due to the passage of time during the twenty-four (24) month period beginning on the date of Executive’s death or Disability Termination shall immediately vest; the Company shall, within fourteen (14) days of the date Executive’s employment is terminated, pay and provide Executive (or in the event of Executive’s death, Executive’s estate) (A) any unpaid Base Salary through the date of termination and any accrued vacation, (B) reimbursement for any unreimbursed expenses incurred through the date of termination, and (C) all other payments, benefits or fringe benefits to which Executive may be entitled subject to and in accordance with, the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant and amounts that may become due under Sections 3 and 4 hereof (collectively, items under this clause (i) are referred to as “Accrued AmountsBenefits”); and
(ii) a lump sum payment equal the Company shall pay to Executive at the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses time other senior executives are paid to the Company's similarly situated executivesunder any cash bonus or long-term incentive plan, but in no event later than two (2) months March 15th of the year following the end of the fiscal year in which Executive’s employment is terminated, a pro-rata bonus equal to the Termination Date occurs. Notwithstanding amount Executive would have received if Executive’s employment had continued (without any other provision contained herein, all payments made discretionary cutback) multiplied by a fraction where the numerator is the number of days in connection with each respective bonus period prior to Executive’s termination and the Executive's Disability shall be provided denominator is the number of days in a manner which is consistent with federal and state law.
the bonus period (c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period“Prorated Bonus”); provided, however, that at the time of death or Disability Termination, Executive is on pace to achieve the performance milestones necessary to be eligible for such bonus. the Executive will continue to participate in the event that performance bonus plan, in accordance with the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account terms of the Executive's inability to perform plan until such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementplan has expired.
Appears in 3 contracts
Sources: Executive Employment Agreement (Atlantic International Corp.), Executive Employment Agreement (Atlantic International Corp.), Executive Employment Agreement (SeqLL, Inc.)
Death or Disability. (a) The Executive's employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate automatically on upon the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account or disability of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account . For purposes of the Executive's death or Disabilitythis Section 6(a), the Executive (or the Executive's estate and/or beneficiaries, as the case may be) “disability” shall be entitled to receive the following:
mean (i) the Accrued AmountsExecutive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; and
(ii) a lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement is, by reason of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to medically determinable physical or mental incapacityimpairment that can be expected to result in death, to perform the essential functions or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Executive's job, for ninety Company; or (90iii) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities Executive is determined to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated totally disabled by the Company and the Executive shall not be able to resign with Good Reason as a result thereofSocial Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive's Disability ’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to the Executive or his personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any earned but unpaid bonuses for any prior period and his annual bonus prorated to date of termination (to the extent the Board has set a formula and it can be calculated), and (iv) all stock options, restricted stock and restricted stock units previously granted to the Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits (except perquisites) to which the Executive and the Company cannot agree may be entitled pursuant to Section 5(b) hereof shall continue to be determined in writing by a qualified independent physician selected paid or provided by the Company and reasonably acceptable Company, as the case may be, for one year, subject to the Executive. The determination terms of Disability made in writing to the Company any applicable plan or insurance contract and the Executive shall be final and conclusive for all purposes of this Agreementapplicable law.
Appears in 3 contracts
Sources: Employment Agreement (GelTech Solutions, Inc.), Employment Agreement (GelTech Solutions, Inc.), Employment Agreement (GelTech Solutions, Inc.)
Death or Disability. (a) The Executive's ’s employment hereunder shall terminate automatically on upon the Executive's ’s death during the Employment Term, and the Company MHC or the Bancorp may terminate the Executive's ’s employment with the MHC or the Bancorp on account of the Executive's ’s Disability.
(b) If the Executive's ’s employment is terminated during the Employment Term on account of the Executive's ’s death or Disability, the Executive (or the Executive's ’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
(i) the Accrued Amounts; and
(ii) a lump sum payment equal to the Annual Bonuspro-rata annual bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's MHC’s or the Bancorp’s similarly situated executives, but in no event later than two (2) -1/2 months following the end of the fiscal calendar year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" Disability shall mean that the Executive is entitled to receive long-term disability benefits under the Bank’s long-term disability plan, or if there is no such plan, the Executive's ’s inability, due to physical or mental incapacity, to substantially perform the his essential functions of the Executive's job, duties and responsibilities under this Agreement for ninety (90) consecutive days, or one hundred twenty (120) 90 days out of any three hundred sixty365-five (365) day period; provided, provided however, in the event that the Company MHC or the Bancorp temporarily replaces the Executive, or transfers the Executive's ’s duties or responsibilities to another individual on account of the Executive's ’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's ’s employment shall not be deemed terminated by the Company MHC or the Bancorp and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's ’s Disability as to which the Executive and the Company MHC or the Bancorp cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably mutually acceptable to the ExecutiveExecutive and the MHC or the Bancorp. If the Executive and the MHC or the Bancorp cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company MHC or the Bancorp and the Executive shall be final and conclusive for all purposes of this Agreement.
Appears in 3 contracts
Sources: Employment Agreement (PDL Community Bancorp), Employment Agreement (PDL Community Bancorp), Employment Agreement (PDL Community Bancorp)
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on If the Executive incurs a Separation from Service by reason of the Executive's ’s death or Disability during the Employment Term, and the Company may terminate Period:
(i) The Accrued Obligations shall be paid to the Executive's employment on account of ’s estate or beneficiaries or to the Executive's Disability., as applicable, within thirty days after the Executive’s Separation from Service (or any shorter period prescribed by law) or, in the case of payments or benefits described in Section 5(a)(i)(B) above, as such payments or benefits become due;
(bii) If In addition to the Accrued Obligations, subject to the Executive's employment is terminated during ’s (or his estate’s) execution and delivery to the Employment Term on account Employer of a Release within forty-five (45) days after the Executive's death or Disability’s Separation from Service and non- revocation of such Release, the Executive (or the Executive's his estate and/or or beneficiaries, as the case may beif applicable) shall be entitled to receive the following:following payments and benefits (the “Death/Disability Payments”):
(1) the RPUs shall vest in full upon the Executive’s Separation from Service and shall convert into Units as set forth in the applicable award agreement; and (2) the CPUs shall vest and convert into Units as set forth in the applicable award agreement. In addition, except for any CPUs or other performance-vesting awards, any other equity and/or long-term incentive awards awarded on or after the Commencement Date shall fully vest on the date of the Executive’s Separation from Service, with any vested awards which are exercisable remaining exercisable for the remainder of their original terms and any awards subject to Code Section 409A remaining payable in accordance with the terms of the applicable award agreement;
(B) For a period of eighteen (18) months following the date on which the Executive incurs a Separation from Service, but in no event longer than the COBRA Period, the Executive and the Executive’s eligible dependents shall continue to be provided with medical, prescription and dental benefits as if the Executive’s employment had not been terminated at the same cost to the Executive (or the Executive’s estate or dependents) as immediately prior to the Date of Termination provided that the Executive or his dependents, if applicable, properly elect continuation healthcare coverage under Code Section 4980B; following such continuation period, any further continuation of such coverage under applicable law shall be at the Executive’s (or his estate’s or dependents’) sole expense; provided, however, that (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the Accrued Amounts; and
expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (ii) a lump sum payment the Employer is otherwise unable to continue to cover the Executive under its group health plans, then, in either case, an amount equal to the Annual monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the COBRA Period (or the remaining portion thereof);
(C) The Pro-Rata Bonus, if any, that payable in the Executive would have earned for calendar year following the fiscal calendar year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executivesExecutive’s Separation from Service occurs, but in no event later than two (2) months the fifteenth day of the third month following the end of the fiscal calendar year in which the Date of Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.; and
(cD) For purposes of this Agreement, "Disability" shall mean Any unpaid Annual Bonus that would have become payable to the Executive's inability, due Executive pursuant to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90Section 3(b)(ii) consecutive days, or one hundred twenty (120) days out hereof in respect of any three hundred sixty-five (365) day period; providedcalendar year that ends on or before the Date of Termination, howeverhad the Executive remained employed through the payment date of such Annual Bonus, payable in the calendar year in which the Separation from Service occurs, but in no event that later than the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual date in such calendar year on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as annual bonuses are paid to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this AgreementPeer Executives generally.
Appears in 3 contracts
Sources: Employment Agreement (BreitBurn Energy Partners L.P.), Employment Agreement (BreitBurn Energy Partners L.P.), Employment Agreement (BreitBurn Energy Partners L.P.)
Death or Disability. (a) The Executive's ’s employment hereunder shall terminate automatically on upon the Executive's ’s death during the Employment Term, and the Company Bank may terminate the Executive's ’s employment with the Bank on account of the Executive's ’s Disability.
(b) If the Executive's ’s employment is terminated during the Employment Term on account of the Executive's ’s death or Disability, the Executive (or the Executive's ’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
(i) the Accrued Amounts; and
(ii) a lump sum payment equal to the Annual Bonuspro-rata annual bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's Bank’s similarly situated executives, but in no event later than two (2) -1/2 months following the end of the fiscal calendar year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" Disability shall mean that the Executive is entitled to receive long-term disability benefits under the Bank’s long-term disability plan, or if there is no such plan, the Executive's ’s inability, due to physical or mental incapacity, to substantially perform the his essential functions of the Executive's job, duties and responsibilities under this Agreement for ninety (90) consecutive days, or one hundred twenty (120) 90 days out of any three hundred sixty365-five (365) day period; provided, provided however, in the event that the Company Bank temporarily replaces the Executive, or transfers the Executive's ’s duties or responsibilities to another individual on account of the Executive's ’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's ’s employment shall not be deemed terminated by the Company Bank and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's ’s Disability as to which the Executive and the Company Bank cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably mutually acceptable to the ExecutiveExecutive and the Bank. If the Executive and the Bank cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company Bank and the Executive shall be final and conclusive for all purposes of this Agreement.
Appears in 3 contracts
Sources: Employment Agreement (PDL Community Bancorp), Employment Agreement (PDL Community Bancorp), Employment Agreement (PDL Community Bancorp)
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on upon the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account of the Executive's death or Disability, the Executive (or the Executive's estate and/or beneficiaries, as the case may be) shall be entitled to receive the Accrued Amounts and the following:
(i) if before the Accrued Amounts; and
(ii) Revenue Trigger, a lump sum payment equal to two times the Annual Bonus, if any, that sum of the Executive would have earned Executive's Base Salary and Target Bonus for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with and if after the Revenue Trigger, one times the sum of the Executive's Disability Base Salary and Target Bonus for the year in which the Termination Date occurs, which in either case shall be provided in a manner which paid within seven (7) days following the Termination Date;
(ii) If the Executive’s family timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 ("COBRA"), the Company shall pay the full premium to insure his spouse and dependents until the eighteen-month anniversary of the Termination Date.
(iii) To the extent any equity granted to Executive that is consistent with federal subject to time vesting is not already vested as of the Termination Date, all unvested equity shall immediately vest and state lawall restrictions on the transferability, subject to SEC Rule 144, of such equity shall be lifted on the Termination Date.
(c) For purposes of this Agreement, "Disability" Disability shall mean the Executive's inability, due to physical or mental incapacity, to substantially perform the essential functions of the Executive's job, his duties and responsibilities under this Agreement for ninety (90) consecutive days, or one hundred twenty eighty (120180) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably mutually acceptable to the ExecutiveExecutive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.
Appears in 3 contracts
Sources: Employment Agreement (Quantum Materials Corp.), Employment Agreement (Quantum Materials Corp.), Employment Agreement (Quantum Materials Corp.)
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account of the Executive's Disability.
(b) If the Executive's Employee’s employment is terminated during the Employment Term on account by reason of the Executive's Employee’s death or Disability, the Executive (Company shall pay to Employee or the Executive's estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
Employee’s legal representatives (i) within 30 days after the later to occur of the Date of Termination or the effective date of the Release, a lump sum in cash equal to the sum of Employee’s Annual Base Salary through the Date of Termination to the extent not previously paid and any compensation previously deferred by Employee (together with any accrued interest or earnings thereon) (the “Accrued AmountsObligations”); and
(ii) a lump sum payment equal the amount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Annual BonusDate of Termination to the extent not previously paid, if any, that which amount shall be paid at such time as the Executive would have earned Company pays other executives of the Company annual bonuses for the fiscal prior calendar year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, (but in no event later than two the fifteenth business day after the Company publicly announces its earnings for such calendar year in a press release); (2iii) months following without duplication of any amount payable pursuant to clause (ii) above, the end amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the fiscal Company annual bonuses for the calendar year in which Employee’s Date of Termination occurs (but in no event later than the Termination Date occurs. Notwithstanding fifteenth business day after the Company publicly announces its earnings for such calendar year in a press release); (iv) any other provision contained hereinamounts arising from Employee’s participation in, all payments made or benefits under, any Investment Plan (the “Accrued Investments”), which amounts shall be paid in connection accordance with the Executive's Disability terms and conditions of such Investment Plan; and (v) any amounts to which Employee or Employee’s spouse, beneficiaries or estate are entitled from Employee’s participation in, or benefits under, any Welfare Plan (“Accrued Welfare Benefits”), which amounts shall be provided paid in a manner which is consistent accordance with federal the terms and state law.
(c) For purposes conditions of such Welfare Plan. Except as described in this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, howeverSection 5(a), in the event that the Company temporarily replaces the Executive, of Employee’s termination by reason of Employee’s death or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment Employee and Employee’s legal representatives, as applicable, shall not be deemed terminated by the Company and the Executive shall not be able forfeit all rights to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementany other compensation.
Appears in 3 contracts
Sources: Employment Agreement (Odyssey Healthcare Inc), Employment Agreement (Odyssey Healthcare Inc), Employment Agreement (Odyssey Healthcare Inc)
Death or Disability. (a) The Executive's ’s employment hereunder shall be deemed to terminate automatically on the date of Executive's death during the Employment Term’s death, and the Company may by written notice to Executive terminate the Executive's ’s employment on account of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account his Total Disability effective as of the date of such notice. For purposes hereof, Executive shall be deemed to experience a “Total Disability” if Executive is considered totally disabled under any group disability plan maintained by the Company and in effect at that time, or in the absence of any such plan, Executive shall be deemed to experience a Total Disability if he shall have been unable to perform his duties hereunder on a full-time basis for 90 consecutive days or longer, or for shorter periods aggregating 120 days in any 360-day period. In the event of any dispute under this Section 7(a), Executive shall submit to a physical examination by a licensed physician mutually satisfactory to the Company and Executive's death or , the cost of such examination to be paid by the Company, and the determination of such physician shall be determinative. In the case of a Total Disability, until the Company shall have terminated Executive’s employment hereunder in accordance with the foregoing, Executive (or the Executive's estate and/or beneficiaries, as the case may be) shall be entitled to receive compensation provided for herein notwithstanding any such Total Disability. In the followingevent of the termination of Executive’s employment on account of his death or Total Disability, neither Executive nor his personal representative will have any rights or claims against the Company under this Agreement except as follows:
(i) Executive (or his estate or representative, as applicable) shall be paid (A) any unpaid portion of his Base Salary computed on a pro rata basis through the Accrued Amountsdate of his termination and (B) any unreimbursed expenses;
(ii) All other of Executive’s accrued but unpaid rights shall be as determined under any incentive compensation, stock option, retirement, employee welfare or other employee benefits plan or program of the Company in which Executive is then participating at the time of his termination; and
(iiiii) in the case of Executive’s Total Disability only, (A) the Company shall continue Executive’s medical benefits coverage existing at the time of his termination for as long as permissible under the Company’s health benefits policies (not to exceed 60 days) and the Company further agrees to pay Executive’s COBRA premiums for six months thereafter, with such premiums to provide for coverage at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of Executive, but excluding any applicable tax consequences for Executive) as in effect for Executive at the time of termination, and (B) Executive shall further receive a lump lump-sum payment payment, within 30 days after the effective date of termination, equal to the Annual Bonus, if any, aggregate amount of Executive’s Base Salary as in effect immediately prior to such termination that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) over a period of six months following the end effective date of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state lawsuch termination.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.
Appears in 3 contracts
Sources: Employment Agreement (Inovio Pharmaceuticals, Inc.), Employment Agreement (Inovio Pharmaceuticals, Inc.), Employment Agreement (Inovio Pharmaceuticals, Inc.)
Death or Disability. (a) The Executive's employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate automatically on upon the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account or disability of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account . For purposes of the Executive's death or Disabilitythis Section 6(a), the Executive (or the Executive's estate and/or beneficiaries, as the case may be) “disability” shall be entitled to receive the following:
mean (i) the Accrued AmountsExecutive is unable to engage in his customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; and
(ii) a lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement is, by reason of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to medically determinable physical or mental incapacityimpairment that can be expected to result in death, to perform the essential functions or last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Executive's job, for ninety Company; or (90iii) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities Executive is determined to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated totally disabled by the Company and the Executive shall not be able to resign with Good Reason as a result thereofSocial Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive's Disability ’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to the Executive or his legally appointed representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any earned but unpaid bonuses for any prior period and his annual bonus prorated to date of termination (to the extent the Compensation Committee has set a formula and it can be calculated), (v) a lump sum payment of $500,000 as long as the Company has at least $1 million in cash following the payment paid in cash via electronic funds transfer or wire into either the Executive’s bank account or the designated, surviving relative of the Executive within 10 business days of the death or disability event (vi) all equity awards previously granted to the Executive under the Plan or similar plan shall thereupon become fully vested, and the Executive or his legally appointed representative, as the case may be, shall have up to two years from the date of termination to exercise all previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times as he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, any benefits (except perquisites) to which the Executive and the Company cannot agree may be entitled pursuant to Section 5(b) hereof shall continue to be determined in writing by a qualified independent physician selected paid or provided by the Company and reasonably acceptable Company, as the case may be, for one year, subject to the Executiveterms of any applicable plan or insurance contract and applicable law, provided that such benefits are exempt from Section 409A of the Code by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. The determination In the event all or a portion of Disability made in writing the benefits to which the Company and Executive was entitled pursuant to Section 5(b) hereof are subject to 409A of the Code, the Executive shall not be final and conclusive for all purposes entitled to the benefits that are subject to Section 409A of this Agreementthe Code subsequent to the “applicable 2½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).
Appears in 3 contracts
Sources: Employment Agreement (White River Energy Corp.), Employment Agreement (White River Energy Corp.), Employment Agreement (White River Energy Corp.)
Death or Disability. (a) The Executive's ’s employment hereunder shall terminate automatically on upon the Executive's ’s death during the Employment TermExecutive’s employment under this Agreement, and the Company may terminate the Executive's ’s employment on account of the Executive's Disability’s Disability (as defined below).
(b) If the Executive's ’s employment is terminated during the Employment Term on account of the Executive's ’s death or Disability, the Executive (or the Executive's ’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
(i) pay for any of the Accrued AmountsExecutive’s accrued but unpaid Base Salary and the Executive’s accrued but unused vacation as of the date of death or Disability;
(ii) any earned but unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Executive’s date of death or Disability, if the Executive was still employed by the Company on the last day of the preceding fiscal year;
(iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and
(iiiv) a lump sum payment equal to the Annual Bonussuch employee benefits (including equity compensation), if any, that to which the Executive would have earned for may be entitled under the fiscal year in which the Termination Date occurs based on the achievement Company’s Employee Benefit Plans as of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law’s death or Disability.
(c) For purposes of this Agreement, "“Disability" ” shall mean the Executive is entitled to receive long-term disability benefits under the Company’s long-term disability plan, or if there is no such plan, the Executive's ’s inability, due to physical or mental incapacity, to substantially perform all of the essential functions of the Executive's jobduties and responsibilities under this Agreement, with or without reasonable accommodation, for ninety (90) consecutive days, or one hundred twenty eighty (120180) days out of any three hundred sixty-five (365) day periodperiod or one hundred twenty (120) consecutive days; provided, provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's ’s duties or responsibilities to another individual on account of the Executive's ’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's ’s employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's ’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably mutually acceptable to the ExecutiveExecutive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.
Appears in 3 contracts
Sources: Executive Employment Agreement (Veru Inc.), Executive Employment Agreement (Veru Inc.), Executive Employment Agreement (Veru Inc.)
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on In the event that the Executive's death during ’s employment and the Employment Term, and the Company may terminate the Executive's employment Term end on account of the Executive's Disability.
(b) If ’s death or a termination by the Company due to the Executive's employment is terminated during the Employment Term on account of the Executive's death or ’s Disability, the Executive (Executive’s estate or the Executive's estate and/or beneficiaries, as the case may be) applicable, shall be entitled to receive the following:
(i) any earned and unpaid Base Salary through the date of termination;
(ii) reimbursement for any unreimbursed business expenses incurred through the date of termination;
(iii) all other accrued and vested payments, benefits or fringe benefits to which the Executive is entitled in accordance with the terms and conditions of the applicable compensation or benefit plan, program or arrangement of the Company (collectively, Sections 7(a)(i) through 7(a)(iii) hereof shall be hereafter referred to as the “Accrued AmountsBenefits”);
(iv) any earned but unpaid Annual Bonus with respect to a calendar year ending on or preceding the date of termination, payable as provided in Section 4 hereof (without regard to any continued employment requirement); and
(iiv) subject to the Executive’s continued compliance with the obligations in this Agreement (in the event of a lump sum payment termination by the Company due to the Executive’s Disability), a monthly amount equal to the Annual BonusBase Salary rate (as in effect immediately prior to the date of Executive’s termination), if any, that which amount shall be paid in cash to the Executive would have earned or his estate, as applicable, in equal installments commensurate with the Company’s regularly scheduled payroll in accordance with the payment procedures set forth in Section 3 for the fiscal year in which the Termination Date occurs based six (6) months, commencing on the achievement of applicable performance goals for such year, which shall be payable on first regularly scheduled payroll date following the date that annual bonuses are paid the general release of claims in Section 8 is effective and irrevocable (only with respect to a termination by the Company due to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "’s Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period); provided, however, that if the sixty (60)-day period in which the release of claims must be effective and irrevocable begins in one tax year and ends in a later tax year, the payments will commence on the first payroll date following the effective date of the release of claims that begins in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementlater tax year.
Appears in 3 contracts
Sources: Employment Agreement (Rallybio Corp), Employment Agreement (Rallybio Corp), Employment Agreement (Rallybio Corp)
Death or Disability. (a) The Executive's employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate automatically on without act by any party upon the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account or disability of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account . For purposes of the Executive's death or Disabilitythis Section 6(a), the Executive (or the Executive's estate and/or beneficiaries, as the case may be) “disability” shall be entitled to receive the following:
mean (i) the Accrued AmountsExecutive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; and
(ii) a lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement is, by reason of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to medically determinable physical or mental incapacityimpairment that can be expected to result in death, to perform the essential functions or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Executive's job, for ninety Company; or (90iii) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities Executive is determined to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated totally disabled by the Company and the Executive shall not be able to resign with Good Reason as a result thereofSocial Security Administration. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree a disability shall be determined in writing by a qualified independent physician selected majority of the members of the Board of Directors of the Corporation based on available information (or the Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by reason of Executive’s death, the Executive’s estate shall receive (i) three (3) months’ Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes, and (ii) continued provision for a period of one (1) year following the Executive’s death of benefits, except perquisites, under any employee benefit plan extended from time to time by the Company and reasonably acceptable to its senior executives. In the event that the Executive’s employment is terminated by reason of Executive’s disability, the Company shall pay the following to the Executive. The determination : (i) eighteen (18) months’ Base Salary at the then current rate, to be paid from the date of Disability made termination until paid in writing full in accordance with the Company’s usual practices, including the withholding of all applicable taxes; (ii) continued provision during said eighteen (18) month period of the benefits, except perquisites, under any employee benefit plan extended from time to time by the Company to its senior executives; and (iii) any earned but unpaid bonuses; provided, however, the Company may credit against such amounts any proceeds paid to the Company and the Executive shall be final and conclusive with respect to any disability policy maintained for all purposes of this Agreementhis benefit.
Appears in 2 contracts
Sources: Employment Agreement (Money4gold Holdings Inc), Employment Agreement (Money4gold Holdings Inc)
Death or Disability. Except as otherwise provided in this Agreement, this Agreement shall automatically terminate without act by any party upon the death or disability of the Executive. For purposes of this Section 6(a), "disability" shall mean that for a period of 45 consecutive days or 90 aggregate days in any 12-month period, the Executive is incapable of substantially fulfilling the duties set forth in Section 3 (awhich means full-time employment) The because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as determined by the Executive's physician (or his guardian). In the event of the death of the Executive, the Executive's estate shall receive any unpaid, earned compensation and benefits due the Executive and this Agreement shall terminate. In the event that Executive's employment hereunder shall terminate automatically on the is terminated by reason of Executive's death during the Employment Termor disability, and the Company may terminate shall pay the following to Executive's employment on account : (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) the remainder of the Executive's Disability.
base salary due during the Term, (biii) If any accrued but unpaid expenses required to be reimbursed under this Agreement, (iv) any Personal Time Off accrued to the date of termination, (v) any earned but unpaid bonuses for any prior period, his annual bonus prorated to date of termination (to the extent it can be calculated), and (vi) all stock options and restricted stock units previously granted to Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive's employment is terminated during the Employment Term on account because of the Executive's death or Disabilitydisability, the Executive (shall receive any benefits to which Executive may be entitled pursuant to Section 5 hereof shall continue to be paid or provided by the Executive's estate and/or beneficiariesCompany, as the case may be) shall be entitled to receive the following:
(i) the Accrued Amounts; and
(ii) a lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such one year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state lawexcept for perquisites.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Ultrastrip Systems Inc), Employment Agreement (Quipp Inc)
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account of the Executive's Disability.
(b) If the Executive's Employee’s employment is terminated during the Employment Term on account by reason of the Executive's Employee’s death or Disability, the Executive (Company shall pay to Employee or the Executive's estate and/or beneficiaries, as the case may be) shall be entitled to receive the followingEmployee’s legal representatives:
(i) within 30 days after the Employee’s Date of Termination as defined in Section 6(b), a lump sum in cash equal to the sum of Employee’s Annual Base Salary through the Date of Termination to the extent not previously paid and any compensation previously deferred by Employee (together with any accrued interest or earnings thereon) (the “Accrued AmountsObligations”);
(ii) the amount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination to the extent not previously paid and the amount of any Pro Rata Bonus, each of which amounts shall be paid no later than the later of 30 days after the Date of Termination or 10 business days after the date on which the Company has available to it the information reasonably required to determine the amount to be paid;
(iii) any amounts arising from Employee’s participation in, or benefits under, any Investment Plan (the “Accrued Investments”), which amounts shall be paid in accordance with the terms and conditions of such Investment Plan; and
(iiiv) a lump sum payment equal any amounts to the Annual Bonuswhich Employee or Employee’s spouse, if anybeneficiaries or estate are entitled from Employee’s participation in, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such yearor benefits under, any Welfare Plan (“Accrued Welfare Benefits”), which amounts shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection accordance with the Executive's Disability shall be provided terms and conditions of such Welfare Plan. Except as described in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, howeverSection 5(a), in the event that the Company temporarily replaces the Executive, of Employee’s termination by reason of Employee’s death or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment Employee and Employee’s legal representatives, as applicable, shall not be deemed terminated by the Company and the Executive shall not be able forfeit all rights to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementany other compensation.
Appears in 2 contracts
Sources: Employment Agreement (Crusader Energy Group Inc.), Contribution Agreement (Greenhill & Co Inc)
Death or Disability. (a) The Executive's ’s employment hereunder shall terminate automatically on the Executive's ’s death during the Employment Term, and the Company may terminate the Executive's ’s employment on account of the Executive's ’s Disability.
(b) If the Executive's ’s employment is terminated during the Employment Term on account of the Executive's ’s death or Disability, the Executive (or the Executive's ’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
(i) the Accrued Amounts; and
(ii) to the extent a Company Employee Disability insurance policy (“Disability Policy”) exists, if on account of Executive’s Disability only, a lump sum payment equal to the Annual Bonus, if any, that the Severance Amount to which Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such yearbeen entitled pursuant to Section 5.2(a), which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two within sixty (260) months following the end of the fiscal year in which days after the Termination Date occursup to the amount covered by the Disability Policy. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's ’s Disability shall be provided in a manner which that is consistent with federal and state law.
(iii) The treatment of any outstanding equity awards shall be determined in accordance with the terms of the applicable award agreements.
(c) For purposes of this Agreement, "“Disability" ” shall mean the Executive's ’s inability, due to physical or mental incapacity, to perform the essential functions of the Executive's ’s job, with or without reasonable accommodation, for ninety (90) consecutive days, or one hundred twenty eighty (120180) days out of any three hundred sixty-five (365) day periodperiod or one hundred twenty (120) consecutive days; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's ’s duties or responsibilities to another individual on account of the Executive's ’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's ’s employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's ’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably mutually acceptable to the ExecutiveExecutive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third physician who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Reliability Inc), Employment Agreement (Reliability Inc)
Death or Disability. (a) The Employment Term and Executive's ’s employment hereunder shall terminate automatically on the upon Executive's ’s death during the Employment Term, and the Company or Executive may terminate the Employment Term and Executive's ’s employment hereunder on account of the Executive's ’s Disability.
(b) If the Executive's ’s employment is terminated during the Employment Term on account of the Executive's ’s death or Disability, the Executive (or the Executive's ’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
(i) The Accrued Amounts (which amounts shall be paid in accordance with Section 5.1);
(ii) An amount equal to the Accrued Amountsbonus awarded to Executive with respect to the Fiscal Year prior to termination of his employment pursuant to this Section 5.3(b) (the “Prior Year Bonus”) to the extent not previously paid to Executive;
(iii) An amount equal to the Prior Year Bonus multiplied by a fraction, the numerator of which shall be the number of whole months elapsed in the Fiscal Year in which the termination of his employment occurs and the denominator of which shall be 12 (the “Pro Rata Bonus”); and
(iiiv) a lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement The treatment of applicable performance goals for such year, which any outstanding equity awards shall be payable on determined in accordance with the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end terms of the fiscal year in which applicable equity incentive plans and the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal applicable award agreements and state lawSection 4.3 of this Agreement.
(c) For purposes of this Agreement, "“Disability" ” shall mean Executive is entitled to receive long-term disability benefits under Company’s long-term disability plan, or if there is no such plan, the Executive's ’s inability, due to physical or mental incapacity, to perform the essential functions of the Executive's his job, for ninety (90) consecutive days, or one hundred twenty (120) 180 days out of any three hundred sixty365-five (365) day period; provided, provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's ’s duties or responsibilities to another individual on account of the Executive's ’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's ’s employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's ’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably mutually acceptable to the ExecutiveExecutive and Company. If Executive and Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Medizone International Inc), Employment Agreement (Medizone International Inc)
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on In the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account event of the Executive's Disability.
’s Death or Disability (b) If defined below), the Executive's ’s employment is terminated during shall immediately terminate. The Companies shall have no further liability or obligation to the Employment Term on account of Executive under this Agreement or in connection with the Executive's death or Disability’s employment hereunder, the Executive (or the Executive's estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
except for (i) any accrued, unpaid Base Salary through the Accrued Amountsdate of termination; and
(ii) any accrued, unused Annual Vacation through the date of termination (excluding any Carryover Vacation); any payments or benefits provided under the terms and conditions of the employee benefit plans of the Company in which the Executive is a participant on the date of termination, including, the Bonus Plan, the LTIP (or any awards granted thereunder) or the OTIP; (iv) any unreimbursed expenses properly incurred prior to the date of termination; and (v), except in case of a termination by the Companies for Cause or resignation by the Executive without Good Reason, any Annual Bonus earned for the year prior to the year of termination but not yet paid as of the date of termination (collectively, the “Accrued Obligations”). The Accrued Obligations shall be payable in a lump sum payment equal to within the Annual Bonustime period required by applicable law, if anyand in no event later than thirty (30) days following termination of employment. In addition, that the Company will pay the Executive would have earned or his estate a prorated Annual Bonus for the fiscal year in which of termination payable at the Termination Date occurs based on same time as bonuses would otherwise be payable under the Company’s Annual Bonus Plan, subject to the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which Company for the Termination Date occursperformance period. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "“Disability" shall mean ” means the Executive's inability, Executive is incapacitated due to physical or mental illness and such incapacity, to perform with or without reasonable accommodation, prevents the Executive from satisfactorily performing the essential functions of his job for the Executive's job, Companies on a full-time basis for at least ninety (90) consecutive daysdays in a calendar year, but in no event less than the period of time required for the Executive to qualify for long-term disability benefits under any long-term disability plan or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in policy maintained by the Companies for which the Executive is eligible. In the event that the Company temporarily replaces Executive disagrees with the Companies’ decision to terminate the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties ’s employment due to a mental or physical incapacity which is, or is reasonably expected to become, a his Disability, then the Executive's employment shall not be deemed terminated by the Company Companies and the Executive shall not be able to resign with Good Reason as select a result thereof. Any question as to the existence of the Executive's Disability as to which mutually acceptable physician who shall examine the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and determine whether the Executive shall be final and conclusive for all purposes of this Agreement.is so disabled,
Appears in 2 contracts
Sources: Employment Agreement (Supreme Industries Inc), Employment Agreement (Supreme Industries Inc)
Death or Disability. (a) The Executive's ’s employment hereunder shall terminate automatically on upon the Executive's ’s death during the Employment Term, and the Company may terminate the Executive's ’s employment on account of the Executive's ’s Disability.
(b) If the Executive's ’s employment is terminated during the Employment Term on account of the Executive's ’s death or Disability, the Executive (or the Executive's ’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
(i) the Accrued Amounts; and
(ii) a lump sum payment equal to the Annual Bonus, if any, that product of: (A) the Executive would have earned Executive’s Target Bonus for the fiscal year in which the Termination Date occurs based on and (B) a fraction, the achievement numerator of applicable performance goals for which is the number of days the Executive was employed by the Company during the year in which the Termination Date occurs and the denominator of which is the number of days in such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months within 60 days following the end of the fiscal year in which the Termination Date occursDate. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's ’s Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Amended Agreement, "“Disability" ” shall mean the Executive is entitled to receive long-term disability benefits under the Company’s long-term executive disability plan, or if there is no such plan, the Executive's ’s inability, due to physical or mental incapacity, to perform the essential functions of the Executive's her job, with or without reasonable accommodation, for ninety (90) consecutive days, or one hundred twenty eighty (120180) days out of any three hundred sixty-five (365) day period; provided, provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's ’s duties or responsibilities to another individual on account of the Executive's ’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's ’s employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's ’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably mutually acceptable to the ExecutiveExecutive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Amended Agreement.
Appears in 2 contracts
Sources: Executive Employment Agreement (Us Xpress Enterprises Inc), Executive Employment Agreement (Us Xpress Enterprises Inc)
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on If the Executive's ’s employment is terminated by reason of the Executive’s death or Disability during the Employment Term, and the Company may terminate the Executive's employment on account of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account of the Executive's death or Disability, the Executive (or the Executive's estate and/or beneficiaries, as the case may be) shall be entitled to receive the followingPeriod:
(i) The Accrued Obligations shall be paid to the Accrued Amounts; andExecutive’s estate or beneficiaries or to the Executive, as applicable, in cash within thirty (30) days of the Date of Termination;
(ii) a lump sum payment equal At the time when annual bonuses are paid to other peer executives of the Annual Bonus, if any, that the Executive would have earned Employer for the fiscal year in which the Date of Termination Date occurs based on the achievement of applicable performance goals for such yearoccurs, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical ’s estate or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, beneficiaries or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers as applicable, shall be paid an amount equal to the Executive's duties or responsibilities to another individual on account product of (A) the amount of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as Annual Bonus to which the Executive would have been entitled, if the Executive’s employment had not been terminated, and (B) a fraction, the numerator of which shall be the number of days in such fiscal year through the Date of Termination and the Company cannot agree denominator of which shall be determined 365, to the extent not theretofore paid;
(iii) The Executive’s Phantom Options shall vest as of the Date of Termination and shall be payable as set forth in writing by a qualified independent physician selected by the Company and reasonably acceptable Appendix B hereto; and
(iv) The Other Benefits shall be paid or provided to the Executive. The determination of Disability made in writing ’s estate or beneficiaries or to the Company and Executive, as applicable, on a timely basis; and
(v) Through the remainder of the Employment Period, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Executive and/or the Executive’s eligible dependents shall continue to be provided with medical, prescription and dental benefits as if the Executive’s employment had not been terminated. Such health benefits shall be final and conclusive provided to the eligible dependents in a manner that neither the coverage nor the benefits are includible in the eligible dependent’s taxable gross income. If the Employer is unable to provide such coverage or benefits to the eligible dependent on that basis, then the Employer shall pay the eligible dependent such additional amounts as necessary to make the eligible dependent “whole” on a net after-tax basis for all purposes the receipt of this Agreement.such coverage or benefits;
Appears in 2 contracts
Sources: Employment Agreement (BreitBurn Energy Partners L.P.), Employment Agreement (BreitBurn Energy Partners L.P.)
Death or Disability. (a) The If, during the Employment Period, the Executive shall die, his termination of employment shall become effective as of the date of his death. If, during the Employment Period, the Executive shall be substantially unable to perform the duties required of him pursuant to the provisions of this Agreement due to any physical or mental disability which is in existence for a period of 45 consecutive days or an aggregate of 90 days in any 12 consecutive month period, the Company shall have the right to terminate the Executive's ’s employment pursuant to this Agreement by giving not less than 30 days’ written notice to the Executive, at the end of which time the Executive’s employment hereunder shall terminate automatically on the Executive's death be terminated. The Executive shall retain his status and continue to receive his Base Salary and other benefits during the Employment Termperiod prior to any termination because of a disability. Upon request by the Company, the Executive shall submit to reasonable medical examination for the purpose of determining the existence, nature and the Company may terminate the Executive's employment on account extent of the Executive's Disabilityany such disability.
(b) If In the Executive's employment is terminated during the Employment Term on account event of a termination of the Executive's ’s employment by reason of his death or Disabilitydisability, the Executive (or the Executive's estate and/or beneficiariesCompany shall have no further obligations hereunder, except as the case may be) shall be entitled to receive the followingfollows:
(i) All accrued and unpaid Base Salary through the Accrued Amountsdate of termination and all bonus or incentive compensation or other benefits earned and accrued by the Executive as of the date of termination, plus any vacation pay, expense reimbursements or other entitlements due to the Executive under any of the Company’s benefits plans or under this Agreement, shall be paid to the Executive or his estate or assigns within 30 days of the date of termination; and
(ii) a lump sum payment equal All stock options and other equity awards granted to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable fully vest on the date that annual bonuses are paid of termination, and all such stock options or awards shall thereupon become fully exercisable or payable, with such stock options to continue to be exercisable for one year after the Company's similarly situated executivesdate of termination, but but, in no event later than two (2) months following the end date of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes expiration of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, such options as specified in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementoption award letters relating thereto.
Appears in 2 contracts
Sources: Employment Agreement (Neurologix Inc/De), Employment Agreement (Neurologix Inc/De)
Death or Disability. (a) The If Executive's employment hereunder shall terminate automatically on the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account of the Executive's Disability.
(b) If the Executive's ’s employment is terminated due to his death or is terminated by the Company due to Disability during the Employment Term on account of the Executive's death or Disability, the Executive (or the Executive's estate and/or beneficiaries, as the case may be) shall be entitled to receive the followingEmployment:
(i) the Accrued Amounts; andCompany shall pay to Executive (or his beneficiaries) any accrued but unpaid Base Salary earned through the Date of Termination, payable in accordance with the regular payroll practices applicable to senior executives of the Company;
(ii) at the time that the Bonus would otherwise be paid in accordance with Section 4(b) hereof, the Company shall pay to Executive (or his beneficiaries) any earned but unpaid Bonus in respect of any completed year preceding the year in which such termination occurs (the “Accrued Bonus”);
(iii) the Company shall reimburse Executive pursuant to Section 4(e) for any business expenses incurred through, but not reimbursed prior to, the Date of Termination;
(iv) within ten (10) days following the Date of Termination, the Company shall pay to Executive a lump sum payment for his accrued but unused vacation through the Date of Termination;
(v) the Company shall pay or provide to Executive such vested accrued benefits, if any, as to which Executive may be entitled under the Company’s employee benefit plans and programs applicable to Executive as of the Date of Termination (other than any severance pay plan), which shall be paid or provided in accordance with the terms of the applicable plan or program (clauses (i) — (v) collectively referred to as the “Accrued Obligations”);
(vi) Executive or his beneficiary, legal representative or estate shall receive an amount equal to the Annual product of (x) and (y), where (x) is the Bonus, if any, that the Executive would have earned for been paid to Executive in respect of the fiscal year in which the Termination Date occurs such termination occurred, based on actual performance for the achievement year of applicable performance goals for such yeartermination, and (y) is a fraction, the numerator of which shall be payable on is the date that annual bonuses are paid to number of days Executive was employed by the Company's similarly situated executives, but in no event later than two (2) months following Company during the end of the fiscal calendar year in which such termination occurred and the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner denominator of which is consistent with federal and state law.the number of days in such year (the “Pro Rata Bonus”), to be paid at such time as the Bonus would have normally been paid pursuant to Section 4(b) hereof in respect of the year in which such termination occurred; and
(cvii) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, All vested stock options and other exercisable awards then the Executive's employment shall not be deemed terminated held by the Company and the Executive shall not be able to resign with Good Reason as remain exercisable for a result thereof. Any question as to period of one year following the existence Date of the Executive's Disability as to which the Executive Termination and the Company cannot agree shall be determined in writing all unvested equity awards held by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall immediately be final and conclusive for all purposes of this Agreementforfeited without consideration.
Appears in 2 contracts
Sources: Employment Agreement (Aventine Renewable Energy Holdings Inc), Employment Agreement (Aventine Renewable Energy Holdings Inc)
Death or Disability. (a) The In the event of Executive's employment hereunder death, the Company and/or the Bank shall terminate automatically on pay to Executive's designated beneficiary, or, if Executive has failed to designate a beneficiary, to his estate, an amount equal to the Executive's death during minimum annual base salary pursuant to Section 3 hereof. Payment shall be made in twelve equal installments. Such compensation shall be in lieu of any other benefits provided hereunder, except that (i) in the Employment Term, and event of a change in control of the Company may terminate the as defined herein, Executive's employment on account of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account of the Executive's death designated beneficiary or Disability, the Executive (or the Executive's estate and/or beneficiarieshis estate, as the case may be) , shall be entitled to receive the following:
(ibenefits of Section 10(b) the Accrued Amounts; and
hereof, and (ii) a lump sum payment any benefit payable pursuant to Section 3 shall be prorated and made available to Executive in respect of any period prior to his death. The Company may maintain insurance on its behalf to satisfy in whole or in part the obligations of the Section 8. In the event of Executive's disability, as hereinafter defined, the Company shall pay to Executive an amount equal to the Annual Bonusdifference, if any, that between Executive's minimum annual base salary pursuant to Section 3 hereof and any payments which Executive is entitled to receive under the Executive would have earned long-term disability insurance policy which the Company presently maintains for the fiscal year in which benefit of Executive. Payments by the Termination Date occurs based on the achievement of applicable performance goals for such yearCompany hereunder, which if any, shall be payable on made in equal installments as provided in Section 3 throughout what would otherwise be the date that annual bonuses are paid remaining term of employment hereunder. Executive shall be entitled to the Company's similarly situated executivesdisability benefits provided by this Section if, but in no event later than two (2) months following the end by reason of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacityimpairment, he is incapable of performing his duties hereunder. Any dispute regarding the existence, the extent or the continuance of Executive's disability shall be resolved by the determination of a duly licensed and practicing physician selected by and mutually agreeable to perform both the essential functions Board of Directors of the Bank and Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in if Executive officially establishes his eligibility to receive Social Security Disability benefits or is deemed disabled under the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account terms and conditions of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then disability insurance policy carried on the Executive's employment shall not be deemed terminated Executive by the Company and or the Bank, he shall be deemed to be disabled as provided herein without further proof. Executive shall not make himself available for and submit to such examinations by said physician as may be able directed from time to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected time by the Company and reasonably acceptable physician. Failure to the Executive. The determination of Disability made in writing submit to the Company and the Executive any such examination shall be final and conclusive for all purposes constitute a material breach of this Agreement.
Appears in 2 contracts
Sources: Employment Agreement (First National Bankshares of Florida Inc), Employment Agreement (FNB Corp/Pa)
Death or Disability. (a) The If, during the Employment Period, the Executive shall die, his termination of employment shall become effective as of the date of his death. If, during the Employment Period, the Executive shall be substantially unable to perform the duties required of him pursuant to the provisions of this Agreement due to any physical or mental disability which is in existence for a period of 45 consecutive days or an aggregate of 90 days in any 12 consecutive month period, the Company shall have the right to terminate the Executive's ’s employment pursuant to this Agreement by giving not less than 30 days’ written notice to the Executive, at the end of which time the Executive’s employment hereunder shall terminate automatically on the Executive's death be terminated. The Executive shall retain his status and continue to receive his Base Salary and other benefits during the Employment Termperiod prior to any termination because of a disability. Upon request by the Company, the Executive shall submit to reasonable medical examination for the purpose of determining the existence, nature and the Company may terminate the Executive's employment on account extent of the Executive's Disabilityany such disability.
(b) If In the Executive's employment is terminated during the Employment Term on account event of a termination of the Executive's ’s employment by reason of his death or Disabilitydisability, the Executive (or the Executive's estate and/or beneficiariesCompany shall have no further obligations hereunder, except as the case may be) shall be entitled to receive the followingfollows:
(i) All accrued and unpaid Base Salary through the Accrued Amountsdate of termination and all bonus or incentive compensation or other benefits earned and accrued by the Executive as of the date of termination, plus any vacation pay, expense reimbursements or other entitlements due to the Executive under any of the Company’s benefits plans or under this Agreement, shall be paid to the Executive or his estate or assigns within 30 days of the date of termination; and
(ii) a lump sum payment equal All stock options and other equity awards granted to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable fully vest on the date that annual bonuses are paid of termination, and all such stock options or awards shall thereupon become fully exercisable or payable, with such stock options to continue to be exercisable for one year after the Company's similarly situated executivesdate of termination, but but, in no event event, later than two (2) months following the end date of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes expiration of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, such options as specified in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementoption award letters relating thereto.
Appears in 2 contracts
Sources: Employment Agreement (Neurologix Inc/De), Employment Agreement (Neurologix Inc/De)
Death or Disability. (a) The In the event of Executive's employment hereunder death, the Company and/or the Bank shall terminate automatically on pay to Executive's designated beneficiary, or, if Executive has failed to designate a beneficiary, to his estate, an amount equal to the Executive's death during minimum annual base salary pursuant to Section 3 hereof. Payment shall be made in twelve equal installments. Such compensation shall be in lieu of any other benefits provided hereunder, except that (i) in the Employment Term, and event of a change in control of the Company may terminate the as defined herein, Executive's employment on account of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account of the Executive's death designated beneficiary or Disability, the Executive (or the Executive's estate and/or beneficiarieshis estate, as the case may be) , shall be entitled to receive the following:
(ibenefits of Section 10(b) the Accrued Amounts; and
hereof, and (ii) a lump sum payment any benefit payable pursuant to Section 3 shall be prorated and made available to Executive in respect of any period prior to his death. The Company or the Bank may maintain insurance on its behalf to satisfy in whole or in part the obligations of the Section 8. In the event of Executive's disability, as hereinafter defined, the Company and/or the Bank shall pay to Executive an amount equal to the Annual Bonusdifference, if any, that between Executive's minimum annual base salary pursuant to Section 3 hereof and any payments which Executive is entitled to receive under the Executive would have earned long-term disability insurance policy which the Company presently maintains for the fiscal year in which benefit of Executive. Payments by the Termination Date occurs based on Company or the achievement of applicable performance goals for such yearBank hereunder, which if any, shall be payable on made in equal installments as provided in Section 3 throughout what would otherwise be the date that annual bonuses are paid remaining term of employment hereunder. Executive shall be entitled to the Company's similarly situated executivesdisability benefits provided by this Section if, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to by reason by physical or mental incapacityimpairment, he is incapable of performing his duties hereunder. Any dispute regarding the existence, the extent or the continuance of Executive's disability shall be resolved by the determination of a duly licensed and practicing physician selected by and mutually agreeable to perform both the essential functions Board of Directors of the Bank and Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in if Executive officially establishes his eligibility to receive Social Security Disability benefits or is deemed disabled under the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account terms and conditions of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then disability insurance policy carried on the Executive's employment shall not be deemed terminated Executive by the Company and or the Bank, he shall be deemed to be disabled as provided herein without further proof. Executive shall not make himself available for and submit to such examinations by said physician as may be able directed from time to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected time by the Company and reasonably acceptable physician. Failure to the Executive. The determination of Disability made in writing submit to the Company and the Executive any such examination shall be final and conclusive for all purposes constitute a material breach of this Agreement.
Appears in 2 contracts
Sources: Employment Agreement (First National Bankshares of Florida Inc), Employment Agreement (First National Bankshares of Florida Inc)
Death or Disability. This Agreement will terminate automatically on Executive’s death. Any compensation or other amounts due to Executive for services rendered prior to his death shall be paid to Executive’s surviving spouse, or if Executive does not leave a surviving spouse, to Executive’s estate. If Executive is receiving Severance Benefits at the time of his death, the monetary portion of Executive’s Severance Benefits shall be paid to Executive’s surviving spouse, or if Executive does not leave a surviving spouse, to Executive’s estate, for the balance of the Benefit Period (aas defined in Section 8) remaining at the time of Executive’s death. In addition, if, at the time of his death, Executive is receiving Severance Benefits that include the continuation of health, medical, dental, vision or pharmaceutical insurance benefits (as described in Section 8), and Executive’s surviving spouse is covered by such health, medical, dental, vision or pharmaceutical insurance benefits through Rural/Metro at the time of Executive’s death, then such coverage of Executive’s surviving spouse shall continue throughout the balance of the Benefit Period. No other benefits shall be payable to Executive’s heirs pursuant to this Agreement, but amounts may be payable pursuant to any life insurance or other benefit plans maintained by Rural/Metro. In the event Executive becomes “Disabled,” Executive’s employment hereunder and Rural/Metro’s obligation to pay Executive’s Base Salary (less any amounts payable to Executive pursuant to any long-term disability insurance policy paid for by Rural/Metro) The shall continue for a period of six (6) months from the date as of which Executive is determined to have become Disabled, at which point, Executive's ’s employment hereunder shall terminate automatically on the Executive's death during the Employment Term, cease and the Company may terminate the Executive's employment on account of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account of the Executive's death or Disability, the terminate. Executive (or the Executive's estate and/or beneficiaries, as the case may be) shall be entitled considered “Disabled” or to receive the following:
(i) the Accrued Amounts; and
(ii) be suffering from a lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned “Disability” for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this AgreementSection 7 if Executive is unable, "Disability" shall mean after any reasonable accommodations required by the Executive's inability, due to physical Americans with Disabilities Act or mental incapacityother applicable law, to perform the essential functions of his position because of a physical or mental impairment. In the Executive's job, for ninety absence of agreement between Rural/Metro and Executive as to whether Executive is Disabled or suffering from a Disability (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the date as of which Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree became Disabled), such determinations shall be determined in writing made by a qualified independent licensed physician selected by Rural/Metro. If a licensed physician selected by Executive disagrees with the Company and reasonably acceptable to determination of the Executivephysician selected by Rural/Metro, the two physicians shall select a third physician. The determination decision of the third physician concerning whether Executive is Disabled or suffering from a Disability made in writing to the Company (and the date as of which Executive became Disabled) shall be final binding and conclusive for on all purposes of this Agreementinterested parties.
Appears in 2 contracts
Sources: Employment Agreement (Rural Metro Corp /De/), Employment Agreement (Rural Metro Corp /De/)
Death or Disability. (ai) The Executive's ’s employment hereunder shall terminate automatically on the upon Executive's ’s death during the Employment Term, and the Company may terminate the Executive's ’s employment on account of the Executive's ’s Disability.
(bii) If the Executive's ’s employment is terminated during the Employment Term on account of Executive’s death, Executive’s estate and/or beneficiaries, as the case may be, shall be entitled to receive: (i) the Accrued Amounts; and (ii) the Severance.
(iii) If Executive's death or ’s employment is terminated during the Employment Term on account of Executive’s Disability, the Executive (or the Executive's ’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
receive: (i) the Accrued Amounts; and
and (ii) a lump sum payment equal subject to the Annual BonusExecutive’s compliance with Section 6, if anySection 7, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement Section 8, and Section 9 of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end this Agreement and his execution of the fiscal year in which Release and such Release becoming effective within the Termination Date occurs. Notwithstanding any other provision contained hereinRelease Execution Period, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state lawSeverance.
(civ) For purposes of this Agreement, "“Disability" ” shall mean the Executive's ’s inability, due to physical or mental incapacity, to perform the essential functions of the Executive's his job, with or without reasonable accommodation, for ninety (90) consecutive days, or an aggregate of one hundred twenty eighty (120180) days out of any three hundred sixty-five (365) day periodperiod or one hundred twenty (120) consecutive days; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's ’s duties or responsibilities to another individual on account of the Executive's ’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's ’s employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's ’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and reasonably acceptable to the Executivethose two (2) physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Profire Energy Inc), Employment Agreement (Profire Energy Inc)
Death or Disability. (aSubject to Section 4(d) The Executive's employment hereunder shall terminate automatically on hereof, if the Executive incurs a Separation from Service by reason of the Executive's ’s death or Disability during the Employment TermPeriod, and then in addition to the Accrued Obligations, subject to the Executive’s or the Executive’s estate’s (as applicable) execution, delivery to the Company may terminate and non-revocation of an effective Release within sixty (60) days following the Executive's employment on account Date of the Executive's Disability.
Termination, (bi) If the Executive's employment is terminated during the Employment Term on account of the Executive's death or Disability, the Executive (or the Executive's estate and/or beneficiaries’s estate, as the case may beif applicable) shall be entitled to receive the following:
(i) the Accrued Amounts; and
(ii) Pro-Rata Bonus Severance, payable in a lump single lump-sum payment equal to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that on which annual bonuses are paid to the Company's similarly situated executives’s senior executives generally for such year, but in no event later than two (2) months March 15th of the calendar year immediately following the end of the fiscal calendar year in which the Date of Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection occurs (with the Executive's Disability actual date within such period determined by the Company in its sole discretion), and (ii) any outstanding equity award, or any portion thereof, that vests based solely on continued service to the Company and that is held by the Executive on the Date of Termination shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreementimmediately become fully vested and, "Disability" shall mean as applicable, exercisable. In addition, subject to the Executive's inability’s or the Executive’s estate’s (as applicable) execution, due delivery to physical the Company and non-revocation of an effective Release within sixty (60) days following the Date of Termination and further subject to the Executive’s (or mental incapacitythe Executive’s estate’s, if the Executive has died) valid election to perform the essential functions continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, during the COBRA Period, the Company shall continue to provide the Executive (if applicable) and the Executive's job’s eligible dependents with coverage under its group health plans at the same levels and the same cost to the Executive (or the Executive’s estate, for ninety (90if applicable) consecutive daysas would have applied if the Executive’s employment had not been terminated, or one hundred twenty (120) days out based on the Executive’s elections in effect on the Date of any three hundred sixty-five (365) day period; Termination, provided, however, in the event that if the Company temporarily replaces is or becomes unable to continue to cover the Executive under its group health plans without incurring or causing the Executive to incur penalties or other adverse tax consequences (including without limitation, pursuant to Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Executive (or the Executive’s estate, as applicable) in substantially equal monthly installments over the continuation coverage period (or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result remaining portion thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement).
Appears in 2 contracts
Sources: Employment Agreement (Rexford Industrial Realty, Inc.), Employment Agreement (Rexford Industrial Realty, Inc.)
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account and Executive’s employment will terminate upon Executive’s death or Disability. Upon termination of the Executive's ’s employment for either death or Disability, the Executive (or the Executive's estate and/or beneficiaries’s estate, as the case may be) shall , will be entitled to receive any Accrued Obligations and health benefits as described in section 7(b). In addition, Executive or Executive’s estate, as the following:
case may be, may be granted (i) the Accrued Amounts; and
additional vesting of then-unvested stock or stock options, as applicable, (ii) a lump sum payment equal proportional amount of any earned and unpaid Annual Bonus based on Executive’s performance through the date of termination, (iii) severance payments as described in section 7(b); provided, however, that any payments of items (i), (ii), and (iii) will be conditioned upon Executive (or Executive’s estate) and Executive’s spouse (if Executive has one at the time), executing, and not revoking, a general release of claims and affirmation of Executive’s other continuing obligations under this Agreement in a form acceptable to and provided by the Annual BonusCompany (including without limitation unconditional release, representations that no claims have been filed, confidentiality, nondisparagement, transition, no admission, etc.). Upon termination of Executive’s employment due to death or Disability pursuant to this Section, Executive or Executive’s estate, as the case may be, will have no further rights to any compensation or any other benefits under this Agreement except as noted in this section. All other benefits, if any, that the due Executive would have earned following Executive’s termination for the fiscal year death or Disability will be determined in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to accordance with the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs’s plans and practices. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "“Disability" shall mean the ” means Executive's inability, due to physical or mental incapacity, ’s inability to perform one or more of the essential functions of the Executive's job’s job due to Executive’s physical or mental impairment, with or without reasonable accommodation as required by law, for ninety (90) any period aggregating more than 120 days in any 365 consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided. If the Company determines that Executive has become Disabled, howeverthe Company shall notify Executive of its determination. Executive may then request an accommodation from the Company to assist in his return to work. The Company will determine whether Executive’s request can be accommodated without undue hardship no later than 30 days after Executive requests an accommodation. In the event Executive’s request cannot be accommodated, the Company may, by notice given in the event that manner provided in this Agreement, terminate the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account status of Executive as an executive and employee of the Executive's inability to perform Company. Any such duties due to termination shall become effective 30 days after such notice of termination is given, unless within such 30 day period, Executive becomes capable of rendering services of the character contemplated hereby (and a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated physician chosen by the Company so certifies in writing) and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementfact resumes such services.
Appears in 2 contracts
Sources: Executive Employment Agreement (Ener-Core, Inc.), Executive Employment Agreement (Ener-Core Inc.)
Death or Disability. (a) The Executive's employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate automatically on upon the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account or disability of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account . For purposes of the Executive's death or Disabilitythis Section 9(a), the Executive (or the Executive's estate and/or beneficiaries, as the case may be) “disability” shall be entitled to receive the following:
mean (i) the Accrued AmountsExecutive is unable to engage in his customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; and
(ii) a lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement is, by reason of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to medically determinable physical or mental incapacityimpairment that can be expected to result in death, to perform the essential functions or last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Executive's job, for ninety Company; or (90iii) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities Executive is determined to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated totally disabled by the Company and the Executive shall not be able to resign with Good Reason as a result thereofSocial Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive's Disability ’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to the Executive or his legally appointed representative: (i) any accrued but unpaid Base Salary for services rendered through the date of termination, (ii) accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any earned but unpaid bonuses and Fees, (iv) compensation for any accrued but unused paid time off; (v) a lump sum payment of $100,000 as long as the Company has at least $1 million in cash following the payment paid in cash via electronic funds transfer or wire into either the Executive’s bank account or the designated, surviving relative of the Executive within 10 business days of the death or disability event (vi) all equity awards previously granted to the Executive under the Plan or similar plan shall thereupon become fully vested, and the Executive or his legally appointed representative, as the case may be, shall have up to two years from the date of termination to exercise all previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times as he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, any benefits (except perquisites) to which the Executive and the Company cannot agree may be entitled pursuant to Section 9(a) hereof shall continue to be determined in writing by a qualified independent physician selected paid or provided by the Company and reasonably acceptable Company, as the case may be, for one year, subject to the Executiveterms of any applicable plan or insurance contract and applicable law, provided that such benefits are exempt from Section 409A of the Code by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. The determination In the event all or a portion of Disability made in writing the benefits to which the Company and Executive was entitled pursuant to Section 9(a) hereof are subject to 409A of the Code, the Executive shall not be final and conclusive for all purposes entitled to the benefits that are subject to Section 409A of this Agreementthe Code subsequent to the “applicable 2½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).
Appears in 2 contracts
Sources: Employment Agreement (White River Energy Corp.), Employment Agreement (White River Energy Corp.)
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on the Executive's death If, during the Employment Term, and the Company may terminate Period the Executive's ’s employment shall terminate on account of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account of the Executive's death or Disability, Disability the Company shall pay to the Executive (or the Executive's estate and/or beneficiaries, as the case may be) shall be entitled to receive the followinghis estate:
(i) the Accrued AmountsExecutive’s Annual Base Salary through the Date of Termination within 30 days after the Date of Termination and, at the time it would otherwise be due to be paid, any Annual Bonus for any fiscal year of the Company that has ended prior to the year in which such termination occurs (“Prior Year’s Bonus”) to the extent not theretofore paid; and
(ii) a lump sum payment an amount equal to the product of (x) the Annual Bonus, if any, Bonus that would have been paid to the Executive would have earned for such fiscal year and (y) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date occurs based on of Termination and the achievement denominator of applicable performance goals for such yearwhich is 365, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executivesextent not theretofore paid (such amount, the “Accrued Bonus”), at such time as the Annual Bonus would have been paid in the ordinary course;
(iii) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive or his estate or beneficiaries (A) a cash lump sum amount equal to the product of (x) the Executive’s Annual Base Salary and (y) a fraction, the numerator of which is the number of Executive’s accrued but in no event later than two unused vacation days and the denominator of which is 365 (2the “Accrued Vacation Amount”) months following the end of the fiscal year in and (B) any other amounts (including any unreimbursed business expenses) or benefits required to be paid or provided or which the Termination Date occurs. Notwithstanding Executive is eligible to receive under any other provision contained hereinplan, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes program, policy or practice or contract or agreement of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and its affiliated companies through the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to Date of Termination (the existence of the Executive's Disability as to which the Executive Accrued Vacation Amount and the Company cannot agree such other amounts and benefits shall be determined in writing by a qualified independent physician selected by hereinafter referred to as the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.“Other Benefits”); and
Appears in 2 contracts
Sources: Employment Agreement (Argo Tech Corp), Employment Agreement (Argo Tech Corp)
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on In the event that the Executive's death during the Employment Term, and the Company may terminate the Executive's ’s employment ends on account of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account of the Executive's ’s death or Disability, the Executive (or the Executive's estate and/or beneficiaries’s estate, as the case may be) , shall be entitled to receive the following (with the amounts due under Sections 6(a)(i) through 6(a)(iii) hereof to be paid within thirty (30) days following termination of employment, or such earlier date as may be required by applicable law):
(i) any unpaid Annual Base Salary earned through the date of termination;
(ii) reimbursement for any unreimbursed business expenses incurred through the date of termination;
(iii) all other accrued and vested payments, benefits or fringe benefits required to be paid or provided to the Executive under the applicable plans or by law, including without limitation, payment for all accrued vacation (collectively, Sections 6(a)(i) through 6(a)(iii) hereof shall be hereafter referred to as the “Accrued Benefits”); and
(iv) provided Executive is in full compliance with his obligations under Exhibits A and B attached hereto and Executive or the Executive’s estate, as the case may be, executes, returns to the Company and does not revoke the release and waiver of claims in the form attached hereto as Exhibit C (with such changes as may be required in order to reflect or comply with applicable laws at such time, as determined by the Company in its reasonable judgment, the “Release and Waiver”) and the Release and Waiver becomes effective pursuant to its terms and conditions, all within sixty (60) days following termination of employment, then the Company shall also provide Executive or the Executive’s estate, as the case may be, with the following:
A. Full vesting of all outstanding unvested equity-based awards, including the portions of Annual Equity Incentive Awards, that are solely subject to time-based vesting on the date of such termination, and Executive or the Executive’s estate, as the case may be, shall have twelve (i12) months after termination of employment to exercise all stock options that were vested at the Accrued Amounts; and
time of such termination of employment and all stock options that vest pursuant to this Section 6(a)(iv)(A) in connection with such termination (ii) a lump sum payment equal provided such stock options shall remain subject to the maximum original term and expiration of such stock options).
B. Vesting of the portions of all outstanding unvested Annual BonusEquity Incentive Awards that are solely subject to performance-based vesting on the date of such termination, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs with such vesting determined based on actual performance against the achievement of applicable performance goals established for the applicable awards, as determined at the time and in the manner applicable to such yearawards pursuant to the applicable stock plans and award agreements, which with such awards remaining outstanding through the date such vesting is determined. Notwithstanding the foregoing, if any such awards are in the form of stock options, such stock options shall be payable remain outstanding until such time as Executive or the Executive’s estate, as the case may be, shall have twelve (12) months after the later of Executive’s termination of employment, or the vesting of the applicable stock options, to exercise such stock options that were vested at the time of such termination of employment and such stock options that vest pursuant to this Section 6(a)(iv)(B) in connection with such termination (provided such stock options shall remain subject to the maximum original term and expiration of such stock options).
C. Vesting of all outstanding unvested equity-based awards that are solely subject to performance-based vesting on the date of such termination other than Annual Equity Incentive Awards (typically referred to by the Company as “LTIPs”), with such vesting determined based on actual performance against the applicable performance goals established for the applicable awards through the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than is two (2) months years following Executive’s termination of employment, subject to the end maximum original term and expiration of the fiscal year applicable award (the “Performance Vesting End Date”), as determined at the time and in which the Termination manner applicable to such awards pursuant to the applicable stock plans and award agreements, with such awards remaining outstanding through the date such vesting is determined, not to exceed the Performance Vesting End Date; provided, if the Performance Vesting End Date occursfalls in the middle of a performance/vesting period applicable to an award, the total shares that shall vest in relation to such performance period shall be pro-rated based on the number of days between the first day of the performance/vesting period and the Performance Vesting End Date. Notwithstanding the foregoing, if any other provision contained hereinsuch awards are in the form of stock options, all payments made such stock options shall remain outstanding until such time as Executive or the Executive’s estate, as the case may be, shall have twelve (12) months after the later of Executive’s termination of employment, or the vesting of the applicable stock options, to exercise such stock options that were vested at the time of such termination of employment and such stock options that vest pursuant to this Section 6(a)(iv)(C) in connection with the Executive's Disability such termination (provided such stock options shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as remain subject to the existence maximum original term and expiration of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementsuch stock options).
Appears in 2 contracts
Sources: Executive Employment Agreement (DraftKings Inc.), Executive Employment Agreement (DraftKings Inc.)
Death or Disability. (a) The ExecutiveIf the Employee dies, this Agreement shall automatically terminate. In such event, the Employee's employment hereunder legal representative shall terminate automatically on be entitled to receive from the ExecutiveCompany (i) such death benefit payment, if any, as is provided under the Company's personnel policies in effect at the time of his death for payment to legal representatives of the Company's executive employees generally, and (ii) all other employee benefits earned by the Employee that have fully accrued and vested but not been paid as of the date of the Employee's death during the Employment Term, and the Company may terminate the Executive's employment on account of the Executive's Disability(including any earned but unpaid vacation pay).
(b) If the Executive's employment is terminated during the Employment Term on account of the Executive's death or DisabilityEmployee suffers a permanent disability (as hereinafter defined), the Executive (or the Executive's estate and/or beneficiaries, as the case Company may be) shall be entitled to receive the following:
(i) the Accrued Amounts; and
(ii) a lump sum payment equal terminate this Agreement by giving written notice to the Annual Bonus, if any, that Employee. For the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreementhereof, "Disabilitypermanent disability" shall mean a "permanent disability" as defined in any long-term disability policy maintained by the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, howeverCompany which covers Employee and, in the event that the Company temporarily replaces the Executivedoes not maintain a long-term disability policy covering Employee, "permanent disability" shall mean any illness, injury or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity infirmity which is, renders or is reasonably expected to becomerender the Employee unable to perform his duties hereunder for a period of ninety (90) days in any three hundred and sixty (360) day period. The Company shall give the Employee thirty (30) days' advance notice of termination in the event the termination occurs as a result of an illness, a Disability, then injury or infirmity which is reasonably expected to render the Executive's employment shall not be deemed terminated by Employee unable to perform his duties hereunder for the aforesaid period. In the event the Company and the Executive Employee do not agree that the Employee is suffering from an illness, injury or infirmity which is reasonably expected to render the Employee unable to perform his duties hereunder for the aforesaid period, then the Chairman of the Board of Trustees of the Trust and the Employee (or the Employee's legal representative if the Employee is unable to act) shall not be able to resign with Good Reason as together select a result thereof. Any question licensed physician who shall, within thirty (30) days from the date upon which he or she is selected, make a conclusive determination as to whether or not the existence Employee is suffering from a permanent disability. In the event that the parties are unable to agree upon the selection of a physician, the ExecutiveEmployee (or the Employee's Disability as legal representative if the Employee is unable to which the Executive act) and the Company canshall each separately select, within fifteen (15) days from the date such disagreement arises, a licensed physician. Together, the physicians so selected shall designate a third licensed physician who shall, within fifteen (15) days from the date of his selection, make the conclusive determination as to whether or not agree the Employee is suffering from a permanent disability. In the event of a termination due to permanent disability, the Employee shall be determined in writing by a qualified independent physician selected by entitled to receive from the Company and reasonably acceptable (i) such disability benefits, if any, as are provided to the Executive. The determination Employee under the Company's personnel policies generally in effect at the time of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes termination of this Agreement, and (ii) all other employee benefits earned by the Employee that have fully accrued and vested but not been paid at the time of the termination of this Agreement (including any earned but unpaid vacation pay) at such times as payments are required under the terms of the applicable Plan.
Appears in 2 contracts
Sources: Executive Employment Agreement (Presidio Golf Trust), Executive Employment Agreement (Presidio Golf Trust)
Death or Disability. (a) The Executive's ’s employment hereunder shall terminate automatically on upon the Executive's death during the Employment Term’s death, and the Company may terminate the Executive's ’s employment on account of the Executive's Disability’s Disability (as defined in paragraph (c) below).
(b) If the Executive's ’s employment is terminated during the Employment Term on account of the Executive's ’s death or Disability, the Executive (or the Executive's ’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
(i) the Accrued Amounts; and
(ii) a lump sum payment equal . In addition, in the event of the Executive’s termination on account of the Executive’s death, the Executive’s estate shall be entitled to exercise any vested and fully exercisable portion of the Annual BonusOption, the Milestone 1 Option, and/or the Milestone 2 Option, if any, that for all of the Executive would have earned respective Option Shares, the Milestone 1 Options Shares or the Milestone 2 Option Shares, as applicable, for the fiscal year in which the Termination Date occurs based on the achievement a period of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid up to the Company's similarly situated executives, but in no event later than two three (23) months following the end of the fiscal year in which the Termination Date occursExecutive’s death. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's ’s death or Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "“Disability" ” shall mean occur when the Executive is entitled to receive long-term disability benefits under the Company’s long-term disability plan, or if there is no such plan, the Executive's ’s inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, his job for ninety (90) consecutive days, or one hundred twenty eighty (120180) calendar days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, period or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereofone hundred twenty (120) consecutive calendar days. Any question as to the existence of the Executive's ’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably mutually acceptable to the ExecutiveExecutive (or his guardian) and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing by such physician to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Angion Biomedica Corp.), Employment Agreement (Elicio Therapeutics, Inc.)
Death or Disability. (a) The Executive's employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate automatically on without act by any party upon the death or Disability of the Executive's . For purposes of this Section 6(a), “Disability” shall mean that for a period of 180 days in any 12-month period, the Executive is incapable of substantially fulfilling the duties set forth in Section 3 (which means full-time employment) because of physical, mental, or emotional incapacity, resulting from injury, sickness, or disease, as determined by the Executive’s physician (or his guardian). In the event that Executive’s employment is terminated by reason of Executive’s death, the Company shall pay the following to the Executive: (i) any accrued but unpaid Base Salary for services rendered to the date of death during plus three months base salary at the Employment Termthen current rate and accrued and unpaid vacation pay , (ii) any accrued but unpaid expenses required to be reimbursed under the Agreement, (iii) if applicable, any earned but unpaid Performance Bonuses (prorated to the date of death) and (iv) any commissions earned from customers introduced by Executive for a period of one year after such termination. In the event that Executive’s employment is terminated by reason of Executive’s Disability, the Company shall pay the following to the Executive: (i) any accrued but unpaid Base Salary for services rendered to the date of death plus eighteen months base salary at the then current rate and accrued and unpaid vacation pay, (ii) any accrued but unpaid expenses required to be reimbursed under the Agreement, (iii) if applicable, any earned but unpaid Performance Bonuses and (iv) any commissions earned from customers introduced by Executive for a period of one year after such termination. Additionally, all stock options and any other derivative securities previously granted to the Executive shall thereupon become fully vested, and the Company may terminate the Executive's employment on account of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account of the Executive's death Executive or Disability, the Executive (or the Executive's estate and/or beneficiarieshis legally appointed guardian, as the case may be) , shall be entitled have up to receive the following:
(i) the Accrued Amounts; and
(ii) a lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned for the fiscal one year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on from the date of death or Disability to exercise all such previously granted options, provided that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two shall any option or derivative security be exercisable beyond its term. The Executive (2or his estate) months following shall receive the end of the fiscal year in which the Termination Date occurspayments provided herein at such times he would have received them if there was no death or Disability. Notwithstanding any other provision contained hereinAdditionally, all payments made in connection with if the Executive's Disability shall be provided in a manner which ’s employment is consistent with federal and state law.
(c) For purposes terminated because of this Agreement, "Disability" shall mean the Executive's inability, due to physical death or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as any benefits to which the Executive and the Company cannot agree may be entitled pursuant to Section 5(b) shall continue to be determined in writing by a qualified independent physician selected paid or provided by the Company Company, as the case may be, for one year in the case of death and reasonably acceptable eighteen months in the case of Disability, subject to the Executive. The determination terms of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementany applicable plan or insurance contract.
Appears in 2 contracts
Sources: Employment Agreement (Options Media Group Holdings, Inc.), Employment Agreement (Options Media Group Holdings, Inc.)
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account of the Executive's Disability.
(b) If the Executive's employment hereunder is terminated during the Employment Term on account of due to the Executive's death or DisabilityDisability pursuant to Sections 5a)(2) or (3) hereof, the Executive (Company shall pay or provide to the Executive's , his designated beneficiary or to his estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
(i) all base salary pursuant to Section 3a hereof, any Performance Bonuses pursuant to Section 3c hereof and any vacation pay pursuant to Section 3f hereof, in each case which has been earned but which remains unpaid as of the Accrued AmountsDate of Termination, such payments to be made at such times as will be in accordance with the Company's normal payroll practices, and with respect to the Performance Bonuses, at such times as provided in Section 3c hereof; and
(ii) any benefits to which the Executive may be entitled under any medical, dental or disability plan or program pursuant to Section 3d hereof in which he is a lump sum payment equal participant in accordance with the terms of such plan or program up to and including the Annual Bonus, if any, that Date of Termination; and (iii) within 20 days after the Date of Termination the greater of (a) $900,000 or (b) the present value of the remaining Base Salary payments which the Executive would have earned for hereunder had he worked during the fiscal year in which balance of the Termination Date occurs based on Term of Employment (or, if applicable, the achievement balance of applicable performance goals for such year, which any Extended Term of Employment). Any payments due and owing pursuant to Section 6a)(iii) immediately above shall be payable on the date that annual bonuses are paid reduced to the extent that the Executive, his estate or designated beneficiary receives any payments pursuant to any disability insurance plan or arrangement or any life insurance policy maintained by the Company's similarly situated executives, but in no event later than two (2) months following . Should the end of Company wish to purchase insurance to cover the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection costs associated with the Executive's Disability shall be provided in a manner which is consistent with federal termination of employment pursuant to Sections 5a)(2) or (3), the Executive agrees to execute any and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due all necessary documents necessary to physical or mental incapacity, to perform the essential functions effectuate said insurance. Upon termination of the Executive's jobemployment due to the Executive's Disability, the Executive shall continue to have the obligations provided for ninety (90) consecutive days, or one hundred twenty (120) days out in Section 4 hereof. The Executive may designate in writing to the Chief Financial Officer of any three hundred sixty-five (365) day period; provided, however, the Company from time to time a beneficiary to whom payments shall be made hereunder in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability death. In the absence of such a designation payments shall be made to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by estate in the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence event of the Executive's Disability as death. The Company's obligation to which the Executive and the Company cannot agree make any payment pursuant to Section 6a) (iii) shall be determined in writing by a qualified independent physician selected by conditioned upon the Company Company's prior receipt of an executed general release of claims and reasonably acceptable covenant not to the Executivesue. The determination of Disability made in writing to the Company and the Executive interest rate which shall be final and conclusive for all purposes used in making any present valu▇ ▇alculations pursuant to this Section 6 shall be the 30-year treasury rate prevailing on the close of this Agreementbusiness on the Date of Termination.
Appears in 2 contracts
Sources: Employment Agreement (Weiners Stores Inc), Employment Agreement (Weiners Stores Inc)
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on the Executive's death during the Employment Term, and the Company may terminate the Executive's ’s employment on account of the hereunder due to death or Disability (as defined below). If Executive's Disability.
(b) If the Executive's ’s employment hereunder is terminated during the Employment Term on account as a result of the Executive's death or Disability, the Executive (or Executive’s estate or personal representative in the Executive's estate and/or beneficiaries, as the case may beevent of death) shall be entitled to receive the following:
(i) all Base Salary due to Executive through the Accrued Amounts; and
date of termination, (ii) the actual bonus, if any, she would have received in respect of the fiscal year in which her termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive’s termination and the denominator of which is 365, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year, (iii) any previously vested Equity Awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such Equity Awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”), (iv) a lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement twelve (12) months of applicable performance goals for such yearExecutive’s full Base Salary, which shall be payable on as soon as practicable following the date that annual bonuses are paid to the Company's similarly situated executives, of termination but in no event not later than two (2) months March 15 of the first calendar year following the end year of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day periodsuch termination; provided, however, that in the event that case of Disability such payment shall be offset by the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account amount of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination, and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive's Disability as to which the Executive and the Company cannot agree ’s dependents shall be determined entitled to continue to participate in writing the Company’s group health insurance programs on the same terms as similarly situated actively-employed executives for a period of twelve (12) months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such group health insurance programs or by a qualified independent physician selected applicable law. Following the death or Disability of Executive, Executive’s participation under any Equity Award or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the Company and reasonably acceptable to the Executive. The determination terms of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementsuch plans.
Appears in 2 contracts
Sources: Employment Agreement (Cinemark Holdings, Inc.), Employment Agreement (Cinemark Holdings, Inc.)
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on In the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account event of the Executive's death or Disability------------------- Disability during the Term of this Agreement, the Executive (or the Executive's estate and/or beneficiariesemployment hereunder shall immediately and automatically terminate, as and the case may be) Company shall be entitled to receive the following:
(i) the Accrued Amounts; and
(ii) a lump sum payment equal have no further obligation or duty to the Annual BonusExecutive or his estate or beneficiaries other than for the Base Salary earned under this Agreement to the date of termination, if any, that the reimbursement of corporate expenses to which Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such yearotherwise be entitled, and any payments or benefits due under Company policies or benefit plans which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months within a reasonable time following the end of the fiscal year in which the Termination Date occursdeath or Disability. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacityinfirmity of Executive (including Executive's addiction to, or habitual abuse of, narcotics or controlled dangerous substances as shall be substantiated medically at the industry standard for Executive at the time) which infirmity causes him to be substantially unable to perform the essential functions his duties hereunder for any period of the Executive's job, for ninety one hundred eighty (90180) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, that notwithstanding anything to the contrary herein and despite any termination of Executive's employment under this Section 6, Executive shall be entitled in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual of a termination on account of the Executive's inability death or Disability: (i) to perform such duties due to a mental or physical incapacity retain his disability benefits, which is, or is reasonably expected to become, a Disability, then the Executive's employment amounts shall not be deemed terminated offset by any disability benefits received by Executive from any other source, (ii) to receive his Base Salary until such time as he has commenced receiving disability payments under the Company's policies, (iii) to receive a prorated portion of the Bonus to which Executive would otherwise have been entitled for the calendar year through the date of termination (as determined by the Company Board), and the (iv) accrued but unused vacation. Executive shall not be able have a period of one (1) year following the termination of his employment pursuant to resign with Good Reason as a result thereofthis Section 6.1 to exercise any vested Options. Any question as After 180 days, the Board may continue to the existence of the Executive's Disability as to which the pay Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementhis Base Salary at its sole discretion.
Appears in 2 contracts
Sources: Employment Agreement (O2diesel Corp), Employment Agreement (O2diesel Corp)
Death or Disability. (aIf Executive’s employment terminates under Paragraph 7(a) The Executive's employment hereunder shall terminate automatically on the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account of the Executive's Disability.
or (b) If ), Executive, or Executive’s estate, if applicable, shall receive the Accrued Obligations and any vested benefits Executive's employment is terminated during the Employment Term on account of the , or Executive's death ’s estate, may be entitled to receive under any Company disability or Disability, the insurance plan or other applicable employee benefit plan. Executive (or the Executive's ’s estate and/or beneficiarieswill not be required to repay any relocation reimbursements or other upfront compensation. Executive or Executive’s estate, as the case may be) , also shall be entitled to receive the following:
, provided that (i) Executive or Executive’s estate, if applicable, has timely executed (and not revoked) a general release and waiver of all claims in a form acceptable to the Accrued Amounts; and
Company and substantially similar to Exhibit B hereto (“General Release”) and (ii) a any period of revocation applicable to such General Release has passed: (i) A single lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive daysdays of Executive’s Base Salary as in effect on the date of Executive’s death or Disability; (ii) Any incentive compensation earned, or one hundred twenty (120) days out in accordance with the applicable terms and conditions of any three hundred sixty-five (365) day period; provided, howeverthe Incentive Plan, in the event calendar year prior to termination of employment that has not been paid to Executive; and (iii) With respect to any Incentive Plan with annual objectives, a single lump sum cash payment in an amount equal to a prorated portion (calculated in the Company temporarily replaces same manner as other senior executives and based on the Executive, or transfers number of calendar days that have elapsed during the Executive's duties or responsibilities to another individual on account year) of the payment to which Executive would be entitled under the Incentive Plan (had Executive's inability ’s death or Disability not occurred) for the calendar year in which Executive died or became Disabled. The payment to perform such duties due which Executive or Executive’s estate is entitled pursuant to a mental paragraph (i) will be paid within thirty (30) days of Executive’s death or physical incapacity which is, or is reasonably expected to become, a the effective date of Executive’s Disability, then as the Executive's employment case may be. The payments to which Executive is entitled pursuant to paragraph (ii) shall not be deemed terminated by made within the Company and time period described in the Executive shall not applicable Incentive Plan. In no event will the payments due pursuant to paragraphs (i) or (ii) be able to resign with Good Reason as a result thereof. Any question as to the existence made later than March 15 of the year following the year in which Executive dies or the effective date of Executive's ’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementoccurs.
Appears in 2 contracts
Sources: Executive Employment Agreement (Insight Enterprises Inc), Executive Employment Agreement (Insight Enterprises Inc)
Death or Disability. (a) The Company may terminate Executive's employment for disability in the event Executive has been unable to perform his material duties hereunder shall terminate automatically on the Executive's death during the Employment Term, and the Company may terminate the for six (6) consecutive months because of physical or mental incapacity by giving Executive notice of such termination while such continuing incapacity continues (a "Disability Termination"). Executive's employment shall automatically terminate on account of the Executive's Disability.
(b) If death. In the event Executive's employment is terminated with the Company terminates during the Employment Term on account by reason of the Executive's death or Disabilitya Disability Termination, then upon the Executive (or the Executive's estate and/or beneficiaries, as the case may be) shall be entitled to receive the followingdate of such termination:
(i) any Options or Shares that would have vested solely due to the passage of time during the twenty-four (24) month period beginning on the date of Executive's death or Disability Termination shall immediately vest;
(ii) the Company shall, within fourteen (14) days of the date Executive's employment is terminated, pay and provide Executive (or in the event of Executive's death, Executive's estate) (A) any unpaid Base Salary through the date of termination and any accrued vacation, (B) reimbursement for any unreimbursed expenses incurred through the date of termination, and (C) all other payments, benefits or fringe benefits to which Executive may be entitled subject to and in accordance with, the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant and amounts that may become due under Sections 3 and 4 hereof (collectively, items under this clause (i) are referred to as "Accrued AmountsBenefits"); and
(iiiii) a lump sum payment equal the Company shall pay to Executive at the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses time other senior executives are paid to the Company's similarly situated executivesunder any cash bonus or long-term incentive plan, but in no event later than two (2) months March 15th of the year following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in employment is terminated, a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean pro-rata bonus equal to the amount Executive would have received if Executive's inability, due employment had continued (without any discretionary cutback) multiplied by a fraction where the numerator is the number of days in each respective bonus period prior to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety termination and the denominator is the number of days in the bonus period (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day periodthe "Prorated Bonus"); provided, however, that at the time of death or Disability Termination, Executive is on pace to achieve the performance milestones necessary to be eligible for such bonus.
(iv) the Executive will continue to participate in the event that performance bonus plan, in accordance with the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account terms of the Executive's inability to perform plan until such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementplan has expired.
Appears in 2 contracts
Sources: Executive Employment Agreement (Troika Media Group, Inc.), Executive Employment Agreement (M2 nGage Group, Inc.)
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on the Executive's death If, during the Employment Term, and the Company may terminate the Executive's employment on account of the Executive's Disability.
(b) If the Executive's ’s employment is terminated during by the Employment Term on account Company for Cause or as a result of the Executive's ’s death or Disability, or Executive resigns Executive’s employment other than for Good Reason, Executive shall not be entitled to any further compensation or benefits other than, in each case if applicable as of the date of termination: (i) any accrued but unpaid Base Salary (payable as provided in Section 3(a) hereof); (ii) reimbursement for any expenses properly incurred and reported by Executive prior to the date of termination in accordance with Section 4(c) hereof, payable on the Company’s first regularly scheduled payroll date which occurs at least 10 business days after the date of termination; and (iii) vested employee benefits, if any, to which Executive may be entitled under the Company’s employee benefit plans described in Section 4(a) and Section 4(b) as of the date of termination (collectively, the “Accrued Rights”). Notwithstanding the foregoing, if Executive (or the Executive's estate and/or beneficiaries’s estate, as applicable) executes a release of claims in the case may be) form attached as Exhibit C hereto, subject to any revisions necessary to reflect changes in applicable law occurring after the date hereof (the “Release”), in the event of such termination due to death or Disability, Executive shall be entitled to receive the following:
(i) the Accrued Amounts; and
(ii) a lump sum payment an amount in cash equal to the product of (A) Executive’s Annual BonusBonus and (B) a fraction, if any, that the numerator of which is the number of days Executive would have earned for was employed during the fiscal year in which the Termination Date occurs based on date of termination occurs, and the achievement denominator of applicable performance goals for such yearwhich is 365 (the “Pro-Rated Bonus”), which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two Payment Commencement Date (2) months following the end of the fiscal year in which the Termination Date occursas defined below). Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.b)
Appears in 2 contracts
Sources: Executive Employment Agreement (Pagaya Technologies Ltd.), Executive Employment Agreement (Pagaya Technologies Ltd.)
Death or Disability. (ai) Executive’s employment shall automatically terminate upon Executive’s death. The Executive's employment hereunder shall terminate automatically on the Executive's death during the Employment Term, and the Company may terminate Executive’s employment hereunder in the event of Executive's ’s “Disability” (as defined below) upon 30 days’ written notice to Executive. In the event of a termination of Executive’s employment on account hereunder by reason of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account of the Executive's death or by reason of Disability, the Company shall pay to Executive (or the Executive's estate and/or beneficiariesher estate, as applicable, any accrued but unpaid Base Salary, accrued but unused vacation time, unreimbursed business expenses, and unpaid Annual Bonus for any completed fiscal year prior to the case may be) year of termination, and Executive or her estate shall be entitled to receive the following:
(i) the Accrued Amounts; and
(ii) a lump sum payment equal employee benefits pursuant to the terms of the benefit plans and programs applicable to terminated employees (collectively, the “Accrued Rights”). The Accrued Rights shall be payable on their normal payment dates; provided that accrued but unused vacation time shall be paid within 30 days following the date of termination of Executive’s employment. In addition, Executive shall be entitled to a pro-rata portion of the Annual BonusBonus for the fiscal year of termination based on actual results of the Company, if anywhich amount shall be calculated based upon a formula, that the denominator of which shall be 365 and the numerator of which shall be the number of days during the fiscal year during which Executive would have earned for was employed by the Company, and shall be paid at such time as annual bonuses are ordinarily paid to other senior executives of the Company in respect of the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executivesExecutive’s termination occurs, but in no event later than two (2) months following the end of the fiscal calendar year in which such fiscal year ends (the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law“Pro-Rata Bonus”).
(cii) For purposes of this Agreement, "“Disability" shall mean the Executive's inability, due to physical ” means Executive has been physically or mental incapacity, mentally incapable for 6 consecutive months to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's her material duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereofhereunder. Any question as to the existence of the Executive's Disability of Executive as to which the Company and Executive and the Company canshall not agree shall be determined in writing by a qualified independent physician selected by mutually acceptable to Executive and the Company (and reasonably acceptable to the Executive. The determination of Disability made in writing to if Executive and the Company cannot agree as to a qualified independent physician, each shall appoint a physician and the Executive those two physicians shall select a third physician who shall make such determination in writing, which shall be final and conclusive for all purposes of this Agreement). In connection therewith, Executive agrees to submit to any medical examination(s) as may be reasonably requested by the Company for such purpose.
Appears in 2 contracts
Sources: Employment Agreement (Direct Holdings Libraries Inc.), Employment Agreement (Readers Digest Association Inc)
Death or Disability. (a) The Executive's employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate automatically on upon the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account or disability of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account . For purposes of the Executive's death or Disabilitythis Section 6(a), the Executive (or the Executive's estate and/or beneficiaries, as the case may be) “disability” shall be entitled to receive the following:
mean (i) the Accrued AmountsExecutive is unable to engage in his customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; and
(ii) a lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement is, by reason of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to medically determinable physical or mental incapacityimpairment that can be expected to result in death, to perform the essential functions or last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Executive's job, for ninety Company; or (90iii) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities Executive is determined to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated totally disabled by the Company and the Executive shall not be able to resign with Good Reason as a result thereofSocial Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive's Disability ’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to the Executive or his personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any earned but unpaid bonuses for any prior period and his annual bonus prorated to date of termination (to the extent the Compensation Committee has set a formula and it can be calculated), and (v) all equity awards previously granted to the Executive under the Incentive Plan or similar plan shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to two years from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times as he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, any benefits (except perquisites) to which the Executive and the Company cannot agree may be entitled pursuant to Section 5(b) hereof shall continue to be determined in writing by a qualified independent physician selected paid or provided by the Company and reasonably acceptable Company, as the case may be, for one year, subject to the Executiveterms of any applicable plan or insurance contract and applicable law, provided that such benefits are exempt from Section 409A of the Code by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. The determination In the event all or a portion of Disability made in writing the benefits to which the Company and Executive was entitled pursuant to Section 5(b) hereof are subject to 409A of the Code, the Executive shall not be final and conclusive for all purposes entitled to the benefits that are subject to Section 409A of this Agreementthe Code subsequent to the “applicable 2 ½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).
Appears in 2 contracts
Sources: Employment Agreement (Aspen Group, Inc.), Employment Agreement (Aspen Group, Inc.)
Death or Disability. This Agreement will terminate automatically on Executive’s death. Any compensation or other amounts due to Executive for services rendered prior to his death shall be paid to Executive’s surviving spouse, or if Executive does not leave a surviving spouse, to Executive’s estate. If Executive is receiving Severance Benefits at the time of his death, Executive’s Base Salary shall be paid to Executive’s surviving spouse, or if Executive does not leave a surviving spouse, to Executive’s estate, for the balance of the Severance Period (aas defined in Section 9) The remaining at the time of Executive's ’s death. In addition, if, at the time of his death, Executive is receiving Severance Benefits including the continuation of health insurance benefits (as described in Section 9), and Executive’s surviving spouse is covered by a group health insurance policy through Rural/Metro at the time of Executive’s death, the health insurance coverage of Executive’s surviving spouse shall continue throughout the balance of the Severance Period. No other benefits shall be payable to Executive’s heirs pursuant to this Agreement, but amounts may be payable pursuant to any life insurance or other benefit plans maintained by Rural/Metro. In the event Executive becomes “Disabled”, Executive’s employment hereunder and Rural/Metro’s obligation to pay Executive’s Base Salary (less any amounts payable to Executive pursuant to any long-term disability insurance policy paid for by Rural/Metro) shall continue for a period of six (6) months from the date as of which Executive is determined to have become Disabled, at which point, Executive’s employment hereunder shall terminate automatically on the Executive's death during the Employment Term, cease and the Company may terminate the Executive's employment on account of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account of the Executive's death or Disability, the terminate. Executive (or the Executive's estate and/or beneficiaries, as the case may be) shall be entitled considered “Disabled” or to receive the following:
(i) the Accrued Amounts; and
(ii) be suffering from a lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned “Disability” for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreementparagraph 8 if Executive is unable, "Disability" shall mean after any reasonable accommodations required by the Executive's inability, due to physical Americans with Disabilities Act or mental incapacityother applicable law, to perform the essential functions of his position because of a physical or mental impairment. In the Executive's job, for ninety absence of agreement between Rural/Metro and Executive as to whether Executive is Disabled or suffering from a Disability (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the date as of which Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall became Disabled) will be determined in writing by a qualified independent licensed physician selected by Rural/Metro. If a licensed physician selected by Executive disagrees with the Company and reasonably acceptable to determination of the Executivephysician selected by Rural/Metro, the two (2) physicians shall select a third (3rd) physician. The determination decision of the third (3rd) physician concerning Executive’s Disability made in writing to the Company and the Executive then shall be final binding and conclusive for on all purposes of this Agreementinterested parties.
Appears in 2 contracts
Sources: Employment Agreement (Rural Metro Corp /De/), Employment Agreement (Rural Metro Corp /De/)
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on upon the Executive's death during the Employment TermExecutive’s employment under this Agreement, and the Company may terminate the Executive's employment on account of the Executive's DisabilityDisability (as defined below).
(b) If the Executive's employment is terminated during the Employment Term on account of the Executive's death or Disability, the Executive (or the Executive's estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
(i) pay for any of the Accrued AmountsExecutive’s accrued but unpaid Base Salary and the Executive’s accrued but unused vacation as of the date of death or Disability;
(ii) any earned but unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Executive’s date of death or Disability, if the Executive was still employed by the Company on the last day of the preceding fiscal year;
(iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company's expense reimbursement policy; and
(iiiv) a lump sum payment equal to the Annual Bonussuch employee benefits (including equity compensation), if any, that to which the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall may be payable on the date that annual bonuses are paid to entitled under the Company's similarly situated executives, but in no event later than two (2) months following the end Employee Benefit Plans as of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with date of the Executive's Disability shall be provided in a manner which is consistent with federal and state law’s death or Disability.
(c) For purposes of this Agreement, "“Disability" ” shall mean the Executive is entitled to receive long-term disability benefits under the Company's long-term disability plan, or if there is no such plan, the Executive's inability, due to physical or mental incapacity, to substantially perform all of the essential functions of the Executive's jobduties and responsibilities under this Agreement, with or without reasonable accommodation, for ninety (90) consecutive days, or one hundred twenty eighty (120180) days out of any three hundred sixty-five (365) day periodperiod or one hundred twenty (120) consecutive days; provided, provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably mutually acceptable to the ExecutiveExecutive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.
Appears in 2 contracts
Sources: Executive Employment Agreement (Veru Inc.), Executive Employment Agreement (Veru Inc.)
Death or Disability. (a) The Executive's employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate automatically on upon the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account or disability of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account . For purposes of the Executive's death or Disabilitythis Section 6(a), the Executive (or the Executive's estate and/or beneficiaries, as the case may be) “disability” shall be entitled to receive the following:
mean (i) the Accrued AmountsExecutive is unable to substantially engage in the Executive’s Duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; and
(ii) a lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement is, by reason of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to medically determinable physical or mental incapacityimpairment that can be expected to result in death, to perform the essential functions or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Executive's job, for ninety Company; or (90iii) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities Executive is determined to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated totally disabled by the Company and the Executive shall not be able to resign with Good Reason as a result thereofSocial Security Administration. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree a disability shall be determined in writing by a qualified independent physician selected by the written opinion of the Executive’s regularly attending physician (or the Executive’s guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by reason of the Executive’s death or disability, the Company and reasonably acceptable shall pay the following to the Executive or the Executive’s personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination and any accrued but unpaid expenses required to be reimbursed under this Agreement and any accrued paid time off (the “Accrued Payments”), and (ii) any earned but unpaid Annual Bonus for any prior period and the Annual Bonus for the year of such termination, prorated to the date of termination (determined based on actual performance for such year and payable when bonuses are paid to all Company executives for such year). The determination Executive or the Executive’s legally appointed guardian, as the case may be, shall have up to 12 months from the date of Disability made in writing termination to the Company and exercise all vested stock options held by the Executive as of the date of termination, provided that in no event shall any option be final and conclusive for all purposes of this Agreementexercisable beyond its term. The Executive (or the Executive’s estate) shall receive the payments provided herein at such times as the Executive would have received them if there was no death or disability.
Appears in 2 contracts
Sources: Employment Agreement (Better Choice Co Inc.), Employment Agreement (Better Choice Co Inc.)
Death or Disability. (a) The Executive's ’s employment hereunder shall terminate automatically on upon the Executive's ’s death during the Employment Term, and the Company may terminate the Executive's ’s employment on account of the Executive's ’s Disability.
(b) If the Executive's ’s employment is terminated during the Employment Term on account of the Executive's ’s death or Disability, the Executive (or the Executive's ’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
(i) the Accrued Amounts; and
(ii) a lump sum payment equal to the pro-rata Annual Bonus, if any, that the Executive would have earned for the fiscal EIP year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's ’s similarly situated executives, but in no event later than two two-and-a-half (22 1/2) months following the end of the fiscal calendar year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" Disability shall mean that the Executive is entitled to receive long-term disability benefits under the Company’s long-term disability plan, or if there is no such plan, the Executive's ’s inability, due to physical or mental incapacity, to substantially perform the his essential functions of the Executive's job, duties and responsibilities under this Agreement for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's ’s duties or responsibilities to another individual on account of the Executive's ’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's ’s employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's ’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably mutually acceptable to the ExecutiveExecutive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Bankwell Financial Group, Inc.), Employment Agreement (Bankwell Financial Group, Inc.)
Death or Disability. (a) The Executive's ’s employment hereunder shall terminate automatically on upon the Executive's ’s death during the Employment Term, and the Company may terminate the Executive's ’s employment on account of the Executive's ’s Disability.
(b) If the Executive's ’s employment is terminated during the Employment Term on account of the Executive's ’s death or Disability, the Executive (or the Executive's ’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
(i) the Accrued Amounts; and
(ii) a lump sum payment equal to the Annual Bonus, if any, that product of: (A) the Executive would have earned Executive’s Target Bonus for the fiscal year in which the Termination Date occurs based on and (B) a fraction, the achievement numerator of applicable performance goals for which is the number of days the Executive was employed by the Company during the year in which the Termination Date occurs and the denominator of which is the number of days in such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months within 60 days following the end of the fiscal year in which the Termination Date occursDate. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's ’s Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Amended Agreement, "“Disability" ” shall mean the Executive is entitled to receive long-term disability benefits under the Company’s long-term executive disability plan, or if there is no such plan, the Executive's ’s inability, due to physical or mental incapacity, to perform the essential functions of the Executive's his job, with or without reasonable accommodation, for ninety (90) consecutive days, or one hundred twenty eighty (120180) days out of any three hundred sixty-five (365) day period; provided, provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's ’s duties or responsibilities to another individual on account of the Executive's ’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's ’s employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's ’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably mutually acceptable to the ExecutiveExecutive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Amended Agreement.
Appears in 2 contracts
Sources: Executive Employment Agreement (Us Xpress Enterprises Inc), Executive Employment Agreement (Us Xpress Enterprises Inc)
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on the Executive's death during the Employment Term, and the Company may terminate the Executive's ’s employment in the event the Executive has been unable to perform his material duties hereunder because of Disability by giving the Executive notice of such termination while such Disability continues (a “Disability Termination”). The Executive’s employment shall automatically terminate on account the Executive’s death. In the event the Executive’s employment with the Company terminates during the term of this Agreement by reason of the Executive's Disability.’s death or as a result of a Disability Termination, then upon and immediately effective as of the Date of Termination:
(a) the Executive shall be fully and immediately vested in his unvested Stock Options, Performance Warrants and any other options or equity awards granted by the Parent to the Executive, that are unvested on the Date of Termination so that such Stock Options, Performance Warrants and equity awards are fully and immediately exercisable by the Executive;
(b) If the Executive's employment is terminated during the Employment Term on account of the Executive's death or Disability, Company shall promptly pay and provide the Executive (or in the event of the Executive's estate and/or beneficiaries’s death, as the case may be) shall be entitled to receive the following:Executive’s estate):
(i) any unpaid Base Salary and any outstanding and accrued regular and special vacation pay through the Accrued AmountsDate of Termination;
(ii) any unpaid Annual Bonus, Discretionary Bonus, Performance Cash Bonus and other bonuses accrued with respect to the fiscal year ending on or preceding the Date of Termination;
(iii) reimbursement for any unreimbursed expenses incurred through to the Date of Termination; and
(iiiv) a lump sum payment equal all other payments, benefits or fringe benefits to which the Annual BonusExecutive may be entitled subject to and in accordance with the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant, if any, that (the payments referred to herein in subsections 4.1(b)(i) to 4.1(b)(iv) shall, collectively, be referred to as “Accrued Benefits”); and
(c) the Company shall pay to the Executive (or in the event of the Executive’s death, the Executive’s estate) immediately upon the Date of Termination, or, if not determinable at such time, no later than the time specified in Section 3.6(a), a pro rata Annual Bonus, Performance Cash Bonus and Discretionary Bonus equal to the amount the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two received if his employment continued (2without any discretionary cutback) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing multiplied by a qualified independent physician selected by fraction where the Company and reasonably acceptable numerator is the number of days in each respective bonus period prior to the Executive. The determination of Disability made in writing to the Company ’s termination and the Executive shall be final and conclusive for all purposes denominator is the number of this Agreementdays in the bonus period (the “Prorated Bonus”).
Appears in 2 contracts
Sources: Employment Agreement (Versus Systems Inc.), Employment Agreement (Versus Systems Inc.)
Death or Disability. If Executive dies or becomes Disabled, then the Company will be obligated to pay (ai) The Executive's employment hereunder shall terminate automatically on the Executive's ’s then current Base Salary through the date of death during or the Employment Termeffective date of Disability and any incentive compensation earned in previous years but not yet paid, and the Company may terminate the Executive's employment on account (ii) a pro-rated amount of the Executive's Disability.
’s actual incentive compensation for the year, payable at such time as incentive compensation is otherwise payable to employees under the incentive compensation program, (biii) If if Executive or Executive’s qualified beneficiary timely and properly elects continuation coverage under COBRA, the Company shall reimburse Executive or Executive’s qualified beneficiary for the COBRA premiums for the level of coverage that the Executive had elected prior to the Executive's employment is terminated during ’s death or Disability until the Employment Term on account earliest of (A) 18 months following the date of Executive's ’s death or Disability, (B) the date on which the Executive or the Executive’s qualified beneficiary becomes employed by any other employer that provides health insurance coverage, regardless of whether such coverage is comparable to the coverage provided by the Company, or (C) the date the Executive or his qualified beneficiary is no longer eligible to receive COBRA continuation coverage; and (iv) notwithstanding the provisions in the Incentive Plan or in any equity, phantom stock, restricted stock, restricted stock unit, or stock appreciation rights plan or award agreement to the contrary, any equity or stock price-based awards previously granted will become fully vested and exercisable and all restrictions on restricted awards will lapse and, to the extent permitted under the applicable plan’s governing documents, the Executive (or the Executive's estate and/or beneficiaries, as the case may be’s beneficiary(ies)) shall be entitled have a period of one (1) year from the effective date of Disability to receive exercise any such options (or if shorter, the following:
(i) the Accrued Amounts; and
(ii) a lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the expiration date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state lawoption).
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Global Water Resources, Inc.), Employment Agreement (Global Water Resources, Inc.)
Death or Disability. (a) The Executive's employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate automatically on upon the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account or disability of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account . For purposes of the Executive's death or Disabilitythis Section 6(a), the Executive (or the Executive's estate and/or beneficiaries, as the case may be) “disability” shall be entitled to receive the following:
mean (i) the Accrued AmountsExecutive is unable to engage in his customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; and
(ii) a lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement is, by reason of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to medically determinable physical or mental incapacityimpairment that can be expected to result in death, to perform the essential functions or last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Executive's job, for ninety Company; or (90iii) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities Executive is determined to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated totally disabled by the Company and the Executive shall not be able to resign with Good Reason as a result thereofSocial Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive's Disability ’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to the Executive or his legally appointed representative: (i) any accrued but unpaid Base Salary for services rendered through the date of termination, (ii) accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any earned but unpaid bonuses and commissions, (iv) compensation for any accrued but unused paid time off; (v) a lump sum payment of $100,000 as long as the Company has at least $1 million in cash following the payment paid in cash via electronic funds transfer or wire into either the Executive’s bank account or the designated, surviving relative of the Executive within 10 business days of the death or disability event (vi) all equity awards previously granted to the Executive under the Plan or similar plan shall thereupon become fully vested, and the Executive or his legally appointed representative, as the case may be, shall have up to two years from the date of termination to exercise all previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times as he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, any benefits (except perquisites) to which the Executive and the Company cannot agree may be entitled pursuant to Section 5(b) hereof shall continue to be determined in writing by a qualified independent physician selected paid or provided by the Company and reasonably acceptable Company, as the case may be, for one year, subject to the Executiveterms of any applicable plan or insurance contract and applicable law, provided that such benefits are exempt from Section 409A of the Code by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. The determination In the event all or a portion of Disability made in writing the benefits to which the Company and Executive was entitled pursuant to Section 5(b) hereof are subject to 409A of the Code, the Executive shall not be final and conclusive for all purposes entitled to the benefits that are subject to Section 409A of this Agreementthe Code subsequent to the “applicable 2½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).
Appears in 2 contracts
Sources: Employment Agreement (White River Energy Corp.), Employment Agreement (White River Energy Corp.)
Death or Disability. (a) The Executive's ’s employment hereunder and all associated rights and benefits shall terminate automatically upon Executive’s death. If the Company determines in good faith that the Disability of Executive has occurred, it may give to Executive written notice of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall terminate effective on the thirtieth (30th) day after receipt of such notice by Executive's death during , provided that, within the Employment Termthirty days after such receipt, and the Company may terminate the Executive shall not have returned to full-time performance of her duties. If Executive's employment on account of the Executive's Disability.
(b) If the Executive's ’s employment is terminated during the Employment Term on account by reason of the Executive's ’s death or Disability, this Agreement shall terminate without further obligations to Executive or her legal representatives under this Agreement, other than for (A) payment of the sum of (1) Executive’s Annual Base Salary through the date of termination to the extent not theretofore paid and (2) reimbursement for any unreimbursed business expenses incurred through the date of termination which shall be paid in a lump sum in cash within thirty (30) days of the effective date of termination or such earlier date as may be required by law; (B) any payments, benefits or fringe benefits to which Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement, which shall be paid at such times and in such forms as provided for by such plan, program or grant or such earlier date as may be required by law; (C) any Annual Bonus Earned but unpaid with respect to the fiscal year ending on or preceding the Executive's estate and/or beneficiariesdate of termination, as which shall be paid in a lump sum in cash when such Annual Bonus payment is regularly paid to similarly situated executives (the case may bepayments and benefits described in clauses (A), (B), and (C) shall be entitled hereinafter referred to receive as the following:
“Unpaid Obligations”); and (iD) payment of a pro rata share (determined on the Accrued Amounts; and
(ii) a lump sum payment equal to basis of the Annual Bonus, if any, that number of days on which Executive was employed by the Executive would have earned for Company during the fiscal year in which the Termination Date occurs date of termination occurred) of the Annual Bonus that would otherwise have been Earned based on actual performance and been payable pursuant to Section 3(b) hereof had Executive continued to be employed by the achievement of applicable performance goals Company for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end entirety of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained hereindate of termination occurred, all payments made in connection with the Executive's Disability which shall be provided paid in a manner which lump sum in cash when such Annual Bonus payment is consistent with federal and state lawregularly paid to similarly situated executives.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Red Robin Gourmet Burgers Inc), Employment Agreement (Red Robin Gourmet Burgers Inc)
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account of the Executive's Disability.
(b) If the Executive's Employee’s employment is terminated during the Employment Term on account by reason of the Executive's Employee’s death or Disability, the Executive (Company shall pay to Employee or the Executive's estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
Employee’s legal representatives (i) within 60 days after the Employee’s Date of Termination, a lump sum in cash equal to the sum of Employee’s Annual Base Salary through the Date of Termination to the extent not previously paid and any compensation previously deferred by Employee (together with any accrued interest or earnings thereon) (the “Accrued AmountsObligations”); and
(ii) a lump sum payment equal the amount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Annual BonusDate of Termination to the extent not previously paid, if any, that which amount shall be paid at such time as the Executive would have earned Company pays other executives of the Company annual bonuses for the fiscal prior calendar year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, (but in no event later than two the time specified in Section 3(b)(ii) of this Agreement); (2iii) months following without duplication of any amount payable pursuant to clause (ii) above, the end amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the fiscal Company annual bonuses for the calendar year in which Employee’s Date of Termination occurs (but in no event later than the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made time specified in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(cSection 3(b)(ii) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety ); (90iv) consecutive daysany amounts arising from Employee’s participation in, or one hundred twenty benefits under, any Investment Plan (120the “Accrued Investments”), which amounts shall be paid in accordance with the terms and conditions of such Investment Plan; and (v) days out any amounts to which Employee or Employee’s spouse, beneficiaries or estate are entitled from Employee’s participation in, or benefits under, any Welfare Plan (“Accrued Welfare Benefits”), which amounts shall be paid in accordance with the terms and conditions of any three hundred sixty-five (365) day period; provided, howeversuch Welfare Plan. Except as described in this Section 5(a), in the event that the Company temporarily replaces the Executive, of Employee’s termination by reason of Employee’s death or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment Employee and Employee’s legal representatives, as applicable, shall not be deemed terminated by the Company and the Executive shall not be able forfeit all rights to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementany other compensation.
Appears in 2 contracts
Sources: Employment Agreement (Odyssey Healthcare Inc), Employment Agreement (Odyssey Healthcare Inc)
Death or Disability. (a) The If Executive's employment hereunder shall terminate automatically on the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account of the Executive's Disability.
(b) If the Executive's ’s employment is terminated due to his death or is terminated by the Company due to Disability during the Employment Term on account of the Executive's death or Disability, the Executive (or the Executive's estate and/or beneficiaries, as the case may be) shall be entitled to receive the followingEmployment:
(i) the Accrued Amounts; andCompany shall pay to Executive (or his beneficiaries) any accrued but unpaid Base Salary earned through the Date of Termination, payable in accordance with the regular payroll practices applicable to senior executives of the Company;
(ii) at the time that the Bonus would otherwise be paid in accordance with Section 4(b) hereof, the Company shall pay to Executive (or his beneficiaries) any earned but unpaid Bonus in respect of any completed year preceding the year in which such termination occurs (the “Accrued Bonus”);
(iii) the Company shall reimburse Executive pursuant to Section 4(f) for any business expenses incurred through, but not reimbursed prior to, the Date of Termination;
(iv) within ten (10) days following the Date of Termination, the Company shall pay to Executive a lump sum payment for his accrued but unused vacation through the Date of Termination;
(v) the Company shall pay or provide to Executive such vested accrued benefits, if any, as to which Executive may be entitled under the Company’s employee benefit plans and programs applicable to Executive as of the Date of Termination (other than any severance pay plan), which shall be paid or provided in accordance with the terms of the applicable plan or program (clauses (i) — (v) collectively referred to as the “Accrued Obligations”);
(vi) Executive or his beneficiary, legal representative or estate shall receive an amount equal to the Annual product of (x) and (y), where (x) is the Bonus, if any, that the Executive would have earned for been paid to Executive in respect of the fiscal year in which the Termination Date occurs such termination occurred, based on actual performance for the achievement year of applicable performance goals for such yeartermination, and (y) is a fraction, the numerator of which shall be payable on is the date that annual bonuses are paid to number of days Executive was employed by the Company's similarly situated executives, but in no event later than two (2) months following Company during the end of the fiscal calendar year in which such termination occurred and the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner denominator of which is consistent with federal and state law.the number of days in such year (the “Pro Rata Bonus”), to be paid at such time as the Bonus would have normally been paid pursuant to Section 4(b) hereof in respect of the year in which such termination occurred; and
(cvii) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, All vested stock options and other exercisable awards then the Executive's employment shall not be deemed terminated held by the Company and the Executive shall not be able to resign with Good Reason as remain exercisable for a result thereof. Any question as to period of one year following the existence Date of the Executive's Disability as to which the Executive Termination and the Company cannot agree shall be determined in writing all unvested equity awards held by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall immediately be final and conclusive for all purposes of this Agreementforfeited without consideration.
Appears in 2 contracts
Sources: Employment Agreement (Aventine Renewable Energy Holdings Inc), Employment Agreement (Aventine Renewable Energy Holdings Inc)
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on If the Executive incurs a Separation from Service by reason of the Executive's ’s death or Disability during the Employment Term, and the Company may terminate Period:
(i) The Accrued Obligations shall be paid to the Executive's employment on account of ’s estate or beneficiaries or to the Executive's Disability., as applicable, within thirty days after the Executive’s Separation from Service (or any shorter period prescribed by law) or, in the case of payments or benefits described in Section 5(a)(i)(B) above, as such payments or benefits become due;
(bii) If In addition to the Accrued Obligations, subject to the Executive's employment is terminated during ’s (or his estate’s) execution and delivery to the Employment Term on account Employer of a Release within forty-five (45) days after the Executive's death or Disability’s Separation from Service and non- revocation of such Release, the Executive (or the Executive's his estate and/or or beneficiaries, as the case may beif applicable) shall be entitled to receive the following:following payments and benefits (the “Death/Disability Payments”):
(1) the RPUs shall vest in full upon the Executive’s Separation from Service and shall convert into Units as set forth in the applicable award agreement; and (2) the CPUs shall vest and convert into Units as set forth in the applicable award agreement. In addition, except for any CPUs or other performance-vesting awards, any other equity and/or long-term incentive awards awarded on or after the Commencement Date shall fully vest on the date of the Executive’s Separation from Service, with any vested awards which are exercisable remaining exercisable for the remainder of their original terms and any awards subject to Code Section 409A remaining payable in accordance with the terms of the applicable award agreement;
(B) For a period of twenty-four (24) months following the date on which the Executive incurs a Separation from Service, but in no event longer than the COBRA Period, the Executive and the Executive’s eligible dependents shall continue to be provided with medical, prescription and dental benefits as if the Executive’s employment had not been terminated at the same cost to the Executive (or the Executive’s estate or dependents) as immediately prior to the Date of Termination provided that the Executive or his dependents, if applicable, properly elect continuation healthcare coverage under Code Section 4980B; following such continuation period, any further continuation of such coverage under applicable law shall be at the Executive’s (or his estate’s or dependents’) sole expense; provided, however, that (i) if any plan pursuant to which such benefits are provided is not, or ceases prior to the Accrued Amounts; and
expiration of the period of continuation coverage to be, exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (ii) a lump sum payment the Employer is otherwise unable to continue to cover the Executive under its group health plans, then, in either case, an amount equal to the Annual monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the COBRA Period (or the remaining portion thereof);
(C) The Pro-Rata Bonus, if any, that payable in the Executive would have earned for calendar year following the fiscal calendar year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executivesExecutive’s Separation from Service occurs, but in no event later than two (2) months the fifteenth day of the third month following the end of the fiscal calendar year in which the Date of Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.; and
(cD) For purposes of this Agreement, "Disability" shall mean Any unpaid Annual Bonus that would have become payable to the Executive's inability, due Executive pursuant to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90Section 3(b)(ii) consecutive days, or one hundred twenty (120) days out hereof in respect of any three hundred sixty-five (365) day period; providedcalendar year that ends on or before the Date of Termination, howeverhad the Executive remained employed through the payment date of such Annual Bonus, payable in the calendar year in which the Separation from Service occurs, but in no event that later than the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual date in such calendar year on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as annual bonuses are paid to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this AgreementEmployer’s senior executive officers generally.
Appears in 2 contracts
Sources: Employment Agreement (BreitBurn Energy Partners L.P.), Employment Agreement (BreitBurn Energy Partners L.P.)
Death or Disability. (a) The Executive's ’s employment hereunder shall terminate automatically on the Executive's ’s death during the Employment Term, and the Company may Executive’s employment will terminate the Executive's employment due to frustration of contract on account of the Executive's ’s Disability.
(b) If the Executive's ’s employment is terminated during the Employment Term on account of the Executive's ’s death or Disability, the Executive (or the Executive's ’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
(i) the Accrued Amounts; and;
(ii) a lump sum payment equal to the Annual Pro-Rata Bonus, if any, that the Executive would have earned for the fiscal calendar year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's ’s similarly situated executives, but in no event later than two ; and
(2iii) months following the end of the fiscal year in which the Termination Date occursany additional minimum payments and entitlements owed to Executive under Employment Standards Legislation. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's ’s Disability shall be provided in a manner which is consistent with federal and state lawlaw or the equivalent thereof under the applicable laws of the Executive’s then-current jurisdiction of residence.
(c) For purposes of this Agreement, "“Disability" ” shall mean a condition that entitles Executive to receive long-term disability benefits under the Company’s long-term disability plan, or if there is no such plan, Executive's ’s inability, due to physical or mental incapacity, to perform the essential functions of the Executive's his job, with or without reasonable accommodation, in each case, for ninety (90) consecutive days, or one hundred twenty eighty (120180) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, period or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereofone hundred twenty (120) consecutive days. Any question as to the existence of the Executive's ’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by mutually acceptable to Executive and the Company. If Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and reasonably acceptable to the Executivethose two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Nano Nuclear Energy Inc.), Employment Agreement (Nano Nuclear Energy Inc.)
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account by reason of the Executive's death or Disability, Disability during the Executive (or the Executive's estate and/or beneficiaries, as the case may be) shall be entitled to receive the followingEmployment Period:
(i) The Accrued Obligations shall be paid to the Accrued Amounts; andExecutive's estate or beneficiaries or to the Executive, as applicable, in cash within thirty (30) days of the Date of Termination;
(ii) a lump sum payment equal At the time when annual bonuses are paid to other peer executives of the Annual Bonus, if any, that the Executive would have earned Employer for the fiscal year in which the Date of Termination Date occurs based on the achievement of applicable performance goals for such yearoccurs, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical estate or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, beneficiaries or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers as applicable, shall be paid an amount equal to the Executive's duties or responsibilities to another individual on account product of (A) the amount of the Executive's inability Annual Bonus to perform such duties due to a mental or physical incapacity which isthe Executive would have been entitled, or is reasonably expected to become, a Disability, then if the Executive's employment had not been terminated, and (B) a fraction, the numerator of which shall not be deemed terminated by the Company number of days in such fiscal year through the Date of Termination and the Executive denominator of which shall not be able to resign with Good Reason as a result thereof. Any question as 365, to the existence extent not theretofore paid;
(iii) The Executive's Phantom Options shall vest as of the Date of Termination and shall be payable as set forth in Appendix B hereto; and
(iv) The Other Benefits shall be paid or provided to the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable estate or beneficiaries or to the Executive, as applicable, on a timely basis; and
(v) Through the remainder of the Employment Period, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Executive and/or the Executive's eligible dependents shall continue to be provided with medical, prescription and dental benefits as if the Executive's employment had not been terminated. The determination of Disability made in writing Such health benefits shall be provided to the Company and eligible dependents in a manner that neither the Executive coverage nor the benefits are includible in the eligible dependent's taxable gross income. If the Employer is unable to provide such coverage or benefits to the eligible dependent on that basis, then the Employer shall be final and conclusive pay the eligible dependent such additional amounts as necessary to make the eligible dependent "whole" on a net after-tax basis for all purposes the receipt of this Agreement.such coverage or benefits;
Appears in 2 contracts
Sources: Employment Agreement (BreitBurn Energy Partners L.P.), Employment Agreement (BreitBurn Energy Partners L.P.)
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on Subject to the Executive's death during the Employment Termprovisions of this Section 6.2, and the Company may terminate the Executive's employment on account of the Executive's Disability.
(b) If the Executive's employment if this Agreement is terminated during the Employment Term on account as a result of the Executive's death or Disability, the Company shall pay to the Executive (or his estate, in a lump sum cash payment within 30 days of the Executive's estate and/or beneficiariesDate of Termination, as the case may be) shall be entitled to receive the following:
greater of (i) the Accrued Amounts; and
(ii) a lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions portion of the Executive's job, for ninety Base Salary (90as in effect on the Date of Termination) consecutive days, owing in respect of the balance of the Employment Period pursuant to Section 3 hereof or one hundred twenty (120ii) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties Base Salary (as in effect on the Date of Termination). The Company may purchase insurance to cover all or responsibilities to another individual on account any part of the Executive's inability obligation contemplated in the foregoing sentence, and the Executive agrees to perform such duties due submit to a mental physical examination to facilitate the procurement of such insurance. The Company also shall, promptly upon submission by the Executive of supporting documentation, pay or physical incapacity reimburse to the Executive any costs and expenses (including moving and relocation expenses) paid or incurred by the Executive which is, or is reasonably expected to become, a Disability, then would have been payable under Section 4.8 of this Agreement if the Executive's employment had not terminated. Until the Executive obtains other health coverage through another employer's health plan or, if longer, for a period of five (5) years, the Company shall continue providing health coverage to the Executive and/or the Executive's family at least equal to that which would have been provided to them under Section 4.7 if the Executive's employment had not terminated; provided that any such coverage shall cease immediately if the Executive violates any of the applicable provisions of Article 11.
(b) Whenever compensation is payable to the Executive hereunder during a period in which he is partially or totally disabled, and such Disability would (except for the provisions hereof) entitle the Executive to Disability income or salary continuation payments from the Company according to the terms of any plan or program presently maintained or hereafter established by the Company, the Disability income or salary continuation paid to the Executive pursuant to any such plan or program shall be considered a portion of the payment to be made to the Executive pursuant to this Section 6.2 and shall not be deemed terminated in addition hereto. If Disability income is payable directly to the Executive by an insurance company under the terms of an insurance policy paid for by the Company and Company, the amounts paid to the Executive by such insurance company shall be considered a portion of the payment to be made to the Executive pursuant to this Section 6.2 and shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementaddition hereto.
Appears in 1 contract
Sources: Executive Employment Agreement (Allied Waste Industries Inc)
Death or Disability. (a) The Executive's Upon the death or Disability of Employee, Employee’s employment hereunder with the Company shall automatically terminate automatically on the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account of the Executive's death shall pay to Employee or Disability, the Executive (or the Executive's estate and/or beneficiariesEmployee’s estate, as the case may be) shall be entitled to receive the following:
applicable, (i) the Accrued Amounts; and
Benefits, (ii) a lump sum payment equal to the any earned and unpaid Annual Bonus, if any, that the Executive would have earned Bonus for the fiscal calendar year preceding the year in which such termination of employment occurs (the Termination Date occurs based on the achievement of applicable performance goals for such year, “Prior Year Bonus”) (which amount shall be payable on paid within sixty (60) days following the date that annual bonuses are paid to the Company's similarly situated executives, of such termination of employment but in no event later than two (2) months March 15 of the year following the end of Bonus Year to which such Annual Bonus relates), (iii) an amount equal to the fiscal Target Bonus for the year in which such termination of employment occurs, prorated for the period of days beginning on January 1 and ending on the date of such termination of employment relative to the number of days in the applicable Bonus Year (the “Prorated Target Bonus”); provided that the Prorated Target Bonus described in clause (iii) of the preceding sentence, if any, shall be paid in a lump sum in cash on the Company’s first regularly scheduled pay date that is on or after the date that is sixty (60) days after the date on which Employee’s employment terminates (the “Termination Date occurs. Notwithstanding Date”), and (iv) subject to Employee’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continued participation (pursuant to COBRA) in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) covering Employee and Employee’s eligible dependents for a period of thirty-six (36) months at Employee’s (or Employee’s estate’s, in the case of Employee’s death) sole expense, provided, that the Company may modify the continuation coverage contemplated by this Section 0 to the extent reasonably necessary to avoid the imposition of any other provision contained herein, all payments made in connection excise taxes on the Company for failure to comply with the Executive's Disability shall be provided nondiscrimination requirements of Section 105(h) of the Internal Revenue Code of 1986, as amended; the Patient Protection and Affordable Care Act of 2010, as amended; and/or the Health Care and Education Reconciliation Act of 2010, as amended, and in a manner which is consistent with federal each case, the regulations and state law.
guidance promulgated thereunder (cto the extent applicable) (the “COBRA Continuation”). For purposes of this Agreement, "a “Disability" ” shall mean exist if, as determined in the Executive's inabilityreasonable opinion of a licensed physician, Employee is unable to perform the essential functions of Employee’s position (after accounting for reasonable accommodation, if applicable and required by applicable law), due to physical or mental incapacityimpairment, to perform the essential functions that continues for a period in excess of the Executive's job, for ninety (90) consecutive days or one hundred-eighty (180) days, whether or one hundred twenty not consecutive (120) days out of or for any three hundred sixty-five (365) day period; provided, howeverlonger period as may be required by applicable law), in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementany twelve (12)-month period.
Appears in 1 contract
Death or Disability. (a) The If Executive's ’s employment hereunder shall terminate automatically on the is terminated by reason of Executive's ’s death or Disability during the Employment Term, and the Company may terminate the Executive's employment on account of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account of the Executive's death or Disability, the Executive (or the Executive's estate and/or beneficiaries, as the case may be) shall be entitled to receive the followingPeriod:
(i) the The Accrued Amounts; andObligations shall be paid to Executive’s estate or beneficiaries or to Executive, as applicable, when due under California law;
(ii) a lump sum payment equal to the Annual Bonus100% of Executive’s then-current annual Base Salary, if any, that the Executive would have earned for the fiscal year as in which the Termination Date occurs based effect on the achievement Date of applicable performance goals for such yearTermination, which shall be paid to Executive’s estate or beneficiaries or to Executive, as applicable, in cash when due under California law;
(iii) To the extent payable on hereunder, the date that Pro-Rated Annual Bonus shall be paid to Executive’s estate or beneficiaries or to Executive, as applicable, at the time when annual bonuses are paid to RWB’s other senior executives for the Company's similarly situated executives, but fiscal year of RWB in no event later than two which the Date of Termination occurs;
(2iv) For a period of eighteen months following the end Date of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained hereinTermination, all payments made in connection with the provided that Executive timely elects COBRA continuation coverage, Executive and Executive's Disability ’s eligible family members shall continue to be provided in a manner with group health insurance coverage at least equal to that which is consistent with federal would have been provided to them if Executive’s employment had not been terminated, and state law.
(c) For purposes of this Agreement, "Disability" RWB shall mean pay the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, applicable COBRA premium for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day such eighteen- month period; provided, however, in the event that the Company temporarily replaces the if Executive is eligible to receive group health insurance coverage under another employer’s plans, RWB’s obligations under this Section 4(c)(iv) shall terminate, and any such coverage shall be reported by Executive to RWB; and
(v) The Other Benefits shall be paid or provided to Executive’s estate or beneficiaries or to Executive, as applicable, on a timely basis.
(vi) The foregoing benefits of this Section 4(c) are contingent on the terms set forth in Section 4(b), including Executive’s execution, or transfers the Executive's duties or responsibilities to another individual on account his estate’s execution as applicable, of the release agreement attached as Exhibit D and such release becoming effective and irrevocable, and Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then ’s compliance with the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason Restrictive Covenant Agreement attached as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.Exhibit C.
Appears in 1 contract
Sources: Securities Purchase Agreement (Red White & Bloom Brands Inc.)
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on the Executive's death If, during the Employment Term, and the Company may terminate the Executive's employment on account of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account of the Executive's death or Disability, the Executive (or the Executive's estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
(i) the Accrued Amounts; and
(ii) a lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes term of this Agreement, "Disability" shall mean the Executive's inability, Executive becomes disabled such that she is not able to effectively discharge his duties under this Agreement due to physical or mental incapacity, to perform the essential functions of the Executive's his job, with or without reasonable accommodation, for ninety (90) consecutive days, or a period of one hundred twenty eighty days (120180) days out of any three hundred sixty-five (365) day period; providedperiod (a “Disability”), howeverIradimed’s obligations under this Agreement shall cease, except that Executive may participate in any Iradimed-provided group disability benefits in accordance with the terms of those plans. However, in the event that the Company temporarily replaces the Executive, Executive or transfers the Executive's ’s duties or responsibilities to another individual on account of the Executive's ’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's ’s employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereofCompany. Any question as to the existence of the Executive's ’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably mutually acceptable to the ExecutiveExecutive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.
(b) If the Executive’s employment is terminated during the Term on account of the Executive’s death or Disability, the Executive or the Executive’s estate or beneficiaries, as the case may be shall be entitled to receive the following: (i) All accrued Base Salary and vacation time; (ii) A lump sum payment of all (A) unpaid Annual Bonuses and (B) the pro-rata Annual Bonus that the Executive would have earned for the fiscal year in which the death or Disability occurs, based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company’s similarly situated executives, but in no event later than two-and-a-half (2 1/2 ) months following the end of the fiscal year in which the termination occurs.
(ii) All vested equity grants.
Appears in 1 contract
Sources: Employment Agreement (Iradimed Corp)
Death or Disability. If Executive’s employment hereunder is terminated by reason of Executive’s death or upon Executive’s Disability, the Company shall have no further obligation to Executive under this Agreement except that, subject to Section 5.5 hereof, Executive or Executive’s heirs or estate, as the case may be, shall be paid those obligations accrued hereunder to the date of Executive’s termination, consisting only of (a) The Executive's employment hereunder shall terminate automatically ’s unpaid Base Salary to the extent unpaid through the date of Executive’s termination, (b) the annual Incentive Compensation due to Executive, if any, for the last full fiscal year of the Company ending on or prior to the date of Executive’s termination (if not previously paid), (c) the product of (i) the annual Incentive Compensation payable to Executive for the fiscal year of the Company (based on the actual achievement of the specified goals in the case of Incentive Compensation for the applicable fiscal year other than for fiscal year 2026, or target achievement of the specified goals in the case of Incentive Compensation for fiscal year 2026) in which Executive's death ’s date of Executive’s termination occurs multiplied by (ii) a fraction, the numerator of which is the number of days in such fiscal year during which Executive was employed by the Employment TermCompany, and the Company may terminate denominator of which is 365, (d) any accrued and unpaid vacation pay, and (e) any other amounts or benefits owing to Executive or his beneficiaries that are vested and accrued under the Executive's employment on account then applicable benefit plans, policies and programs of the Executive's Disability.
Company or otherwise required to be provided under this Agreement (all amounts determined pursuant to the provisions of clauses (a) through (e) above are hereinafter referred to as “Accrued Obligations”). Unless otherwise required by any benefit plan qualified under Section 401(a)of the Internal Revenue Code of 1986, as amended (the “Code”) (any such plan hereinafter referred to as a “Qualified Plan”), the Accrued Obligations described in clauses (a), (b), (d) If the and (e) above shall be paid to Executive or Executive's employment is terminated during the Employment Term on account of the Executive's death ’s estate or Disability, the Executive (or the Executive's estate and/or designated beneficiaries, as the case may be) shall be entitled to receive the following:
(i) the Accrued Amounts; and
(ii) , in a lump sum payment equal (to the Annual Bonusextent such obligations are able to be paid in a lump sum, if any, that under the Executive would have earned terms of the plan for the fiscal year which such obligation arose) in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on cash within 15 business days after the date that annual bonuses are paid to of Executive’s termination, and, otherwise, in accordance with the Company's similarly situated executives, but in no event later than two (2) months following the end terms of the fiscal year applicable plan or applicable law. The Accrued Obligation described in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal clauses (b) and state law.
(c) For purposes of this Agreement, "Disability" above shall mean the Executive's inability, due be paid in a lump sum to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, Executive’s estate or transfers designated beneficiaries, as the Executive's duties or responsibilities to another individual on account of case may be, at the Executive's inability to perform such duties due to a mental or physical incapacity time at which is, or is reasonably expected to become, a Disability, then Incentive Compensation awards are otherwise paid for the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementapplicable plan year.
Appears in 1 contract
Death or Disability. (a) The Executive's ’s employment hereunder shall terminate automatically on upon the Executive's ’s death during the Employment Term, and the Company may terminate the Executive's ’s employment on account of the Executive's ’s Disability.
(b) If the Executive's ’s employment is terminated during the Employment Term on account of the Executive's ’s death or Disability, the Executive (or the Executive's ’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
: (i) the Accrued Amounts; and
and (ii) a lump sum payment equal to the Annual Bonus, if any, that treatment of any outstanding equity awards shall be determined in accordance with the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement terms of applicable performance goals for such year, which shall be payable on plan and the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occursapplicable award agreements. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.7
(c) For purposes of this Agreement, "Disability" Disability shall mean that the Executive is entitled to receive long-term disability benefits under the Company's long-term disability plan, or if there is no such plan, the Executive's inability, due to physical or mental incapacity, after Company compliance with any federal or state leave rights or reasonable accommodation rules to substantially perform the essential functions of the Executive's job, his duties and responsibilities under this Agreement for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably mutually acceptable to the ExecutiveExecutive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Bankwell Financial Group, Inc.)
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on the Executive's death during the Employment Term, and the Company may terminate the Executive's ’s employment on account of the hereunder due to death or Disability (as defined below). If Executive's Disability.
(b) If the Executive's ’s employment hereunder is terminated during the Employment Term on account as a result of the Executive's death or Disability, the Executive (or Executive’s estate or personal representative in the Executive's estate and/or beneficiaries, as the case may beevent of death) shall be entitled to receive the following:
(i) all Base Salary due to Executive through the Accrued Amountsdate of termination; and
(ii) the actual Annual Bonus, if any, that Executive would have received in respect of the fiscal year of the Company in which Executive’s termination of employment occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of termination and the denominator of which is 365 days, payable at the same time as any Annual Bonus payments are made to other similarly situated active executives pursuant to the terms of the Annual Bonus Plan and subject to satisfaction of the performance targets for such fiscal year; (iii) any previously vested equity incentive awards and benefits, such as retirement benefits and vacation pay, in accordance with the terms of the plan or agreement pursuant to which such equity incentive awards or benefits were granted to Executive (items (i) through (iii) above collectively referred to as “Accrued Employment Entitlements”); (iv) a lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement twelve (12) months of applicable performance goals for such yearExecutive’s full Base Salary, which shall be payable on as soon as practicable following the date that annual bonuses are paid to the Company's similarly situated executives, of termination but in no event not later than two (2) months March 15 of the first calendar year following the end year of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day periodsuch termination; provided, however, that in the event that case of Disability such payment shall be offset by the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account amount of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated Base Salary paid by the Company to Executive or Executive’s personal representative from the date on which Executive was first unable substantially to perform Executive’s duties through the date of such termination; and (v) any benefits payable to Executive or Executive’s beneficiaries, as applicable, in accordance with the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence terms of the applicable benefit plan. At the Company’s expense, Executive and/or Executive's Disability as to which the Executive and the Company cannot agree ’s dependents shall be determined entitled to continue to participate in writing the Company’s welfare benefit plans and programs on the same terms as other senior, actively-employed executives for a period of twelve months from the date of such termination. Executive and/or Executive’s dependents shall thereafter be entitled to any continuation of such benefits provided under such benefit plans or by a qualified independent physician selected applicable law. Following the death or Disability of Executive, Executive’s participation under any stock option or other incentive compensation plan (other than Annual Bonuses included in the definition of Accrued Employment Entitlements) shall be governed by the Company and reasonably acceptable to the Executive. The determination terms of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementsuch plans.
Appears in 1 contract
Death or Disability. (a) The Executive's ’s employment hereunder shall terminate automatically on upon the Executive's ’s death during the Employment Term, and the Company may terminate the Executive's ’s employment on account of the Executive's ’s Disability.
(b) If the Executive's ’s employment is terminated during the Employment Term on account of the Executive's ’s death or Disability, the Executive (or the Executive's ’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
(i) the Accrued Amounts; and;
(ii) a lump sum payment payment, which shall be paid within 30 days following the Termination Date, equal to the Annual Bonus, if any, that sum of the Executive would have earned Executive’s Base Salary and Target Bonus for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid occurs;
(iii) with respect to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs, an amount equal to (X) the Annual Bonus paid to Executive in respect of the last calendar year for which Executive received a bonus prior to the Termination Date, multiplied by (Y) a fraction, the numerator of which is the number of days between first day of the calendar year in which the Termination Date occurs and the Termination Date and the denominator of which is 365, payable in a single payment concurrent with the payment of the amounts due under Section 5.3(b)(ii) hereof; and
(iv) the treatment of any outstanding equity awards shall be determined in accordance with the terms of the Equity Plan and the applicable award agreements; provided that notwithstanding the terms of the Equity Plan or any applicable award agreements:
(A) all outstanding unvested stock or equity unit options, appreciation units and stock appreciation rights, granted to the Executive during the Employment Term shall become fully vested and exercisable for the remainder of their full term;
(B) all outstanding equity-based compensation awards other than stock options, appreciation units and stock appreciation rights that are not intended to qualify as performance-based compensation under Section 162(m)(4)(C) shall become fully vested and the restrictions thereon shall lapse; provided that, any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Section 409A of the Code (“Section 409A”) shall remain in effect; and
(C) all outstanding equity-based compensation awards other than stock or equity unit options, appreciation units and stock appreciation rights that are intended to constitute performance- based compensation under Section 162(m)(4)(C) shall remain outstanding and shall vest or be forfeited in accordance with the terms of the applicable award agreements, if the applicable performance goals are satisfied. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's ’s Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "“Disability" ” shall mean the Executive is entitled to receive long-term disability benefits under the Company’s long-term disability plan, or if there is no such plan, the Executive's ’s inability, due to physical or mental incapacity, to substantially perform the essential functions of the Executive's job, his duties and responsibilities under this Agreement for ninety (90) consecutive days, or one hundred twenty eighty (120180) days out of any three hundred sixty-five (365) day periodperiod or one hundred twenty (120) consecutive days; provided, provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's ’s duties or responsibilities to another individual on account of the Executive's ’s inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's ’s employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's ’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably mutually acceptable to the ExecutiveExecutive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Workiva Inc)
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on upon the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account of the Executive's death or Disability, the Executive (or the Executive's estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
(i) the Accrued Amounts; and
(ii) a lump sum payment equal to the Annual Pro-Rata Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" Disability shall mean the Executive is entitled to receive long-term disability benefits under the Company's long-term disability plan, or if there is no such plan, the Executive's inability, due to physical or mental incapacity, to substantially perform the essential functions of the Executive's job, her duties and responsibilities under this Agreement for ninety (90) consecutive days, or one hundred twenty eighty (120180) days out of any three hundred sixty-five (365) day periodperiod or one hundred twenty (120) consecutive days; provided, provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and will for all other purposes of this Employment Agreement be considered an ongoing employee in good standing of the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably mutually acceptable to the ExecutiveExecutive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Diversified Restaurant Holdings, Inc.)
Death or Disability. Employee’s employment will terminate (ax) The Executive's employment hereunder shall terminate automatically on immediately upon the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account of the Executive's Disability.
(b) If the Executive's employment is terminated Employee during the Employment Term on account hereunder or (y) at the option of Company, upon 30 days’ prior written notice to Employee and/or his appointed guardians or representatives, in the Executive's death or event of Employee’s Disability, as hereinafter defined. Employee shall not be deemed disabled unless, as a result of Employee’s incapacity due to physical or mental illness (as determined by a physician selected by the Executive Employer or its insurers and reasonably acceptable to Employee or his representative), Employee shall have been absent from and unable to perform the essential duties of his position, even with reasonable accommodation, on a full-time basis for 120 consecutive business days (“Disability”). In the event of termination of Employee’s employment pursuant to this Section 6(a):
(1) Company shall immediately pay Employee (or his estate) (i) any portion of Employee’s Base Salary accrued but unpaid through the Executive's estate and/or beneficiaries, as the case may beTermination Date and (ii) all payments and reimbursements under Section 5 hereof for expenses incurred prior to such termination.
(2) Employee (or his estate) shall be entitled to receive the following:
(i) the Accrued Amounts; and
(ii) a lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of all vested benefits under Company’s otherwise applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal plans and state lawprograms.
(c3) For purposes of this Agreement, "Disability" shall mean the Executive's inability, If Employee’s termination is due to physical death, Executive’s spouse or mental incapacityestate shall be entitled to full vesting of all outstanding time-based restricted stock units and all outstanding unvested performance-based awards shall be deemed vested at the target level of performance.
(4) If Employee is eligible for and properly elects to continue Employee’s (or his dependents’) group health insurance coverage, as in place immediately prior to perform the essential functions Termination Date, Company shall pay for the portion of the Executive's jobpremium costs for such coverage that Company would pay if Employee remained employed by Company, at the same level of coverage that was in effect as of the Termination Date, for ninety (90) a period of 18 consecutive daysmonths after the Termination Date, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company benefits continuation will cease if and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence extent Employee (and, if applicable, his eligible dependents) become(s) eligible for similar benefits by reason of the Executive's Disability as new employment or Employee (or such dependents) otherwise is/are no longer eligible for continuation coverage pursuant to which the Executive applicable laws and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementplans.
Appears in 1 contract
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on the Executive's death during the Employment Term, and the Company Corporation may terminate the Executive's ’s employment in the event the Executive has been unable to perform his material duties hereunder because of Disability by giving the Executive notice of such termination while such Disability continues (a “Disability Termination”), which shall set forth the Date of Termination. The Executive’s employment shall automatically terminate on account the Executive’s death, which shall be the Date of Termination for purposes of this Agreement. In the event the Executive’s employment with the Corporation terminates during the Term by reason of the Executive's Disability.’s death or as a result of a Disability Termination, then upon and immediately effective on the Date of Termination:
(a) notwithstanding the terms of the Incentive Plan or any applicable award agreements, all outstanding unvested options or equity awards granted by the Corporation to the Executive during the Term shall become fully and immediately exercisable;
(b) If the Executive's employment is terminated during the Employment Term on account of the Executive's death or Disability, Corporation shall promptly pay and provide the Executive (or in the event of the Executive's estate and/or beneficiaries’s death, as the case may be) shall be entitled to receive the following:Executive’s estate):
(i) any unpaid Base Salary and any outstanding and accrued regular and special vacation pay through the Date of Termination;
(ii) any unpaid Annual Bonus and other bonuses accrued with respect to the fiscal year ending on or preceding the Date of Termination;
(iii) reimbursement for any unreimbursed expenses incurred through to the Date of Termination;
(iv) all other payments, benefits or fringe benefits to which the Executive may be entitled subject to and in accordance with the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant, and amounts which may become due under this Agreement (the payments referred to herein in subsections 4.1(b)(i) to 4.1(b)(iv) shall, collectively, be referred to as “Accrued AmountsBenefits”); and
(iiv) any unpaid amounts payable under the Incentive Plan with respect to the fiscal year ending on or preceding the Date of Termination; and
(c) the Corporation shall pay to the Executive (or in the event of the Executive’s death, the Executive’s estate) at the time other senior executives are paid under any cash bonus or short term incentive plan, a lump sum payment pro rata Annual Bonus equal to the Annual Bonus, if any, that amount the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two received if his employment continued (2without any discretionary cutback) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing multiplied by a qualified independent physician selected by fraction where the Company and reasonably acceptable numerator is the number of days in each respective bonus period prior to the Executive. The determination of Disability made in writing to the Company ’s termination and the Executive shall be final and conclusive for all purposes denominator is the number of this Agreementdays in the bonus period (the “Prorated Bonus”).
Appears in 1 contract
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on the Executive's death during the Employment Term, and the Company may terminate Executive’s employment for disability in the event Executive has been unable to perform Executive's ’s material duties hereunder for six (6) consecutive months because of physical or mental incapacity by giving Executive notice of such termination while such continuing incapacity continues (a “Disability Termination”). Executive’s employment shall automatically terminate on account of Executive’s death. In the event Executive's Disability.
(b) If ’s employment with the Executive's employment is terminated Company terminates during the Employment Term on account by reason of the Executive's ’s death or Disabilitya Disability Termination, then upon the Executive (or the Executive's estate and/or beneficiaries, as the case may be) shall be entitled to receive the followingdate of such termination:
(i) any Options or Shares that would have vested solely due to the passage of time during the twenty-four (24) month period beginning on the date of Executive’s death or Disability Termination shall immediately vest;
(ii) the Company shall, within fourteen (14) days of the date Executive’s employment is terminated, pay and provide Executive (or in the event of Executive’s death, Executive’s estate) (A) any unpaid Base Salary through the date of termination and any accrued vacation, (B) reimbursement for any unreimbursed expenses incurred through the date of termination, and (C) all other payments, benefits or fringe benefits to which Executive may be entitled subject to and in accordance with, the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant and amounts that may become due under Sections 3 and 4 hereof (collectively, items under this clause (ii) are referred to as “Accrued AmountsBenefits”); and
(iiiii) a lump sum payment equal the Company shall pay to Executive (or in the Annual Bonusevent of Executive’s death, if any, that Executive’s estate) at the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses time other senior executives are paid to the Company's similarly situated executivesunder any cash bonus or long-term incentive plan, but in no event later than two (2) months March 15th of the year following the end of the fiscal year in which Executive’s employment is terminated, a pro-rata bonus equal to the Termination Date occurs. Notwithstanding amount Executive would have received if Executive’s employment had continued (without any other provision contained herein, all payments made discretionary cutback) multiplied by a fraction where the numerator is the number of days in connection with each respective bonus period prior to Executive’s termination and the Executive's Disability shall be provided denominator is the number of days in a manner which is consistent with federal and state law.
the bonus period (c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period“Prorated Bonus”); provided, however, that at the time of death or Disability Termination, Executive is on pace to achieve the performance milestones necessary to be eligible for such bonus.
(iv) the Executive will continue to participate in the event that performance bonus plan, in accordance with the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account terms of the Executive's inability plan until such plan has expired.
(v) Upon completion of the appropriate COBRA forms, and subject to perform such duties due to a mental or physical incapacity which isall the requirements of COBRA, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to may continue Executive’s (and that of his family’s) participation in the existence Company’s health insurance plan through eighteen (18) months following the effective date of such termination, at Company’s cost (except for Executive’s portion of the Executive's Disability as premium,, if any, which shall be deducted from the payments to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable is otherwise entitled), to the Executive. The determination of Disability made in writing same extent that such insurance is provided to the Company and the Executive shall be final and conclusive for all purposes of this Agreementpersons currently employed by Company.
Appears in 1 contract
Sources: Executive Employment Agreement (Troika Media Group, Inc.)
Death or Disability. (a) The Executive's Employee’s employment hereunder shall terminate automatically on the Executive's death during the Employment Term, and by the Company shall immediately terminate upon Employee’s death and, at the Company’s option, may terminate upon the Executive's employment on account of the Executive's Employee’s Disability.
(b) If the Executive's employment is terminated during the Employment Term on account of the Executive's death or Disability, the Executive (or the Executive's estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
(i) the Accrued Amounts; and
(ii) a lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "“Disability" ” shall mean occur if (i) Employee becomes eligible for full benefits under a long-term disability policy provided by the Executive's inabilityCompany, if any, or (ii) the Company’s board of directors determines that the Employee has been unable, due to physical or mental illness or incapacity, to perform the essential functions duties of the Executive's job, his employment with reasonable accommodation for a continuous period of sixty (60) days or for an aggregate of ninety (90) days during any consecutive daystwelve (12) months. Upon termination of employment due to death or Disability, the Company shall have no further obligation to make payments under this Agreement, other than (i) compensation payments, payments in respect of accrued but unpaid vacation and reimbursement for business expenses, in each case due, accrued or one hundred twenty payable as of the date of Employee’s death or Disability; (120ii) days out Incentive Compensation and Credit (pursuant to Paragraphs 3(b) and 5 of the Agreement) in connection with any three hundred sixty-five Division Projects put into development by Division prior to Employee’s termination and (365iii) day period; providedsuch vested and retirement benefits as Employee may be entitled to under any employee benefit or pension plan, howeverprovided that the terms of such plan provide that Employee shall be permitted to retain the benefit thereof under such circumstances. In the event of Employee’s Disability, Employee will not be entitled to receive all or any part of the Severance Payment. Notwithstanding the foregoing, in the event that of Employee’s death, Company shall pay Employee’s estate the Company temporarily replaces balance of Employee’s then current base salary for the Executive, or transfers the Executive's duties or responsibilities to another individual on account remainder of the Executive's inability Term. Employee waives any right under the Americans with Disabilities Act to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then challenge the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes legality of this Agreementprovision and any bona fide termination based on it.
Appears in 1 contract
Sources: Employment Agreement (World Wrestling Entertainmentinc)
Death or Disability. (a) The Executive's If the Employee’s employment hereunder shall terminate automatically on the Executive's death during the Employment Term, and with the Company may terminate terminates due to the Executive's employment on account of Employee’s death pursuant to Section 5(A) or due to the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account of the Executive's death or DisabilityEmployee’s disability pursuant to Section 5(B), the Executive (or the Executive's estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
(i) the Accrued Amounts; and
(ii) a lump sum payment equal Company will pay to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, howeverEmployee or, in the event of the Employee’s death, such person as the Employee shall designate in a notice filed with the Company or, if no such person is designated, to the Employee’s estate, (i) within 45 days of said termination (or such earlier date as may be required by applicable law), a lump sum amount equal to the Employee’s accrued and unpaid Base Salary; (ii) any earned but unpaid performance bonus pursuant to Section 3(B) for a previous year and any Additional Bonus that has been earned on a performance basis and is payable based only on continued service by the Employee, any such bonus(es) to be paid when such bonus would otherwise be paid (an “Earned Bonus”); (iii) a prorated performance bonus, based on actual results for such year (determined by multiplying the amount of such bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or Employee is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated employed by the Company and the Executive shall not be able denominator of which is 365) and payable at the same time bonuses for such year are paid to resign with Good Reason as a result thereof. Any question as to the existence other senior executives of the Executive's Disability as to Company (a “Prorated Performance Bonus”), (iv) a prorated Additional Bonus, based on actual results for such year (determined by multiplying the amount of such bonus which would be due for the Executive and the Company cannot agree shall be determined in writing full fiscal year by a qualified independent physician selected fraction, the numerator of which is the number of days during the fiscal year of termination that the Employee is employed by the Company and reasonably acceptable the denominator of which is 365) and payable at the same time the Additional Bonus for such year would otherwise be paid in accordance with Section 3(C) (a “Prorated Additional Bonus”); and (v) any payments to which the Employee’s spouse, beneficiaries, or estate may be entitled under any applicable employee benefit plan (according to the Executiveterms of such plans and policies). The determination If the Employee or his estate has signed and returned (and has not revoked) a severance agreement and general release of Disability made claims in writing to substantially the form annexed hereto as Exhibit F (such an agreement and release, the “Release”) by the sixtieth (60th) day following the Employee’s date of termination, the Company will pay the Employee or his estate on a monthly basis an additional amount equal to all COBRA premium payments paid by Employee or his estate for continuation of healthcare coverage during the 18-month period following the Employee’s date of termination; provided that no payments hereunder shall be made until the 60th day following the Employee’s date of termination (with the first payment including all amounts that would otherwise have been made prior to such date) and payments hereunder shall not be made, and the Executive Employee and his estate shall be final and conclusive for all purposes of this Agreementforfeit any right to such payments, if the Employee or his estate revokes, or attempts to revoke, the Release.
Appears in 1 contract
Death or Disability. (a) The Executive's ’s employment hereunder shall be deemed to terminate automatically on the date of Executive's death during the Employment Term’s death, and the Company may by written notice to Executive terminate the Executive's ’s employment on account of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account her Total Disability effective as of the Executive's date of such notice. For purposes hereof, Executive shall be deemed to experience a “Total Disability” if Executive either: is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under any group disability or accident and health plan covering Executive. In the event of any dispute under this Section 7(a), Executive shall submit to al physical examination by a licensed physician mutually satisfactory to the Company and Executive, the cost of such examination to be paid by the Company, and the determination of such physician shall be determinative. In the case of a Total Disability, until the Company shall have terminated Executive’s employment hereunder in accordance with the foregoing, Executive (or the Executive's estate and/or beneficiaries, as the case may be) shall be entitled to receive compensation provided for herein notwithstanding any such Total Disability. In the followingevent of the termination of Executive’s employment on account of her death or Total Disability, neither Executive nor her personal representative will have any rights or claims against the Company under this Agreement except as follows:
(i) Executive (or her estate or representative, as applicable) shall be paid (A) any unpaid portion of her Base Salary computed on a pro rata basis through the Accrued Amountsdate of her termination and (B) any unreimbursed expenses;
(ii) All other of Executive's accrued but unpaid rights shall be as determined under any incentive compensation, stock option, retirement, employee welfare or other employee benefits plan or program of the Company in which Executive is then participating at the time of her termination; and
(iiiii) in the case of Executive’s Total Disability only, (A) the Company shall continue Executive’s medical benefits coverage existing at the time of her termination for as long as permissible under the Company’s health benefits policies (not to exceed 60 days) and the Company further agrees to pay Executive’s COBRA premiums for twelve months thereafter, with such premiums to provide for coverage at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of Executive, but excluding any applicable tax consequences for Executive) as in effect for Executive at the time of termination, and (B) Executive shall further receive a lump lump-sum payment payment, within 30 days after the effective date of termination, equal to the Annual Bonus, if any, aggregate amount of Executive’s Base Salary as in effect immediately prior to such termination that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) over a period of twelve months following the end effective date of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state lawsuch termination.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Inovio Pharmaceuticals, Inc.)
Death or Disability. (a) The Executive's ’s employment hereunder shall terminate automatically on the Executive's ’s death during the Employment Term, and the Company may terminate the Executive's ’s employment on account of the Executive's ’s Disability.
(b) If the Executive's ’s employment is terminated during the Employment Term on account of the Executive's ’s death or Disability, the Executive (or the Executive's ’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the Accrued Amounts and subject to the Executive’s compliance with Section 6, Section 7, Section 8, and Section 9 of this Agreement and the Executive’s (or the Executive’s estate and/or beneficiaries, as the case may be) execution of a Release and such Release becoming effective within the Release Execution Period, the Executive (or the Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
(i) the Accrued Amounts; and
(ii) a lump sum payment equal to fifty percent (50%) of the Annual Bonusannual bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's ’s similarly situated executives, but in no event later than two two-and-a-half (22½) months following the end of the fiscal year in which the Termination Date occurs; and
(ii) all vested stock awards (other than the Earned Equity Awards) shall remain exercisable through two years from the Termination Date (subject to earlier termination (A) in connection with a recapitalization or similar transaction pursuant to the Company’s equity incentive plans governing such equity awards or (B) the contractual term of any equity award).
(iii) the vesting and/or exercisability of any outstanding unvested portions of the Earned Equity Awards shall be automatically accelerated so as to be immediately vested and exercisable (with any performance-based awards vesting at maximum performance) as of the Termination Date, or such later date of settlement as may be required by Section 409A and all Earned Equity Awards (whether vested or unvested as of the Termination Date) shall remain exercisable through the contractual term of such Earned Equity Awards. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's ’s Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "“Disability" ” shall mean a condition that entitles the Executive to receive long-term disability benefits under the Company’s long-term disability plan, or if there is no such plan, the Executive's ’s inability, due to physical or mental incapacity, to perform the essential functions of the Executive's ’s job, with or without reasonable accommodation, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the period or ninety (90) consecutive days. The existence of Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment ’s Disability shall not be deemed terminated determined by the Company and on the Executive shall not be able to resign with Good Reason as advice of a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected chosen by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to , and the Company and reserves the right to have the Executive shall be final and conclusive for all purposes of this Agreementexamined by such physician at the Company’s expense.
Appears in 1 contract
Death or Disability. This Agreement will terminate automatically on Executive’s death. Any compensation or other amounts due to Executive for services rendered prior to his death shall be paid to Executive’s surviving spouse, or if Executive does not leave a surviving spouse, to Executive’s estate. If Executive is receiving Severance Benefits or is entitled to payment of an MIP award pursuant to Section 3 at the time of his death, then any unpaid Base Salary component of Executive’s Severance Benefits and MIP award shall be paid to Executive’s surviving spouse, or if Executive does not leave a surviving spouse, to Executive’s estate, for the balance of the Severance Period (aas defined in Section 8) remaining at the time of Executive’s death. In addition, if, at the time of his death, Executive is receiving Severance Benefits that include the continuation of health, medical, dental, vision or pharmaceutical insurance benefits (as described in Section 8), and Executive’s surviving spouse and/or family member(s) The is covered by such health, medical, dental, vision or pharmaceutical insurance benefits through Rural/Metro at the time of Executive's ’s death, then such coverage of Executive’s surviving spouse and/or family member(s) shall continue throughout the balance of the Severance Period. No other benefits shall be payable to Executive’s heirs pursuant to this Agreement, but amounts may be payable pursuant to any life insurance or other benefit plans maintained by Rural/Metro. In the event Executive becomes “Disabled,” Executive’s employment hereunder and Rural/Metro’s obligation to pay Executive’s Base Salary (less any amounts payable to Executive pursuant to any long-term disability insurance policy paid for by Rural/Metro) shall continue for a period of six (6) months from the date as of which Executive is determined to have become Disabled, at which point, Executive’s employment hereunder shall terminate automatically on the Executive's death during the Employment Term, cease and the Company may terminate the Executive's employment on account of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account of the Executive's death or Disability, the terminate. Executive (or the Executive's estate and/or beneficiaries, as the case may be) shall be entitled considered “Disabled” or to receive the following:
(i) the Accrued Amounts; and
(ii) be suffering from a lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned “Disability” for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this AgreementSection 7 if Executive is unable, "Disability" shall mean after any reasonable accommodations required by the Executive's inability, due to physical Americans with Disabilities Act or mental incapacityother applicable law, to perform the essential functions of his position because of a physical or mental impairment. In the Executive's job, for ninety absence of agreement between Rural/Metro and Executive as to whether Executive is Disabled or suffering from a Disability (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the date as of which Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree became Disabled), such determinations shall be determined in writing made by a qualified independent licensed physician selected by Rural/Metro. If a licensed physician selected by Executive disagrees with the Company and reasonably acceptable to determination of the Executivephysician selected by Rural/Metro, the two physicians shall select a third physician. The determination decision of the third physician concerning whether Executive is Disabled or suffering from a Disability made in writing to the Company (and the date as of which Executive became Disabled) shall be final binding and conclusive for on all purposes of this Agreementinterested parties.
Appears in 1 contract
Death or Disability. (a) The Executive's employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate automatically on upon the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account or disability of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account . For purposes of the Executive's death or Disabilitythis Section 6(a), the Executive (or the Executive's estate and/or beneficiaries, as the case may be) “disability” shall be entitled to receive the following:
mean (i) the Accrued AmountsExecutive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; and
(ii) a lump sum payment equal to the Annual BonusExecutive is, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement by reason of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to medically determinable physical or mental incapacityimpairment that can be expected to result in death, to perform the essential functions or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Executive's job, for ninety Company; or (90iii) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities Executive is determined to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated totally disabled by the Company and the Executive shall not be able to resign with Good Reason as a result thereofSocial Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive's Disability ’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to the Executive or his personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination; (ii) an amount equal to 12 months’ Base Salary (iii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iv) any earned but unpaid bonuses for any prior period and his annual bonus prorated to date of termination (to the extent the Board has set a formula and it can be calculated); and (v) all stock options, restricted stock and restricted stock units previously granted to the Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits (except perquisites) to which the Executive and the Company cannot agree may be entitled pursuant to Section 5(b) shall continue to be determined in writing by a qualified independent physician selected paid or provided by the Company and reasonably acceptable Company, as the case may be, for one year, subject to the Executive. The determination terms of Disability made in writing to the Company any applicable plan or insurance contract and the Executive shall be final and conclusive for all purposes of this Agreementapplicable law.
Appears in 1 contract
Sources: Employment Agreement (Options Media Group Holdings, Inc.)
Death or Disability. If you die while employed or your termination of ------------------- employment is due to your becoming "disabled" (as defined below), you or your estate will be entitled to the following:
(a) The ExecutiveAll restrictions on any outstanding restricted stock grant will immediately lapse and your outstanding stock option grants will continue to vest in accordance with the vesting schedule described in your stock option agreements. For purposes of determining your rights (or your beneficiary's employment hereunder shall terminate automatically on rights) under this Section 8 to exercise your stock options, SARs or other equity-based awards under the Executive's death during the Employment Term1990 Unisys Long-Term Incentive Plan after your termination due to disability or your death, you will be deemed to have completed at least five years of service and the Company may terminate the Executive's to have terminated employment on account of the Executive's Disability.your Normal Retirement Date as defined therein;
(b) If termination of employment or death occurs prior to the Executive's EVC payout date for the previous EVC award year, you will be eligible to receive an EVC award for such previous award year determined under Section 2 as if you had continued to be employed through the EVC payout date, such payment to be made at the same time that such EVC payment would have been made had you continued to be employed, and an EVC payment for the year in which you terminate employment is terminated during in an amount equal to a pro rata portion, based on the Employment Term on account period of service rendered in such year, of the Executive's EVC amount paid for the previous year, payable as soon as practicable after your death or Disabilityyour termination of employment;
(c) Any benefits available under the retirement, welfare, incentive, fringe benefit, deferred compensation and perquisite programs generally available to executive officers upon disability or death or under the Executive terms of this Agreement; and
(or d) Any benefits available under Section 5, provided, however, that if your termination is due to disability, you will continue to accrue service for purposes of calculating your benefit under Section 5 until the Executive's estate and/or beneficiaries, as the case may be) shall be entitled earlier to receive the following:
occur of (i) the Accrued Amounts; and
date on which your disability ends or (ii) a lump sum payment equal the date on which you commence receipt of benefits under the EOPP as modified by Section 5. You will be considered "disabled" if you are determined to be eligible to receive benefits for Total Disability under the Supplemental LTD Policy in accordance with the procedures of the Supplemental LTD Policy. If you become disabled, you will be entitled to the Annual Bonus, if any, that the Executive would have earned for the fiscal year benefits described in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but this Section 8 and not those described in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state lawSection 9.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Unisys Corp)
Death or Disability. (aIf Executive’s employment terminates under Paragraph 7(a) The Executive's employment hereunder shall terminate automatically on the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account of the Executive's Disability.
or (b) If ), Executive, or Executive’s estate, if applicable, shall receive the Accrued Obligations and any vested benefits Executive's employment is terminated during the Employment Term on account of the , or Executive's death ’s estate, may be entitled to receive under any Company disability or Disability, the insurance plan or other applicable employee benefit plan. Executive (or the Executive's estate and/or beneficiaries’s estate, as the case may be) , also shall be entitled to receive the following:
, provided that (i) Executive or Executive’s estate, if applicable, has timely executed (and not revoked) a general release and waiver of all claims in a form acceptable to the Accrued Amounts; and
Company and substantially similar to Exhibit B hereto (“General Release”) and (ii) a any period of revocation applicable to such General Release has passed: (i) A single lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive daysdays of Executive’s Base Salary as in effect on the date of Executive’s death or Disability; (ii) Any incentive compensation earned, or one hundred twenty (120) days out in accordance with the applicable terms and conditions of any three hundred sixty-five (365) day period; provided, howeverthe Incentive Plan, in the event calendar year prior to termination of employment that has not been paid to Executive; and (iii) With respect to any Incentive Plan with annual objectives, a single lump sum cash payment in an amount equal to a prorated portion (based on the Company temporarily replaces number of calendar days that have elapsed during the Executive, or transfers the Executive's duties or responsibilities to another individual on account year) of the payment to which Executive would be entitled under the Incentive Plan (had Executive's inability ’s death or Disability not occurred) for the calendar year in which Executive died or became Disabled. The payment to perform such duties due which Executive or Executive’s estate is entitled pursuant to a mental paragraph (i) will be paid within thirty (30) days of Executive’s death or physical incapacity which is, or is reasonably expected to become, a the effective date of Executive’s Disability, then as the Executive's employment case may be. The payments to which Executive is entitled pursuant to paragraphs (ii) and (iii) shall not be deemed terminated by made within the Company and time period described in the Executive shall not applicable Incentive Plan. In no event will the payments due pursuant to paragraphs (i) or (ii) be able to resign with Good Reason as a result thereof. Any question as to the existence made later than March 15 of the year following the year in which Executive dies or the effective date of Executive's ’s Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementoccurs.
Appears in 1 contract
Sources: Executive Employment Agreement (Insight Enterprises Inc)
Death or Disability. (a) The Executive's employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate automatically on upon the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account or disability of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account . For purposes of the Executive's death or Disabilitythis Section 6(a), the Executive (or the Executive's estate and/or beneficiaries, as the case may be) “disability” shall be entitled to receive the following:
mean (i) the Accrued AmountsExecutive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; and
(ii) a lump sum payment equal to the Annual BonusExecutive is, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement by reason of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to medically determinable physical or mental incapacityimpairment that can be expected to result in death, to perform the essential functions or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Executive's job, for ninety Company; or (90iii) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities Executive is determined to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated totally disabled by the Company and the Executive shall not be able to resign with Good Reason as a result thereofSocial Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive's Disability ’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event that Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to the Executive or his personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination; (ii) an amount equal to 12 months’ Base Salary; (iii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iv) any earned but unpaid bonuses for any prior period and his annual bonus prorated to date of termination (to the extent the Board has set a formula and it can be calculated); and (v) all stock options, restricted stock and restricted stock units previously granted to the Executive shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to one year from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, the Executive shall receive any benefits (except perquisites) to which the Executive and the Company cannot agree may be entitled pursuant to Section 5(b) shall continue to be determined in writing by a qualified independent physician selected paid or provided by the Company and reasonably acceptable Company, as the case may be, for one year, subject to the Executive. The determination terms of Disability made in writing to the Company any applicable plan or insurance contract and the Executive shall be final and conclusive for all purposes of this Agreementapplicable law.
Appears in 1 contract
Sources: Employment Agreement (Options Media Group Holdings, Inc.)
Death or Disability. (a) The Executive's employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate automatically on upon the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account or disability of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account . For purposes of the Executive's death or Disabilitythis Section 6(a), the Executive (or the Executive's estate and/or beneficiaries, as the case may be) “disability” shall be entitled to receive the following:
mean (i) the Accrued AmountsExecutive is unable to substantially engage in the Executive’s Duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; and
(ii) a lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement is, by reason of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to medically determinable physical or mental incapacityimpairment that can be expected to result in death, to perform the essential functions or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Executive's job, for ninety Company or the Parent; or (90iii) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities Executive is determined to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated totally disabled by the Company and the Executive shall not be able to resign with Good Reason as a result thereofSocial Security Administration. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree a disability shall be determined in writing by a qualified independent physician selected by the written opinion of the Executive’s regularly attending physician (or the Executive’s guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by reason of the Executive’s death or disability, the Company and reasonably acceptable shall pay the following to the Executive or the Executive’s personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement and any accrued but unused paid-time-off (the “Accrued Payments”), and (ii) any earned but unpaid Annual Bonus for any prior period and the Annual Bonus for the year of such termination, prorated to the date of termination (determined based on actual performance for such year and payable when bonuses are paid to all Company executives for such year). The determination Executive or the Executive’s legally appointed guardian, as the case may be, shall have up to 12 months from the date of Disability made in writing termination to the Company and exercise all vested stock options held by the Executive as of the date of termination, provided that in no event shall any option be final and conclusive for all purposes of this Agreementexercisable beyond its term. The Executive (or the Executive’s estate) shall receive the payments provided herein at such times as the Executive would have received them if there was no death or disability.
Appears in 1 contract
Death or Disability. (a) The Executive's employment hereunder Except as provided in this subsection 7(a), no salary or benefits shall terminate automatically on be payable under this Agreement following the Executive's death during date of your death. In the Employment Termevent of your death, any Base Salary earned by you up to the date of your death, as well as any unreimbursed expenses or Gross-up Payment, shall be paid to your estate or named beneficiary within a reasonable time following your death. In addition, the title to (i) such restricted common stock granted pursuant to subsection 3(c) hereof, and (ii) any other restricted common stock not governed by a conflicting agreement or performance requirements (including the Company may terminate restricted stock granted pursuant to subsection 3(d) hereof), the Executive's vesting of which is contingent upon continued employment on account of with the Executive's DisabilityCompany, shall immediately pass to your estate or named beneficiary.
(b) If the Executive's employment is terminated during the Employment Term on account term of your employment, you become so disabled or incapacitated by reason of any physical or mental illness or any substance or chemical dependency which renders you unable to perform the services required of you pursuant to your employment for a continuous period of three (3) months, then, at the option of the Executive's death or DisabilityBoard, your employment will terminate at the Executive end of such three (or the Executive's estate and/or beneficiaries3) month period, as the case may be) shall be entitled to receive the following:
provided that (i) the Accrued Amounts; and
Board exercises reasonable efforts to accommodate such disability in accordance with the American with Disabilities Act, and (ii) a lump sum payment equal during such period of disability, incapacity or incapacity, you will be paid your Base Salary and expenses otherwise payable to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state lawyou.
(c) For purposes In the event of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's jobyour death, for ninety a period of twelve (9012) consecutive days, months from the date of death the Company will pay for COBRA benefits (or one hundred twenty (120the equivalent) days out for your surviving spouse and dependents covered by the Company’s group health plan at the time of any three hundred sixty-five (365) day period; provided, however, in your death. In the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual of your termination on account of disability, for a period of twelve (12) months from the Executive's inability to perform such duties due to a mental date of termination the Company will pay for COBRA benefits or physical incapacity which isthe equivalent for you, or is reasonably expected to becomeyour spouse, a Disability, then the Executive's employment shall not be deemed terminated and your dependents covered by the Company and Company’s group health plan at the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence time of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementtermination.
Appears in 1 contract
Sources: Employment Agreement (Hypercom Corp)
Death or Disability. (a) The Executive's employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate automatically on upon the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account or disability of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account . For purposes of the Executive's death or Disabilitythis Section 6(a), the Executive (or the Executive's estate and/or beneficiaries, as the case may be) “disability” shall be entitled to receive the following:
mean (i) the Accrued AmountsExecutive is unable to engage in his customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; and
(ii) a lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement is, by reason of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to medically determinable physical or mental incapacityimpairment that can be expected to result in death, to perform the essential functions or last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Executive's job, for ninety Company; or (90iii) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities Executive is determined to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated totally disabled by the Company and the Executive shall not be able to resign with Good Reason as a result thereofSocial Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive's Disability ’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to the Executive or his personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any earned but unpaid bonuses for any prior period and his annual bonus prorated to date of termination (to the extent the Board of Directors has set a formula and it can be calculated), and (v) all equity awards previously granted to the Executive under the Plan or similar plan shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to two years from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times as he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, any benefits (except perquisites) to which the Executive and the Company cannot agree may be entitled pursuant to Section 5(b) hereof shall continue to be determined in writing by a qualified independent physician selected paid or provided by the Company and reasonably acceptable Company, as the case may be, for one year, subject to the Executiveterms of any applicable plan or insurance contract and applicable law, provided that such benefits are exempt from Section 409A of the Code by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. The determination In the event all or a portion of Disability made in writing the benefits to which the Company and Executive was entitled pursuant to Section 5(b) hereof are subject to 409A of the Code, the Executive shall not be final and conclusive for all purposes entitled to the benefits that are subject to Section 409A of this Agreementthe Code subsequent to the “applicable 2½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).
Appears in 1 contract
Sources: Employment Agreement (Enviro Technologies U.S., Inc.)
Death or Disability. (a) The Executive's employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate automatically on upon the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account or disability of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account . For purposes of the Executive's death or Disabilitythis Section 6(a), the Executive (or the Executive's estate and/or beneficiaries, as the case may be) “disability” shall be entitled to receive the following:
mean (i) the Accrued AmountsExecutive is unable to engage in his customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; and
(ii) a lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement is, by reason of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to medically determinable physical or mental incapacityimpairment that can be expected to result in death, to perform the essential functions or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Executive's job, for ninety Company; or (90iii) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities Executive is determined to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated totally disabled by the Company and the Executive shall not be able to resign with Good Reason as a result thereofSocial Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive's Disability ’s regularly attending physician (or his guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to the Executive or his personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) an amount equal to six months of Base Salary, (iii) any accrued but unpaid expenses required to be reimbursed under this Agreement, (iv) any earned but unpaid bonuses for any prior period and his annual bonus prorated to date of termination (to the extent the Compensation Committee has set a formula and it can be calculated), and (v) all equity awards previously granted to the Executive under the Incentive Plan or similar plan shall thereupon become fully vested, and the Executive or his legally appointed guardian, as the case may be, shall have up to two years from the date of termination to exercise all such previously granted options (including the options granted pursuant to Section 4(c)), provided that in no event shall any option be exercisable beyond its term. The Executive (or his estate) shall receive the payments provided herein at such times as he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, any benefits (except perquisites) to which the Executive and the Company cannot agree may be entitled pursuant to Section 5(b) hereof shall continue to be determined in writing by a qualified independent physician selected paid or provided by the Company and reasonably acceptable Company, as the case may be, for one year, subject to the Executiveterms of any applicable plan or insurance contract and applicable law provided that such benefits are exempt from Section 409A of the Code by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. The determination In the event all or a portion of Disability made in writing the benefits to which the Company and Executive was entitled pursuant to Section 5(b) hereof are subject to 409A of the Code, the Executive shall not be final and conclusive for all purposes entitled to the benefits that are subject to Section 409A of this Agreementthe Code subsequent to the “applicable 2 ½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).
Appears in 1 contract
Death or Disability. (a) The Executive's employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate automatically on upon the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account or disability of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account . For purposes of the Executive's death or Disabilitythis Section 6(a), the Executive (or the Executive's estate and/or beneficiaries, as the case may be) “disability” shall be entitled to receive the following:
mean (i) the Accrued AmountsExecutive is unable to engage in her customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; and
(ii) a lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement is, by reason of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to medically determinable physical or mental incapacity, impairment that can be expected to perform the essential functions of the Executive's job, for ninety (90) consecutive daysresult in death, or one hundred twenty last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of White River; or (120iii) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities Executive is determined to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated totally disabled by the Company and the Executive shall not be able to resign with Good Reason as a result thereofSocial Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive's Disability ’s regularly attending physician (or her guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by reason of Executive’s death or disability, White River shall pay the following to the Executive or her personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) accrued but unpaid expenses required to be reimbursed under this Agreement, (iii) any earned but unpaid bonuses for any prior period and her annual bonus prorated to date of termination (to the extent the Parent’s Compensation Committee has set a formula and it can be calculated), and (v) all equity awards previously granted to the Executive shall thereupon become fully vested. The Executive (or her estate) shall receive the payments provided herein at such times as he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, any benefits (except perquisites) to which the Executive and may be entitled pursuant to Section 5(b) hereof shall continue to be paid or provided by White River, as the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable case may be, for one year, subject to the Executiveterms of any applicable plan or insurance contract and applicable law provided that such benefits are exempt from Section 409A of the Code by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. The determination In the event all or a portion of Disability made in writing the benefits to which the Company and Executive was entitled pursuant to Section 5(b) hereof are subject to 409A of the Code, the Executive shall not be final and conclusive for all purposes entitled to the benefits that are subject to Section 409A of this Agreementthe Code subsequent to the “applicable 2 ½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).
Appears in 1 contract
Death or Disability. The Employee’s employment will terminate (ax) The Executive's immediately upon the death of the Employee during the term of her employment hereunder shall terminate automatically on or (y) at the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account option of the Executive's Disability.
Company, upon thirty (b30) If days’ prior written notice to the Executive's employment is terminated during Employee, in the Employment Term on account event of the Executive's death or Disability, the Executive (or the Executive's estate and/or beneficiariesEmployee’s disability. The Employee shall not be deemed disabled unless, as the case may be) shall be entitled to receive the following:
(i) the Accrued Amounts; and
(ii) a lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end result of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, Employee’s incapacity due to physical or mental incapacityillness (as determined by a physician selected by the Employer or its insurers and reasonably acceptable to the Employee or her representative), the Employee shall have been absent from and unable to perform her duties with the essential functions of the Executive's job, Company on a full-time bases for ninety (90) consecutive days, or one hundred twenty (120) days out consecutive business days. In the event of termination of the Employee’s employment pursuant to this Section 6(a):
(1) The Company shall immediately pay the Employee any three hundred sixty-five portion of the Employee’s Base Salary accrued but unpaid through the date of such termination and all payments and reimbursements under Section 5 hereof for expenses incurred prior to such termination. Six (3656) day period; providedmonths after the date of termination, however, the Company will make a lump sum cash payment equal to the Employee’s Base Salary and a prorated annual bonus for the year of termination equal to Sixty percent (60%) of the amount calculated by dividing the Employee’s annual Base Salary at the date of such termination by twelve (12) and multiplying the result by the number of months in the event year of such termination that began or ended prior to the date of such termination. If the Company temporarily replaces achieves target performance objectives for the Executiveentire year in which such termination occurs that, under the Executive Bonus Plan or transfers any other then effective bonus plan, would have entitled the Executive's duties Employee to receive an annual bonus for such year calculated at a percent greater than Sixty percent (60%) of Base Salary, the Employee or responsibilities her estate shall be entitled to another individual on account receive, at the time such bonus would have normally been payable or six (6) months after the termination of the Executive's inability employment (whichever later occurs), an additional amount equal to perform (x) such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated larger bonus amount divided by twelve (12) and multiplied by the Company and number of months in the Executive shall not be able to resign with Good Reason as a result thereof. Any question as year of such termination that began or ended prior to the existence date of such termination minus (y) the Executive's Disability as amount previously paid pursuant to which the Executive and the Company cannot agree preceding sentence.
(2) The Employee shall be determined in writing by a qualified independent physician selected by entitled to receive all vested benefits under the Company Company’s otherwise applicable plans and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementprograms.
Appears in 1 contract
Death or Disability. (a) The Executive's employment hereunder Except as otherwise provided in this Agreement, this Agreement shall automatically terminate automatically on upon the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account or disability of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account . For purposes of the Executive's death or Disabilitythis Section 6(a), the Executive (or the Executive's estate and/or beneficiaries, as the case may be) “disability” shall be entitled to receive the following:
mean (i) the Accrued AmountsExecutive is unable to engage in her customary duties by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; and
(ii) a lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement is, by reason of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to medically determinable physical or mental incapacityimpairment that can be expected to result in death, to perform the essential functions or last for continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Executive's job, for ninety Company; or (90iii) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities Executive is determined to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated totally disabled by the Company and the Executive shall not be able to resign with Good Reason as a result thereofSocial Security Administration. Any question as to the existence of a disability shall be determined by the written opinion of the Executive's Disability ’s regularly attending physician (or her guardian) (or the Social Security Administration, where applicable). In the event that the Executive’s employment is terminated by reason of Executive’s death or disability, the Company shall pay the following to the Executive or her personal representative: (i) any accrued but unpaid Base Salary for services rendered to the date of termination, (ii) accrued but unpaid expenses required to be reimbursed under this Agreement, and (iii) all equity awards previously granted to the Executive under the Incentive Plan or similar plan shall thereupon become fully vested, and the Executive or her legally appointed guardian, as the case may be, shall have up to two years from the date of termination to exercise all such previously granted options, provided that in no event shall any option be exercisable beyond its term. The Executive (or her estate) shall receive the payments provided herein at such times as he would have received them if there was no death or disability. Additionally, if the Executive’s employment is terminated because of disability, any benefits (except perquisites) to which the Executive and the Company cannot agree may be entitled pursuant to Section 5(b) hereof shall continue to be determined in writing by a qualified independent physician selected paid or provided by the Company and reasonably acceptable Company, as the case may be, for one year, subject to the Executiveterms of any applicable plan or insurance contract and applicable law provided that such benefits are exempt from Section 409A of the Code by reason of Treasury Regulation 1.409A-1(a)(5) or otherwise. The determination In the event all or a portion of Disability made in writing the benefits to which the Company and Executive was entitled pursuant to Section 5(b) hereof are subject to 409A of the Code, the Executive shall not be final and conclusive for all purposes entitled to the benefits that are subject to Section 409A of this Agreementthe Code subsequent to the “applicable 2 ½ month period” (as such term is defined under Treasury Regulation Section 1.409A-1(b)(4)(i)(A)).
Appears in 1 contract
Death or Disability. (a) The Executive's ’s employment hereunder shall will terminate automatically on the upon Executive's ’s death during the Employment Term, and the Company may terminate the Executive's ’s employment on account of Executive’s Disability. In the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account event of the Executive's death or Disabilitysuch termination, the Executive (or the Executive's ’s estate and/or beneficiaries, as applicable) will be entitled to receive the Accrued Amounts and— in the case may be) shall of Executive’s Disability, subject to Executive’s compliance with Section 5, Section 6 and Section 7 of this Agreement and meeting the Release Requirement—Executive will be entitled to receive the following:
(i) Subject to Executive’s or the Accrued AmountsExecutive’s beneficiaries’ timely election to continue benefits under COBRA, Company will reimburse Executive or her beneficiaries for the difference between the monthly COBRA premium paid by Executive for Executive and Executive’s dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to Executive or her beneficiaries on the tenth day of the month immediately following the month in which Executive or her beneficiaries timely remits the premium payment. Executive or her beneficiaries will be eligible to receive such reimbursement until the earliest of: (i) the 12-month anniversary of the Termination Date; and(ii) the date Executive is no longer eligible to receive COBRA coverage; and (iii) the date on which Executive becomes eligible to receive substantially similar coverage from another employer.
(ii) a lump sum payment equal to The treatment of any outstanding equity awards will be determined in accordance with the Annual Bonusterms of the applicable Equity Documents; provided that notwithstanding the terms of such Equity Documents, if anyall outstanding unvested stock unit options, stock appreciation rights, restricted stock units, restricted stock, and any other equity-based compensation awards that the Executive would have earned for vested during the fiscal one-year in which period following the Termination Date occurs shall become fully vested as of the Termination Date. For purposes of the foregoing, any performance-based on the achievement of applicable performance goals for such year, which awards shall be payable on the date that annual bonuses are paid deemed to the Company's similarly situated executives, but in no event later than two (2) months following the end vest at target as of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state lawDate.
(cb) For purposes of this Agreement, "“Disability" shall ” will mean the Executive is entitled to receive long-term disability benefits under Company’s long-term disability plan, or if there is no such plan, Executive's ’s inability, due to physical or mental incapacity, to substantially perform the essential functions of the Executive's job, ’s duties and responsibilities under this Agreement for ninety (90) consecutive days, or one hundred twenty (120) 180 days out of any three hundred sixty365-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement120 consecutive days.
Appears in 1 contract
Sources: Employment Agreement (Workiva Inc)
Death or Disability. (a) The In the event of Executive's employment hereunder death, the Company and/or the Bank shall terminate automatically on pay to Executive's designated beneficiary, or, if Executive has failed to designate a beneficiary, to his estate, an amount equal to the Executive's death during minimum annual base salary pursuant to Section 3 hereof. Payment shall be made in twelve equal installments. Such compensation shall be in lieu of any other benefits provided hereunder, except that (i) in the Employment Term, and event of a change in control of the Company may terminate the as defined herein, Executive's employment on account of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account of the Executive's death designated beneficiary or Disability, the Executive (or the Executive's estate and/or beneficiarieshis estate, as the case may be) , shall be entitled to receive the following:
(ibenefits of Section l0(b) the Accrued Amounts; and
hereof, and (ii) a lump sum payment any benefit payable pursuant to Section 3 shall be prorated and made available to Executive in respect of any period prior to his death. The Company may maintain insurance on its behalf to satisfy in whole or in part the obligations of the Section 8. In the event of Executive's disability, as hereinafter defined, the Company and/or Bank shall pay to Executive an amount equal to the Annual Bonusdifference, if any, that between Executive's minimum annual base salary pursuant to Section 3 hereof and any payments which Executive is entitled to receive under the Executive would have earned long-term disability insurance policy which the Company presently maintains for the fiscal year in which benefit of Executive. Payments by the Termination Date occurs based on Company or the achievement of applicable performance goals for such yearBank hereunder, which if any, shall be payable on made in equal installments as provided in Section 3 throughout what would otherwise be the date that annual bonuses are paid remaining term of employment hereunder. Executive shall be entitled to the Company's similarly situated executivesdisability benefits provided by this Section if, but in no event later than two (2) months following the end by reason of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacityimpairment, he is incapable of performing his duties hereunder. Any dispute regarding the existence, the extent or the continuance of Executive's disability shall be resolved by the determination of a duly licensed and practicing physician selected by and mutually agreeable to perform both the essential functions Board of Directors of the Bank and Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in if Executive officially establishes his eligibility to receive Social Security Disability benefits or is deemed disabled under the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account terms and conditions of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then disability insurance policy carried on the Executive's employment shall not be deemed terminated Executive by the Company and or the Bank, he shall be deemed to be disabled as provided herein without further proof. Executive shall not make himself available for and submit to such examinations by said physician as may be able directed from time to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected time by the Company and reasonably acceptable physician. Failure to the Executive. The determination of Disability made in writing submit to the Company and the Executive any such examination shall be final and conclusive for all purposes constitute a material breach of this Agreement.
Appears in 1 contract
Sources: Employment Agreement (FNB Corp/Fl/)
Death or Disability. (ai) Executive’s employment shall automatically terminate upon Executive’s death. The Executive's employment hereunder shall terminate automatically on the Executive's death during the Employment Term, and the Company may terminate Executive’s employment hereunder in the event of Executive's ’s “Disability” (as defined below) upon 30 days’ written notice to Executive. In the event of a termination of Executive’s employment on account hereunder by reason of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account of the Executive's death or by reason of Disability, the Company shall pay to Executive (or the Executive's estate and/or beneficiariesher estate, as applicable, any accrued but unpaid Base Salary, accrued but unused vacation time, unreimbursed business expenses, and unpaid Annual Bonus for any completed performance period prior to the case may be) year of termination, and Executive or her estate shall be entitled to receive the following:
(i) the Accrued Amounts; and
(ii) a lump sum payment equal employee benefits pursuant to the Annual Bonusterms of the benefit plans and programs applicable to terminated employees (collectively, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which “Accrued Rights”). The Accrued Rights shall be payable on their normal payment dates; provided that accrued but unused vacation time shall be paid within 30 days following the date of termination of Executive’s employment. In addition, Executive shall be entitled to a pro-rata portion of the Annual Bonus that relates to the performance period in which the termination of employment occurs, based on actual results of the Company, which amount shall be calculated based upon a formula, the denominator of which shall be 365 and the numerator of which shall be the number of days during the applicable performance period during which Executive was employed by the Company, and shall be paid at such time as annual bonuses are ordinarily paid to the Company's similarly situated executives, but in no event later than two (2) months following the end other senior executives of the fiscal year Company in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made respect of such performance period in connection accordance with the Executive's Disability shall be provided in a manner which is consistent with federal and state lawterms of the applicable Annual Bonus plan (the “Pro-Rata Bonus”).
(cii) For purposes of this Agreement, "“Disability" shall mean the Executive's inability, due to physical ” means Executive has been physically or mental incapacity, mentally incapable for 6 consecutive months to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's her material duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereofhereunder. Any question as to the existence of the Executive's Disability of Executive as to which the Company and Executive and the Company canshall not agree shall be determined in writing by a qualified independent physician selected by mutually acceptable to Executive and the Company (and reasonably acceptable to the Executive. The determination of Disability made in writing to if Executive and the Company cannot agree as to a qualified independent physician, each shall appoint a physician and the Executive those two physicians shall select a third physician who shall make such determination in writing, which shall be final and conclusive for all purposes of this Agreement). In connection therewith, Executive agrees to submit to any medical examination(s) as may be reasonably requested by the Company for such purpose.
Appears in 1 contract
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on the Executive's death during the Employment Term, and the Company Corporation may terminate the Executive's employment in the event the Executive has been unable to perform his material duties hereunder because of Disability by giving the Executive notice of such termination while such Disability continues (a "Disability Termination"). The Executive's employment shall automatically terminate on account of the Executive's Disability.
(b) If death. In the event the Executive's employment is terminated with the Corporation terminates during the Employment Term on account term of this Agreement by reason of the Executive's death or Disabilityas a result of a Disability Termination, then upon and immediately effective the Date of Termination:
(a) the Executive shall be fully and immediately vested in the unvested options or equity awards granted by the Corporation to the Executive, that are unvested on the Date of Termination so that such options and equity awards are fully and immediately exercisable by the Executive;
(b) the Corporation shall promptly pay and provide the Executive (or in the event of the Executive's estate and/or beneficiariesdeath, as the case may be) shall be entitled to receive the following:Executive's estate):
(i) any unpaid Base Salary and any outstanding and accrued regular and special vacation pay through the Date of Termination;
(ii) any unpaid Annual Bonus and other bonuses accrued with respect to the fiscal year ending on or preceding the Date of Termination;
(iii) reimbursement for any unreimbursed expenses incurred through to the Date of Termination;
(iv) all other payments, benefits or fringe benefits to which the Executive may be entitled subject to and in accordance with the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant, and amounts which may become due under this Agreement (the payments referred to herein in subsections 4.1(b)(i) to 4.1(b)(iv) shall, collectively, be referred to as "Accrued AmountsBenefits"); and
(iiv) any unpaid amounts payable under the Incentive Plan with respect to the fiscal year ending on or preceding the Date of Termination; and
(c) the Corporation shall pay to the Executive (or in the event of the Executive's death, the Executive's estate) at the time other senior executives are paid under any cash bonus or long term incentive plan, a lump sum payment pro rata Annual Bonus equal to the Annual Bonus, if any, that amount the Executive would have earned for received if his employment continued (without any discretionary cutback) multiplied by a fraction where the fiscal year numerator is the number of days in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid each respective bonus period prior to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which termination and the denominator is consistent with federal and state law.
(c) For purposes the number of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that bonus period (the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement"Prorated Bonus").
Appears in 1 contract
Death or Disability. Employee's employment will terminate (ax) immediately upon the death of Employee during the term of his employment hereunder or (y) at the option of the Company, upon 30 days' prior written notice to Employee, in the event of Employee's disability. Employee shall not be deemed disabled unless, as a result of Employee's incapacity due to physical or mental illness (as determined by a physician mutually selected by Employee or his representative and the Company), Employee shall have been absent from and unable to perform his duties with the Company on a full-time basis for 120 consecutive business days. In the event of termination of Employee's employment pursuant to this Section 6(a):
(1) The ExecutiveCompany shall immediately pay Employee (i) any portion of Employee's employment hereunder shall terminate automatically on Base Salary accrued but unpaid through the Executive's death during the Employment Termdate of such termination, (ii) all payments and reimbursements under Section 5 hereof for expenses incurred prior to such termination, and (iii) a prorated annual bonus for the year of termination equal to seventy-five percent (75%) of the amount calculated by dividing Employee's annual Base Salary at the date of such termination by twelve and multiplying the result by the number of months in the year of such termination that began or ended prior to the date of such termination. If the Company may terminate achieves target performance objectives for the Executive's employment on account of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account of the Executive's death or Disabilityentire year in which such termination occurs that, under the Executive Bonus Plan or any other then effective bonus plan, would have entitled Employee to receive an annual bonus for such year calculated at a percent greater than seventy-five percent (75%) of Base Salary, Employee (or the Executive's estate and/or beneficiaries, as the case may behis estate) shall be entitled to receive receive, at the following:time such bonus would have normally been payable, an additional amount equal to (x) such larger bonus amount divided by twelve and multiplied by the number of months in the year of such termination that began or ended prior to the date of such termination minus (y) the amount previously paid pursuant to clause (iii) of the preceding sentence.
(i2) the Accrued Amounts; and
(ii) a lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which The Employee shall be payable on the date that annual bonuses are paid entitled to receive all vested benefits under the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal otherwise applicable plans and state lawprograms.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Physicians Resource Group Inc)
Death or Disability. (a) The Executive's ’s employment hereunder shall terminate automatically on upon the Executive's ’s death during the Employment Term, and the Company may terminate the Executive's ’s employment on account of the Executive's ’s Disability.
(b) If the Executive's ’s employment is terminated during the Employment Term on account of the Executive's ’s death or Disability, the Executive (or the Executive's ’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
: (i) the Accrued Amounts; and
and (ii) a lump sum payment equal to the Annual Bonus, if any, that treatment of any outstanding equity awards shall be determined in accordance with the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement terms of applicable performance goals for such year, which shall be payable on plan and the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occursapplicable award agreements. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.7
(c) For purposes of this Agreement, "Disability" Disability shall mean that the Executive is entitled to receive long-term disability benefits under the Company's long-term disability plan, or if there is no such plan, the Executive's inability, due to physical or mental incapacity, after Company compliance with any federal or state leave rights or reasonable accommodation rules to substantially perform the essential functions of the Executive's job, her duties and responsibilities under this Agreement for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably mutually acceptable to the ExecutiveExecutive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Bankwell Financial Group, Inc.)
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on In the event of Executive's death during or total disability, this Agreement shall terminate immediately. Executive shall be deemed totally disabled if she is eligible to receive long-term disability benefits under Mirant's then existing long-term disability plan. In the Employment Termevent of her death or total disability, Executive or her estate will be entitled to such benefits, if any, as are provided under the terms of various Mirant health insurance, life insurance, pension and disability plans. In addition, Mirant shall pay to Executive (or her estate) all Accrued Obligations (as defined below) in a lump sum in cash within thirty (30) days after the date of termination. "ACCRUED OBLIGATIONS" shall mean, as of the date of termination, the sum of (A) Executive's Annual Base Salary through the date of termination to the extent not theretofore paid, (B) except as otherwise previously requested by Executive, the amount of any bonus, incentive compensation, deferred compensation and other cash compensation accrued by Executive as of the date of termination to the extent not theretofore paid, and (C) any vacation pay, expense reimbursements and other cash entitlements accrued by Executive as of the Company may terminate date of termination to the extent not theretofore paid. In addition, the Executive (or her estate) will be paid the Retention Bonuses and Make-Whole Payments, in each case to the extent not previously paid to Executive, and all of Executive's employment on account then-outstanding equity awards shall immediately become fully vested (with stock option exercisability continuing until the later of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account of one year following the Executive's death or Disability, the Executive (total disability or the Executive's estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
(i) the Accrued Amounts; and
(ii) a lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of any extended exercise period relating to death or disability provided for under the fiscal year terms of the applicable equity plan). Except as otherwise set forth in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(cthis Section 5(a) For purposes of or this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executiveof a termination pursuant to this Section 5(a), or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall Executive will not be deemed terminated by the Company and the Executive shall not be able entitled to resign with Good Reason as a result thereof. Any question as any further benefits or compensation under this Agreement except to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing extent mandated by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementlaw.
Appears in 1 contract
Sources: Employment Agreement (Mirant Corp)
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on the Executive's death during If the Employment TermPeriod is terminated pursuant to Section 3(a) above due to the death or Total Disability of Employee, this Agreement shall terminate, and no further compensation shall be payable to Employee’s estate, heirs or beneficiaries, as applicable, except that Employee or Employee’s estate, heirs or beneficiaries, as applicable, shall be entitled to receive (i) Employee’s then current Basic Compensation until the Company may terminate the Executive's employment on account second anniversary of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account of the Executive's death Effective Date; provided that, at Employee’s option, to be exercised by Employee or Disability, the Executive (his estate or the Executive's estate and/or beneficiariesrepresentative, as the case may be) , Employee shall be entitled to receive the following:
present value of the aggregate amount (iat a 12% discount) of such payments in a lump sum within thirty (30) days after termination of the Accrued Amounts; and
Employment Period, (ii) a lump sum payment equal any unreimbursed expenses pursuant to Section 5 below, and (iii) in the Annual Bonusevent of termination due to Total Disability, if anyuntil the second anniversary of the Effective Date, medical and dental insurance coverage and benefits to which Employee would otherwise be entitled during the Employment Period pursuant to Section 2(c) above; provided that Employee shall continue to make the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for same contributions toward such year, which shall be payable coverage as Employee was making on the date of termination, with such adjustments to such contributions as are made generally for all Employer’s full-time executive employees; further provided that annual bonuses are paid in such event Employee shall no longer be entitled to participate in any of Employer’s 401(k) plans, excess savings plans, tax qualified profit sharing plans or any other retirement plans. Thereafter Employer shall have no further obligations or liabilities hereunder to Employee or Employee’s estate or legal representative or otherwise, as the case may be. If the Employment Period is terminated pursuant to Section 3(a) above due to the Company's similarly situated executivesdeath or Total Disability of Employee, but in no event later than two any Options held by Employee that have vested as of the date of termination shall remain exercisable for a period of six (26) months following such date of termination (or, if earlier, until the end expiration of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained hereinterm of such Options), all payments made in connection with the Executive's Disability whereupon such Options shall be provided in a manner which is consistent with federal and state lawterminate.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.
Appears in 1 contract
Sources: Executive Employment Agreement (Thermadyne Holdings Corp /De)
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on upon the Executive's death during the Employment Term, and the Company may terminate the Executive's employment on account of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account of the Executive's death or Disability, the Executive (or the Executive's estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
(i) the Accrued Amounts; and
(ii) a lump sum payment equal to the pro-rata Annual Bonus, if any, that the Executive would have earned for the fiscal EIP year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two two-and-a-half (22 1/2) months following the end of the fiscal calendar year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" Disability shall mean that the Executive is entitled to receive long-term disability benefits under the Company's long-term disability plan, or if there is no such plan, the Executive's inability, due to physical or mental incapacity, to substantially perform the essential functions of the Executive's job, her duties and responsibilities under this Agreement for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably mutually acceptable to the ExecutiveExecutive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Bankwell Financial Group, Inc.)
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on the Executive's death during the Employment Term, and If the Company may terminate the terminates Executive's ’s employment on account other than as a result of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account of the Executive's ’s death or DisabilityDisability and other than for Cause (including by providing a Notice of Nonrenewal to Executive) or if Executive terminates Executive’s employment for Good Reason, then conditioned upon Executive executing a Release (as defined below) following such termination, the Company shall the Company will provide to Executive (or the Executive's estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
following separation benefits: (i) the Accrued Amounts; and
Company will continue to pay to Executive his Base Salary for a period of twenty-four (24) months, (ii) an amount equal to two (2) times the target bonus for the year of termination (not less than 100% of Base Salary), (iii) if Executive timely elects continued health insurance coverage under COBRA, the Company shall pay the entire premium necessary to continue such coverage for Executive and Executive’s eligible dependents until the conclusion of the time when Executive is receiving continuation of Base Salary payments or until Executive becomes eligible for group health insurance coverage under another employer’s plan, whichever occurs first, provided however that the Company has the right to terminate such payment of COBRA premiums on behalf of Executive and instead pay Executive a lump sum payment amount equal to the Annual BonusCOBRA premium times the number of months remaining in the specified period if the Company determines in its discretion that continued payment of the COBRA premiums is or may be discriminatory under Section 105(h) of the Code, and (iv) the Company will provide such other or additional benefits, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement as may be provided under applicable employee benefit plans, programs and/or arrangements of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives. The separation benefits set forth above are conditioned upon Executive executing a release of claims against the Company, but in no event later than two (2) months following the end its parents, subsidiaries and affiliates and each of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained hereinits officers, all payments made in connection with the Executive's Disability shall be provided directors, employees, agents, successors and assigns in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably form acceptable to the ExecutiveCompany (the “Release”) within the time specified therein, which Release is not revoked within any time period allowed for revocation under applicable law. The determination salary continuation described in Section 8(a)(i) above will be payable to Executive over time in accordance with the Company’s payroll practices and procedures beginning on the sixtieth (60th) day following the termination of Disability made Executive’s employment with the Company, provided that the Company, in writing to its sole discretion, may begin the Company and the Executive shall be final and conclusive for all purposes of this Agreementpayments earlier.
Appears in 1 contract
Death or Disability. In the event of the Executive’s death or Disability (aas defined below) The during the Term, the Executive's ’s employment hereunder shall terminate automatically on the Executive's death during the Employment Termterminate, and the Company may terminate shall have no further obligation or duty to the Executive's employment on account Executive or his estate or beneficiaries other than for the Base Salary earned under this Agreement to the date of termination, reimbursement of corporate expenses incurred through the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account date of the Executive's termination, and any payments or benefits due under Company policies or benefit plans which shall be paid within a reasonable time following death or Disability, the Executive (or the Executive's estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
(i) the Accrued Amounts; and
(ii) a lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to a physical or mental incapacity, infirmity which causes the Executive to be unable to perform the essential functions his duties hereunder for any period of the Executive's job, for ninety one-hundred and eighty (90180) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, that notwithstanding anything to the contrary herein and despite any termination of Executive’s employment under this Section 6, Executive shall be entitled in the event that of a termination on account of Disability: (i) to retain his disability benefits, which amounts shall not be offset by any disability benefits received by Executive from any other source, (ii) to receive his Base Salary until such time as he has commenced receiving disability payments under the Company temporarily replaces Company's policies, (iii) to receive a prorated portion of the Bonus to which Executive would otherwise have been entitled for the calendar year through the date of termination (as determined by the Board), and (iv) accrued but unused vacation. In addition, notwithstanding anything to the contrary herein and despite any termination of Executive’s employment under this Section 6, Executive shall be entitled in the event of a termination on account of his death: (i) to receive a prorated portion of the Bonus to which Executive would otherwise have been entitled for the calendar year through the date of termination (as determined by the Board), and (ii) accrued but unused vacation. Nothing to the contrary provided herein or elsewhere, all Options granted to the Executive shall vest immediately upon his death or termination due to Disability and Executive, or transfers his legal representative, as the Executive's duties or responsibilities case may be, shall have a period of six (6) months following the termination of his employment pursuant to another individual on account of the Executive's inability this Section 6.1 to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreementexercise any vested Options.
Appears in 1 contract
Sources: Employment Agreement (WLG Inc)
Death or Disability. (a) The Executive's ’s employment hereunder shall terminate automatically on upon the Executive's ’s death during the Employment Term, and the Company may terminate the Executive's ’s employment on account of the Executive's ’s Disability.
(b) If the Executive's ’s employment is terminated during the Employment Term on account of the Executive's ’s death or Disability, the Executive (or the Executive's ’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:
: (i) the Accrued Amounts; and
and (ii) a lump sum payment equal to the Annual Bonus, if any, that treatment of any outstanding equity awards shall be determined in accordance with the Executive would have earned for the fiscal year in which the Termination Date occurs based on the achievement terms of applicable performance goals for such year, which shall be payable on plan and the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occursapplicable award agreements. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.7
(c) For purposes of this Agreement, "Disability" Disability shall mean that the Executive is entitled to receive long-term disability benefits under the Company's long-term disability plan, or if there is no such plan, the Executive's inability, due to physical or mental incapacityincapacity after Company compliance with any federal or state leave rights or reasonable accommodation rules, to substantially perform the essential functions of the Executive's job, his duties and responsibilities under this Agreement for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, provided however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably mutually acceptable to the ExecutiveExecutive and the Company. If the Executive and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Bankwell Financial Group, Inc.)
Death or Disability. If Executive’s employment is terminated by reason of Executive’s death or due to Executive’s Disability, then:
(a) The Executive (or Executive's employment hereunder shall terminate automatically on the Executive's death during the Employment Term’s beneficiary or estate) is entitled to receive or otherwise to be provided, and the Company may terminate the Executive's employment on account of the Executive's Disability.
(b) If the Executive's employment is terminated during the Employment Term on account of the Executive's death shall pay or Disability, the provide to Executive (or the to Executive's estate and/or beneficiaries, as the case may be) shall be entitled to receive the following:’s beneficiary or estate):
(i) The aggregate of the following, in a single lump sum, on or before the date thirty (30) days after the Termination Date: (A) the Accrued AmountsObligations, (B) the Prior Year Bonus, and (C) the Pro Rata Bonus; and
(ii) The timely payment or timely provision of the Other Benefits in accordance with the terms and conditions of the applicable Benefit Plan;
(b) If such termination occurs after the first three (3) months from the Effective Date, subject to timely execution of a lump sum payment Release pursuant to Section 8.6 and compliance with Exhibit “A”, with regard to: (i) the Initial Equity Grant, such unvested portion of the Initial Equity Grant shall automatically and immediately vest as is equal to the Annual Bonusproduct of (x) the Applicable Amount of the RSUs subject to the Initial Equity Grant, if anyand (y) a fraction, that the Executive would have earned for numerator of which is the number of months elapsed during the Employment Period from the Effective Date through and including the Termination Date in the fiscal year in which Executive’s employment is terminated, and the denominator of which is 36; (ii) any Equity Compensation (other than the Initial Equity Grant), such unvested portion of such Equity Compensation shall automatically and immediately vest (and, if applicable, become exercisable) as is equal to the product of (x) the Applicable Amount of the number of shares of Common Stock or other equity awards subject to such Equity Compensation (calculated individually on an award by award basis) and (y) a fraction, the numerator of which is the number of months elapsed during the Employment Period from the Effective Date through and including the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which Executive’s employment is terminated, and the denominator of which is 36; and (iii) all vested Equity Compensation in the case of RSUs shall remain outstanding and exercisable at all times thereafter, and in the case of options or forms of Equity Compensation other than RSUs shall remain and be exercisable, to the extent applicable, for a period of twelve (12) months from the later of the Termination Date occursor the date the award first becomes vested and exercisable, but in all events no later than the applicable term for each such award; and (iv) all restrictions on Equity Compensation that is (or becomes) vested as of the Termination Date (or during the twelve (12) month period following the Termination Date, if applicable) shall automatically and immediately lapse. Notwithstanding the foregoing, any Equity Compensation (and the shares of Common Stock underlying such Equity Compensation) shall be subject to a lock-up of twelve (12) months from the vesting date as provided by this Section (the “Lock-Up Period”), provided, that the Lock-Up Period shall terminate upon a Change of Control. During the Lock-Up Period, Executive agrees to the agreements and restrictions set forth in Exhibit D attached hereto. Subsequent to the expiration of the Lock-Up Period, for a period of one year, Executive shall not be permitted or have the right to sell on each trading day more than 10,000 shares, as adjusted for any stock dividend, stock split, combination of shares, reverse stock split, reorganization, recapitalization, or other provision contained hereinreclassification affecting the Company’s equity securities occurring after the Effective Date (the “Daily Trading Limit”); provided, all payments made that (x) the Daily Trading Limit shall not apply to the Company’s equity securities obtained in open market transactions and (y) the obligations of Executive with regard to the Daily Trading Limit shall terminate upon a Change of Control. Notwithstanding the foregoing, the Company agrees to discuss in good faith with Executive (and to cause the Compensation Committee and the CEO to participate in such discussions), and to make reasonable efforts, to reduce the Lock-Up Period to a shorter period (and to expand the Daily Trading Limit) in order to accommodate Executive’s (and/or his estate’s) tax obligations incurred in connection with the Executive's Disability any Equity Compensation; provided, that due consideration shall be provided given to any financing or strategic transaction that the Company believes in a manner which is consistent with federal and state lawgood faith will close within the 90-day period following the Termination Date.
(c) For purposes of this Agreement, "Disability" All Unvested Equity (after giving effect to Section 8.2(b)) shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions be forfeited as of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this AgreementTermination Date.
Appears in 1 contract
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on In the Executive's death during event of the Employment Term, and the Company may terminate termination of the Executive's employment on account as a result of his death or Disability, ▇▇▇▇▇▇ shall:
(i) pay to the Executive or his estate, as the case may be, the Base Salary through the date of his death or Disability (pro rated for any partial month);
(ii) pay to the Executive or his estate, as the case may be, any accrued and unpaid Bonus in accordance with Section 4(b);
(iii) treat the Options as set forth in the Stock Option Agreement;
(iv) reimburse the Executive, or his estate, as the case may be, for any expenses reimburseable pursuant to Section 4(d) (the amounts payable pursuant to the foregoing clauses (i), (ii) and this clause (iv) being hereafter referred to as the "ACCRUED OBLIGATIONS");
(A) in the case of Executive's death, (1) pay to Executive's estate, or to the beneficiaries of the $1,000,000 life insurance policy referred to in Section 4(f), the entire amount of such proceeds; or (2) in the event such insurance is not in force or the proceeds thereof are less than his annual Base Salary then in effect, pay to Executive's Disabilityestate the excess of such annual Base Salary over such proceeds, in twelve equal monthly payments; and (B) in the event of Executive's disability, pay to him or his representative an amount equal to his annual Base Salary then in effect in twelve equal monthly payments. In any of the foregoing cases, payment shall made or commence within 30 days after the delivery to ▇▇▇▇▇▇ of reasonable evidence of the appointment of an executor, administrator or other representative legally authorized to receive such payments.
(bvi) If provide to the Executive's employment is terminated during Executive and/or his family, as the Employment Term on account of case may be, (A) for the first year after the Executive's death or Disability, continued coverage under all welfare benefit plans including medical, accident, life or other disability plans and programs in which the Executive and his family participated immediately prior to his death or Disability, and sharing in the cost of such benefit coverage in the same proportion as was in effect for the Executive immediately prior to his death or Disability and (B) after such one (1) year period, the Executive or the Executive's estate and/or beneficiarieshis estate, as the case may be) , shall be entitled to receive the following:
(i) the Accrued Amounts; and
(ii) a lump sum payment equal to the Annual Bonus, if any, that the Executive would have earned responsible for the fiscal year in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which is consistent with federal and state law.
(c) For purposes of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions full cost of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this AgreementCOBRA payments.
Appears in 1 contract
Sources: Executive Employment Agreement (Langer Biomechanics Group Inc)
Death or Disability. (a) The Executive's employment hereunder shall terminate automatically on the Executive's death during the Employment Term, and the Company Corporation may terminate the Executive's employment in the event the Executive has been unable to perform his material duties hereunder because of Disability by giving the Executive notice of such termination while such Disability continues (a "Disability Termination"), which shall set forth the Date of Termination. The Executive's employment shall automatically terminate on account of the Executive's Disability.
(b) If death, which shall be the Date of Termination for purposes of this Agreement. In the event the Executive's employment is terminated with the Corporation terminates during the Employment Term on account by reason of the Executive's death or Disabilityas a result of a Disability Termination, then upon and immediately effective on the Date of Termination:
(a) notwithstanding the terms of the Incentive Plan or any applicable award agreements, all outstanding unvested options or equity awards granted by the Corporation to the Executive during the Term shall become fully and immediately exercisable;
(b) the Corporation shall promptly pay and provide the Executive (or in the event of the Executive's estate and/or beneficiariesdeath, as the case may be) shall be entitled to receive the following:Executive's estate):
(i) any unpaid Base Salary and any outstanding and accrued regular and special vacation pay through the Date of Termination;
(ii) any unpaid Annual Bonus and other bonuses accrued with respect to the fiscal year ending on or preceding the Date of Termination;
(iii) reimbursement for any unreimbursed expenses incurred through to the Date of Termination;
(iv) all other payments, benefits or fringe benefits to which the Executive may be entitled, subject to and in accordance with the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant, and amounts which may become due under this Agreement (the payments referred to herein in subsections 4.1(b)(i) to 4.1(b)(iv) shall, collectively, be referred to as "Accrued AmountsBenefits"); and
(iiv) any unpaid amounts payable under the Incentive Plan with respect to the fiscal year ending on or preceding the Date of Termination; and
(c) the Corporation shall pay to the Executive (or in the event of the Executive's death, the Executive's estate) at the time other senior executives are paid under any cash bonus or long term incentive plan, a lump sum payment pro rata Annual Bonus equal to the Annual Bonus, if any, that amount the Executive would have earned for received if his employment continued (without any discretionary cutback) multiplied by a fraction where the fiscal year numerator is the number of days in which the Termination Date occurs based on the achievement of applicable performance goals for such year, which shall be payable on the date that annual bonuses are paid each respective bonus period prior to the Company's similarly situated executives, but in no event later than two (2) months following the end of the fiscal year in which the Termination Date occurs. Notwithstanding any other provision contained herein, all payments made in connection with the Executive's Disability shall be provided in a manner which termination and the denominator is consistent with federal and state law.
(c) For purposes the number of this Agreement, "Disability" shall mean the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, for ninety (90) consecutive days, or one hundred twenty (120) days out of any three hundred sixty-five (365) day period; provided, however, in the event that bonus period (the Company temporarily replaces the Executive, or transfers the Executive's duties or responsibilities to another individual on account of the Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a Disability, then the Executive's employment shall not be deemed terminated by the Company and the Executive shall not be able to resign with Good Reason as a result thereof. Any question as to the existence of the Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing by a qualified independent physician selected by the Company and reasonably acceptable to the Executive. The determination of Disability made in writing to the Company and the Executive shall be final and conclusive for all purposes of this Agreement"Prorated Bonus").
Appears in 1 contract