Pro Rata Payments Upon Termination for Cause, Resignation Prior to Change in Control, Death or Disability Sample Clauses

Pro Rata Payments Upon Termination for Cause, Resignation Prior to Change in Control, Death or Disability. If (a) the Company at any time terminates the Executive's employment for Cause (as defined below), or (b) prior to the occurrence of a Change In Control (as defined below) of the Company, the Executive voluntarily resigns for any reason other than because of an uncured material breach by the Company of any term of this Agreement, then in each case the Executive shall be entitled to receive only his Base Salary on a pro rata basis to the date of termination plus any amounts due Executive through the date of termination in accordance with Paragraph 4.4. If the Executive during the term of this Agreement dies or becomes disabled (being the inability of the Executive to perform his normal employment duties for six (6) months during any twelve (12) month period because of either physical or mental incapacity), the Executive or his estate shall be entitled to receive any amounts due Executive pursuant to Section 4.4 and to receive his Base Salary plus Bonus on a pro rata basis to the date of termination or resignation. For purposes of this Paragraph 7.1, "pro rata" shall mean the product of the Executive's annual Base Salary and Bonus that would have been payable had the Executive's employment not terminated multiplied by a fraction the denominator of which is 365 and the numerator of which is the number of days during the calendar year that have passed through the date of the termination of the Executive's employment.
AutoNDA by SimpleDocs
Pro Rata Payments Upon Termination for Cause, Resignation Prior to Change in Control, Death or Disability. If (a) the Company at any time terminates Executive's employment for Cause (as defined below), or (b) prior to the occurrence of a Change In Control (as defined below) of the Company, Executive voluntarily resigns for any reason other than because of a Constructive Discharge by the Company, then in each case Executive shall be entitled to receive only his Base Salary on a pro rata basis to the date of termination plus any amounts due Executive through the date of termination in accordance with Paragraph 4.5. If Executive during the term of this Agreement dies or becomes disabled (being the inability of Executive to perform his normal employment duties for any six (6) months during any twelve (12) month period because of either physical or mental incapacity), Executive or his estate shall be entitled to receive any amounts due Executive pursuant to Section 4.5 and to receive his Base Salary plus Bonus on a pro rata basis to the date of termination or resignation. For purposes of this Paragraph 7.1, "pro rata" shall mean the product of Executive's annual Base Salary and Bonus that would have been payable had Executive's employment not terminated multiplied by a fraction the denominator of which is 365 and the numerator of which is the number of days during the calendar year that have passed through the date of the termination of Executive's employment.
Pro Rata Payments Upon Termination for Cause, Resignation Prior to Change in Control, Death or Disability. If (a) the Company at any time terminates Executive's employment for Cause (as defined below), or (b) prior to the occurrence of a Change In Control (as defined below) of the Company, Executive, except as otherwise specifically stated in Section 7.2, voluntarily resigns for any reason other than because of a Constructive Discharge by the Company, then in each case Executive shall be entitled to receive only his Base Salary and unused accrued vacation days in the current calendar, according to the current Company policy, on a pro rata basis to the date of termination plus any amounts due Executive through the date of termination in accordance with Paragraph 4.4. If the Executive during the term of this Agreement dies or becomes disabled (being the inability of the Executive to perform his normal employment duties for any six (6) months during any twelve (12) month period because of either physical or mental incapacity), the Executive or his estate shall be entitled to receive any amounts due Executive pursuant to Paragraph 4.4 and to receive his Base Salary on a pro rata basis to the date of termination or resignation. For purposes of this Paragraph 7.1, "pro rata" shall mean the product of the Executive's annual Base Salary that would have been payable had the Executive's employment not terminated multiplied by a fraction the denominator of which is 365 and the numerator of which is the number of days during the calendar year that have passed through the date of the termination of the Executive's employment.

Related to Pro Rata Payments Upon Termination for Cause, Resignation Prior to Change in Control, Death or Disability

  • Termination for Cause, or Termination Upon Death, Disability or Resignation from the Company Without Good Reason If Executive’s employment shall terminate as a result of Executive’s death pursuant to Section 3(a)(i) or Disability pursuant to Section 3(a)(ii), pursuant to Section 3(a)(iii) for Cause, or pursuant to Section 3(a)(vi) for Executive’s resignation from the Company without Good Reason, then Executive shall not be entitled to any severance payments or benefits, except as provided in Section 3(c).

  • Termination for Cause; Resignation Without Good Reason; Death or Disability (i) The Company may terminate Executive’s employment with the Company at any time for Cause. Further, Executive may resign at any time without Good Reason. Executive’s employment with the Company may also be terminated due to Executive’s death or disability.

  • Voluntary Termination; Termination for Cause If Executive's employment with the Company terminates voluntarily by Executive or for Cause by the Company, then all vesting of the Option and all other options granted to Executive will terminate immediately and all payments of compensation by the Company to Executive hereunder and all obligations with respect thereto (including, without limitations, with respect to base salary, bonuses, employee benefits, relocation and temporary living reimbursements and other expense reimbursements) will terminate immediately (except as to amounts already earned).

  • Termination Upon Death or Disability If the Executive dies during the Term, the Term shall terminate as of the date of death. If there is a good faith determination by the Board that the Executive has become physically or mentally incapable of performing his duties under the Agreement and such disability has disabled the Executive for a cumulative period of 180 days within any 12-month period (a “Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive. Upon Executive’s death or in the event that Executive’s employment is terminated due to his Disability, Executive or his estate or his beneficiaries, as the case may be, shall be entitled to: (i) all accrued but unpaid Annual Salary through the date of termination of Executive’s employment, (ii) any unpaid or unreimbursed expenses incurred in accordance with hereof, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms contained therein (the payments and benefits referred to in clauses (i) through (iii) above, collectively, the “Accrued Obligations”), (iv) any unpaid Annual Bonus in respect of any completed fiscal year that had ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred; (v) an amount equal to the target Annual Bonus, prorated to reflect the partial year of employment, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination occurred (subject to Section 7.15 of this Agreement) and (vi) all outstanding equity (or equity-based) incentives and awards held by the Executive shall thereupon vest and become free of restrictions and all stock options shall be exercisable in accordance with their terms. Following the Executive’s death or a termination of the Executive’s employment by reason of a Disability, except as set forth in this Section 4, the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

  • Termination on Death or Disability Upon a termination of employment due to the Executive’s death or Disability, the Company shall have no further liability or further obligation to the Executive except that the Executive (or, if applicable, his estate or designated beneficiaries under any Company-sponsored employee benefit plan in the event of his death) shall be entitled to receive:

  • Termination by Death or Disability In the event of the Executive’s death or total disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended) during the Term, the Term and Executive’s employment shall terminate on the date of death or total disability. In the event of such termination, the Company’s sole obligations hereunder to the Executive (or the Executive’s estate) shall be for unpaid Base Salary, accrued but unpaid bonus and benefits (then owed or accrued and owed in the future), a pro-rata bonus for the year of termination based on the Executive’s target bonus for such year and the portion of such year in which the Executive was employed, and reimbursement of expenses pursuant to the terms hereon through the effective date of termination, each of which shall be paid within 10 days following the date of the Executive’s termination, and any unvested portion of any Equity Grants shall immediately be forfeited as of the termination date without any further action of the Parties.

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

  • Involuntary Termination for Cause If the Employee's employment is terminated for Cause, then the Employee shall not be entitled to receive severance payments. The Employee's benefits will be terminated under the Company's then existing benefit plans and policies in accordance with such plans and policies in effect on the date of termination.

  • Voluntary Termination or Termination for Cause If Executive is no longer employed by the Company or any of its subsidiaries as a result of Executive's termination for Cause or resignation, then on or after the Termination Date, the Company may elect to purchase all or any portion of the Executive Units at a price per Unit equal to the lower of the Original Value thereof or the Fair Market Value thereof determined as described in clause (b)(1) above; provided, however, that if Executive resigns on or after the fifth anniversary of the date hereof, then on or after such Termination Date, the Company may elect to purchase all or any portion of the Executive Units at a price per unit equal to the Fair Market Value thereof determined as described in clause 3(b)(1) above.

  • TERMINATION UPON RETIREMENT, DISABILITY OR DEATH Termination by the Bank of the Executive based on "

Time is Money Join Law Insider Premium to draft better contracts faster.