Common use of Termination of Employment Clause in Contracts

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

Appears in 73 contracts

Samples: Employment Agreement (Beazer Homes Usa Inc), Employment Agreement (Beazer Homes Usa Inc), Employment Agreement (Beazer Homes Usa Inc)

Termination of Employment. a) Death or Disability. The Executive's employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below "Disability"), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean means the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative. (b) Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean means:

Appears in 27 contracts

Samples: Executive Agreement (Titan Corp), Executive Agreement (Titan Corp), Executive Agreement (Titan Corp)

Termination of Employment. a) Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative. (b) Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean:

Appears in 21 contracts

Samples: Incentive Compensation Award (York International Corp /De/), Executive Change in Control Agreement (Us Bancorp \De\), Incentive Compensation Award (York International Corp /De/)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below “Disability”), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean ” means the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative. (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for Cause. For purposes of this Agreement, " Cause " shall mean ” means:

Appears in 19 contracts

Samples: Change in Control Employment Agreement (Gillette Co), Employment Agreement (Bea Systems Inc), Employment Agreement (Bea Systems Inc)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below “Disability”), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean ” means the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative. (b representative.(b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for with or without Cause. For purposes of this Agreement, " Cause " shall mean ” means:

Appears in 18 contracts

Samples: Change of Control Employment Agreement (Uap Holding Corp), Change of Control Employment Agreement (Comerica Inc /New/), Employment Agreement (Alltel Corp)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below “Disability”), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean ” means the absence of the Executive from the Executive 's ’s duties with the Company or the Bank (as applicable) on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative. (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for with or without Cause. For purposes of this Agreement, " Cause " shall mean ” means:

Appears in 18 contracts

Samples: Employment Agreement (Cathay General Bancorp), Employment Agreement (Cathay General Bancorp), Employment Agreement (Cathay General Bancorp)

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

Appears in 17 contracts

Samples: Amended and Restated Employment Agreement (Lee Enterprises, Inc), Amended and Restated Employment Agreement (Lee Enterprises, Inc), Employment Agreement (WGL Holdings Inc)

Termination of Employment. (a) Death or Disability . The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period . If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and reasonably acceptable to the Executive or the Executive 's ’s legal representative. (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for Cause. For purposes of this Agreement, " Cause " shall mean:

Appears in 16 contracts

Samples: Employment Agreement (Kewaunee Scientific Corp /De/), Employment Agreement (Kewaunee Scientific Corp /De/), Employment Agreement (Kewaunee Scientific Corp /De/)

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

Appears in 13 contracts

Samples: Employment Agreement (Lee Enterprises, Inc), Employment Agreement (Lee Enterprises, Inc), Employment Agreement (Lee Enterprises, Inc)

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

Appears in 12 contracts

Samples: Change of Control Agreement (Rockwell Automation Inc), Change of Control Agreement (Rockwell Automation Inc), Change of Control Agreement (Rockwell Automation Inc)

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

Appears in 11 contracts

Samples: Company Employment Agreement (Toro Co), Change of Control Employment Agreement (Mosinee Paper Corp), Change of Control Employment Agreement (Mosinee Paper Corp)

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

Appears in 11 contracts

Samples: Employment Agreement (Washington Gas Light Co), Employment Agreement (WGL Holdings Inc), Employment Agreement (WGL Holdings Inc)

Termination of Employment. a) Death or Disability DEATH OR DISABILITY. The Executive's employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below "Disability"), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean means the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative. (b) Cause CAUSE. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean means:

Appears in 10 contracts

Samples: Employment Agreement (Gillette Co), Change of Control Agreement (Payless Shoesource Inc /De/), Employment Agreement (Gillette Co)

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

Appears in 10 contracts

Samples: Change of Control Employment Agreement (First Chicago NBD Corp), Employment Agreement (Apl LTD), Employment Agreement (Apl LTD)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon the Executive 's ’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b 12(c) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative. representative ( b such agreement as to acceptability not to be withheld unreasonably).(b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for Cause. For purposes of this Agreement, " Cause " ” shall mean (i) a material violation by the Executive of the Executive’s obligations under Section 4(a) of this Agreement (other than as a result of incapacity due to physical or mental illness) which is willful and deliberate on the Executive’s part, which is committed in bad faith or without reasonable belief that such violation is in the best interests of the Company and which is not remedied in a reasonable period of time after receipt of written notice from the Company specifying such violation or (ii) the final and non-appealable conviction by a court of competent jurisdiction of the Executive of a felony involving moral turpitude.(c) Good Reason; Window Period; Other Terminations. The Executive’s employment may be terminated (i) during the Employment Period by the Executive for Good Reason, (ii) during the Window Period by the Executive without any reason or (iii) by Executive other than (A) for Good Reason or (B) during a Window Period.For purposes of this Agreement, the “Window Period” shall mean the 180-day period immediately following the date a Change of Control occurs. The Company shall inform the Executive promptly following the occurrence of a Change of Control of the date on which the Change of Control occurred, with such supporting detail as may be necessary to establish such date. If, in the reasonable judgment of Executive, there exists uncertainty as to the date on which a Change of Control occurred and in the absence of agreement between the Company and the Executive as to such date, the Executive shall be entitled, for purposes of determining the Window Period, to treat the Change of Control as having occurred on such date as the Executive reasonably determines, it being the intention of the parties that Executive not be deprived of substantive rights hereunder by reason of uncertainties or disputes regarding the date on which a Change of Control occurred. Anything in this Agreement to the contrary notwithstanding, if a Change of Control occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment or cessation of status as an officer (i) was at the request of a third party who has taken steps reasonably calculated to effect the Change of Control or (ii) otherwise arose in connection with or anticipation of the Change of Control, then for all purposes of this Agreement the “date a Change of Control occurs” shall mean the date immediately prior to the date of such termination of employment or cessation of status as an officer.For purposes of this Agreement, “Good Reason” shall mean :

Appears in 9 contracts

Samples: Executive Employment Agreement (Pogo Producing Co), Executive Employment Agreement (Pogo Producing Co), Executive Employment Agreement (Pogo Producing Co)

Termination of Employment. a) Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative representative (such agreement as to acceptability not to be withheld unreasonably). (b) Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean : : (i) chronic alcoholism or controlled substance abuse, as determined by a doctor mutually acceptable to the Company and the Executive, and continuing failure by the Executive to commence and pursue with due diligence appropriate treatment for same in accordance with such doctor's recommendations; (ii) a deliberate act of proven fraud on the part of the Executive having a material adverse impact on the business or consolidated financial condition or results of operations of the Company and its subsidiaries; (iii) a deliberate and continuing failure by the Executive to comply with the applicable laws and regulations having a material adverse impact on the business or consolidated financial condition or results of operations of the Company and its subsidiaries; or (iv) conviction of the Executive of a criminal offense constituting a felony. (c) Good Reason; Window Period. The Executive's employment may be terminated during the Employment Period by the Executive for Good Reason or during a Window Period by the Executive without any reason. For purposes of this Agreement, "Window Period" shall mean the period commencing with the date of any Change of Control as defined in Section 9 of this Agreement and expiring 180 days immediately following any Change of Control as defined in Section 9 of this Agreement. For purposes of this Agreement, "Good Reason" shall mean

Appears in 9 contracts

Samples: Employment Agreement (R&b Falcon Corp), Employment Agreement (R&b Falcon Corp), Employment Agreement (R&b Falcon Corp)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon the Executive 's ’s death during the Employment Period. If the Company determines in good faith that the Disability (as defined below) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below) Period, it may give to provide the Executive with written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative. (b representative.(b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for either with or without Cause. For purposes of this Agreement, " Cause " shall mean:

Appears in 8 contracts

Samples: Employment Agreement (Kbw, Inc.), Employment Agreement (Kbw, Inc.), Employment Agreement (Kbw, Inc.)

Termination of Employment. (a) Death or Permanent Disability. The Executive 's ’s employment shall terminate automatically upon the Executive 's ’s death during the Employment Period. If the Company determines in good faith that the Permanent Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Permanent Disability set forth below), it may give to provide the Executive with written notice in accordance with Section 12(b 11(f) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " “Permanent Disability " ” shall have such meaning as under the Company’s disability plan in which the Executive participates or, if the Executive does not participate in any such plan, shall mean the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is illness, as determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative. (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for either with or without Cause. For purposes of this Agreement, " Cause " shall mean:

Appears in 8 contracts

Samples: Amended and Restated Employment Agreement (Visa Inc.), Employment Agreement (Visa Inc.), Employment Agreement (Visa Inc.)

Termination of Employment. a) Death or Disability. The ------------------------- ------------------- Executive's employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below "Disability"), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean means the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative , subject to (1) the Company's obligations and the Executive's rights under (A) the Americans with Disabilities Act, 42 U.S.C. Sections 1210 et seq., and (B) the Family and Medical Leave Act, 29 U.S.C. Sections 2601 et seq. (and the regulations promulgated under the foregoing Acts), and (2) the exclusion from such 180 business day calculation of any business days constituting vacation days. (b) Cause. The Company may terminate the Executive's employment ----- during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean means:

Appears in 8 contracts

Samples: Employment Agreement (National Commerce Bancorporation), Collateral Assignment Agreement (National Commerce Bancorporation), Collateral Assignment Agreement (National Commerce Bancorporation)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below “Disability”), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean ” means the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative. (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for with or without Cause. For purposes of this Agreement, " Cause " shall mean ” means:

Appears in 7 contracts

Samples: Change of Control Employment Agreement (Tw Telecom Inc.), Employment Agreement (Tw Telecom Inc.), Change of Control Employment Agreement (Time Warner Telecom Inc)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon the Executive 's ’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time full‑time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean the absence of the Executive from the Executive 's ’s duties with the Company on a full-time full‑time basis for 180 consecutive business days (or for 180 business days in any consecutive 365 days) as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative . (b) Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean: .

Appears in 7 contracts

Samples: Change of Control Employment Agreement (Aspen Insurance Holdings LTD), Change of Control Employment Agreement (Aspen Insurance Holdings LTD), Change of Control Employment Agreement (Aspen Insurance Holdings LTD)

Termination of Employment. a) Death or Disability DEATH OR DISABILITY. The Executive's employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below "Disability"), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided PROVIDED that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean means the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative. (b) Cause CAUSE. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean means:

Appears in 7 contracts

Samples: Employment Agreement (Journal Register Co), Executive Agreement (Titan Corp), Employment Agreement (Journal Register Co)

Termination of Employment. a) Death or Disability DEATH OR DISABILITY. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative. (b) Cause CAUSE. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean:

Appears in 7 contracts

Samples: Agreement and Plan of Merger (Bank of Boston Corp), Agreement and Plan of Merger (Donaldson Lufkin & Jenrette Inc /Ny/), Agreement and Plan of Merger (Baybanks Inc)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Bank or the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below “Disability”), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Bank and the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean ” means the absence of the Executive from the Executive 's ’s duties with the Bank and the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Bank or the Company or its the applicable insurers and acceptable to the Executive or the Executive 's ’s legal representative representative (such agreement as to acceptability not to be unreasonably withheld). (b) Cause. The Bank and/or Company may terminate the Executive 's ’s employment during the Employment Period for with or without Cause. For purposes of this Agreement, " Cause " shall mean ” means:

Appears in 6 contracts

Samples: Change of Control Employment Agreement (Suffolk Bancorp), Change of Control Employment Agreement (Suffolk Bancorp), Change of Control Employment Agreement (Suffolk Bancorp)

Termination of Employment. a) Death or Disability DEATH OR DISABILITY. The Executive's employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below "Disability"), it may give to the Executive written notice in accordance with Section 12(b 10(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean means the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative. (b) Cause CAUSE. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean means:

Appears in 6 contracts

Samples: Employment Agreement Between (Janus Capital Group Inc), Employment Agreement Between (Janus Capital Group Inc), Employment Agreement Between (Janus Capital Group Inc)

Termination of Employment. a) Death or Disability DEATH OR DISABILITY. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Retention Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Retention Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b 11(a) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative. (b) Cause CAUSE. The Company may terminate the Executive's employment during the Employment Retention Period for Cause. For purposes of this Agreement, "Cause" shall mean:

Appears in 6 contracts

Samples: Agreement and Plan of Merger (Cit Group Inc Del), Agreement and Plan of Merger (Cit Group Inc Del), Agreement and Plan of Merger (Tyco International LTD /Ber/)

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

Appears in 5 contracts

Samples: Employment Agreement (State Bancorp Inc), Employment Agreement (State Bancorp Inc), Employment Agreement (State Bancorp Inc)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below “Disability”), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean ” means the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative. representative ( b such agreement as to acceptability not to be unreasonably withheld).(b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for with or without Cause. For purposes of this Agreement, " Cause " shall mean ” means:

Appears in 5 contracts

Samples: Employment Agreement (Triumph Group Inc /), Employment Agreement (Triumph Group Inc /), Employment Agreement (Triumph Group Inc)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below “Disability”), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean ” means the absence of the Executive from the Executive 's ’s duties with the Company or the Bank (as applicable) on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative. (b representative.(b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for with or without Cause. For purposes of this Agreement, " Cause " shall mean ” means:

Appears in 5 contracts

Samples: Employment Agreement (Cathay General Bancorp), Employment Agreement (Cathay General Bancorp), Cathay General Bancorp

Termination of Employment. a) Death or Disability. The Executive's Company may terminate the employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant without Cause upon 30 days’ notice to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive 's employment . In such event addition, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance automatically terminate as of the Executive's duties date on which the Executive dies or is Disabled. For purposes of this Agreement, "Disability" the Executive shall mean be “Disabled” as of any date if, as of such date, the absence Executive has been unable, due to physical or mental incapacity, to substantially perform the Executive’s duties, services and responsibilities hereunder either for a period of at least 180 consecutive days or for at least 270 days in any consecutive 365-day period, whichever may be applicable. Upon termination of the Executive’s employment because the Executive from the Executive's duties with dies or is Disabled, the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to shall provide the Executive (or the Executive 's legal representative ’s estate, if applicable) with death or disability benefits (as applicable) pursuant to the plans, programs, policies and arrangements of the Company as are then in effect. (b) Cause. The Company may terminate In addition, upon any termination of the Executive 's ’s employment during the Employment Period Term, the Company shall pay the Executive any earned but unpaid portion of the Base Salary and Annual Cash Bonus. Immediately following termination of the Executive’s employment for Cause. For purposes of this Agreement any reason, "Cause" the Employment Term shall mean: terminate.

Appears in 5 contracts

Samples: Employment Agreement (NTL Inc), Employment Agreement (NTL Inc), Employment Agreement (NTL Inc)

Termination of Employment. a) Death or Disability DEATH OR DISABILITY. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b 12(c) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative representative (such agreement as to acceptability not to be withheld unreasonably). (b) Cause CAUSE. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean (i) a material violation by the Executive of the Executive's obligations under Section 4(a) of this Agreement (other than as a result of incapacity due to physical or mental illness) which is willful and deliberate on the Executive's part, which is committed in bad faith or without reasonable belief that such violation is in the best interests of the Company and which is not remedied in a reasonable period of time after receipt of written notice from the Company specifying such violation or (ii) the conviction of the Executive of a felony involving moral turpitude. (c) GOOD REASON; WINDOW PERIOD; OTHER TERMINATIONS. The Executive's employment may be terminated (i) during the Employment Period by the Executive for Good Reason, (ii) during the Window Period by the Executive without any reason or (iii) by Executive other than (A) for Good Reason or (B) during a Window Period. For purposes of this Agreement, the "Window Period" shall mean the 180-day period immediately following the date a Change of Control occurs. Anything in this Agreement to the contrary notwithstanding, if a Change of Control occurs and if the Executive's employment with the Company is terminated prior to the date on which the Change of Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment or cessation of status as an officer (i) was at the request of a third party who has taken steps reasonably calculated to effect the Change of Control or (ii) otherwise arose in connection with or anticipation of the Change of Control, then for all purposes of this Agreement the "date a Change of Control occurs" shall mean the date immediately prior to the date of such termination of employment or cessation of status as an officer. For purposes of this Agreement, "Good Reason" shall mean :

Appears in 5 contracts

Samples: Executive Employment Agreement (Pogo Producing Co), Executive Employment Agreement (Pogo Producing Co), Executive Employment Agreement (Pogo Producing Co)

Termination of Employment. a) Death or Disability DEATH OR DISABILITY. The Executive's employment shall terminate automatically upon the Executive's death death. The Company shall be entitled to terminate the Executive's employment because of the Executive's Disability during the Employment Period. If the Company determines in good faith "Disability" means that the Disability of (i) the Executive has occurred during been unable, for the Employment Period period specified in the Company's disability plan for senior executives, but not less than a period of 180 consecutive business days, to perform the Executive's duties under this Agreement, as a result of physical or mental illness or injury, and ( pursuant to ii) a physician selected by the definition of Disability set forth below) Company or its insurers, it may give and acceptable to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate or the Executive's employment legal representative, has determined that the Executive is disabled within the meaning of the applicable disability plan for senior executives. In such event, A termination of the Executive's employment with by the Company for Disability shall terminate be communicated to the Executive by written notice, and shall be effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, unless the Executive shall not have returned returns to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean duties before the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative Disability Effective Date. (b) Cause TERMINATION BY THE COMPANY. (i) The Company may terminate the Executive's employment during for Cause or without Cause. "Cause" means (A) the Employment Period conviction of the Executive for the commission of a felony from which all final appeals have been taken, or (B) willful gross misconduct by the Executive in connection with his employment by the Company, in either case that results in material and demonstrable financial harm to the Company. No act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act or failure to act that is based upon authority given pursuant to a resolution duly adopted by the Board, or the advice of counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event of a dispute concerning the application of this provision, no claim by the Company that Cause exists shall be given effect unless the Company establishes to the Board by clear and convincing evidence that Cause exists. (ii) A termination of the Executive's employment for Cause shall not be effective unless it is accomplished in accordance with the following procedures. The Company shall give the Executive written notice ("Notice of Termination for Cause") of its intention to terminate the Executive's employment for Cause, setting forth in reasonable detail the specific conduct of the Executive that it considers to constitute Cause and the specific provisions of this Agreement on which it relies, and stating the date, time and place of the Special Board Meeting for Cause. For purposes The "Special Board Meeting for Cause" means a meeting of the Board called and held specifically and exclusively for the purpose of considering the Executive's termination for Cause, that takes place not less than twenty nor more than thirty business days after the Executive receives the Notice of Termination for Cause. The Executive shall be given an opportunity, together with counsel, to be heard at the Special Board Meeting for Cause. The Executive's termination for Cause shall be effective when and if a resolution is duly adopted at the Special Board Meeting for Cause by affirmative vote of three-quarters of the entire membership of the Board stating that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in the Notice of Termination for Cause and that such conduct constitutes Cause under this Agreement , . (c) GOOD REASON. (i) The Executive may terminate employment for Good Reason or without Good Reason. " Cause Good Reason" shall mean means:

Appears in 5 contracts

Samples: Agreement and Plan of Merger (Fleet Financial Group Inc), Agreement and Plan of Merger (Fleet Financial Group Inc), Agreement and Plan of Merger (Fleet Financial Group Inc)

Termination of Employment. a) Death or Disability. The ------------------------- ------------------- Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability "Disability" set forth below), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean means the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative representative (such agreement as to acceptability not to be withheld unreasonably). (b) Cause. The Company may terminate the Executive's employment ----- during the Employment Period for "Cause ". For purposes of this Agreement, "Cause" shall mean means (i) an act or acts of personal dishonesty taken by the Executive and intended to result in substantial personal enrichment of the Executive at the expense of the Company, (ii) repeated violations by the Executive of the Executive's obligations under Section 4(a) of this Agreement (other than as a result of incapacity due to physical or mental illness) which are demonstrably willful and deliberate on the Executive's part, which are committed in bad faith or without reasonable belief that such violations are in the best interests of the Company and which are not remedied in a reasonable period of time after receipt of written notice from the Company or (iii) the conviction of the Executive of a felony involving moral turpitude. (c) Good Reason. The Executive's employment may be terminated during ----------- the Employment Period by the Executive for Good Reason. For purposes of this Agreement, "Good Reason" means:

Appears in 5 contracts

Samples: Hologic Inc, Hologic Inc, Hologic Inc

Termination of Employment. a) Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it the Company may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive's employment employment no sooner than 30 days following such notice. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of date specified in such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, that the Executive shall not have returned to full-time performance of the Executive's duties duties prior thereto. For purposes of this Agreement, "Disability" shall mean any disability that (a) entitles the absence Executive to disability income benefits under the GATX Long Term Disability Income Plan as in effect on the day prior to the Effective Date, and (b) prevents the executive, for the duration of the Employment Period, from engaging in the same or comparable type of employment as that in which the Executive from was engaged on the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable day prior to the Executive or the Executive's legal representative Effective Date. (b) Cause. The Company may terminate the Executive's employment during the Employment Period only for Cause. For purposes of this Agreement, "Cause" shall mean:

Appears in 5 contracts

Samples: Agreement for Employment (Gatx Corp), Agreement for Employment (Gatx Corp), Agreement for Employment (Gatx Corp)

Termination of Employment. a) Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give provide to the Executive written notice in accordance with Section 12(b 11 (b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after the receipt of such receipt notice, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness illness, which is determined to be total and permanent by a physician selected by the Company or its insurers and reasonably acceptable to the Executive or the Executive's legal representative. (b) Cause. The Company may terminate the Executive's employment during the Employment Period for with or without Cause. For purposes of this Agreement, "Cause" shall mean:

Appears in 5 contracts

Samples: Employment Agreement Between (Janus Capital Group Inc), Change of Control Agreement (Janus Capital Group Inc), Change of Control Agreement (Janus Capital Group Inc)

Termination of Employment. a) Death or Disability . The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period . If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and reasonably acceptable to the Executive or the Executive's legal representative. (b) Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean:

Appears in 5 contracts

Samples: Change of Control Employment Agreement (Kewaunee Scientific Corp /De/), Change of Control Employment Agreement (Kewaunee Scientific Corp /De/), Change of Control Employment Agreement (Kewaunee Scientific Corp /De/)

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

Appears in 4 contracts

Samples: Employment Agreement (Mdu Resources Group Inc), Employment Agreement (Mdu Resources Group Inc), Employment Agreement (Mdu Resources Group Inc)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below “Disability”), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean ” means the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative . The foregoing to the contrary notwithstanding, if the Executive’s employment would otherwise be considered to have terminated by reason of the Executive’s death or Disability, but circumstances described in clause (1), (2), (3), (4) or (5) of Section 4(c) (definition of Good Reason) occurred on or before the date of the Executive’s death or the Executive’s Disability Effective Date, as the case may be, the Executive’s employment with the Company shall be deemed to have been terminated by the Executive for Good Reason. (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for with or without Cause. For purposes of this Agreement, " Cause " shall mean ” means:

Appears in 4 contracts

Samples: Change in Control Agreement (Kbw, Inc.), Change in Control Agreement (Kbw, Inc.), Kbw, Inc.

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below “Disability”), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean ” means the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative. (b representative.(b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for Cause. For purposes of this Agreement, " Cause " shall mean ” means:

Appears in 4 contracts

Samples: Employment Agreement (Hercules Inc), Employment Agreement (Hercules Inc), Employment Agreement (Becton Dickinson & Co)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below “Disability”), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that provided, that within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean ” means the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative. (b) By the Company Without Cause or For Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, " Cause " shall mean ” means:

Appears in 4 contracts

Samples: Employment Agreement (Journal Register Co), Employment Agreement (Journal Register Co), Journal Register Co

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon the Executive 's ’s death during the Employment Continuity Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Continuity Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for 180 consecutive business days (or for 180 business days in any consecutive 365 days) as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative. (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Continuity Period for with or without Cause. For purposes of this Agreement, " Cause " shall mean:

Appears in 4 contracts

Samples: Change in Control Continuity Agreement (Eagle Materials Inc), Change in Control Continuity Agreement (Eagle Materials Inc), Change in Control Continuity Agreement (Eagle Materials Inc)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon the Executive 's ’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time full‑time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean the absence of the Executive from the Executive 's ’s duties with the Company on a full-time full‑time basis for 180 consecutive business days (or for 180 business days in any consecutive 365 days) as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative. (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for with or without Cause. For purposes of this Agreement, " Cause " shall mean:

Appears in 4 contracts

Samples: Change in Control Employment Agreement (Dime Community Bancshares Inc), Change in Control Employment Agreement (Dime Community Bancshares Inc), Change in Control Employment Agreement (Dime Community Bancshares Inc)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon the Executive 's ’s death during the Employment Contract Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Contract Period (pursuant to the definition of Disability set forth below), it the Board may give to provide the Executive with written notice in accordance with Section 12(b 10(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days 30-day period after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean the absence inability of the Executive from to perform the Executive 's ’s duties with the Company on a full-time basis for 180 consecutive business days in any one-year period as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative illness. (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Contract Period for with or without Cause. For purposes of this Agreement, " Cause " shall mean:

Appears in 4 contracts

Samples: Amended and Restated Employment Agreement (Primerica, Inc.), Amended and Restated Employment Agreement (Primerica, Inc.), Amended and Restated Employment Agreement (Primerica, Inc.)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon the Executive 's ’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it the Board may give to provide the Executive with written notice in accordance with Section 12(b 10(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days 30-day period after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean the absence inability of the Executive from to perform the Executive 's ’s duties with the Company on a full-time basis for 180 consecutive business days in any one-year period as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative illness. (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for with or without Cause. For purposes of this Agreement, " Cause " shall mean:

Appears in 4 contracts

Samples: Employment Agreement (Primerica, Inc.), Employment Agreement (Primerica, Inc.), Employment Agreement (Primerica, Inc.)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon the Executive 's ’s death during the Employment Period. If the Company determines in good faith that the Disability (as defined below) of the Executive has occurred during the Employment Period (pursuant to Period, the definition of Disability set forth below), it Company may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive 's ’s employment . In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties . For purposes of this Agreement, " Disability " shall mean the absence inability of the Executive from to perform his duties or fulfill his responsibilities under this Agreement, with reasonable accommodation (unless the Executive's duties with Executive elects not to accept reasonable accommodation), for a period of 120 or more consecutive days, or for a period of 120 or more intermittent days during any one-year period, by reason of any physical or mental incapacity, disability or illness, the Company on a full-time basis for 180 consecutive business days as a result existence of incapacity due to mental or physical illness which is determined to be total and permanent confirmed by a physician selected by the Company or its insurers and reasonably acceptable to the Executive or the Executive 's ’s legal representative. (b) Cause. The Company may terminate the Executive 's ’s employment at any time during the Employment Period for Cause or not for Cause ; provided that before any termination for Cause is implemented by the Company, Executive shall be permitted to be heard before five members of the Company’s Executive Committee, one of which will be the head of the Human Resources for the Company. For purposes of this Agreement, " Cause " shall mean:

Appears in 4 contracts

Samples: Employment Agreement (Schwab Charles Corp), Employment Agreement (Schwab Charles Corp), Employment Agreement (Schwab Charles Corp)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon the Executive 's ’s death during the Employment Period. If the Company determines in good faith that the Disability (as defined below) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below) Period, it may give to provide the Executive with written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative. (b representative.(b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for either with or without Cause. For purposes of this Agreement, " Cause " shall mean:

Appears in 4 contracts

Samples: Employment Agreement (Kbw, Inc.), Employment Agreement (Kbw, Inc.), Form of Employment Agreement (Kbw, Inc.)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon the Executive 's ’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ) , ; provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative. (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for Cause. For purposes of this Agreement, " Cause " shall mean:

Appears in 4 contracts

Samples: Employment Agreement (Bank of America Corp /De/), Employment Agreement (Bank of America Corp /De/), Employment Agreement (Bank of America Corp /De/)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon the Executive 's ’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative. (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, " Cause " shall mean:

Appears in 4 contracts

Samples: Employment Agreement (Meadwestvaco Corp), Employment Agreement (Meadwestvaco Corp), Employment Agreement (Meadwestvaco Corp)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon the Executive 's ’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to provide the Executive with written notice in accordance with Section 12(b 9(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days 30-day period after such receipt, the Executive shall not have returned to full- full time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean the absence inability of the Executive from the Executive's to perform his duties with the Company on a full-time basis for 120 consecutive days or for 180 consecutive business intermittent days in any one-year period as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a licensed physician selected by the Company or its insurers and reasonably acceptable to the Executive or the Executive 's ’s legal representative . If the Parties cannot agree on a licensed physician, each Party shall select a licensed physician and the two physicians shall select a third who shall be the approved licensed physician for this purpose. (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for with or without Cause. For purposes of this Agreement, " Cause " shall mean:

Appears in 4 contracts

Samples: Employment Agreement (Motorola Inc), Employment Agreement (Motorola Inc), Employment Agreement (Motorola Inc)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon the Executive 's ’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability “Disability” set forth below), it may give to the Executive written notice in accordance with Section 12(b 13(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean ” means the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative representative (such agreement as to acceptability not to be withheld unreasonably). (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for Cause . For purposes of this Agreement, " Cause " ” means (i) any fraudulent act or acts intended to result in substantial harm or loss to the Company or any of its subsidiaries; (ii) material violation of the Company’s, or any of its subsidiaries’, Code of Conduct, and other Company Codes of Conduct or policies and procedures that are applicable to the Executive; or (iii) the conviction of the Executive of a felony involving moral turpitude. The Company shall mean provide the Executive with 30 days written notice of any determination of Cause and provide the Executive, for a period of 30 days following such notice, with the opportunity to appear before the Board, with or without legal representation, to present arguments and evidence on his behalf and following such presentation to the Board, the Executive may only be terminated for Cause if the Board by a vote of not less than 75% of the independent directors (determined in accordance with the corporate governance listing standards of the Nasdaq National Market and the applicable rules and regulations of the Commission) determining that his actions did, in fact, constitute for Cause. (c) Good Reason. The Executive’s employment may be terminated during the Employment Period by the Executive for Good Reason. For purposes of this Agreement, “Good Reason” means:

Appears in 4 contracts

Samples: Change of Control Agreement (Cytyc Corp), Change of Control Agreement (Hologic Inc), Change of Control Agreement (Hologic Inc)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon the Executive 's ’s death during the Employment Period. If the Company determines in good faith that the Disability (as defined below) of the Executive has occurred during the Employment Period (pursuant to Period, the definition of Disability set forth below), it Company may give to provide the Executive with written notice in accordance with Section 12(b 9(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for 180 one hundred and twenty (120) consecutive business days or one hundred and eighty (180) days within any twelve month period as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative illness. (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for either with or without Cause. For purposes of this Agreement, " Cause " shall mean:

Appears in 4 contracts

Samples: Employment Agreement (Sunrise Senior Living Inc), Employment Agreement (Sunrise Senior Living Inc), Employment Agreement (Sunrise Senior Living Inc)

Termination of Employment. (a) Retirement, Death or Disability. The Executive 's ’s employment shall terminate automatically upon the Executive 's ’s death or Retirement (as defined herein) during the Employment Period . For purposes of this Agreement, “Retirement” shall mean either (i) voluntary termination by the Executive of the Executive’s employment upon satisfaction of the requirements for early retirement under the Company’s tax-qualified defined benefit pension plan or (ii) voluntary termination by the Executive of the Executive’s employment upon satisfaction of the requirements for normal retirement under the terms of the Company’s tax-qualified pension plan. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean the absence termination of the Executive from Executive’s employment upon satisfaction of the Executive's duties with requirements to receive benefits under the Company on a full Company’s long- time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative term disability plan. (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for Cause. For purposes of this Agreement, " Cause " shall mean:

Appears in 4 contracts

Samples: Employment Agreement (Wachovia Corp New), Employment Agreement (Wachovia Corp New), Employment Agreement (Wachovia Corp New)

Termination of Employment. a) Death or Disability DEATH OR DISABILITY. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the The Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention shall be entitled to terminate the Executive's employment employment because of the Executive's "Disability" (as herein defined) during the Employment Period. In such event "Disability" means that (i) the Executive has been unable, for a period of six (6) months, or for a total of 180 days in any given period of twelve (12) months, to perform the Executive's duties under this Agreement, as a result of physical or mental illness or injury, and (ii) a physician selected by the Company or its insurers, has determined that the Executive's incapacity is total and permanent. A termination of the Executive's employment with by the Company for Disability shall terminate be communicated to the Executive by written notice, and shall be effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, unless the Executive shall not have returned is able to, and does, return to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean duties before the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative Disability Effective Date. (b) Cause BY THE COMPANY. (i) The Company may terminate the Executive's employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, "Cause" shall mean means:

Appears in 4 contracts

Samples: General Release of All Claims (Dictaphone Corp /De), General Release of All Claims (Dictaphone Corp /De), General Release of All Claims (Dictaphone Corp /De)

Termination of Employment. a) Death or Disability DEATH OR DISABILITY. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period death. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period ( pursuant to the definition of as Disability set forth is defined below), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and reasonably acceptable to the Executive or the Executive's legal representative. (b) Cause CAUSE. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean:

Appears in 4 contracts

Samples: Lesco Inc/Oh, Lesco Inc/Oh, Lesco Inc/Oh

Termination of Employment. a) Death or Disability. The ------------------------- ------------------- Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative , subject to (i) the Company's obligations and the Executive's rights under (A) the Americans with Disabilities Act, 42 U.S.C. Sections 1210 et seq., and (B) the Family and Medical Leave Act, 29 U.S.C. Sections 2601 et seq. (and the regulations promulgated under the foregoing Acts), and (ii) the exclusion from such 180 business day calculation of any business days constituting vacation days under Section 3(b)(viii). (b) Cause. The Company may terminate the Executive's employment ----- during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean:

Appears in 4 contracts

Samples: Change of Control Employment Agreement (National Commerce Bancorporation), Amended and Restated Employment Agreement (National Commerce Bancorporation), Change of Control Employment Agreement (National Commerce Bancorporation)

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

Appears in 4 contracts

Samples: Employment Agreement (Federal Mogul Corp), Deferred Compensation Plan (General Signal Corp), Employment Agreement (Pmi Group Inc)

Termination of Employment. a) Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b 10(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 90 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative injury. (b) Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean:

Appears in 4 contracts

Samples: Executive Continuity Agreement (Maxxim Medical Inc/Tx), Executive Continuity Agreement (Maxxim Medical Inc/Tx), Executive Continuity Agreement (Maxxim Medical Inc/Tx)

Termination of Employment. a) Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b 9(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Commencement Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean have the absence of meaning set forth in the Executive from the Executive Company's duties with the Company on a full Long- time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative Term Disability Plan. (b) Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean:

Appears in 4 contracts

Samples: Amended and Restated Employment Agreement (James River Corp of Virginia), Agreement and Plan of Merger Among (James River Corp of Virginia), Agreement and Plan of Merger Among (James River Corp of Virginia)

Termination of Employment. a) Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive Executive, as defined in the Company's long-term disability plan, has occurred during the Employment Period (pursuant to the definition of Disability set forth below) Period, it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties . For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative . (b) Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean (i) a material breach by the Executive of the Executive's obligations under Section 3(a) (other than as a result of incapacity due to physical or mental illness) which is demonstrably willful and deliberate on the Executive's part, which is committed in bad faith or without reasonable belief that such breach is in the best interests of the Company and which is not remedied in a reasonable period of time after receipt of written notice from the Company specifying such breach or (ii) the conviction of the Executive of a felony involving moral turpitude. (c) Good Reason. The Executive's employment may be terminated during the Employment Period by the Executive for Good Reason. For purposes of this Agreement, "Good Reason" shall mean:

Appears in 4 contracts

Samples: Employment Agreement (Landamerica Financial Group Inc), Landamerica Financial Group Inc, Landamerica Financial Group Inc

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

Appears in 4 contracts

Samples: Change of Control Agreement (Rockwell International Corp), Change of Control Agreement (Rockwell International Corp), Form of Change of Control Agreement (New Rockwell Collins Inc)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Change of Control Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Change of Control Period (pursuant to the definition of Disability set forth below “Disability”), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean ” means the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative. (b representative.(b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Change of Control Period for Cause. For purposes of this Agreement, " Cause " shall mean ” means:

Appears in 3 contracts

Samples: Change of Control Agreement (Collective Brands, Inc.), Change of Control Agreement (Collective Brands, Inc.), Change of Control Agreement (Collective Brands, Inc.)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below “Disability”), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean ” means the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative. (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for with or without Cause. For purposes of this Agreement, " Cause " shall mean ” means:

Appears in 3 contracts

Samples: Change of Control Employment Agreement (Uap Holding Corp), Change of Control Employment Agreement (Uap Holding Corp), Special Severance Agreement (Carpenter Technology Corp)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below “Disability”), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day one year after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 thirty days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean ” means the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative representative (such agreement as to acceptability not to be unreasonably withheld). (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for with or without Cause. For purposes of this Agreement, " Cause " shall mean ” means:

Appears in 3 contracts

Samples: Change of Control Employment Agreement (Assurant Inc), Change of Control Employment Agreement (Assurant Inc), Change of Control Employment Agreement (Assurant Inc)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below “Disability”), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean ” means the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative representative (such agreement as to acceptability not to be unreasonably withheld). (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for with or without Cause. For purposes of this Agreement, " Cause " shall mean ” means:

Appears in 3 contracts

Samples: Change of Control Employment Agreement (Capital One Financial Corp), Change of Control Employment Agreement (Capital One Financial Corp), Change of Control Employment Agreement (Capital One Financial Corp)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company Employer determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below “Disability”), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company Partnership or the Employer (as applicable) shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean ” means the absence of the Executive from the Executive 's ’s duties with the Company Partnership or the Employer (as applicable) on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company Partnership or the Employer (as applicable) or its respective insurers and acceptable to the Executive or the Executive 's ’s legal representative. (b representative.(b) Cause. The Company Partnership or the Employer (as applicable) may terminate the Executive 's ’s employment during the Employment Period for with or without Cause. For purposes of this Agreement, " Cause " shall mean ” means:

Appears in 3 contracts

Samples: Change of Control Severance Agreement (NuStar Energy L.P.), Severance Agreement (Valero L P), Severance Agreement (Valero L P)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon the Executive 's ’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it the Company may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive 's employment ’s employment no sooner than 30 days following such notice. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of date specified in such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, that the Executive shall not have returned to full-time performance of the Executive 's duties ’s duties prior thereto. For purposes of this Agreement, " Disability " shall mean any disability that (a) entitles the absence Executive to disability income benefits under the GATX Long Term Disability Income Plan as in effect on the day prior to the Effective Date, and (b) prevents the Executive, for the duration of the Employment Period, from engaging in the same or comparable type of employment as that in which the Executive from was engaged on the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable day prior to the Executive or the Executive's legal representative Effective Date. (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period only for Cause. For purposes of this Agreement, " Cause " shall mean:

Appears in 3 contracts

Samples: Agreement for Employment (Gatx Corp), Amended and Restated Agreement (Gatx Corp), Amended and Restated Agreement (Gatx Corp)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon the Executive 's ’s death during the Employment Period. If the Company determines in good faith that the Disability (as defined below) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below) Period, it may give to provide the Executive with written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive 's ’s employment . In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties . For purposes of this Agreement, " Disability " shall mean the absence Executive’s inability to engage in any substantial gainful activity by reason of the Executive from the Executive's duties with the Company on any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a full-time basis for 180 consecutive business days as a result continuous period of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative not less than twelve (12) months. (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for either with or without Cause. For purposes of this Agreement, " Cause " shall mean:

Appears in 3 contracts

Samples: Employment Agreement (Aviv REIT, Inc.), Employment Agreement (Aviv REIT, Inc.), Employment Agreement (Aviv REIT, Inc.)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon the Executive 's ’s death during the Employment Period. If the Company determines in good faith that the Disability (as defined below) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below) Period, it may give to provide the Executive with written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative. (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for either with or without Cause. For purposes of this Agreement, " Cause " shall mean:

Appears in 3 contracts

Samples: Amended and Restated Employment Agreement (Kbw, Inc.), Amended and Restated Employment Agreement (Kbw, Inc.), Kbw, Inc.

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

Appears in 3 contracts

Samples: Employment Agreement (Comerica Inc /New/), Employment Agreement (Comerica Inc /New/), Employment Agreement (Comerica Inc /New/)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon the Executive 's ’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to provide the Executive with written notice in accordance with Section 12(b 10(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative. (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for either with or without Cause. For purposes of this Agreement, " Cause " shall mean:

Appears in 3 contracts

Samples: Employment Agreement (Mgic Investment Corp), Employment Agreement (Mgic Investment Corp), Employment Agreement (Mgic Investment Corp)

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

Appears in 3 contracts

Samples: Change in Control Agreement (Office Depot Inc), Change in Control Agreement (Office Depot Inc), Change in Control Agreement (Office Depot Inc)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall will terminate automatically upon the Executive 's ’s death during the Employment Period. If the Company determines in good faith that the a Disability (as defined below) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below) Period, it may give to provide the Executive with written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such that event, the Executive 's ’s employment with the Company shall will terminate effective on the 30th day after receipt of such notice by the Executive receives the notice (the " Disability Effective Date " ) , ; provided that, within the 30 days 30-day period after such receipt, receipt of the notice the Executive shall does not have returned return to full- full time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean ” means the absence inability of the Executive from the Executive's to perform his duties with the Company on a full-time basis for 180 consecutive business or intermittent days in any one-year period as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a licensed physician selected by the Company or its insurers and reasonably acceptable to the Executive or the Executive 's ’s legal representative . If the Parties cannot agree on a licensed physician, each Party will select a licensed physician and the two physicians will select a third, and the third physician will be the approved licensed physician for this purpose. (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for with or without Cause. For purposes of this Agreement, " Cause " shall mean ” means:

Appears in 3 contracts

Samples: Employment Agreement (Freescale Semiconductor Holdings I, Ltd.), Employment Agreement (Freescale Semiconductor Holdings I, Ltd.), Employment Agreement (Freescale Semiconductor Holdings I, Ltd.)

Termination of Employment. (a ) Prior to Effective Date. At any time prior to the Effective Date, the Executive's employment may be terminated for any reason, with or without cause, by the Company or by the Executive by delivery of a Notice of Termination (as defined below) to the other party hereto given in accordance with Section 11(b) of this Agreement. (b) Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability "Disability" set forth below), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean means the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative representative (such agreement as to acceptability not to be withheld unreasonably). ( b c) Cause. The Company may terminate the Executive's employment during the Change of Control Employment Period for "Cause ". For purposes of this Agreement, "Cause" means (i) an act or acts of personal dishonesty taken by the Executive and intended to result in substantial personal enrichment of the Executive at the expense of the Company, (ii) repeated violations by the Executive of the Executive's obligations under Section 3(a) of this Agreement which are demonstrably willful and deliberate on the Executive's part and which are not remedied in a reasonable period of time after receipt of written notice from the Company, or (iii) the conviction of the Executive of a felony involving moral turpitude. (d) Good Reason. The Executive's employment may be terminated by the Executive during the Change of Control Employment Period for Good Reason. For purposes of this Agreement, "Good Reason" means (i) a Change of Control and/or (ii) if Executive shall mean elect to remain in the employ of the Company during the Change of Control Employment Period, the occurrence of any one or more of the following during the Change of Control Employment Period:

Appears in 3 contracts

Samples: Employment Agreement (Wellman Inc), Employment Agreement (Wellman Inc), Employment Agreement (Wellman Inc)

Termination of Employment. a) Death or Disability DEATH OR DISABILITY. The Executive's employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below "Disability"), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided PROVIDED that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean means the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative. ( b B) Cause CAUSE. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean means:

Appears in 3 contracts

Samples: Change of Control Employment Agreement (Investors Financial Services Corp), Change of Control Employment Agreement (Investors Financial Services Corp), Change of Control Employment Agreement (Investors Financial Services Corp)

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

Appears in 3 contracts

Samples: Change of Control Employment Agreement (Foster Wheeler LTD), Change of Control Employment Agreement (Foster Wheeler Corp), Change of Control Employment Agreement (Foster Wheeler Corp)

Termination of Employment. a) Death or Disability. The ------------------------- ------------------- Executive's employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below "Disability"), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean means the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative. (b) Cause. The Company may terminate the Executive's employment during ----- the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean means:

Appears in 3 contracts

Samples: Special Severance Agreement (Carpenter Technology Corp), Employment Agreement (Becton Dickinson & Co), Employment Agreement (Becton Dickinson & Co)

Termination of Employment. a) Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability "Disability" set forth below), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean means the absence of the Executive from the Executive's duties with the Company on a full- full- time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative representative (such agreement as to acceptability not to be withheld unreasonably). (b) Cause. The Company may terminate the Executive's employment during the Employment Period for "Cause ". For purposes of this Agreement, "Cause" shall mean means (i) an act or acts of personal dishonesty taken by the Executive and intended to result in substantial personal enrichment of the Executive at the expense of the Company, (ii) repeated violations by the Executive of the Executive's obligations under Section 4(a) of this Agreement (other than as a result of incapacity due to physical or mental illness) which are demonstrably willful and deliberate on the Executive's part, which are committed in bad faith or without reasonable belief that such violations are in the best interests of the Company and which are not remedied in a reasonable period of time after receipt of written notice from the Company or (iii) the conviction of the Executive of a felony involving moral turpitude. (c) Good Reason. The Executive's employment may be terminated during the Employment Period by the Executive for Good Reason. For purposes of this Agreement, "Good Reason" means:

Appears in 3 contracts

Samples: Vivid Technologies Inc, Vivid Technologies Inc, Vivid Technologies Inc

Termination of Employment. a) Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative representative (such agreement as to acceptability not to be withheld unreasonably). (b) Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean (i) a material breach by the Executive of the Executive's obligations under Section 4(a) (other than as a result of incapacity due to physical or mental illness) which is demonstrably willful and deliberate on the Executive's part, which is committed in bad faith or without reasonable belief that such breach is in the best interests of the Company and which is not remedied in a reasonable period of time after receipt of written notice from the Company specifying such breach or (ii) the conviction of the Executive of a felony involving moral turpitude. (c) Good Reason; Window Period. The Executive's employment may be terminated (i) during the Employment Period by the Executive for Good Reason or (ii) during the Window Period by the Executive without any reason. For purposes of this Agreement, the "Window Period" shall mean the 30-day period immediately following the first anniversary of the Effective Date. For purposes of this Agreement, "Good Reason" shall mean :

Appears in 3 contracts

Samples: Change of Control Employment Agreement (Landamerica Financial Group Inc), Change of Control Employment Agreement (Landamerica Financial Group Inc), Change of Control Employment Agreement (Bausch & Lomb Inc)

Termination of Employment. a) Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b 13(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative. (b) Cause Termination by Executive. The Company may terminate the Executive's employment during may be terminated by the Employment Period Executive for Cause any reason or no reason. (c) Notice of Termination. Any termination by the Company or by the Executive shall be communicated by Notice of Termination to the other party hereto given in accordance 5 6 with Section 13(b) of this Agreement. For purposes of this Agreement, a " Cause Notice of Termination" means a written notice which (i) if given by the Company, indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, if given by the Company, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated and (iii) if the Date of Termination (as described below) is other than the date of receipt of such notice, specifies the termination date (which date shall mean: be not more than thirty days after the giving of such notice). (d) Date of Termination. "Date of Termination" means (i) if the Executive's employment is terminated by the Executive, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, (ii) if the Executive's employment is terminated by the Company other than for Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination and (iii) if the Executive's employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be.

Appears in 3 contracts

Samples: Employment Agreement (Cannondale Corp /), Employment Agreement (Cannondale Corp /), Employment Agreement (Cannondale Corp /)

Termination of Employment. a) Death (%3)Death or Disability. The Executive 's ’s employment shall terminate automatically upon the Executive 's ’s death during the Employment Period. If the Company determines in good faith that the Disability (as defined below) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below) Period, it may give to the provide Executive with written notice in accordance with Section 12(b 9(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company and its subsidiaries and affiliates shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative . (b) Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean: .

Appears in 2 contracts

Samples: Amended and Restated Employment Agreement (Westinghouse Air Brake Technologies Corp), Amended and Restated Employment Agreement (Westinghouse Air Brake Technologies Corp)

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

Appears in 2 contracts

Samples: Change in Control Agreement (Office Depot Inc), Change in Control Agreement (Office Depot Inc)

Termination of Employment. (a) Death or Disability. The Executive's employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below "Disability"), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean means the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative . (b) Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean: .

Appears in 2 contracts

Samples: Special Severance Agreement (Carpenter Technology Corp), Special Severance Agreement (Carpenter Technology Corp)

Termination of Employment. (a) Death or Disability. The Executive's employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below "Disability"), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean means the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative. (b representative.(b) Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean means:

Appears in 2 contracts

Samples: Executive Agreement (Titan Corp), Employment Agreement (Hercules Inc)

Termination of Employment. (a) Death or Disability. The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it the Company may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive's employment employment no sooner than 30 days following such notice. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of date specified in such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, that the Executive shall not have returned to full-time performance of the Executive's duties duties prior thereto. For purposes of this Agreement, "Disability" shall mean any disability that (a) entitles the absence Executive to disability income benefits under the GATX Long Term Disability Income Plan as in effect on the day prior to the Effective Date, and (b) prevents the Executive, for the duration of the Employment Period, from engaging in the same or comparable type of employment as that in which the Executive from was engaged on the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable day prior to the Executive or the Executive's legal representative Effective Date. (b) Cause. The Company may terminate the Executive's employment during the Employment Period only for Cause. For purposes of this Agreement, "Cause" shall mean:

Appears in 2 contracts

Samples: Amended and Restated Agreement (Gatx Corp), Agreement for Employment (Gatx Corp)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Change of Control Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Change of Control Period (pursuant to the definition of Disability set forth below “Disability”), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean ” means the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative. (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Change of Control Period for Cause. For purposes of this Agreement, " Cause " shall mean ” means:

Appears in 2 contracts

Samples: Change of Control Agreement (Collective Brands, Inc.), Change of Control Agreement (Collective Brands, Inc.)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below “Disability”), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided provided, however, that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean ” means the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative representative (such agreement as to acceptability not to be unreasonably withheld). (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for with or without Cause. For purposes of this Agreement, " Cause " shall mean ” means:

Appears in 2 contracts

Samples: Change of Control Employment Agreement (PNC Financial Services Group Inc), Change of Control Employment Agreement (PNC Financial Services Group Inc)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below “Disability”), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ) , ; provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean ” means the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative. (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for with or without Cause. For purposes of this Agreement, " Cause " shall mean ” means:

Appears in 2 contracts

Samples: Change of Control Employment Agreement (Uap Holding Corp), Change of Control Employment Agreement (Uap Holding Corp)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon if the Executive's death Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below) Period, it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean ” means the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative representative (such agreement as to acceptability not to be unreasonably withheld). ( b) Cause b)Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for with or without Cause. For purposes of this Agreement, " Cause " shall mean ” means:

Appears in 2 contracts

Samples: Change in Control Employment Agreement (Wausau Paper Corp.), Change in Control Employment Agreement (Wausau Paper Corp.)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon the Executive 's ’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it the Board may give to provide the Executive with written notice in accordance with Section 12(b 10(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days 30-day period after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean the absence inability of the Executive from the Executive's to perform his duties with the Company on a full-time basis for 180 consecutive business days in any one-year period as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative illness. (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for with or without Cause. For purposes of this Agreement, " Cause " shall mean:

Appears in 2 contracts

Samples: Employment Agreement (Primerica, Inc.), Employment Agreement (Primerica, Inc.)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon the Executive 's ’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for 180 consecutive business days in a 365-day period as a result of incapacity due to mental or physical illness which that is determined to be total and permanent by a physician selected by the Company or its insurers and reasonably acceptable to the Executive or the Executive 's ’s legal representative. (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for either with or without Cause. For purposes of this Agreement, " Cause " shall mean:

Appears in 2 contracts

Samples: Agreement (Lazard LTD), Form of Agreement (Lazard LTD)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon the Executive 's ’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for 180 consecutive business days (or for 180 business days in any consecutive 365 days) as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative. (b representative.(b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for with or without Cause. For purposes of this Agreement, " Cause " shall mean:

Appears in 2 contracts

Samples: Change of Control Employment Agreement (Borgwarner Inc), Change of Control Employment Agreement (Borgwarner Inc)

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

Appears in 2 contracts

Samples: Change of Control Employment Agreement (Vulcan Materials CO), Change of Control Employment Agreement (Vulcan Materials CO)

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

Appears in 2 contracts

Samples: Employment Agreement (Briggs & Stratton Corp), Employment Agreement (Briggs & Stratton Corp)

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

Appears in 2 contracts

Samples: Change of Control Agreement (Office Depot Inc), Change of Control Agreement (Office Depot Inc)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon the Executive 's ’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th 90th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 90 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean disability which, after the absence expiration of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which more than 52 weeks after its commencement, is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative representative (such agreement to acceptability not to be withheld unreasonably). (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for Cause. For purposes of this Agreement, " Cause " shall mean:

Appears in 2 contracts

Samples: Employment Agreement (PPG Industries Inc), Employment Agreement (PPG Industries Inc)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon the Executive 's ’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to provide the Executive with written notice after such determination in accordance with Section 12(b 11(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 thirty (30) days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " other than with respect to vesting and payment of RSUs subject to Section 409A, “Disability " shall mean the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for not less than 120 consecutive days (or an aggregate period of not less than 180 consecutive business days days) as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative. For purposes of vesting and payment of RSUs, to the extent necessary to comply with Section 409A, “Disability” shall have the meaning provided in Section 409A. (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for Cause. For purposes of this Agreement, " Cause " shall mean:

Appears in 2 contracts

Samples: Employment Agreement (CareFusion Corp), Employment Agreement (CareFusion Corp)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon the Executive 's ’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to provide the Executive with written notice in accordance with Section 12(b 10(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for 120 consecutive days or longer (or an aggregate period of 180 consecutive business days or longer) as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative. (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for Cause. For purposes of this Agreement, " Cause " shall mean:

Appears in 2 contracts

Samples: Employment Agreement (Cardinal Health Inc), Employment Agreement (Cardinal Health Inc)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon the Executive 's ’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to provide the Executive with written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ) , ; provided that, within the 30 days 30-day period after such receipt, the Executive shall not have returned to full- full time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean the absence inability of the Executive from the Executive's to perform his duties with the Company on a full-time basis for 180 consecutive business days or for 180 intermittent days in any one-year period as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a licensed physician selected by the Company or its insurers and reasonably acceptable to the Executive or the Executive 's ’s legal representative . If the Parties cannot agree on a licensed physician, each Party shall select a licensed physician and the two physicians shall select a third who shall be the approved licensed physician for this purpose. (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for with or without Cause. For purposes of this Agreement, " Cause " shall mean:

Appears in 2 contracts

Samples: Employment Agreement (Freescale Semiconductor Inc), Employment Agreement (Freescale Semiconductor Inc)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon the Executive 's ’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to provide the Executive with written notice in accordance with Section 12(b 13(c) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean the absence of the Executive from the Executive 's ’s duties with the Company on a full-time basis for 180 120 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative. (b representative.(b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for either with or without Cause. For purposes of this Agreement, " Cause " shall mean:

Appears in 2 contracts

Samples: Employment Agreement (BNC Bancorp), Employment Agreement (BNC Bancorp)

Termination of Employment. (a) Death or Disability. The Executive 's ’s employment shall terminate automatically upon the Executive 's ’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to provide the Executive with written notice in accordance with Section 12(b 14(f) of this Agreement of its intention to terminate the Executive 's ’s employment. In such event, the Executive 's ’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the " Disability Effective Date " ), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive 's ’s duties. For purposes of this Agreement, " Disability " shall mean the absence inability of the Executive from to perform the Executive 's ’s duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness illness, which is inability continues for six consecutive months, as determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive 's ’s legal representative. (b) Cause. The Company may terminate the Executive 's ’s employment during the Employment Period for either with or without Cause. For purposes of this Agreement, " Cause " shall mean:

Appears in 2 contracts

Samples: Employment Agreement (Huntington Bancshares Inc/Md), Employment Agreement (Huntington Bancshares Inc/Md)