TERMINATION WITHOUT CAUSE; DEATH; DISABILITY. In the event of Employee's Disability (as defined herein), this Agreement may be terminated at the election of the Company. Upon termination for death or Disability, Employee or his/her beneficiary or estate or legal representative shall be entitled to receive the amounts payable under Section 5 (c). For purposes of this Agreement, "Disability" is defined to mean the inability of Employee due to illness or physical or mental infirmity (as determined by a physician selected by Employee and acceptable to the Company) to perform his duties hereunder on a full-time basis for six consecutive months with reasonable accommodation by the Company. Employee shall, upon request of the Company, furnish information and assistance to the Company, and, in addition, upon reasonable request of the Company's Board of Directors or its designees, shall make himself available to undertake reasonable assignments consistent with the dignity, importance and scope of his position and his physical and mental health.
TERMINATION WITHOUT CAUSE; DEATH; DISABILITY. Upon termination due to death or Disability, Employee or his/his beneficiary or estate or legal representative shall be entitled to receive the amounts payable under Section 5c). For purposes of this Agreement, "Disability" is defined to mean the inability of Employee due to illness or physical or mental infirmity (as determined by a physician selected by Employee and acceptable to the Company) to perform his duties hereunder on a full-time basis for six (6) consecutive months with reasonable accommodation by the Company. Employee shall, upon request of the Company, furnish information and assistance to the Company, and shall make himself available to undertake reasonable assignments consistent with the dignity, importance and scope of his position and his physical and mental health.
TERMINATION WITHOUT CAUSE; DEATH; DISABILITY. If the Participant is terminated by the Company without Cause (as hereinafter defined), dies or Participant’s employment terminates due to permanent disability (as determined under the Company’s long-term disability policy) prior to the Vesting Conditions being satisfied, the Participant’s Target Award will equal the product of (i) the Target Award, multiplied by (ii) a fraction, the numerator of which is the number of days the Participant was continuously employed with the Company or an Affiliate thereof from January 1, 2006 through the termination date, and the denominator of which is 1095 days and (iii) multiplied by the Applicable Payout Percentage upon determination thereof. The amount, if any, of the Target Award as so determined shall be paid in accordance with the provisions of Section 1(e). Notwithstanding the foregoing, if a Change in Control (as defined herein) occurs after the Participant’s termination of employment by the Company without Cause or upon death or permanent disability, but prior to January 1, 2009, and the Company is on track with respect to its targeted expense reduction goals set forth in the Company’s 2006 to 2010 Long Term Strategic Plan (Fourth Quarter 2005) immediately prior to the Change In Control, as reasonably determined by the Committee in its business judgment with input from the Company’s CEO, then immediately prior to the closing of the transaction that results in a Change In Control, Participant (or if applicable Participant’s Estate) shall be entitled to receive a cash award under the Plan equal to the product of (A) the Initial Target Award, multiplied by (B) a fraction, the numerator of which is the number of days the Participant was continuously employed with the Company or an Affiliate thereof from January 1, 2006 through the date of Participant’s termination of employment, and Participant (or Participant’s estate, if applicable) shall not be entitled to any other portion of the Initial Target Award. This Agreement shall terminate upon any such payment to Participant or Participant’s estate.
TERMINATION WITHOUT CAUSE; DEATH; DISABILITY. If Executive's employment is terminated by (x) the Company without Cause or as the result of Executive's Disability, or (y) Executive's death, then if Executive is not entitled to payments or benefits under the Change-in-Control Severance Agreement (as defined below in Section 6(d)), Executive (or in the case of his death, his estate, heirs, or legatees) shall be entitled to the following:
TERMINATION WITHOUT CAUSE; DEATH; DISABILITY. In the event of Employee's Disability (as defined herein), this Agreement may be terminated at the election of the Company. Upon termination for death or Disability, Employee or his/her beneficiary or estate or legal representative shall be entitled to receive the amounts payable under Section 5(c). For purposes of this Agreement, "Disability" is defined to mean the inability of Employee due to illness or physical or mental infirmity (as determined by a physician selected by Employee and acceptable to the Company) to perform his duties hereunder on a basis for six consecutive months with reasonable accommodation by the Company.
TERMINATION WITHOUT CAUSE; DEATH; DISABILITY. The Company may, at its sole option, terminate this Agreement without any cause or reason. In addition, this Agreement will automatically terminate upon Employee's death or Disability (as defined herein). Upon termination for Disability, Employee shall be entitled to receive the amounts payable under Section 6 (c)(i) and (ii) (base salary for 9 months and prorated bonus) less any amounts received under any disability insurance policy or plan. For purposes of this Agreement, "Disability" is defined to mean the inability of Employee due to illness or physical or mental infirmity (as determined by a physician selected by Employee and acceptable to the Company) to perform his duties hereunder on a full-time basis for six consecutive months with reasonable accommodation by the Company.
TERMINATION WITHOUT CAUSE; DEATH; DISABILITY. During the Term, if the Employee’s employment is terminated by the Company without Cause or Employee’s employment is terminated by reason of death or disability, the Company shall continue to pay Employee or his estate as special severance payments hereunder Employee’s then current base salary as provided in Section 3(a) payable in regular installments over a period of one (1) year after termination in accordance with the normal payroll practices of the Company, but if and only if, Employee or, in the event of Employee’s death or disability, his executor or other personal representative, has executed and delivered to the Company a general release (“Release”) in customary form and substance as reasonably satisfactory to the Company and the Release has become effective, and only so long as Employee has not revoked or breached the provisions of the Release or breached the provisions of Section 7 or Section 8 hereof. In addition, notwithstanding Section 6(d) hereof, the Company shall maintain in full force and effect for the continued welfare benefit of Employee and, where applicable, Employee’s dependents to the extent such dependents were receiving such benefits prior to the termination of Employee’s employment, for the term of this one-year period after such termination, all employee welfare benefit plans and programs or arrangements in which Employee was entitled to participate immediately prior to the termination, provided that his continued participating is possible under the general terms and provisions of such plans and programs.
TERMINATION WITHOUT CAUSE; DEATH; DISABILITY. The Company may, at its sole option, terminate Employee's hereunder without any cause or reason. In the event that the Company materially reduces Employee's duties or status without his prior written consent, or materially breaches its obligations under this Agreement, and fails to promptly (but, in any event, within ten (10) days) remedy same after receipt of written notice from Employee, Employee, at his option, may resign, whereupon such action shall be treated as a termination without cause. In addition, this Agreement will automatically terminate upon Employee's death or Disability (as defined herein). Upon termination for death or Disability, Employee (or his estate) shall be entitled to receive the amounts payable under Section 6 (c)(i) and (ii) for 9 months less any amounts payable under any disability insurance policy or plan. For purposes of this Agreement, "Disability" is defined to mean the inability of Employee due to illness or physical or mental infirmity (as determined by a physician selected by Employee and acceptable to the Company) to perform his duties hereunder on a full-time basis for six consecutive months with reasonable accommodation by the Company.
TERMINATION WITHOUT CAUSE; DEATH; DISABILITY. If Hxxxxx’x employment is terminated without Cause (as defined hereinbelow) by the Company or by death or disability prior to October 17, 2006, Hxxxxx shall be entitled to receive severance compensation and benefits as follows:
TERMINATION WITHOUT CAUSE; DEATH; DISABILITY. The Company or the Consultant may terminate the Consulting Period and the Consultant’s service hereunder at any time and for any reason during the Consulting Period. In the event that the Consulting Period and the Consultant’s service hereunder is terminated by the Company without Cause (as defined below), or on account of the Consultant’s death or Disability (as defined below), neither the Consultant nor the Consultant’s beneficiaries or estate will have any further rights or claims against the Company under this Agreement, except the right to receive (i) any unpaid portion of the Consulting Fee provided for in Section 4.1 hereof to the date of termination, and any other amounts or benefits due to the Consultant hereunder through the date of termination, (ii) continued monthly payment of the Consulting Fee until the date that is twenty-four months from the date of the Effective Time and (iii) the welfare coverages in accordance with Section 4.2 hereof until the date that is twenty-four months from the date of the Effective Time. For purposes hereof, “Cause” shall mean (i) the Consultant’s willful and substantial misconduct, (ii) the Consultant’s gross neglect of or willful failure to perform the Consulting Services, (iii) the Consultant’s material breach of any of the agreements contained in Sections 6 hereof, (iv) the commission by the Consultant of a fraudulent act with respect to the business and affairs of the Company or any subsidiary thereof or (v) the Consultant’s conviction of (or plea of nolo contendere to) a crime constituting a felony. It shall be a condition precedent to the Company’s right to terminate the Consulting Period and the Consultant’s service hereunder for “Cause” that (1) the Company shall first have given the Consultant written notice stating with specificity the reason
