Upon Death or Disability. If the Executive dies, all provisions of Section 3 of this Agreement (other than rights or benefits arising as a result of such death) and the Employment Term shall be automatically terminated; provided, however, that an amount equal to the earned and unpaid Incentive Payments to the date of death and the Standard Termination Payments shall be paid, as described above, to the Executive’s surviving spouse or, if none, the Executive’s estate (as set forth above), and the death benefits under the Company’s employee benefit plans shall be paid to the Executive’s beneficiary or beneficiaries as properly designated in writing by the Executive, in accordance with the Company’s applicable employee benefit plans. If the Executive is unable to perform the essential functions of the Executive’s job under this Agreement, with or without reasonable accommodation, by reason of physical or mental disability or incapacity (“Disability”) and such disability or incapacity shall have continued for any period aggregating six (6) months within any twelve (12) consecutive months, the Company may terminate the Executive’s employment, this Agreement and the Employment Term at any time thereafter. In such event, the Executive shall be entitled to receive the Executive’s normal compensation hereunder during said time of disability or incapacity, and shall thereafter be entitled to receive the “Disability Incentive Payment” (as described in the penultimate sentence of this subsection (b)), payable no later than two and a half (2 1/2) months after the Company terminates the Executive’s employment, and the earned and unpaid Incentive Payments to the date of termination of the Executive’s employment and the Standard Termination Payments, payable as described above. The portion of the payment representing the Disability Incentive Payment shall be paid in a lump sum determined on a net present value basis, using a reasonable discount rate determined by the Board. The Disability Incentive Payment shall be equal to the target Incentive Payment that the Executive would have been eligible to receive for the year in which the Employment Term is terminated multiplied by a fraction, the numerator of which is the number of days in such year before and including the day of termination of the Employment Term and the denominator of which is the total number of days in such year.
Upon Death or Disability. (i) If during the Term, the Executive shall become physically or mentally disabled, whether totally or partially, either permanently or so that the Executive, in the good faith judgment of the Board, is unable as a result of such disability to substantially and competently to perform his duties hereunder for a period of 90 consecutive days or for 90 days during any six month period (a “Disability”), the Company may terminate the Executive’s employment hereunder. In order to assist the Board in making that determination, the Executive shall, as reasonably requested by the Board, (a) make himself available for medical examinations by one or more physicians chosen by the Board and (b) use his best efforts to cause his own physicians to be available to discuss with the Board such disability. If the Executive dies during the Term, the Executive’s employment hereunder shall automatically terminate as of the close of business on the date of his death.
Upon Death or Disability. The Executive’s employment shall automatically terminate upon the death of the Executive and may be terminated by the Company upon the Disability of the Executive. For purposes of this Section 3, the Executive shall be deemed Disabled (and termination of the Executive’s employment shall be deemed to be due to such “Disability”) if an independent medical doctor (selected by the Company’s applicable health or disability insurer) certifies that the Executive has, for a cumulative period of more than one hundred twenty (120) days during any 365-day period, been disabled in a manner which seriously interferes with the Executive’s ability to perform the essential functions of Executive’s job even with a reasonable accommodation to the extent required by law. Any refusal by the Executive to submit to a medical examination for the purpose of certifying Disability shall be deemed conclusively to constitute evidence of the Executive’s Disability.
Upon Death or Disability. The Executive’s employment shall terminate upon death or because of disability. For purposes of this paragraph, disability shall occur if the Executive has been unable, by reason of illness or injury (excluding pregnancy), to perform his or her normal duties on behalf of EVERYWARE on a full time basis for a period of 90 days, whether or not consecutive, within the preceding 360-day period, or the Executive has received disability benefits for permanent and total disability under any long-term disability income policy held by or on behalf of the Executive. If Executive’s employment is terminated under this paragraph, EVERYWARE shall pay to the estate of the Executive or to the Executive, as the case may be, the compensation and benefits that would otherwise be payable to him under Paragraph 3 hereof up to the date the termination of his or her employment occurs. However, any Bonus, assuming the attainment of the goals set forth, for the fiscal year in which termination occurs because of death or disability will be pro-rated based on his or her length of service with EVERYWARE in that year.
Upon Death or Disability. This Agreement shall terminate upon Executive’s death or Disability. For purposes of this Agreement, “Disability” shall mean the inability of Executive to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than six months. The determination of whether a Disability has occurred will be made by the Board and Executive; provided, that, if the Board and Executive are not able to agree about whether Executive suffers a “Disability,” then whether a Disability exists will be determined by a mutually agreeable physician. If this Agreement terminates as a result of Executive’s death or Disability, the Company shall pay Executive or Executive’s estate: (i) (A) all accrued and unpaid Base Salary earned; (B) pay for all accrued but unused vacation time, and (C) any other monies owed Executive by the Company on the date of termination; all such amounts payable within 10 days of the date of such termination; and (ii) any annual bonus referred to in Section 2.2 that would otherwise be due for the fiscal year of termination, prorated to the number of days in the fiscal year for which Executive was employed, and payable at the same time as the bonus would have otherwise been due had Executive’s employment not been so terminated.
Upon Death or Disability. In the event your employment with the Company or one of its subsidiaries is terminated by reason of your death or Disability (as defined below), a portion or all of the unvested RSUs held by you shall become vested as provided below in this Section 3(d) and be paid in accordance with Section 4 below. The portion of the unvested RSUs that will vest shall be determined by (i) multiplying the full number of RSUs covered by this Letter by a fraction, the numerator of which shall be the number of months you were employed by the Company or one of its subsidiaries after the date of this Letter (up to a maximum of twenty-four months), and the denominator of which shall be twenty-four, and then (ii) subtracting from the resulting sum the number of RSUs which had previously vested. As an example, and for the avoidance of doubt, if a death or Disability happens one year after the date of this Letter, the net number of RSUs that would vest under this provision would equal (1,000,000 x 12/24) – 250,000 (the RSUs that vested according to their normal annual vesting schedule) = 250,000.
Upon Death or Disability. If Executive's employment with the Company is terminated upon a Change of Control or prior to or upon the second anniversary of a Change of Control by the Company by reason of Disability or death, in lieu of any other severance benefits to which Executive would be entitled under any other plans or programs of the Company, Executive shall be entitled to the following benefits.
Upon Death or Disability. In the event of Executive’s death or “total disability,” which for purposes of this Section 9(c) shall be defined as Executive’s inability to perform the essential functions of his job, with or without reasonable accommodation, due to illness, injury or other physical or mental incapacity, for a period of ninety (90) or more days in any twelve (12) month period this Agreement and Executive’s employment shall terminate (provided that the provisions of Sections 5 and 6 shall survive the termination of this Agreement). In the event of termination under this Section 9(c), the Bank’s obligations under this Agreement shall cease, except that Executive shall be entitled to his Base Salary for services performed through the date of such termination.
Upon Death or Disability. This Agreement shall terminate on the date of the death or disability of the Executive. As used in this Agreement, the term "disability" shall mean the inability of the Executive, due to a physical or mental disability, or a period of 180 consecutive days to perform the essential functions of the 3 Executive's position which are contemplated under this Agreement. A determination of disability shall be made by a physician satisfactory to both the Executive and the Company, provided that if the Executive and the Company do not agree on a physician, the Executive and the Company shall each select a physician and those two together shall select a third physician, whose determination as to disability shall be binding on all parties. The reasonable fees and expenses of any and all such physicians shall be borne by the Company.
Upon Death or Disability. If Executive’s employment is terminated (1) on account of Executive’s Disability then the Company shall pay or provide Executive with the following, subject to the provisions of Section 20 hereof, or (2) on account of Executive’s death, Executive or Executive’s estate, as the case may be, shall be entitled to the following (with the amounts due under Section 7(c)(i) hereof to be paid within sixty (60) days following termination of employment, or such earlier date as may be required by applicable law):