Death Following Certain Terminations Clause Samples

Death Following Certain Terminations. Notwithstanding the foregoing, if you die following a termination of Employment pursuant to Section 2(c)(iii) (Certain Involuntary Terminations) or Section 2(c)(iv) (Termination due to Qualifying Separation), but prior to the Certification Date, then your estate, beneficiary or any person who acquires the PSUs by inheritance or devise, as applicable, shall become vested in the Pro-Rata Number of PSUs (for the avoidance of doubt, assuming achievement of all performance goals at the “target” level) on the date of your death following such a termination of employment.

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Death Following Certain Terminations. Notwithstanding the foregoing, if you die following a termination of Employment pursuant to Section 3(d)(i) (Certain Involuntary Terminations), then, to the extent the Option (or portion thereof) remains outstanding as of the date of your death, your estate, beneficiary or any person who acquires the Option (or portion thereof) by inheritance or devise, as applicable, shall become fully vested in the Option (or such portion thereof that remains outstanding) on the date of your death (to the extent then unvested) and shall have the right to exercise any vested and unexercised portion of the Option until the Expiration Date.

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Death Following Certain Terminations. Notwithstanding the foregoing, if you die following (A) a termination of Employment pursuant to Section 2(c)(iv) (Qualifying Separation) or (B) a termination of Employment pursuant to Section 2(c)(iii) (Termination due to Specified Divestiture or Reduction in Force), but in either case prior to the Scheduled Vesting Date, then your estate, beneficiary or any person who acquires the PSUs by inheritance or devise, as applicable, shall (I) become vested in (x) the Target Number of PSUs on the date of your death following a termination of Employment pursuant to Section 2(c)(iv) (Qualifying Separation) or (y) the Pro Rata Number of PSUs on the date of your death following a termination of Employment pursuant to Section 2(c)(iii) (Termination due to Specified Divestiture or Reduction in Force), and (II) be eligible to vest in the Top-Up Number of PSUs on the Certification Date based upon actual achievement relative to the Performance Goals during the Performance Period; provided, that, in the event of your death following a termination of Employment pursuant to Section 2(c)(iii) (Termination due to Specified Divestiture or Reduction in Force), the Top-Up Number of PSUs shall be equal to the positive difference, if any, between the number of PSUs that would have vested based on actual achievement relative to the Performance Goals during the Performance Period (based on the Pro Rata Number of PSUs that remain outstanding following the Date of Termination), less the Pro Rata Number of PSUs (the “Pro Rata Top-Up Number of PSUs”).

Death Following Certain Terminations. Notwithstanding the foregoing, if you die following (i) a Qualifying Separation or (ii) a termination of Employment due to Specified Divestiture or Reduction in Force, but in any case prior to the Vesting Date, then (subject to Section 2(e)), your estate, beneficiary or any person who acquires the PSUs by inheritance or devise shall (A) become vested in (x) the Target Number of PSUs on the date of your death following a Qualifying Separation or (y) the Pro Rata Number of PSUs on the date of your death following a Specified Divestiture or Reduction in Force, and (B) be eligible to vest in the Top-Up Number of PSUs on the Certification Date based upon actual achievement relative to the Performance Goals during the Performance Period; provided, that, in the event of your death following a Specified Divestiture or Reduction in Force, the Top-Up Number of PSUs shall be equal to the positive difference, if any, between the number of PSUs that would have vested based on actual achievement relative to the Performance Goals during the Performance Period (based on the Pro Rata Number of PSUs that remain outstanding following the Date of Termination), less the Pro Rata Number of PSUs (the “Pro Rata Top-Up Number of PSUs”).

Death Following Certain Terminations. Notwithstanding the foregoing, if you die following a termination of Employment pursuant to Section 2(c)(iii) (Certain Involuntary Terminations) or Section 2(c)(iv) (Termination due to Qualifying Separation), but prior to the applicable Scheduled Vesting Date , then your estate, beneficiary or any person who acquires the RSUs (to the extent still outstanding) by inheritance or devise, as applicable, shall become fully vested in the RSUs, or such portion thereof that remains outstanding, in each case, to the extent then unvested, on the date of your death.

Death Following Certain Terminations. Notwithstanding the foregoing, if you die following a termination of Employment pursuant to Section 3(d)(i) (Certain Involuntary Terminations) or Section 3(d)(ii) (Termination due to Qualifying Separation), then, to the extent the Option (or portion thereof) remains outstanding as of the date of your death, your estate, beneficiary or any person who acquires the Option (or portion thereof) by inheritance or devise, as applicable, shall become fully vested in the Option (or such portion thereof that remains outstanding) on the date of your death (to the extent then unvested) and shall have the right to exercise any vested and unexercised portion of the Option until the Expiration Date.

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Certain Terminations The termination of any Proceeding or of any claim, issue, or matter therein by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.
Payments Upon Certain Terminations (i) In the event of a termination of the Employee's employment Without Cause or a termination by the Employee of his employment for Good Reason, the Employer shall pay to the Employee (A) (1) the greater of (x) his Base Salary, if any, for the period from the Date of Termination through the last day of the Initial Term, provided that Employer may, at any time, pay to the Employee in a single lump sum an amount equal to the Base Salary remaining to be paid to the Employee as of the date of such lump sum payment and (y) an amount equal to one year's Base Salary, less (2) any amounts paid or to be paid to the Employee under the terms of any severance plan or program of Employer, if any, as in effect on the Date of Termination and (B) a Pro Rata Share of the Annual Bonus (as defined below). If the Employee's employment shall terminate and he is entitled to receive salary continuation payments under this Section 6(f)(i), and if the Employee obtains new employment, any salary continuation payments to which the Employee may be entitled pursuant to this Section 6(f)(i) shall be reduced or canceled to the extent that the Employee receives salary and other cash compensation from such employment. Any benefits payable to the Employee under any otherwise applicable plans, policies and practices of Employer shall not be limited by this provision. (ii) If the Employee's employment shall terminate upon his death or Disability or if Employer shall terminate the Employee's employment for Cause, Employer shall pay the Employee his full Base Salary through the Date of Termination, plus, in the case of termination upon the Employee's death or Disability, a Pro Rata Share of the Annual Bonus. Any benefits payable to or in respect of the Employee under any otherwise applicable plans, policies and practices of the Employer shall not be limited by this provision. (iii) For purposes of this Section 6, the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated assuming that 100% of the Operating Target is achieved in such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 30 days after the Date of Termination. If the Employee is terminated on or after July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 90 days after the close of the year in respect of which the Pro Rata Share of the Annual Bonus is payable.
Certain Terminations of Employment If your employment is terminated by the Company for Cause or because you are Disabled, if you terminate your employment without Good Reason or if your employment ends because of your death, then the Company shall pay your Accrued Benefit through the Date of Termination and, except for the payment of the Accrued Benefit, your compensation, benefits, and stock option vesting shall cease as of the Date of Termination.
Certain Termination Benefits Unless otherwise specifically provided in this Agreement or otherwise required by law, all compensation and benefits payable to Executive under this Agreement shall terminate on the date of termination of Executive’s employment under this Agreement. Notwithstanding the foregoing, in the event of termination of Executive’s employment with the Company pursuant to Section 5(c) or Section 5(d) above, the Company shall provide to Executive the following termination benefits (“Termination Benefits”): (i) continuation of salary at a rate equal to one-hundred (100%) of Executive’s Base Salary as in effect on the date of termination for a period of twelve months (payment shall be subject to withholding under applicable law and shall be made in periodic installments in accordance with the Company’s usual payroll practice for executive officers of the Company as in effect from time to time) with the first payment starting on the first payroll date that occurs 30 days after the Termination Date; (ii) provided Executive elects and remains eligible for the continuation of group health plan benefits pursuant to 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), the Company will pay with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and Executive as in effect on the date of termination from the date of termination until the earlier of: (1) twelve months after the date of termination, or (2) the date Executive is no longer eligible for COBRA; and (iii) payment of the bonus that the Executive would have been entitled to receive under the bonus or other performance plan referred to in Section 3(b) had his employment not been terminated, prorated based on the number of days the Executive was employed by the Company during the relevant bonus period. Such payment shall be made to the Executive at the time bonuses under such plan are generally paid to other participants but in no event later than March 15 of the calendar year following the termination date. The Company shall have the right to terminate all of the Termination Benefits set forth in Section 5(e)(i) and Section 5(e)(ii) in the event that Executive fails to comply in any material respect with Executive’s Continuing Obligations under this Agreement. Notwithstanding the foregoing, nothing in this Section 5(e) shall be construed to affect Executive’s right to receive COBRA continuation entirely at Executive’s own cost to the extent that Executive may continue to be entitled to COBRA continuation after Executive’s right to cost sharing under Section 5(e)(ii) ceases. The Company and Executive agree that the Termination Benefits paid by the Company to Executive under this Section 5(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Executive’s employment pursuant to Section 5(c) or Section 5(d), and that the payment of the Termination Benefits shall be contingent upon Executive’s delivery of a separation agreement in a form satisfactory to the Company that shall include a general release of claims in favor of the Company and related persons and entities (“Release Agreement”), it being understood that no Termination Benefits shall be provided unless and until such Release agreement becomes fully effective.
Termination; Survival Following Termination (i) Either party may terminate this Agreement prior to the end of the Agency Period, by giving written notice as required by this Agreement, upon ten (10) Trading Days’ notice to the other party; provided that, (A) if the Company terminates this Agreement after the Agent confirms to the Company any sale of Shares, the Company shall remain obligated to comply with Section 3(b)(v) with respect to such Shares and (B) Section 2, Section 6, Section 7 and Section 8 shall survive termination of this Agreement. If termination shall occur prior to the Settlement Date for any sale of Shares, such sale shall nevertheless settle in accordance with the terms of this Agreement. (ii) In addition to the survival provision of Section 7(b)(i), the respective indemnities, agreements, representations, warranties and other statements of the Company, of its officers and of the Agent set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Agent or the Company or any of its or their partners, officers or directors or any controlling person, as the case may be, and, anything herein to the contrary notwithstanding, will survive delivery of and payment for the Shares sold hereunder and any termination of this Agreement.

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