TERMINATION WITHOUT CAUSE; DEATH; DISABILITY Clause Samples

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. Subject to subsection 6(d) below, 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 Executive (or in the case of his death, his estate, heirs, or legatees) shall be entitled to the following: (i) The continued payment of an amount equal to Executive’s Base Salary as of the date immediately preceding the Employment Termination Date for 24 consecutive months following the Employment Termination Date, payable monthly; (ii) an amount equal to the annual bonus for the Fiscal Year in which the employment termination occurs that the Committee in good faith determines or estimates (based on Executive’s performance during the Fiscal Year up to the Employment Termination Date and other factors) that Executive would have earned (under his Annual Bonus Opportunity), if any, if he had remained employed for the entire Fiscal Year, prorated for the number of days in the Fiscal Year during which Executive was employed, with such amount to be paid to Executive on the date that the annual bonus would have otherwise been payable if Executive had remained employed by the Company; (iii) either: (A) except in the case of Executive’s death, if Executive elects and maintains continued coverage under the Consolidated Omnibus Benefits Reconciliation Act of 1985 and corresponding regulations (“COBRA”), then amounts equal to the premiums paid or payable by Executive for coverage under COBRA for himself and his eligible covered dependents (if any) for up to 18 consecutive months after the Employment Termination Date and, thereafter, the continued coverage of Executive under the Company’s group health or medical plan, or similar coverage arranged for by the Company, for an additional six consecutive months; except that these payments and additional coverage shall expire or terminate immediately upon Executive’s becoming eligible for coverage under another employer’s benefits plan or policy; or (B) in the case of Executive’s death, if Executive’s eligible covered dependents (if any) who are qualified beneficiaries as the result of his death elect and maintain continued coverage under COBRA, then amounts equal to the premiums paid or payable by those dependents for coverage under COBRA for up to 24 consecutive months after the Employment Termination Date; and (iv) except in the case of Executive’s death, the continued payment to or for the benefit of Executive of amounts equal to (A) the Com...

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. 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 shall be entitled to retain the number of Shares equal to the product of (i) the total number of Shares granted pursuant to this Agreement, 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, rounded down to the nearest whole number and (iii) multiplied by the Applicable Payout Percentage upon determination thereof. The amount, if any, of the Target Award Shares as so determined shall be distributed in accordance with the provisions of Section 1(g); the remainder of the Target Award Shares shall be forfeited by the Participant. 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, that number of shares equal to the product of (A) the total number of Shares granted pursuant to this Agreement, 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, shall vest and be distributed to Participant or Participant’s estate, as applicable. This Agreement shall terminate upon any such distribution of Shares to Participant or Participant’s estate.

TERMINATION WITHOUT CAUSE; DEATH; DISABILITY. If the employment of a Management Shareholder other than ▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇ with the Company is terminated (A) without "cause" as contemplated in such Management Shareholder's employment agreement, or (B) by the Management Shareholder for any reason constituting "constructive termination" as defined in such Management Shareholder's employment agreement, then the remaining Management Shareholders shall have the option for a period of 60 days from the date of such termination to purchase (in such proportions as they shall agree or, if they cannot agree, in proportion to their ownership of outstanding Common Stock other than the Stock of the terminated Management Shareholder), and if such option is exercised, the terminated Management Shareholder may, but shall not be obligated to, sell all of the Stock held by such terminated Management Shareholder (the "Terminated Manager's Stock") on terms substantially identical to those set forth in Section 5(e) (other than subsections (iii) and (iv) thereof) and at the price set forth in Section 5(d). If the employment of a Management Shareholder other than ▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇ with the Company is terminated due to death or Disability (as such terms are defined in such Management Shareholder's employment agreement, then such Management Shareholder's or such Management Shareholder's personal representative may, for a period of sixty (60) days from the date of appointment of such personal representative or disability, as the case maybe, offer to the remaining Management Shareholder's the option to purchase (in such proportions as they shall agree or, if they cannot agree, in proportion to their ownership of outstanding Common Stock other than the Stock of the deceased or disabled Management Shareholder) and if such option is exercised, the decreased or disabled Management Shareholder may, but shall not be obligated to, sell all of such Terminated Manager's Stock on terms substantially identical to those set forth in Section 5(e) (other than subsections (iii) and (iv) thereof) and at the price set forth in Section 5(d) If all of the Terminated Manager's Stock is not purchased by the other Management Shareholders, the Company shall, upon such Management Shareholder's request, purchase, within 90 days after the date of said termination, and such terminated Management Shareholder shall sell, all of the Terminated Manager's Stock at the price set forth in Section 5(d), and upon the terms set forth in Section 5(...

TERMINATION WITHOUT CAUSE; DEATH; DISABILITY. If (i) the Company or a Subsidiary terminates the Participant’s employment without Cause (as hereinafter defined) and other than for Unsatisfactory Performance (as hereinafter defined) or (ii) the Participant’s employment with the Company or a Subsidiary terminates due to the Participant’s death or Disability, the Participant will continue to be entitled to receive a prorated portion of the payment(s) that the Participant would have received pursuant to this Award if the Participant had remained in the continuous employ of the Company or a Subsidiary from the first day of the Performance Period through the Vesting Date, with such prorated portion determined based on the total number of calendar days that the Participant was employed by the Company or a Subsidiary from the first day of the Performance Period until the date of the Participant’s termination of employment as compared to the total number of calendar days in the Performance Period.

TERMINATION WITHOUT CAUSE; DEATH; DISABILITY. If H▇▇▇▇▇’▇ employment is terminated without Cause (as defined hereinbelow) by the Company or by death or disability prior to October 17, 2006, H▇▇▇▇▇ shall be entitled to receive severance compensation and benefits as follows: i. Cash compensation in an amount equal to Six Hundred Eight Thousand Nine Hundred Seventy Three Dollars ($608,973.00) plus Five Hundred Eighty Two Dollars ($582.00) per day H▇▇▇▇▇ is employed by the Company after the Effective Date (including weekends and holidays) until the date of such termination; ii. All stock options owned by H▇▇▇▇▇, whether granted pursuant to this Agreement or otherwise and regardless of their scheduled vesting dates, will vest immediately upon termination of H▇▇▇▇▇’▇ employment, and will be exercisable for a period of two years following the date of termination, provided that no option may be exercised beyond its original expiration date; iii. The following employee benefits for one year after the date of termination: (1) medical insurance (including Exec-u-care), dental insurance, life insurance and disability insurance, in such forms as exist on the date hereof; (2) an the automobile allowance at the rate of $1,250.00 per month; (3) a clothing allowance at the rate of $100.00 per month; and (4) monthly dues for the current country club of which H▇▇▇▇▇ is a member (but not special assessments). H▇▇▇▇▇ shall not receive any other expense reimbursement or any other benefits after his employment termination, including, without limitation, an office and secretarial support; and iv. Reimbursement for accrued but unpaid vacation, and amounts reimbursable under Section 14 (Expenses) of the Employment Agreement.

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.