Death of Employee Contract Clauses (65)

Death of Employee. In the event of Employee's death during the term of this agreement or any extension hereof, this Agreement shall terminate immediately, and Employee's estate shall be entitled to receive terminal pay in an amount equal to the amount of Employee's base salary and any performance bonus compensation actually paid by Corporation to Employee during the last thirty-six (36) months of his life, said terminal pay to be paid in thirty-six (36) equal monthly installments beginning on the first day of the ...month next following the month during which Employee's death occurs. If the Employee's death occurs before he has been employed for thirty-six (36) months, the terminal pay shall be based on an amount equal to the Employee's base salary and any performance bonus actually paid by Corporation to Employee during the period of his employment plus the amount of base salary and performance bonus the Employee would have been paid had he survived for the full initial thirty-six (36)-month period. Terminal pay as herein provided for in this Paragraph shall be in addition to amounts otherwise receivable by Employee or his estate under this or any other agreements with Corporation or under any employee benefits or retirement plans established by Corporation and in which Employee is participating at the time of his death. Upon his death, Employee shall be one hundred percent (100%) vested in any employer contributions under the EDCP. In addition, Corporation shall honor all Equity Awards, subject to the terms thereof, granted to Employee prior to his death; and Employee or his estate shall, if not otherwise vested, become fully vested in said options as of the date of Employee's death. View More

Death of Employee. Any distribution or delivery to be made to the Employee under this Agreement will, if the Employee is then deceased, be made to the administrator or executor of the Employee's estate. Any such administrator or executor must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.11. Withholding of Taxes. The Company... (or the subsidiary of the Company employing Employee) will withhold a portion of the RSUs that have an aggregate market value sufficient to pay the required federal, state and local income, employment and any other applicable taxes required to withheld by the Company or the subsidiary of the Company employing Employee with respect to the RSUs, unless the Employee makes alternate arrangements satisfactory to the Board of Directors for such withholdings in advance of the date the withholding obligations arise. Notwithstanding any contrary provision of this Agreement, no Shares will be issued unless and until satisfactory arrangements (as determined by the Board of Directors) have been made by the Employee with respect to the payment of any income and other taxes which the Company determines must be withheld or collected with respect to such Shares. In addition and to the maximum extent permitted by law, the Company (or the subsidiary of the Company employing Employee) has the right to retain without notice from salary or other amounts payable to the Employee, cash having a sufficient value to satisfy any tax withholding obligations that cannot be satisfied through the withholding of otherwise deliverable Shares. If the Employee fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Shares otherwise are scheduled to vest pursuant to this Agreement and such Employee is not an "executive officer" of the Company (within the meaning of Section 402 of the Sarbanes Oxley Act of 2002), the Employee will have 30 business days to cure such failure. If such failure is not cured within this 30-day period or, in the case of an "executive officer" of the Company, the Employee has failed to make satisfactory arrangements at the time the applicable Shares otherwise are scheduled to vest, the Employee hereby expressly consents to the Company retaining, to the maximum extent permitted by law and without notice, from salary or other amounts payable to the Employee cash having a sufficient value to satisfy any tax withholding obligations. To the extent such cash is insufficient to satisfy the Company's tax withholding obligations, the Employee will permanently forfeit the RSUs, or a portion thereof, and such RSUs will be returned to the Company at no cost to the Company.12. Rights as Stockholder. Neither the Employee nor any person claiming under or through the Employee will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares (which may be in book entry form) will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Employee (including through electronic delivery to a brokerage account). After such issuance, recordation and delivery, the Employee will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares. View More