Termination Due to Death or Disability Contract Clauses (37)

Termination Due to Death or Disability. 5.1 Death or Disability. If Executive dies while employed pursuant to this Agreement, then all obligations of the parties hereunder shall terminate immediately. If Executive is unable due to a physical or mental condition to perform the essential functions of his/her position with or without reasonable accommodation for ninety (90) consecutive days or for one-hundred and eighty (180) days in the aggregate during any twelve (12) month period or based on the written certification by two licensed p...hysicians of the likely continuation of such condition for either such period (such condition being herein referred to as "Disability"), the Company, at its option, may terminate Executive's employment under this Agreement immediately upon giving Executive notice to that effect. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law. Termination pursuant to this Section 5 is hereinafter referred to as a "Death or Disability Termination". 5.2 Substitution. The Board of Directors may designate another employee to act in Executive's place during any period of Executive's Disability during the Service Period. Notwithstanding any such designation, Executive shall continue to receive Executive's Base 3 Salary and benefits in accordance with Sections 1.4 and 2 of this Agreement until Executive becomes eligible for disability income under the Company's disability income insurance (if any) or until the termination of Executive's employment, whichever shall first occur. 5.3 Disability Income Payments. While receiving disability income payments under the Company's disability income insurance (if any), Executive shall not be entitled to receive any Base Salary, but shall continue to be eligible to participate in all other compensation and benefits in accordance with Sections 1.4 and 2 until the date of Executive's termination. Notwithstanding the foregoing and in accordance with the Company's benefit plans, Executive may be ineligible for coverage as an employee under the Company's group health insurance plan during the period of Executive's Disability, in which case continued coverage will be based on eligibility for COBRA or applicable state continuation coverage. All matters of eligibility for coverage or benefits under any benefit plan shall be determined in accordance with the provisions of such plan. 5.4 Verification of Disability. If any question shall arise as to whether during any period Executive is disabled through any illness, injury, accident or condition of either a physical or psychological nature so as to be unable to perform substantially all of Executive's duties and responsibilities hereunder, Executive may, and at the request of the Company shall, submit to a medical examination by one or more licensed physicians selected by the Company to whom Executive or Executive's guardian has no reasonable objection to determine whether Executive is so disabled and such determination shall for the purposes of this Agreement be conclusive of the issue. If such question shall arise and Executive shall fail to submit to such medical examination, the Company's determination of the issue shall be binding on Executive. View More

Termination Due to Death or Disability. In the event Executive dies or suffers a disability (as defined herein) during the term of employment, this Agreement shall automatically be terminated on the date of such death or disability without further obligation on the part of the Company other than the Accrued Obligations (as defined in Section 10) which shall be paid in accordance with the award agreements, benefits plans, past practice and applicable law. For purposes of this Agreement, Executive shall be considered to have suffered a ..."disability": (i) upon a good faith determination by Company that, as a result of any mental or physical impairment, Executive is and will likely remain unable to perform the essential functions of his duties or responsibilities hereunder on a full-time basis for one hundred eighty (180) days, with or without reasonable accommodation, or (ii) Executive becomes eligible for or receives any benefits pursuant to the Company's long-term disability policy. Notwithstanding anything expressed or implied above to the contrary, the Company agrees to fully comply with its obligations under the Family and Medical Leave Act of 1993 and the Americans with Disabilities Act as well as any other applicable federal, state, or local law, regulation, or ordinance governing the provision of leave to individuals with serious health conditions or the protection of individuals with disabilities as well as the Company's obligation to provide reasonable accommodation thereunder. View More

Termination Due to Death or Disability. Your employment hereunder shall terminate upon the occurrence of your death. The Company may terminate your employment due to Disability. The restrictions set forth in Section 17 shall continue to apply following the termination of employment due to Disability. 4 (a) In the event of a termination of your employment due to your death or Disability, you or your estate, as the case may be, shall be entitled to receive: (i) continuation of Base Salary for 12 months following termination of employmen...t (or, if shorter, the remainder of the Initial Term), less any short term disability insurance proceeds you receive during such period in the event termination of your employment is due to your Disability, and less any life insurance proceeds you receive from any company-paid life insurance policies in the event of your death; (ii) acceleration to the termination date of 100% vesting of the 100,000 restricted stock units granted under this Agreement; (iii) reimbursement for allowable business expenses incurred, but not paid prior to such termination of employment, subject to the receipt of supporting information by the Company; and (iv) such other compensation and benefits as may be provided in applicable plans and programs of the Company, according to the terms and conditions of such plans and programs. (b) Except as otherwise provided herein, the exercise and/or termination of the equity awards under this Agreement shall be governed by the Plan and the applicable award agreements. (c) "Disability" as used above shall mean that, during your employment with the Company, you shall, in the opinion of an independent physician selected by agreement between the Board and you, become so physically or mentally incapacitated that you are unable to perform the duties of your employment for an aggregate of 180 days in any 365 day consecutive period or for a continuous period of six (6) consecutive months. View More

Termination Due to Death or Disability. If the Executive's employment is terminated due to death or Disability, the Company shall provide the Executive with the following payments and benefits, in addition to the Accrued Payments: (a) Severance Payment. An amount equal to 0.5 times the sum of (A) the Executive's Base Salary plus (B) the Executive's Average Annual Bonus, payable in a lump sum on the first payroll date following the Release Effective Date. The amount of this severance payment shall be reduced by any remuneration paid by... the Company to the Executive in respect of the Executive's notice of termination period and/or in lieu of such notice of termination period under and in accordance with the Employment Contract; (b) Prorated Bonus Payment; Prior Year Bonus. An amount equal to 0.5 times the Average Annual Bonus, prorated based on the number of days during the year of termination that the Executive was employed prior to the Termination Date, payable in a lump sum on the first payroll date following the Release Effective Date (the "Final Year Bonus Payment"). Such Final Year Bonus Payment shall be in consideration for any claim the Executive has or may have to any annual bonus payment from the Company under the Employment Contract in respect of the year in which his employment with the Company terminates. In addition, to the extent not paid as of the Termination Date, the annual bonus (if any) earned by the Executive for the year immediately preceding the year in which the Termination Date occurs, determined in good faith on a basis consistent with the Company's annual incentive compensation program and payable at the same time as bonuses paid to senior executives of the Company, or, if later, the first payroll date following the Release Effective Date; and 3 (c) Equity Vesting. With respect to any outstanding equity or equity-based incentive awards held by the Executive under any Company MarketAxess Holdings Inc. equity incentive plans that are not vested as of the Termination Date: (A) fifty percent (50%) of any such award subject solely to time- or service-based vesting shall immediately vest in full, and the remainder shall be immediately forfeited; and (B) fifty percent (50%) of any such award subject to performance-based vesting shall immediately vest (x) based on actual performance for any performance period that is completed prior to the Termination Date, or (y) based on target performance level for any performance period that is not completed prior to the Termination Date. Executive's outstanding equity awards shall otherwise be subject to the same terms and conditions that apply under the applicable equity plan and award agreements. In addition to the payments and benefits provided in this Section 4, the Executive shall remain eligible for benefits under the Company's existing life and disability insurance plans in which the Executive participates, in accordance with the terms of such plans. View More