Common use of Death and Permanent Disability Clause in Contracts

Death and Permanent Disability. Upon the death or permanent disability of the Executive during the Term, the employment relationship created pursuant to this Agreement will immediately terminate, the Term will end, and amounts will only be payable under this Agreement as specified in this Section 7.B. Should Executive’s employment with the Company terminate by reason of Executive’s death or permanent disability during the Employment Period, Executive, or Executive’s estate, shall be entitled to receive: (i) the unpaid Base Salary earned by Executive pursuant to Section 3.A for services rendered through the date of Executive’s death or permanent disability, as applicable, payable in accordance with the Company’s normal payroll practices for terminated salaried employees plus all of Executive’s accrued paid time off or vacation; (ii) an amount equal to the Base Salary the Executive would have earned in the 60 day period following Executive’s death or permanent disability, assuming said death or disability had not occurred; (iii) reimbursement of all expenses for which Executive is entitled to be reimbursed pursuant to Section 6, payable in accordance with the Company’s normal reimbursement practices; (iv) the right to continue health care benefits under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, at Executive’s cost, to the extent required and available by law and subject to the Company continuing to maintain a group health plan; (v) any accrued but unpaid Bonus pursuant to Section 3.B, payable at such time as provided in Section 3.B; (vi) pro-rata vesting of the restricted stock award set forth in Section 4.A calculated as if the restricted stock had vested and become unrestricted on a monthly basis. By way of example, if Executive becomes permanently disabled one year after the execution of this Agreement, 25% of his restricted stock shall immediately vest and become unrestricted. By way of further example, if Executive becomes permanently disabled two years and two months after the execution of this Agreement, 54.17% of his restricted stock shall immediately vest and become unrestricted (2.083% vesting per month x 26 months). (vii) the limited death, disability, and/or income continuation benefits provided under Section 5.C, if any, will be payable in accordance with the terms of the plans pursuant to which such limited death or disability benefits are provided. Compensation and benefits provided pursuant to Section 7.B.(i) through 7.B.(vi) are collectively referred to as the “Accrued Obligations.” If Executive’s death occurs before payment of any earned Bonus set forth in section 3.B.(i) – 3.B.(ii) of this Agreement, the applicable payments will be made to the Executive’s estate. For purposes of this Agreement, Executive will be deemed “permanently disabled” if Executive is so characterized pursuant to the terms of the Company’s disability policies or programs applicable to Executive from time to time, or if no such policy is applicable, if the Compensation Committee determines, in its reasonable discretion, that Executive is unable to perform the essential functions of Executive’s duties for physical or mental reasons for ninety (90) days in any twelve-month period.

Death and Permanent Disability. Upon termination of Executive’s employment with the Company due to death or permanent disability of the Executive during the Term, the employment relationship created pursuant to this Agreement will immediately terminate, the Term will end, end and amounts will only be payable under this Agreement as specified in this Section 7.B. 8.B. Should Executive’s employment with the Company terminate by reason of Executive’s death or permanent disability during the Employment Period, Executive, or Executive’s estate, shall be entitled to receive: (i) the unpaid Base Salary earned by Executive pursuant to Section 3.A 4.A for services rendered through the date of Executive’s death or permanent disability, as applicable, payable in accordance with the Company’s normal payroll practices for terminated salaried employees plus all of Executive’s accrued paid time off or vacationemployees; (ii) an amount equal to the Base Salary the Executive would have earned in the 60 day period following Executive’s death or permanent disability, assuming said death or disability had not occurred; (iii) reimbursement of all expenses for which Executive is entitled to be reimbursed pursuant to Section 6, payable in accordance with the Company’s normal reimbursement practices; (iviii) the right to continue health care benefits under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, (“COBRA”) at Executive’s cost, to the extent required and available by law and subject to the Company continuing to maintain a group health plan; (viv) any accrued but unpaid Performance Bonus pursuant to Section 3.B4.B, payable at such time as provided in Section 3.B4.B; (vi) pro-rata vesting of the restricted stock award set forth in Section 4.A calculated as if the restricted stock had vested and become unrestricted on a monthly basis. By way of example, if Executive becomes permanently disabled one year after the execution of this Agreement, 25% of his restricted stock shall immediately vest and become unrestricted. By way of further example, if Executive becomes permanently disabled two years and two months after the execution of this Agreement, 54.17% of his restricted stock shall immediately vest and become unrestricted (2.083% vesting per month x 26 months). (viiv) the limited death, disability, and/or and income continuation benefits provided under Section 5.C6.B, if any, will be payable in accordance with the terms of the plans pursuant to which such limited death or disability benefits are provided. Compensation and benefits provided pursuant to Section 7.B.(i8.B.(i) through 7.B.(vi(v) are collectively referred to as the “Accrued ObligationsTermination Benefits.” If Executive’s death occurs before payment of any earned Bonus set forth in section 3.B.(i) – 3.B.(ii) of this AgreementPerformance Bonus, the applicable payments will be made to the Executive’s estate. For purposes of this Agreement, Executive will be deemed “permanently disabled” if Executive is so characterized pursuant to the terms of the Company’s disability policies or programs applicable to Executive from time to time, or if no such policy is applicable, if the Compensation Committee determines, in its reasonable sole discretion, that Executive is unable to perform the essential functions of Executive’s duties for physical or mental reasons for ninety (90) days in any twelve-month period.

Death and Permanent Disability. Upon termination of Executive’s employment with the Company due to death or permanent disability of the Executive during the Term, the employment relationship created pursuant to this Agreement will immediately terminate, the Term will end, end and amounts will only be payable under this Agreement as specified in this Section 7.B. 8.B. Should Executive’s employment with the Company terminate by reason of Executive’s death or permanent disability during the Employment Period, Executive, or Executive’s estate, shall be entitled to receive: (i) a. the unpaid Base Salary earned by Executive pursuant to Section 3.A 4.A for services rendered through the date of Executive’s death or permanent disability, as applicable, payable in accordance with the Company’s normal payroll practices for terminated salaried employees plus all of Executive’s accrued paid time off or vacationemployees; (ii) an amount equal to the Base Salary the Executive would have earned in the 60 day period following Executive’s death or permanent disability, assuming said death or disability had not occurred; (iii) b. reimbursement of all expenses for which Executive is entitled to be reimbursed pursuant to Section 6, payable in accordance with the Company’s normal reimbursement practices; (iv) c. the right to continue health care benefits under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, at Executive’s cost, to the extent required and available by law and subject to the Company continuing to maintain a group health plan; (v) d. any accrued but unpaid Performance Bonus pursuant to Section 3.B4.B, payable at such time as provided in Section 3.B4.B; (vi) pro-rata vesting of the restricted stock award set forth in Section 4.A calculated as if the restricted stock had vested and become unrestricted on a monthly basis. By way of example, if Executive becomes permanently disabled one year after the execution of this Agreement, 25% of his restricted stock shall immediately vest and become unrestricted. By way of further example, if Executive becomes permanently disabled two years and two months after the execution of this Agreement, 54.17% of his restricted stock shall immediately vest and become unrestricted (2.083% vesting per month x 26 months). (vii) e. the limited death, disability, and/or income continuation benefits provided under Section 5.C6.C, if any, will be payable in accordance with the terms of the plans pursuant to which such limited death or disability benefits are provided. Compensation and benefits provided pursuant to Section 7.B.(i) 8.B.a. through 7.B.(vi) e. are collectively referred to as the “Accrued Obligations.” If Executive’s death occurs before payment of any earned Bonus set forth in section 3.B.(i) – 3.B.(ii) of this AgreementPerformance Bonus, the applicable payments will be made to the Executive’s estate. For purposes of this Agreement, Executive will be deemed “permanently disabled” if Executive is so characterized pursuant to the terms of the Company’s disability policies or programs applicable to Executive from time to time, or if no such policy is applicable, if the Compensation Committee determines, in its reasonable sole discretion, that Executive is unable to perform the essential functions of Executive’s duties for physical or mental reasons for ninety (90) days in any twelve-month period.

Death and Permanent Disability. Upon the death or permanent disability of the Executive during the Term, the employment relationship created pursuant to this Agreement will immediately terminate, the Term will end, and amounts will only be payable under this Agreement as specified in this Section 7.B. 8.B. Should Executive’s employment with the Company terminate by reason of Executive’s death or permanent disability during the Employment Period, Executive, or Executive’s estate, shall be entitled to receive: (i) the unpaid Base Salary earned by Executive pursuant to Section 3.A 4.A for services rendered through the date of Executive’s death or permanent disability, as applicable, payable in accordance with the Company’s normal payroll practices for terminated salaried employees plus all of Executive’s accrued paid time off or vacation; (ii) an amount equal to the Base Salary the Executive would have earned in the 60 day period following Executive’s death or permanent disability, assuming said death or disability had not occurred; (iii) reimbursement of all expenses for which Executive is entitled to be reimbursed pursuant to Section 6, payable in accordance with the Company’s normal reimbursement practices; (iv) the right to continue health care benefits under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, at Executive’s cost, to the extent required and available by law and subject to the Company continuing to maintain a group health plan; (v) any accrued but unpaid Bonus pursuant to Section 3.B4.B, payable at such time as provided in Section 3.B4.B; (vi) pro-rata vesting of the restricted stock award set forth in Section 4.A calculated as if the restricted stock had vested and become unrestricted on a monthly basis. By way of example, if Executive becomes permanently disabled one year after the execution of this Agreement, 25% of his restricted stock shall immediately vest and become unrestricted. By way of further example, if Executive becomes permanently disabled two years and two months after the execution of this Agreement, 54.17% of his restricted stock shall immediately vest and become unrestricted (2.083% vesting per month x 26 months). (vii) the limited death, disability, and/or income continuation benefits provided under Section 5.C6.C, if any, will be payable in accordance with the terms of the plans pursuant to which such limited death or disability benefits are provided. Compensation and benefits provided pursuant to Section 7.B.(i8.B.(i) through 7.B.(vi8.B.(vi) are collectively referred to as the “Accrued Obligations.” If Executive’s death occurs before payment of any earned Bonus set forth in section 3.B.(i4.B.(i) – 3.B.(ii4.B.(iv) of this Agreement, the applicable payments will be made to the Executive’s estate. For purposes of this Agreement, Executive will be deemed “permanently disabled” if Executive is so characterized pursuant to the terms of the Company’s disability policies or programs applicable to Executive from time to time, or if no such policy is applicable, if the Compensation Committee determines, in its reasonable discretion, that Executive is unable to perform the essential functions of Executive’s duties for physical or mental reasons for ninety (90) days in any twelve-month period.

Death and Permanent Disability. Upon the death or permanent disability of the Executive during the Term, the employment relationship created pursuant to this Agreement will immediately terminate, the Term will end, and amounts will only be payable under this Agreement as specified in this Section 7.B. 8.B. Should Executive’s employment with the Company terminate by reason of Executive’s death or permanent disability during the Employment Period, Executive, or Executive’s estate, shall be entitled to receive: (i) the unpaid Base Salary earned by Executive pursuant to Section 3.A 4.A for services rendered through the date of Executive’s death or permanent disability, as applicable, payable in accordance with the Company’s normal payroll practices for terminated salaried employees plus all of Executive’s accrued paid time off or vacation; (ii) an amount equal to the Base Salary the Executive would have earned in the 60 day period following Executive’s death or permanent disability, assuming said death or disability had not occurred; (iii) reimbursement of all expenses for which Executive is entitled to be reimbursed pursuant to Section 6, payable in accordance with the Company’s normal reimbursement practices; (iv) the right to continue health care benefits under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, at Executive’s cost, to the extent required and available by law and subject to the Company continuing to maintain a group health plan; (v) any accrued but unpaid Bonus pursuant to Section 3.B4.B, payable at such time as provided in Section 3.B4.B; (vi) pro-rata vesting of the restricted stock award set forth in Section 4.A calculated as if the restricted stock had vested and become unrestricted on a monthly basis. By way of example, if Executive becomes permanently disabled one year after the execution of this Agreement, 25% of his restricted stock shall immediately vest and become unrestricted. By way of further example, if Executive becomes permanently disabled two years and two months after the execution of this Agreement, 54.17% of his restricted stock shall immediately vest and become unrestricted (2.083% vesting per month x 26 months). (vii) the limited death, disability, and/or income continuation benefits provided under Section 5.C6.C, if any, will be payable in accordance with the terms of the plans pursuant to which such limited death or disability benefits are provided. Compensation and benefits provided pursuant to Section 7.B.(i8.B.(i) through 7.B.(vi8.B.(v) are collectively referred to as the “Accrued Obligations.” If Executive’s death occurs before payment of any earned Bonus set forth in section 3.B.(i4.B.(i) – 3.B.(ii4.B.(iii) of this Agreement, the applicable payments will be made to the Executive’s estate. For purposes of this Agreement, Executive will be deemed “permanently disabled” if Executive is so characterized pursuant to the terms of the Company’s disability policies or programs applicable to Executive from time to time, or if no such policy is applicable, if the Compensation Committee determines, in its reasonable discretion, that Executive is unable to perform the essential functions of Executive’s duties for physical or mental reasons for ninety (90) days in any twelve-month period.

Death and Permanent Disability. Upon the death or permanent disability of the Executive during the Term, the employment relationship created pursuant to this Agreement will immediately terminate, the Term will end, and amounts will only be payable under this Agreement as specified in this Section 7.B. Should Executive’s employment with the Company terminate by reason of Executive’s death or permanent disability during the Employment Period, Executive, or Executive’s estate, shall be entitled to receive: (i) the unpaid Base Salary earned by Executive pursuant to Section 3.A for services rendered through the date of Executive’s death or permanent disability, as applicable, payable in accordance with the Company’s normal payroll practices for terminated salaried employees plus all of Executive’s accrued paid time off or vacation; (ii) an amount equal to the Base Salary the Executive would have earned in the 60 day period following Executive’s death or permanent disability, assuming said death or disability had not occurred; (iii) reimbursement of all expenses for which Executive is entitled to be reimbursed pursuant to Section 6, payable in accordance with the Company’s normal reimbursement practices; (iv) the right to continue health care benefits under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, at Executive’s cost, to the extent required and available by law and subject to the Company continuing to maintain a group health plan; (v) any accrued but unpaid Bonus pursuant to Section 3.B, payable at such time as provided in Section 3.B; (vi) pro-rata vesting of the restricted stock award set forth in Section 4.A calculated as if the restricted stock had vested and become unrestricted on a monthly basis. By way of example, if Executive becomes permanently disabled one year after the execution of this Agreement, 25% of his restricted stock shall immediately vest and become unrestricted. By way of further example, if Executive becomes permanently disabled two years and two months after the execution of this Agreement, 54.17% of his restricted stock shall immediately vest and become unrestricted (2.083% vesting per month x 26 months). (vii) the limited death, disability, and/or income continuation benefits provided under Section 5.C, if any, will be payable in accordance with the terms of the plans pursuant to which such limited death or disability benefits are provided. Compensation and benefits provided pursuant to Section 7.B.(i) through 7.B.(vi) are collectively referred to as the “Accrued Obligations.” If Executive’s death occurs before payment of any earned Bonus set forth in section 3.B.(i) – 3.B.(ii3.B.(iii) of this Agreement, the applicable payments will be made to the Executive’s estate. For purposes of this Agreement, Executive will be deemed “permanently disabled” if Executive is so characterized pursuant to the terms of the Company’s disability policies or programs applicable to Executive from time to time, or if no such policy is applicable, if the Compensation Committee determines, in its reasonable discretion, that Executive is unable to perform the essential functions of Executive’s duties for physical or mental reasons for ninety (90) days in any twelve-month period.

Death and Permanent Disability. Upon the death or permanent disability of the Executive during the Term, the employment relationship created pursuant to this Agreement will immediately terminate, the Term will end, and amounts will only be payable under this Agreement as specified in this Section 7.B. Should Executive’s employment with the Company terminate by reason of Executive’s death or permanent disability during the Employment Period, Executive, or Executive’s estate, shall be entitled to receive: (i) the unpaid Base Salary earned by Executive pursuant to Section 3.A for services rendered through the date of Executive’s death or permanent disability, as applicable, payable in accordance with the Company’s normal payroll practices for terminated salaried employees plus all of Executive’s accrued paid time off or vacation; (ii) an amount equal to the Base Salary the Executive would have earned in the 60 day period following Executive’s death or permanent disability, assuming said death or disability had not occurred; (iii) reimbursement of all expenses for which Executive is entitled to be reimbursed pursuant to Section 6, payable in accordance with the Company’s normal reimbursement practices; (iv) the right to continue health care benefits under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, at Executive’s cost, to the extent required and available by law and subject to the Company continuing to maintain a group health plan; (v) any accrued but unpaid Bonus pursuant to Section 3.B, payable at such time as provided in Section 3.B; (vi) pro-rata vesting of the restricted stock award set forth in Section 4.A calculated as if the restricted stock had vested and become unrestricted on a monthly basis. By way of example, if Executive becomes permanently disabled one year after the execution of this Agreement, 25% of his restricted stock shall immediately vest and become unrestricted. By way of further example, if Executive becomes permanently disabled two years and two months after the execution of this Agreement, 54.17% of his restricted stock shall immediately vest and become unrestricted (2.083% vesting per month x 26 months). (vii) the limited death, disability, and/or income continuation benefits provided under Section 5.C, if any, will be payable in accordance with the terms of the plans pursuant to which such limited death or disability benefits are provided. Compensation and benefits provided pursuant to Section 7.B.(i) through 7.B.(vi) are collectively referred to as the “Accrued Obligations.” If Executive’s death occurs before payment of any earned Bonus set forth in section 3.B.(i) – 3.B.(ii) of this Agreement, the applicable payments will be made to the Executive’s estate. For purposes of this Agreement, Executive will be deemed “permanently disabled” if Executive is so characterized pursuant to the terms of the Company’s disability policies or programs applicable to Executive from time to time, or if no such policy is applicable, if the Compensation Committee determines, in its reasonable discretion, that Executive is unable to perform the essential functions of Executive’s duties for physical or mental reasons for ninety (90) days in any twelve-month period.