Common use of Death or Disability of the Employee Clause in Contracts

Death or Disability of the Employee. (a) The employment of the Employee hereunder (and the Employment Period) shall terminate (i) automatically upon the death of the Employee and (ii) at the option of the Company, upon not less than thirty (30) days’ prior written notice to the Employee or the Employee’s personal representative or guardian, if the Employee suffers a Total Disability (as defined below). In the event the Employee’s employment is terminated pursuant to this Section 4.2, the Employee, or his estate, shall be entitled to receive (i) the Accrued Amounts, which shall be payable in a lump sum within thirty (30) days of any such termination, and (ii) an amount equal to any unpaid Annual Bonus otherwise payable for the year immediately preceding the year in which the employment of the Employee is terminated pursuant to this Section 4.2, any such amount to be paid no later than March 15 of the year in which such termination occurs. (b) For purposes of this Agreement, “Total Disability” shall mean (i) the written determination by a physician reasonably satisfactory to the Employee and the Company that, because of a medically determinable disease, injury or other physical or mental disability, the Employee is unable to substantially perform, with or without reasonable accommodation, the essential job functions of the Employee required hereby, and that such disability has lasted for ninety (90) consecutive days or any one hundred eighty (180) days during the immediately preceding twelve (12)-month period, in each case based upon medically available reliable information or (ii) the Employee’s qualifying for benefits under the Partnership Group’s long-term disability coverage, if any. In conjunction with determining mental and/or physical disability for purposes of this Agreement, the Employee hereby consents to (x) any examinations that the Company determines are relevant to a determination of whether the Employee is mentally and physically disabled or are required by the Company physician, (y) furnish such medical information as may be reasonably requested and (z) waive any applicable physician patient privilege that may arise because of such examination.