Death or Total Disability of Employee. If Employee dies or becomes totally disabled during the term of this Agreement, Employee's employment hereunder shall automatically terminate. For these purposes Employee shall be deemed totally disabled if Employee shall become physically or mentally incapacitated or disabled or otherwise unable fully to discharge Employee's duties hereunder for a period of 90 consecutive calendar days or for 120 calendar days in any 180 calendar-day period.
Death or Total Disability of Employee. If Employee dies or becomes totally disabled during the Term of Employment, the Term of Employment shall automatically terminate and Employer's obligation to compensate Employee under this Agreement shall in all respects cease, except that Employer shall pay Employee or Employee's estate, within thirty (30) days of such death or disability, an amount equal to the base compensation, vacation benefits provided for under Section 4 hereof accrued and unpaid ("Accrued Compensation") as of the time of such death or disability and Employee shall be entitled to such other benefits provided for under Sections 4.2 and 4.3 hereof which have accrued and have not been forfeited as of the time of such death or disability when and if provided to be paid pursuant to the terms of any applicable Employer plans or programs ("Accrued Benefits"). For purposes of this Section 6, Employee shall reasonably be deemed "totally disabled" as of the time the Board of Directors shall find, on the basis of medical evidence satisfactory to the Board of Directors, that, as a result of a mental or physical condition, Employee is unable to perform his normal duties of employment hereunder or is prevented from engaging in the same level of performance as he engaged in prior to the onset of such condition, giving effect to any reasonable accommodations which can be made by Employer, and that such disability is likely to continue for a substantial period of time.
Death or Total Disability of Employee. If Employee dies or becomes totally disabled during the Term of Employment, the Term of Employment shall automatically terminate and Employer’s obligation to compensate Employee under this Agreement shall in all respects cease, except that Employer shall pay Employee, within thirty (30) days of such death or disability (or sooner if required by law), an amount equal to the base compensation accrued and unpaid (“Accrued Compensation”) as of the time of such death or disability and Employee shall be entitled to such other benefits provided for under Section 4 which have accrued and have not been forfeited as of the time of such death or disability when and if provided to be paid pursuant to the terms of any applicable Employer plans or programs, including without limitation an amount equal to the product of (x) the annual bonus that would have been paid to Employee with respect to the year of termination had the termination of employment not occurred and (y) a fraction, the numerator of which is the number of days in the fiscal year through the date of Employee’s termination and the denominator of which is 365 (“Accrued Benefits”). For purposes of this Section, Employee shall reasonably be deemed “totally disabled” as of the time the Board shall find, on the basis of medical evidence satisfactory to the Board, that, as a result of a mental or physical condition, Employee is unable to perform his normal duties of employment hereunder or is prevented from engaging in the same level of performance as he engaged in prior to the onset of such condition, giving effect to any reasonable accommodations which can be made by Employer, and that such disability is likely to continue for a substantial period of time. Notwithstanding the foregoing, it is agreed that Employer’s obligation to make the payments contemplated by this Section is subject to Employee’s compliance with the provisions of Section 3 of this Agreement.
Death or Total Disability of Employee. Where termination of Employee is due to Disability (as that term is defined in the Employee's Employment Agreement) or death, (i) all risks of Termination Forfeiture shall immediately lapse and terminate and (ii) as to any Restricted Shares held by Employee as of the date of such event, the Disabled or deceased Employee (or his duly authorized successors) will receive the benefit of the Corporation's performance over the two (2) fiscal year ends immediately following such termination as to the Corporation attaining the Performance Criteria such that Restricted Shares may become Earned Shares and Unrestricted Shares. By way of clarification, restrictions and risks of forfeiture as to Restricted Shares held by the Disabled or deceased Employee (or his successors) shall permanently lapse and Restricted Shares shall become Earned (and therefore Unrestricted Shares) to the extent that the Corporation attains the Adjusted EBITDA Performance Criteria set forth herein at such two (2) fiscal year ends.
Death or Total Disability of Employee. If the Employee dies, the Employee's employment shall automatically terminate. If the Employee becomes "totally disabled" during the term hereof, this Agreement may be terminated at the option of the Company. For purposes of this Agreement, the Employee shall be deemed "totally disabled" if the Employee becomes physically or mentally incapacitated or disabled or otherwise unable to discharge the Employee's duties for a period of one hundred twenty (120) consecutive calendar days or for one hundred fifty (150) calendar days (whether or not consecutive) in any one hundred eighty (180) calendar day period. Prior to termination of this Agreement as a result of disability, and notwithstanding any failure or inability of Employee to render services hereunder, the Company shall continue to pay and/or provide to the Employee all of the compensation and benefits provided for in this Agreement.
Death or Total Disability of Employee. If Employee dies, Employee's employment hereunder shall automatically terminate. If Employee becomes totally disabled during the term of this Agreement, this Agreement may be terminated at the option of the Company. For these purposes Employee shall be deemed totally disabled if Employee becomes physically or mentally incapacitated or disabled or otherwise unable to discharge Employee's duties within the terms of the Company's disability insurance, or as otherwise defined by the Social Security Administration. Prior to termination of this Agreement as a result of disability, and notwithstanding any failure or inability of Employee to render services hereunder, the Company shall continue to pay and/or provide to Employee the compensation and benefits specified in Section 3 hereof. Furthermore, in the event that this Agreement automatically terminates as a result of the death of Employee, or in the event that this Agreement is terminated by the Company as a result of the total disability of Employee, the Company shall continue to pay, Employee (or, in the event of Employee's death, Employee's estate, heirs or personal representative), when otherwise due, for a period of one year thereafter or until expiration of the term hereof, whichever occurs first. the Base Salary, and should such disability continue beyond a year, then for the additional period up to one additional year, one-half of the Base Salary less any proceeds actually received by Employee from any disability insurance provided to Employee at the expense of the Company.
Death or Total Disability of Employee. If Employee dies or becomes totally disabled during the Employment Period, the Employment Period shall automatically terminate. For these purposes Employee shall be deemed totally disabled if Employee shall become physically or mentally incapacitated or disabled or otherwise unable fully to discharge Employee's duties hereunder for a period of ninety (90) consecutive calendar days or for 120 calendar days in any 180 calendar-day period ("Disability"). A determination of Disability shall be made by a physician satisfactory to both Employee and the Company; provided, however, that if Employee and the Company do not agree on a physician, Employee and the Company shall each select a physician and these two together shall select a third physician, and the determination by a majority of the three physicians as to Disability shall be binding on all parties.
Death or Total Disability of Employee. If Employee dies or becomes totally disabled during the Employment Period, the Employment Period shall automatically terminate. A determination of “Total Disability” shall be made by a physician satisfactory to both Employee and Employer; provided, however, that if Employee and Employer do not agree on a physician, Employee and Employer shall each select a physician and these two together shall select a third physician, and the determination by a majority of the three physicians as to Total Disability shall be binding on all Parties; provided, further, that for purposes of this Agreement, Employee shall be deemed to have a “Total Disability” if Employee shall become physically or mentally incapacitated or disabled or otherwise unable to discharge fully Employee’s duties hereunder for a period of ninety (90) consecutive calendar days or for one hundred twenty (120) calendar days in any one hundred eighty (180) calendar-day period.
Death or Total Disability of Employee. In the event of Employee's death during the term of this Agreement, this Agreement will terminate upon the first day of the month following Employee's date of death. Company may terminate this Agreement by reason of "Total Disability" upon at least thirty (30) days' notice to Employee. As used herein, "Total Disability" means illness or other physical or mental disability of Employee which shall continue for a period of at least six (6) months in the aggregate during any twelve (12) month period during the term of this Agreement, which such illness or disability shall make it impossible or impracticable for Employee to perform any of Employee's duties and responsibilities hereunder with whatever reasonable accommodation may be required by applicable law. If a disagreement arises between Employee and Company as to whether Employee is suffering from "Total Disability," as defined herein, a physician designated by the Company shall determine the question of Employee’s disability. In the event of Employee's death or Total Disability, Company shall pay Employee or the duly authorized representatives of Employee’s estate, in one lump sum, six months of Base Annual Salary, as adjusted, along with a pro rata portion of Employee’s Bonus (based upon what Employee would have earned for the year or based upon Employee’s Bonus for the prior year, whichever is greater) (the “Pro Rata Bonus”), in return for Employee or the duly authorized representatives of Employee’s estate executing a full release of all claims against Company.
Death or Total Disability of Employee. If Employee dies or becomes totally disabled during the term of this Agreement, Employee's employment hereunder shall automatically terminate. For these purposes Employee shall be deemed totally disabled if Employee shall become physically or mentally incapacitated or disabled or otherwise unable fully to discharge Employee's duties hereunder for a period of 120 consecutive calendar days or for 120 calendar days in any 270 calendar-day period. In making a determination of disability, the Board shall utilize such medical and other advice and consultation as the Board deems appropriate, but there is no requirement of procedure or formality associated with the making of such determination. During any period of disability in which Employee is unable to perform his duties hereunder, Employee's Base Salary shall be payable to the extent of, and subject to, the Company's policies and practices then in effect with respect to sick leave and disability benefits.
