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

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.