Common use of Death; Permanent Disability Clause in Contracts

Death; Permanent Disability. Upon the death of Executive during the term of this Agreement, the Employment Term shall terminate. If during the Employment Term Executive fails, because of illness or other incapacity, to perform the services required to be performed by him hereunder for any period of more than 90 days during any calendar year (provided that vacation time, if not previously taken, shall be exhausted before the above 90-day period commences to run) (any such illness or incapacity being hereinafter referred to as “Permanent Disability”), then the Company, in its discretion, may at any time thereafter terminate the Employment Term upon not less than 30 days’ written notice thereof to Executive, and the Employment Term shall terminate and come to an end upon the date set forth in said notice as if said date were the termination date of the Employment Term; provided, however, that no such termination shall be effective if prior to the date when such notice is given, Executive’s illness or incapacity shall have terminated and he shall be physically and mentally able to perform the services required hereunder and shall have taken up and be performing such duties. If Executive’s employment shall be terminated by reason of his death or Permanent Disability, Executive or his estate, as the case may be, shall be entitled to receive (i) any earned and unpaid Base Salary through the date of termination; (ii) a pro rata portion of any Annual Incentive Compensation that Executive otherwise would have been entitled to receive pursuant to any bonus plan or arrangement for senior executives of the Company (such pro rata portion to be payable at the time such Annual Incentive Compensation otherwise would have been payable to Executive); and (iii) subject to the terms thereof, any benefits that may be due to Executive on the date of his termination under the provisions of any employee benefit plan, program, or policy of the Company. If Executive’s employment is terminated by reason of his Permanent Disability, Executive shall be entitled to receive short-term disability benefits subject to the terms of the Company’s short-term disability plan until such time as Executive becomes entitled to the benefits under the Company’s Long Term Disability Plan; provided that the Company’s obligation to provide such short-term disability benefits to Executive shall not under any circumstances extend beyond the maximum period provided in the Company’s short-term disability plan plus an additional 90 days.

Death; Permanent Disability. Upon the death of Executive Employee during the term of this Agreement, the Employment Term shall terminate. If during the Employment Term Executive Employee fails, because of illness or other incapacity, to perform the services required to be performed by him hereunder for any period of more than 90 days during any calendar year (provided that vacation time, if not previously taken, shall be exhausted before the above 90-day period commences to run) (any such illness or incapacity being hereinafter referred to as “Permanent Disability”), then the Company, in its discretion, may at any time thereafter terminate the Employment Term upon not less than 30 days’ written notice thereof to ExecutiveEmployee, and the Employment Term shall terminate and come to an end upon the date set forth in said notice as if said date were the termination date of the Employment Term; provided, however, that no such termination shall be effective if prior to the date when such notice is given, ExecutiveEmployee’s illness or incapacity shall have terminated and he shall be physically and mentally able to perform the services required hereunder and shall have taken up and be performing such duties. If ExecutiveEmployee’s employment shall be terminated by reason of his death or Permanent Disability, Executive Employee or his estate, as the case may be, shall be entitled to receive (i) any earned and unpaid Base Salary through the date of termination; (ii) a pro rata portion of any Annual Incentive Compensation that Executive Employee otherwise would have been entitled to receive pursuant to any bonus plan or arrangement for senior executives Employees of the Company (such pro rata portion to be payable at the time such Annual Incentive Compensation otherwise would have been payable to ExecutiveEmployee); and (iii) subject to the terms thereof, any benefits that may be due to Executive Employee on the date of his termination under the provisions of any employee benefit plan, program, or policy of the Company. If ExecutiveEmployee’s employment is terminated by reason of his Permanent Disability, Executive Employee shall be entitled to receive short-term disability benefits subject to the terms of the Company’s short-term disability plan until such time as Executive Employee becomes entitled to the benefits under the Company’s Long Term Disability Plan; provided that the Company’s obligation to provide such short-term disability benefits to Executive Employee shall not under any circumstances extend beyond the maximum period provided in the Company’s short-term disability plan plus an additional 90 days.

Death; Permanent Disability. Upon the death of the Executive during the term of this Agreement, the Employment Term this Agreement shall terminate. If during the Employment Term term of this Agreement the Executive fails, fails because of illness or other incapacity, incapacity to perform the services required to be performed by him hereunder for any consecutive period of more than 90 days, or for shorter periods aggregating more than 120 days during in any calendar year (provided that vacation time, if not previously taken, shall be exhausted before the above 90consecutive twelve-day month period commences to run) (any such illness or incapacity being hereinafter referred to as “Permanent Disability”"permanent disability"), then the Company, in its discretion, may at any time thereafter terminate the Employment Term this Agreement upon not less than 30 10 days’ ' written notice thereof to the Executive, and the Employment Term this Agreement shall terminate and come to an end upon the date set forth in said notice as if said date were the termination date of the Employment Termthis Agreement; provided, however, that no such termination shall be effective if prior to the date when such notice is given, the Executive’s 's illness or incapacity shall have terminated and he shall be physically and mentally able to perform the services required hereunder and shall have taken up and be performing such duties. If the Executive’s 's employment shall be terminated by reason of his death or Permanent Disabilitypermanent disability, the Executive or his estate, as the case may be, shall be entitled to receive (i) any earned and unpaid Base Salary salary accrued through the date of termination; , (ii) a pro rata portion of any Annual Incentive Compensation that annual bonus which the Executive would otherwise would have been entitled to receive pursuant to any bonus plan or arrangement for senior executives of the Company (such pro rata portion to be payable at the time such Annual Incentive Compensation annual bonus would otherwise would have been payable to the Executive); ) , (iii) six months' continuation of Base Annual Pay and benefits as a death benefit or disability termination benefit and (iiiiv) subject to the terms thereof, any benefits that which may be due to the Executive on the date of his termination under the provisions of any employee benefit plan, program, program or policy of the Company. If Executive’s employment is terminated by reason of his Permanent Disability, Executive shall be entitled to receive short-term disability benefits subject to the terms of the Company’s short-term disability plan until such time as Executive becomes entitled to the benefits under the Company’s Long Term Disability Plan; provided that the Company’s obligation to provide such short-term disability benefits to Executive shall not under any circumstances extend beyond the maximum period provided in the Company’s short-term disability plan plus an additional 90 dayspolicy.

Death; Permanent Disability. Upon the death of Executive during the term of this Agreement, the Employment Term shall terminate. If during the Employment Term Executive fails, because of illness or other incapacity, to perform the services required to be performed by him her hereunder for any period of more than 90 days during any calendar year (provided that vacation time, if not previously taken, shall be exhausted before the above 90-day period commences to run) (any such illness or incapacity being hereinafter referred to as “Permanent Disability”), then the Company, in its discretion, may at any time thereafter terminate the Employment Term upon not less than 30 days’ written notice thereof to Executive, and the Employment Term shall terminate and come to an end upon the date set forth in said notice as if said date were the termination date of the Employment Term; provided, however, that no such termination shall be effective if prior to the date when such notice is given, Executive’s illness or incapacity shall have terminated and he she shall be physically and mentally able to perform the services required hereunder and shall have taken up and be performing such duties. If Executive’s employment shall be terminated by reason of his her death or Permanent Disability, Executive or his her estate, as the case may be, shall be entitled to receive (i) any earned and unpaid Base Salary through the date of termination; (ii) a pro rata portion of any Annual Incentive Compensation that Executive otherwise would have been entitled to receive pursuant to any bonus plan or arrangement for senior executives of the Company (such pro rata portion to be payable at the time such Annual Incentive Compensation otherwise would have been payable to Executive); and (iii) subject to the terms thereof, any benefits that may be due to Executive on the date of his her termination under the provisions of any employee benefit plan, program, or policy of the Company. If Executive’s employment is terminated by reason of his her Permanent Disability, Executive shall be entitled to receive short-term disability benefits subject to the terms of the Company’s short-term disability plan until such time as Executive becomes entitled to the benefits under the Company’s Long Term Disability Plan; provided that the Company’s obligation to provide such short-term disability benefits to Executive shall not under any circumstances extend beyond the maximum period provided in the Company’s short-term disability plan plus an additional 90 days.

Death; Permanent Disability. Upon the death of Executive during the term of this Agreement, the Employment Term shall terminate. If during the Employment Term Executive fails, because of illness or other incapacity, to perform the services required to be performed by him hereunder for any period of more than 90 days during any calendar year (provided that vacation time, if not previously taken, shall be exhausted before the above 90-day period commences to run) (any such illness or incapacity being hereinafter referred to as “"Permanent Disability”"), then the Company, in its discretion, may at any time thereafter terminate the Employment Term upon not less than 30 days’ ' written notice thereof to Executive, and the Employment Term shall terminate and come to an end upon the date set forth in said notice as if said date were the termination date of the Employment Term; provided, however, that no such termination shall be effective if prior to the date when such notice is given, Executive’s 's illness or incapacity shall have terminated and he shall be physically and mentally able to perform the services required hereunder and shall have taken up and be performing such duties. If Executive’s 's employment shall be terminated by reason of his death or Permanent Disability, Executive or his estate, as the case may be, shall be entitled to receive (i) any earned and unpaid Base Salary salary through the date of termination; (ii) a pro rata portion of any Annual Incentive Compensation annual bonus that Executive otherwise would have been entitled to receive pursuant to any bonus plan or arrangement for senior executives of the Company (such pro rata portion to be payable at the time such Annual Incentive Compensation annual bonus otherwise would have been payable to Executive); and (iii) subject to the terms thereof, any benefits that may be due to Executive on the date of his termination under the provisions of any employee benefit plan, program, or policy of the Company. If Executive’s 's employment is terminated by reason of his Permanent Disability, Executive shall be entitled to receive short-term disability benefits subject to the terms of the Company’s 's short-term disability plan until such time as Executive becomes entitled to the benefits under the Company’s 's Long Term Disability Plan; provided that the Company’s 's obligation to provide such short-term disability benefits to Executive shall not under any circumstances extend beyond the maximum period provided in the Company’s 's short-term disability plan plus an additional 90 days.

Death; Permanent Disability. Upon the death of the Executive during the term of this Agreement, the Employment Term shall terminate. If during the Employment Term the Executive fails, fails because of illness or other incapacity, incapacity to perform the services required to be performed by him hereunder for any period of more than 90 days during any calendar year (provided that vacation time, if not previously taken, shall be exhausted before the above 90-day period commences to run) (any such illness or incapacity being hereinafter referred to as “"Permanent Disability”"), then the Company, in its discretion, may at any time thereafter terminate the Employment Term upon not less than 30 days’ days written notice thereof to the Executive, and the Employment Term shall terminate and come to an end upon the date set forth in said notice as if said date were the termination date of the Employment Term; provided, however, that no such termination shall be effective if prior to the date when such notice is given, the Executive’s 's illness or incapacity shall have terminated and he shall be physically and mentally able to perform the services required hereunder and shall have taken up and be performing such duties. If the Executive’s 's employment shall be terminated by reason of his death or Permanent Disability, the Executive or his estate, as the case may be, shall be entitled to receive (i) any earned and unpaid Base Salary salary accrued through the date of termination; (ii) an aggregate amount equal to 2.5 times the Executive's average annual compensation for the preceding two years of employment, as applicable, including Base Salary, Target Bonus and C in C Bonus, if applicable, payable in a pro rata portion lump sum on the effective date of any Annual Incentive Compensation that Executive otherwise would have been entitled to receive pursuant to any bonus plan termination for Permanent Disability or arrangement for senior executives of within 60 days after the Company Executive's death (payment in such pro rata portion to be payable at the time such Annual Incentive Compensation otherwise would have been case being payable to the Executive's estate); and (iii) subject to the terms thereof, any benefits that may be due to Executive on for a period of thirty (30) months following the date of his termination under the provisions of any employee benefit plantermination, program, or policy of the Company. If Executive’s employment is terminated by reason of his Permanent Disability, Executive at its cost, shall be entitled to receive short-term disability benefits subject to the terms of the Company’s short-term disability plan until such time as Executive becomes entitled to the benefits under the Company’s Long Term Disability Plan; provided that the Company’s obligation provide or arrange to provide such short-term disability benefits to Executive shall not under any circumstances extend beyond the maximum period provided in the Company’s short-term disability plan plus an additional 90 days(and, as applicable, to Executive's dependents) accident and group health insurance benefits substantially similar to those which Executive (and Executive's dependents) were receiving immediately prior to Executive's termination or death.

Death; Permanent Disability. Upon the death of Executive during the term of this Agreement, the Employment The Term shall terminateterminate upon Executive’s death. If during the Employment Term Executive fails, fails because of illness or other incapacity, incapacity to perform the services required to be performed by him hereunder for any consecutive period of more than 90 days, or for shorter periods aggregating more than 90 days during in any calendar year (provided that vacation time, if not previously taken, shall be exhausted before the above 90consecutive twelve-day month period commences to run) (any such illness or incapacity being hereinafter referred to as “Permanent Disability”"permanent disability"), then the Company, Company in its discretion, discretion may at any time thereafter terminate the Employment Term upon at a date specified after not less than 30 days’ ' prior written notice thereof to Executive, and the Employment Term shall terminate and come to an end upon the date set forth in said notice as if said date were the termination date of the Employment Term; provided, however, that no such termination shall be effective if prior to the date when such notice is given, the Executive’s 's illness or incapacity shall have terminated terminated, according to Executive’s medical records and concurred by his physician, and he shall be physically and mentally able to perform the services required hereunder and shall have taken up and be performing such duties. If Executive’s employment the Employment hereunder shall be terminated by reason of his Executive’s death or Permanent Disabilitypermanent disability, Executive or his estate, as the case may be, shall be entitled to receive (ia) any earned and unpaid Base Salary accrued through the date of termination; , (iib) a pro rata portion of any Annual Incentive Compensation that annual bonus which Executive would otherwise would have been entitled to receive pursuant to any bonus plan or arrangement for himself and/or senior executives of the Company (such pro rata portion to be payable at the time such Annual Incentive Compensation annual bonus would otherwise would have been payable to Executive); and , (iiic) subject to the terms thereof, any accrued reimbursements for expenses and any other benefits that which may be due to Executive on the date of his termination under the provisions of any employee benefit plan, programprogram or policy, or policy (d) the proceeds of the Company. If Key-Man Life Insurance, if any, payable to Executive’s employment is terminated beneficiaries, and (e) any other benefits conferred by reason of his Permanent Disability, Executive shall be entitled to receive short-term disability benefits subject to the terms of the Company’s short-term disability plan until such time as Executive becomes entitled to the benefits under the Company’s Long Term Disability Plan; provided that the Company’s obligation to provide such short-term disability benefits to Executive shall not under any circumstances extend beyond the maximum period provided in the Company’s short-term disability plan plus an additional 90 daysBoard.