Common use of Disability and Death Clause in Contracts

Disability and Death. If Employee suffers a physical or psychological condition which renders him incapable of performing the essential functions of his job with or without a reasonable accommodation prior to the termination of this Agreement, then, to the extent permitted by law, the Company shall have the right upon ten (10) days written notice to terminate this Agreement and Employee’s employment hereunder. (a) Immediately following the date on which the Company terminates Employee’s employment pursuant to Section 5 of this Agreement, or earlier if required by law, the Company shall pay to Employee all incurred but unreimbursed business expenses, accrued but unpaid salary, awarded but unpaid bonus, and accrued but unused vacation time, such salary and vacation time to accrue until the last day of the month in which Employee’s last working day occurred. Thereafter, the Company’s obligations shall terminate. Employee shall continue to be eligible to receive benefits under the disability plans, if any, that the Company maintains as of the date of termination, provided that Employee satisfies the requirements of such plans, if any. (b) If Employee dies before receipt of the entire amount specified in Section 5(a), then unpaid amounts shall be paid to Employee’s estate. (c) In the event of Employee’s death during the Term of this Agreement, this Agreement shall terminate. Immediately after the date of death, the Company shall pay to Employee’s estate all incurred but unreimbursed business expenses, accrued but unpaid salary, awarded but unpaid bonus, and accrued but unused vacation time, with such salary and vacation to accrue until the last day of the month in which Employee’s last working day occurred. (d) No Separation Pay or similar benefit shall be paid if termination occurs pursuant to this Section 5.

Disability and Death. (a) If Employee employee suffers a physical or psychological condition which renders him incapable of performing the essential functions of his job with or without a reasonable accommodation prior to the termination of this Agreement, then, to the extent permitted by law, the Company Bank shall have the right upon ten (10) days written notice to terminate this Agreement and Employee’s 's employment hereunder. (ab) Immediately following the date on which the Company Bank terminates Employee’s 's employment pursuant to Section 5 5(a) of this Agreement, or earlier if required by law, the Company Bank shall pay to Employee all incurred but unreimbursed business expenses, accrued but unpaid salary, awarded earned but unpaid bonus, and accrued but unused vacation time, such salary and vacation time to accrue until the last day of the month in which Employee’s 's last working day occurred. Thereafter, the Company’s Bank's obligations shall terminate. , but Employee shall continue to be eligible to receive benefits under the disability plans, if any, that the Company Bank maintains as of the date of termination, provided that Employee satisfies the requirements of such plans, if any. (bc) If Employee dies before receipt of the entire amount specified in Section 5(a5(b), then unpaid amounts shall be paid to Employee’s 's estate. (cd) In the event of Employee’s 's death during the Term term of this Agreement, this Agreement shall terminate. Immediately after the date of death, the Company or earlier if required by law, Bank shall pay to Employee’s 's estate all incurred but unreimbursed business expenses, accrued but unpaid salary, awarded earned but unpaid bonus, and accrued but unused vacation time, with such salary and vacation to accrue until the last day of the month in which Employee’s 's last working day occurred. (d) No Separation Pay or similar benefit shall be paid if termination occurs pursuant to this Section 5.

Disability and Death. (a) If Employee suffers a physical or psychological condition which renders him her incapable of performing the essential functions of his her job with or without a reasonable accommodation prior to the termination of this Agreement, then, to the extent permitted by law, the Company shall have the right upon ten (10) days written notice to terminate this Agreement and Employee’s employment hereunder. (ab) Immediately following the date on which the Company terminates Employee’s employment pursuant to Section 5 5(a) of this Agreement, or earlier if required by law, the Company shall pay to Employee all incurred but unreimbursed business expenses, accrued but unpaid salaryBase Salary, awarded but unpaid bonus, and accrued but unused vacation time, such salary and vacation time to accrue until the last day of the month in which Employee’s last working day occurred. Thereafter, the Company’s obligations shall terminate. Employee shall not be eligible to receive any separation pay if terminated pursuant to Section 5(a), but Employee shall continue to be eligible to receive benefits under the disability plans, if any, that the Company maintains as of the date of termination, provided that Employee satisfies the requirements of such plans, if any. (bc) If Employee dies before receipt of the entire amount specified in Section 5(a5(b), then unpaid amounts shall be paid to Employee’s estate. (cd) In the event of Employee’s death during the Term of this Agreement, this Agreement shall terminateterminate immediately without any further action by the Company. Immediately As soon as reasonably practicable after the date of death, the Company shall pay to Employee’s estate all incurred but unreimbursed business expenses, accrued but unpaid salaryBase Salary, awarded but unpaid bonus, and accrued but unused vacation time, with such salary and vacation to accrue until the last day of the month in which Employee’s last working day occurred. (d) . No Separation Pay or similar benefit separation pay shall be paid if termination occurs pursuant to this Section 55(d).

Disability and Death. If Employee suffers a physical or psychological condition which renders him incapable of performing the essential functions of his job with or without a reasonable accommodation prior to the termination of this Agreement, then, to the extent permitted by law, the Company shall have the right upon ten (10) days written notice to terminate this Agreement and Employee’s employment hereunder. (a) Immediately following Upon the date on which disability, as defined in subparagraph 5(b) hereof, of Executive during the Company terminates Employee’s employment pursuant Employment Period, ZURVITA may, in its sole discretion, terminate Executive's employment; provided that if ZURVITA elects to Section 5 of this Agreementso terminate Executive's employment, or earlier if required by lawExecutive shall be entitled to receive, the Company shall pay to Employee all incurred but unreimbursed business expensesimmediately upon such termination in a lump sum payment, (i) accrued but unpaid salary, awarded (ii) expense reimbursement, (iii) accrued but unpaid bonusIncentive Bonus Compensation, and accrued but unused vacation time(iv) an amount from ZURVITA monthly which, such when added to the amount received by the Executive from any disability policy in effect for the Executive at the time of his disability, will equal the Executive's salary and vacation time to accrue until for a twelve (12) month period following the last day date of disability termination, as if the month in which Employee’s last working day disability termination had not occurred. ThereafterIn addition, on an ongoing basis consistent with the Company’s obligations payment amounts and payment terms detailed herein, ZURVITA shall terminate. Employee shall continue pay to be eligible to receive benefits under the disability plans, if any, that the Company maintains Executive any Incentive Bonus Compensation earned as of the date of Executive’s disability termination. Provided, provided however, in the event Executive partially performs and discharge the duties previously performed by him for ZURVITA, nothing herein shall prevent the Executive from continuing his duties in a part-time capacity, at a reduced level of Compensation to be determined at that Employee satisfies the requirements of such plans, if anytime. (b) If Employee dies before receipt For purposes of this Agreement the entire amount specified in Section 5(a)term "disability" shall mean Executive's inability, then unpaid amounts shall be paid as determined by the Board of Directors, to Employee’s estatecontinue to materially and substantially perform and discharge the duties previously required of him on behalf of ZURVITA for an aggregate period exceeding two (2) months within any twelve (12) month consecutive period. (c) In the event that ZURVITA intends to terminate the employment of EmployeeExecutive because of disability, ZURVITA shall give the Executive no less than thirty (30) days’ prior written notice of its intention to terminate Executive’s employment. In the event that Executive denies that he is disabled from performing the material functions of his job, and there is a dispute between the Parties as to what constitutes a disability, such dispute shall be finally determined by a physician mutually agreed upon by Executive and ZURVITA. If a mutually acceptable physician cannot be selected, such designations shall be made by Executive and ZURVITA each choosing a physician, which shall then mutually select a third physician (collectively called the "panel"). The panel's determination shall be made by majority vote and such determination shall be deemed binding and conclusive. The Parties agree to fully cooperate with whatever procedures and examinations may be required in order to allow the panel to make its determination. (d) Upon the death during the Term of this AgreementExecutive, this Agreement shall automatically terminate. Immediately after the date of deathExecutive’s legal representative shall be entitled to receive, the Company shall pay to Employee’s estate all incurred but unreimbursed business expensesimmediately upon such termination, in a lump sum payment, (i) accrued but unpaid salary, awarded but unpaid bonus, expense reimbursement and accrued but unused vacation time, with such salary and vacation (ii) Incentive Bonus Compensation payable to accrue until the last day Executive as of the month in which Employeedate of Executive’s last working day occurred. death, In addition, on an ongoing basis consistent with the payment terms detailed herein, ZURVITA shall pay to Executive’s legal representative any Incentive Bonus Compensation, as herein defined, for a period of twelve (d12) No Separation Pay or similar benefit months commencing on the date of Executive’s death. In said circumstance, no additional Incentive Bonus Compensation shall be paid if termination occurs pursuant to this Section 5payable.

Disability and Death. (a) If Employee suffers a physical or psychological condition which renders him incapable of performing the essential functions of his job with or without a reasonable accommodation prior to the termination of this Agreement, then, to the extent permitted by law, the Company shall have the right upon ten (10) days written notice to terminate this Agreement and Employee’s employment hereunder. (ab) Immediately following the date on which the Company terminates Employee’s employment pursuant to Section 5 5(a) of this Agreement, or earlier if required by law, the Company shall pay to Employee all incurred but unreimbursed business expenses, accrued but unpaid salaryBase Salary, any awarded but unpaid bonus, and accrued but unused vacation time, such salary and vacation time to accrue until the last day of the month in which Employee’s last working day occurred. Thereafter, the Company’s obligations shall terminate. Employee shall not be eligible to receive any separation pay if terminated pursuant to Section 5(a), but Employee shall continue to be eligible to receive benefits under the disability plans, if any, that the Company maintains as of the date of termination, provided that Employee satisfies the requirements of such plans, if any. (bc) If Employee dies before receipt of the entire amount specified in Section 5(a5(b), then unpaid amounts shall be paid to Employee’s estate. (cd) In the event of Employee’s death during the Term of this Agreement, this Agreement shall terminateterminate immediately without any further action by the Company. Immediately As soon as reasonably practicable after the date of death, the Company shall pay to Employee’s estate all incurred but unreimbursed business expenses, accrued but unpaid salaryBase Salary, any awarded but unpaid bonus, and accrued but unused vacation time, with such salary and vacation to accrue until the last day of the month in which Employee’s last working day occurred. (d) . No Separation Pay or similar benefit separation pay shall be paid if termination occurs pursuant to this Section 55(d).

Disability and Death. (a) If Employee employee suffers a physical or psychological condition which renders him her incapable of performing the essential functions of his her job with or without a reasonable accommodation prior to the termination of this the Agreement, then, to the extent permitted by law, the Company Bank shall have the right upon ten (10) days written notice to terminate this the Agreement and Employee’s 's employment hereunder. (ab) Immediately following the date on which the Company Bank terminates Employee’s 's employment pursuant to Section 5 5(a) of this the Agreement, or earlier if required by law, the Company Bank shall pay to Employee all incurred but unreimbursed business expenses, accrued but unpaid salary, awarded earned but unpaid bonus, and accrued but unused vacation time, such salary and vacation time to accrue until the last day of the month in which Employee’s 's last working day occurred. Thereafter, the Company’s Bank's obligations shall terminate. , but Employee shall continue to be eligible to receive benefits under the disability plans, if any, that the Company Bank maintains as of the date of termination, provided that Employee satisfies the requirements of such plans, if any. (bc) If Employee dies before receipt of the entire amount specified in Section 5(a5(b), then unpaid amounts shall be paid to Employee’s 's estate. (cd) In the event of Employee’s 's death during the Term term of this the Agreement, this the Agreement shall terminate. Immediately after the date of death, the Company or earlier if required by law, Bank shall pay to Employee’s 's estate all incurred but unreimbursed business expenses, accrued but unpaid salary, awarded earned but unpaid bonus, and accrued but unused vacation time, with such salary and vacation to accrue until the last day of the month in which Employee’s 's last working day occurred. (d) No Separation Pay or similar benefit shall be paid if termination occurs pursuant to this Section 5.

Disability and Death. (a) If Employee suffers a physical or psychological condition which renders him incapable of performing the essential functions of his job with or without a reasonable accommodation prior to the termination of this Agreement, then, to the extent permitted by law, the Company shall have the right upon ten (10) days written notice to terminate this Agreement and Employee’s employment hereunder. (ab) Immediately following the date on which the Company terminates Employee’s employment pursuant to Section 5 5(a) of this Agreement, or earlier if required by law, the Company shall pay to Employee all incurred but unreimbursed business expenses, accrued but unpaid salary, awarded but unpaid bonus, and accrued but unused vacation time, such salary and vacation time to accrue until the last day of the month in which Employee’s last working day occurred. Thereafter, the Company’s obligations shall terminate. Employee shall not be eligible to receive any separation pay if terminated pursuant to Section 5(a), but Employee shall continue to be eligible to receive benefits under the disability plans, if any, that the Company maintains as of the date of termination, provided that Employee satisfies the requirements of such plans, if any. (bc) If Employee dies before receipt of the entire amount specified in Section 5(a5(b), then unpaid amounts shall be paid to Employee’s estate. (cd) In the event of Employee’s death during the Term of this Agreement, this Agreement shall terminateterminate immediately without any further action by the Company. Immediately As soon as reasonably practicable after the date of death, the Company shall pay to Employee’s estate all incurred but unreimbursed business expenses, accrued but unpaid salary, awarded but unpaid bonus, and accrued but unused vacation time, with such salary and vacation to accrue until the last day of the month in which Employee’s last working day occurred. (d) . No Separation Pay or similar benefit separation pay shall be paid if termination occurs pursuant to this Section 5Section.

Disability and Death. (a) If Employee suffers a physical or psychological condition which renders him incapable of performing the essential functions of his job with or without a reasonable accommodation prior to the termination of this Agreement, then, to the extent permitted by law, the Company shall have the right upon ten (10) days written notice to terminate this Agreement and Employee’s employment hereunder. (ab) Immediately following the date on which the Company terminates Employee’s employment pursuant to Section 5 5(a) of this Agreement, or earlier if required by law, the Company shall pay to Employee all incurred but unreimbursed business expenses, accrued but unpaid salary, awarded but unpaid bonus, and accrued but unused vacation time, such salary and vacation time to accrue until the last day of the month in which Employee’s last working day occurred. Thereafter, the Company’s obligations shall terminate. Employee shall not be eligible to receive any separation pay if terminated pursuant to Section 5(a), but Employee shall continue to be eligible to receive benefits under the disability plans, if any, that the Company maintains as of the date of termination, provided that Employee satisfies the requirements of such plans, if any. (bc) If Employee dies before receipt of the entire amount specified in Section 5(a5(b), then unpaid amounts shall be paid to Employee’s estate. (cd) In the event of Employee’s death during the Term of this Agreement, this Agreement shall terminate. Immediately after the date of death, the Company shall pay to Employee’s estate all incurred but unreimbursed business expenses, accrued but unpaid salary, awarded but unpaid bonus, and accrued but unused vacation time, with such salary and vacation to accrue until the last day of the month in which Employee’s last working day occurred. (d) . No Separation Pay or similar benefit separation pay shall be paid if termination occurs pursuant to this Section 5Section.

Disability and Death. If Employee suffers Employee’s employment hereunder will be terminated immediately upon (i) Employee’s “Disability” for a period exceeding three (3) months in any twelve (12) month period, or (ii) Employee’s death. For purposes of this Agreement, “Disability” means Employee’s incapacity due to any physical or psychological condition mental illness or injury, as determined by a licensed health care provider, which renders him incapable of performing Employee unable to perform the essential functions of his job position, even with or without reasonable accommodation(s). Employee warrants, represents and agrees that holding open his position for a period in excess of those provided in this paragraph would not be a reasonable accommodation prior to the termination of this Agreement, then, to the extent permitted by law, the Company shall have the right upon ten (10) days written notice to terminate this Agreement and would impose an undue hardship on Employer. If Employee’s employment hereunder. (a) Immediately following the date on which the Company terminates is terminated due to such Disability or death, Employer will be required to pay to Employee or Employee’s employment estate, as the case may be, unrelated to any amounts that Employee may receive pursuant to any short-term and long-term disability plans or life insurance plans (as applicable), only his Base Salary plus housing and transportation allowance for twelve months; a pro-rata portion of the Executive’s Annual Bonus pursuant to Section 5 of this Agreement, or earlier if required by law, the Company shall pay to Employee all incurred but unreimbursed business expenses, accrued but unpaid salary, awarded but unpaid bonus, and accrued but unused vacation time, such salary and vacation time to accrue until the last day of the month in which Employee’s last working day occurred. Thereafter, the Company’s obligations shall terminate. Employee shall continue to be eligible to receive benefits under the disability planshereof, if any, for the fiscal year in which the Employee’s termination occurs (determined by multiplying the amount of such bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination that the Executive is employed by the Company maintains and the denominator of which is 365) payable at the same time bonuses for such year are paid to other senior executives of the Company; any accrued but unpaid vacation pay earned through the date of termination, and to the extent required under the terms of any benefit plan or this Agreement, the vested portion of any benefit under such plan; pay to Employee any unreimbursed business expenses and travel expenses that are reimbursable under this Agreement that have been incurred by Employee, subject to the submission of any required documentation; and a lump sum payment equal to 12 months of COBRA premiums based on the terms of Company’s group health plan and Executive’s coverage under such plan as of the date of termination, provided that Termination (regardless of any COBRA election actually made by Executive or the actual COBRA coverage period under the Company’s group health plan). Employee satisfies the requirements of such plans, if any. (b) If Employee dies before receipt of the entire amount specified in Section 5(a), then unpaid amounts shall be paid to or Employee’s estate. (c) In , as the event case may be, will not by operation of this provision forfeit any rights in which Employee is vested at the time of Employee’s death during the Term of this Agreement, this Agreement shall terminate. Immediately after the date of Disability or death, the Company shall pay to Employee’s estate all incurred but unreimbursed business expenses, accrued but unpaid salary, awarded but unpaid bonus, and accrued but unused vacation time, with such salary and vacation to accrue until the last day of the month in which Employee’s last working day occurred. (d) No Separation Pay or similar benefit shall be paid if termination occurs pursuant to this Section 5.