Common use of Disability of Employee Clause in Contracts

Disability of Employee. Notwithstanding the provisions of Section 4(a) above, if the Employee ceases his or her employment or other service relationship with the Company as a result of his or her total and permanent disability, (i) this Option shall terminate immediately upon such cessation to the extent it is unvested, and (ii) this Option shall be exercisable during the 12-month period following such cessation to the extent it is vested, but in no event after the Expiration Date. Unless sooner terminated, this Option shall terminate in its entirety upon the expiration of such 12-month period. For purposes of this Agreement, "total and permanent disability" shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve months. The Plan Administrator may require such proof of total and permanent disability as the Plan Administrator in its sole discretion deems appropriate and the Plan Administrator's good faith determination as to whether the Employee is totally and permanently disabled shall be final and binding on all parties concerned.