Common use of Due to Death or Disability Clause in Contracts

Due to Death or Disability. Executive’s employment shall terminate upon Executive’s death and the Company may terminate Executive’s employment due to Executive’s Disability. As used in this Agreement, “Disability” shall mean any physical or mental disability or incapacity that renders Executive incapable of fully performing the services required of Executive by the Company for a period of 180 consecutive days or for shorter periods aggregating 180 days during any twelve (12) month period; provided, however, that Executive shall be deemed to suffer from a Disability if Executive is rendered incapable of fully performing the services required of Executive by Company for a period of ninety (90) consecutive days and at the end of such ninety (90) day period, a qualified independent physician selected by the Company determines that there is no reasonable prospect of Executive resuming such required services within the subsequent ninety (90) day period. For purposes of the definition of “Disability”, “Company” shall include any subsidiary, business unit or affiliate of the Company with respect to which Executive performs Executive’s duties. Any question as to the existence of a Disability upon which Executive and the Company cannot agree shall be determined by a qualified independent physician selected by Executive (or, if Executive is unable to make such selection, a selection shall be made by Executive’s spouse, if available, or if such spouse is unavailable due to death or incapacity, any other adult member of Executive’s immediate family), with the consent of the Company, which consent shall not be unreasonably withheld. The determination of such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of determining Disability under this Agreement.

Due to Death or Disability. Executive’s employment shall terminate upon Executive’s death and the Company may terminate Executive’s employment due to Executive’s Disability. As used in this Agreement, “Disability” shall mean any physical or mental disability or incapacity that renders has caused Executive incapable of fully performing not to be able to perform the services required of Executive by the Company for a period of 180 consecutive days or for shorter periods aggregating 180 days during any twelve (12) month period; period provided, however, that Executive shall be deemed to suffer from a Disability if Executive is rendered incapable of fully performing the services required of Executive by Company for a period of ninety (90) consecutive days and at the end of such ninety (90) day period, a qualified independent physician selected by the Company determines that there is no reasonable prospect of Executive resuming such required services within the subsequent ninety (90) day period. For purposes of the definition of “Disability”, “Company” shall include any subsidiary, business unit or affiliate of the Company with respect to which Executive performs Executive’s duties. Any question as to the existence of a Disability upon which Executive and the Company cannot agree shall be determined by a qualified independent physician selected by Executive (or, if Executive is unable to make such selection, a selection shall be made by Executive’s spouse, if available, or if such spouse is unavailable due to death or incapacity, any other adult member of Executive’s immediate family), with the consent of the Company, which consent shall not be unreasonably withheld. The determination of such physician made in writing to the Company and Executive shall be final and conclusive for all purposes of determining Disability under this Agreement. Notwithstanding the foregoing, the Executive shall have a termination for Disability if he has a separation from service within the meaning of Code Section 409A as a result of a physical or mental incapacity.