Common use of Due to Disability Clause in Contracts

Due to Disability. In the event that the Executive becomes disabled during the Employment Term or Window Period and is, therefore, unable to perform his duties herein for a period of more than one hundred-eighty (180) calendar days in the aggregate during any period of twelve (12) consecutive months, or in the event of the Board's reasonable expectation that the Executive's Disability will exist for more than a period of one hundred-eighty (180) calendar days, the Company shall have the right to suspend the Executive's active employment as provided in this Agreement and place him on Disability. However, the Board shall deliver written notice to the Executive of the Company's intent to suspend for Disability at least thirty (30) calendar days prior to the effective date of such suspension. A suspension for Disability shall become effective upon the end of the thirty (30) day notice period. Upon such effective date, the Company will pay the Executive any Base Salary through the effective date of the suspension for Disability, a pro rata portion of the Highest Annual Bonus for the fiscal year in which such suspension occurs, and the Executive will be immediately vested in all long-term incentive awards, provided however, that if the Executive's Disability is due to alcohol or drug dependence, he will vest ratably in any long-term incentive awards. Further, upon the effective date of the suspension, the Company's obligation to pay and provide to the Executive any future Base Salary, annual bonus, and long-term incentive awards (as provided in Sections 4.1, 4.2, and 4.3, respectively) shall immediately be suspended. However, the Executive shall receive all rights and benefits that he is vested in, pursuant to other plans and programs of the Company, including, but not limited to, short- and long-term disability benefits, and retirement benefits as described in Section 4.4. Under no circumstance will the Executive, if suspended due to Disability, receive less than 60% of his Base Salary in effect at the time of his suspension for Disability through age 65. The Company agrees to make such payments to the Executive in the event that the benefit is not available for any reason.