Common use of Exception for death or disability Clause in Contracts

Exception for death or disability. If the Participant’s employment ends before the third anniversary because of death or disability, the service condition will be waived and the Participant or the Participant’s estate or designated beneficiary will be entitled to and vested in a portion of the shares awarded under section 1 based on the degree to which the performance conditions stated in section 3(b) are satisfied on the date of the Participant’s death or the date on which the Participant’s employment terminated because of disability. For purposes of this Stock Award Agreement the term “disability” means, because of a medically determinable physical or mental impairment that can be expected to result in death or that can be expected to last for a continuous period of at least 12 months, (x) the Participant is unable to engage in any substantial gainful activity, or (y) the Participant is receiving income replacement benefits for a period of at least three months under an accident and health plan of the employer. Medical determination of disability may be made either by the Social Security Administration or by the provider of an accident or health plan covering employees of Middlefield or Related Entity. Upon request of the Plan Committee, the Participant must submit proof to the Plan Committee of the Social Security Administration’s or provider’s determination.