Common use of Inability to Perform Duties Clause in Contracts

Inability to Perform Duties. If, during the Term of Employment, Executive should become physically or mentally disabled, such that he is unable to perform his duties under Sections I (A) and (C) hereof for (i) a period of six (6) consecutive months or (ii) for shorter periods that add up to six (6) months in any eight (8)-month period, by written notice to the Executive, Company may terminate this Agreement. Notwithstanding the foregoing, Executive’s employment shall terminate upon Executive incurring a “separation from service” under the medical leave rules of Section 409A. In that case, no further amounts or benefits shall be payable to Executive, except that Executive shall receive the Accrued Benefits, a prorated portion of Executive’s then-current annual bonus target for that calendar year based on the amount of time Executive was employed during the calendar year (and subject to achievement of any applicable performance metric), and, until (i) he is no longer disabled or (ii) he becomes 65 years old -- whichever happens first – Executive may be entitled to receive continued coverage under the relevant medical or disability plans to the extent permitted by such plans and to the extent such benefits continue to be provided to the Company executives at Executive’s level in the Company generally, provided that in the case of any continued coverage under one or more of Company’s medical plans, if Company determines that the provision of continued medical coverage at Company’s sole or partial expense may result in Federal taxation of the benefit provided thereunder to Executive or his dependents because such benefits are provided by a self-insured basis by Company, then Executive shall be obligated to pay the full monthly or similar premium for such coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). In such event, Company shall pay Executive, in a lump sum, within 30 days following the Company’s determination that the benefits may be taxable, an amount equivalent to the monthly premium for COBRA coverage for the remaining balance of the Term of Employment (based on the COBRA rates then in effect). Executive’s then-outstanding equity awards under the Stock Plan shall be treated in accordance with the applicable plan documents and implementing award agreements.

Inability to Perform Duties. If, during the Term of Employment, Executive should become physically or mentally disabled, such that he is unable to perform his duties under Sections I (A) and (C) hereof for (i) a period of six (6) consecutive months or (ii) for shorter periods that add up to six (6) months in any eight (8)-month period, by written notice to the Executive, Company may terminate this Agreementthe Term of Employment. Notwithstanding the foregoing, Executive’s employment the Term of Employment shall terminate upon Executive incurring a “separation from service” under the medical leave rules of Code Section 409A. 409A (as defined in Section VIII(I)). In that such case, no further amounts or benefits shall be payable to Executive, except that Executive shall (i) receive the Accrued Benefits, (ii) receive a prorated portion of Executive’s then-current annual bonus target at Target for that the calendar year of Executive’s separation of service based on the amount of time Executive was employed during the that calendar year (and subject to adjustment based on achievement of any the applicable plan year’s performance metricmetrics), andpayable at the time annual bonuses are ordinarily paid to Senior Executives, until but in no event shall it be paid later than March 15th of the year following the calendar year, and (iiii) he is no longer disabled or be eligible to elect to (iix) he becomes 65 years old -- whichever happens first – Executive may be entitled to receive continued coverage under the Company’s relevant medical or disability plans to the extent permitted by by, and under the terms of, such plans and to the extent such benefits continue to be provided to other former Senior Executives generally or (y) receive COBRA continuation of the group health benefits previously provided to Executive and his dependents (provided Executive timely elects such COBRA coverage) in which case Company executives at Executive’s level in shall pay the Company generallypremiums for such COBRA coverage up to the maximum applicable COBRA period, provided that in the case of any continued coverage under one or more of Company’s medical plans, if Company determines that the provision of continued medical group health coverage at Company’s sole or partial expense may result in Federal taxation of the benefit provided thereunder to Executive or his dependents (e.g., because such benefits are provided by a self-insured basis by Company), then Executive shall be obligated to pay the full monthly or similar EXECUTION COPY premium for such coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). In and, in such event, Company shall pay Executive, in a lump sum, within 30 days following the Company’s determination that the benefits may be taxablemonthly installments, an amount equivalent to the monthly premium for COBRA coverage for the remaining balance of the Term of Employment maximum applicable COBRA period (based on the provided, that Company shall cease to pay such COBRA rates then in effectpremiums at such time that Executive obtains new employment and is eligible for health insurance benefits from a new employer). Executive’s then-outstanding equity awards under the Stock Plan shall be treated in accordance with the applicable plan documents and implementing award agreements.

Inability to Perform Duties. If, during the Term of Employment, Executive should become physically or mentally disabled, such that he is unable to perform his duties under Sections I (A) and (C) hereof for (i) a period of six (6) consecutive months or (ii) for shorter periods that add up to six (6) months in any eight (8)-month period, by written notice to Executive given while Executive remains disabled and within sixty (60) days following satisfaction of the Executivecriteria set forth in clause (i) or (ii), Company may terminate this Agreementthe Term of Employment. Notwithstanding the foregoing, Executive’s employment the Term of Employment shall terminate upon Executive incurring a “separation from service” under the medical leave rules of Code Section 409A. 409A (as defined in Section VIII(I)). In that such case, no further amounts or benefits shall be payable to Executive, except that Executive shall (i) receive the Accrued Benefits, (ii) receive a prorated portion of Executive’s then-current annual bonus target at Target for that the calendar year of Executive’s separation of service based on the amount of time Executive was employed during the that calendar year (and subject to achievement of any applicable performance metricmetrics), andpayable at the time annual bonuses are ordinarily paid to Senior Executives, until but in no event shall it be paid later than March 15th of the year following the calendar year, and (iiii) he is no longer disabled or be eligible to elect to (iix) he becomes 65 years old -- whichever happens first – Executive may be entitled to receive continued coverage under the Company’s relevant medical or disability plans to the extent permitted by by, and under the terms of, such plans and to the extent such benefits continue to be provided to other former Senior Executives generally or (y) receive COBRA continuation of the group health benefits previously provided to Executive and his dependents (provided Executive timely elects such COBRA coverage) in which case Company executives at Executive’s level in shall pay the Company generallypremiums for such COBRA coverage up to the maximum applicable COBRA period, provided that in the case of any continued coverage under one or more of Company’s medical plans, if Company determines that the provision of continued medical group health coverage at Company’s sole or partial expense may result in Federal taxation of the benefit provided thereunder to Executive or his dependents (e.g., because such benefits are provided by a self-insured basis by Company), then Executive shall be obligated to pay the full monthly or similar premium for such coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). In and, in such event, Company shall pay Executive, in a lump sum, within 30 days following the Company’s determination that the benefits may be taxablemonthly installments, an amount equivalent to the monthly premium for COBRA coverage for the remaining balance of the Term of Employment maximum applicable COBRA period (based on the provided, that Company shall cease to pay such COBRA rates then in effectpremiums at such time that Executive obtains new employment and is eligible for health insurance benefits from a new employer). Executive’s then-outstanding equity awards under the Stock Plan shall be treated in accordance with the applicable plan documents and implementing award agreements.

Inability to Perform Duties. If, during the Term of Employment, Executive should become physically or mentally disabled, such that he is unable to perform his duties under Sections I (A) and (C) hereof for (i) a period of six (6) consecutive months or (ii) for shorter periods that add up to six (6) months in any eight (8)-month period, by written notice to the Executive, Company may terminate this Agreementthe Term of Employment. Notwithstanding the foregoing, Executive’s employment the Term of Employment shall terminate upon Executive incurring a “separation from service” under the medical leave rules of Code Section 409A. 409A (as defined in Section VIII(I)). In that such case, no further amounts or benefits shall be payable to Executive, except that Executive shall (i) receive the Accrued Benefits, (ii) receive a prorated portion of Executive’s then-current annual bonus target at Target for that the calendar year of Executive’s separation of service based on the amount of time Executive was employed during the that calendar year (and subject to achievement of any applicable performance metricmetrics), andpayable at the time annual bonuses are ordinarily paid to Senior Executives, until but in no event shall it be paid later than March 15th of the year following the calendar year, and (iiii) he is no longer disabled or be eligible to elect to (iix) he becomes 65 years old -- whichever happens first – Executive may be entitled to receive continued coverage under the Company’s relevant medical or disability plans to the extent permitted by by, and under the terms of, such plans and to the extent such benefits continue to be provided to other former Senior Executives generally or (y) receive COBRA continuation of the group health benefits previously provided to Executive and his dependents (provided Executive timely elects such COBRA coverage) in which case Company executives at Executive’s level in shall pay the Company generallypremiums for such COBRA coverage up to the maximum applicable COBRA period, provided that in the case of any continued coverage under one or more of Company’s medical plans, if Company determines that the provision of continued medical group health coverage at Company’s sole or partial expense may result in Federal taxation of the benefit provided thereunder to Executive or his dependents (e.g., because such benefits are provided by a self-insured basis by Company), then Executive shall be obligated to pay the full monthly or similar premium for such coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). In and, in such event, Company shall pay Executive, in a lump sum, within 30 days following the Company’s determination that the benefits may be taxablemonthly installments, an amount equivalent to the monthly premium for COBRA coverage for the remaining balance of the Term of Employment maximum applicable COBRA period (based on the provided, that Company shall cease to pay such COBRA rates then in effectpremiums at such time that Executive obtains new employment and is eligible for health insurance benefits from a new employer). Executive’s then-outstanding equity awards under the Stock Plan shall be treated in accordance with the applicable plan documents and implementing award agreements.

Inability to Perform Duties. If, during the Term of Employment, Executive should become physically or mentally disabled, such that he is unable to perform his duties under Sections I (A) and (C) hereof for (i) a period of six (6) consecutive months or (ii) for shorter periods that add up to six (6) months in any eight (8)-month period, by written notice to the Executive, Company may terminate this AgreementAgreement and Executive shall receive his earned but unpaid base salary, accrued but unused vacation, a prorated portion of Executive’s then-current annual bonus target for that calendar year based on the amount time Executive was employed during the calendar year, and those benefits that may vest in accordance with the controlling documents for other relevant Company benefits programs, which shall be paid in accordance with the terms of such other Company benefit programs, including the terms governing the time and manner of payment. Executive’s outstanding equity awards, including under the Stock Plan and Discovery Appreciation Plan (“DAP”), shall be treated in accordance with the applicable plan documents and implementing award agreements. Notwithstanding the foregoing, Executive’s employment shall terminate upon Executive incurring a “separation from service” under the medical leave rules of Section 409A. In that case, no further amounts or benefits shall be payable to Executive, except that Executive shall receive the Accrued Benefits, a prorated portion of Executive’s then-current annual bonus target for that calendar year based on the amount of time Executive was employed during the calendar year (and subject to achievement of any applicable performance metric), and, until (i) he is no longer disabled or (ii) he becomes 65 years old -- — whichever happens first – — Executive may be entitled to receive continued coverage under the relevant medical or disability plans to the extent permitted by such plans and to the extent such benefits continue to be provided to the Company executives at Executive’s level in the Company generally, provided that in the case of any continued coverage under one or more of Company’s medical plans, if Company determines that the provision of continued medical coverage at Company’s sole or partial expense may result in Federal taxation of the benefit provided thereunder to Executive or his dependents because such benefits are provided by a self-insured basis by Company, then Executive shall be obligated to pay the full monthly COBRA or similar premium for such coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)coverage. In such event, the Company shall pay Executive, in a lump sum, within 30 days following the Company’s determination that the benefits may be taxable, an amount equivalent to the monthly premium for COBRA coverage for the remaining balance of the Term of Employment (based on the COBRA rates then in effect). Executive’s then-outstanding equity awards under the Stock Plan shall be treated in accordance with the applicable plan documents and implementing award agreementsEmployment.

Inability to Perform Duties. If, during the Term of Employment, Executive should become physically or mentally disabled, such that he is unable to perform his duties under Sections I (A) and (C) hereof for (i) a period of six (6) consecutive months or (ii) for shorter periods that add up to six (6) months in any eight (8)-month period, by written notice to the Executive, Company may terminate this Agreementthe Term of Employment. Notwithstanding the foregoing, Executive’s employment the Term of Employment shall terminate upon Executive incurring a “separation from service” under the medical leave rules of Code Section 409A. 409A (as defined in Section VIII(I)). In that such case, no further amounts or benefits shall be payable to Executive, except that Executive shall (i) receive the Accrued Benefits, (ii) receive a prorated portion of Executive’s then-current annual bonus target at Target for that the calendar year of Executive’s separation of service based on the amount of time Executive was employed during the that calendar year (and subject to adjustment based on achievement of any the applicable plan year’s performance metricmetrics), andpayable at the time annual bonuses are ordinarily paid to Senior Executives, until but in no event shall it be paid later than March 15th of the year following the calendar year, and (iiii) he is no longer disabled or be eligible to elect to (iix) he becomes 65 years old -- whichever happens first – Executive may be entitled to receive continued coverage under the Company’s relevant medical or disability plans to the extent permitted by by, and under the terms of, such plans and to the extent such benefits continue to be provided to other former Senior Executives generally or (y) receive COBRA continuation of the group health benefits previously provided to Executive and his dependents (provided Executive timely elects such COBRA coverage) in which case Company executives at Executive’s level in shall pay the Company generallypremiums for such COBRA coverage up to the maximum applicable COBRA period, provided that in the case of any continued coverage under one or more of Company’s medical plans, if Company determines that the provision of continued medical group health coverage at Company’s sole or partial expense may result in Federal taxation of the benefit provided thereunder to Executive or his dependents (e.g., because such benefits are provided by a self-insured basis by Company), then Executive shall be obligated to pay the full monthly or similar premium for such coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). In and, in such event, Company shall pay Executive, in a lump sum, within 30 days following the Company’s determination that the benefits may be taxablemonthly installments, an amount equivalent to the monthly premium for COBRA coverage for the remaining balance of the Term of Employment maximum applicable COBRA period (based on the provided, that Company shall cease to pay such COBRA rates then in effectpremiums at such time that Executive obtains new employment and is eligible for health insurance benefits from a new employer). Executive’s then-outstanding equity awards under the Stock Plan shall be treated in accordance with the applicable plan documents and implementing award agreements.

Inability to Perform Duties. If, during Should the Term of Employment, Executive should become physically or mentally disabled, such that he is Superintendent be unable to perform substantially all of his duties under Sections I (A) by reason of illness, accident or other cause beyond his control, and (C) hereof for (i) if said disability is permanent, irreparable, or of such a period nature that, as determined by a licensed physician mutually selected by the Board and the Superintendent, will make the performance of six (6) consecutive months or (ii) for shorter periods that add up his duties impossible, the Board has the option to six (6) months in any eight (8)-month periodterminate the Superintendent’s employment, by upon written notice to the ExecutiveSuperintendent; the Superintendent’s date of termination from employment shall not become effective until sixty (60) days from the date upon which the Superintendent receives written notice of termination from employment or has exhausted all accrued sick days, Company may terminate this Agreementwhichever last occurs. Notwithstanding Upon termination of the foregoing, ExecutiveSuperintendent’s employment pursuant to this subparagraph 5(B)(11)(a), the District shall terminate upon Executive incurring a “separation from service” under immediately pay to the medical leave rules Superintendent all of Section 409A. In that casethe aggregate compensation, no further amounts or salary, and benefits including, but not limited to, insurance premiums and coverages and payment for unused leave, the Superintendent earned, accrued and/or is entitled to in accordance with this Contract through the effective date of his termination, whereupon the respective duties, rights and obligations hereof shall be payable to Executiveterminate, except as otherwise set forth herein. In the event that Executive shall receive the Accrued Benefits, a prorated portion of ExecutiveSuperintendent’s then-current annual bonus target for that calendar year based on the amount of time Executive was employed during the calendar year (and subject employment is terminated pursuant to achievement of any applicable performance metricthis subparagraph 5(B)(11)(a), and, until (i) he is no longer disabled or (ii) he becomes 65 years old -- whichever happens first – Executive may the Superintendent shall not be entitled to receive continued coverage under from the relevant medical District life insurance benefits or disability plans to the extent permitted by such plans and to the extent such benefits continue to be provided to the Company executives at Executive’s level in the Company generally, provided that in the case of any continued coverage under one PSERS contributions not earned or more of Company’s medical plans, if Company determines that the provision of continued medical coverage at Company’s sole or partial expense may result in Federal taxation of the benefit provided thereunder to Executive or his dependents because such benefits are provided by a self-insured basis by Company, then Executive shall be obligated to pay the full monthly or similar premium for such coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). In such event, Company shall pay Executive, in a lump sum, within 30 days following the Company’s determination that the benefits may be taxable, an amount equivalent to the monthly premium for COBRA coverage for the remaining balance of the Term of Employment (based on the COBRA rates then in effect). Executive’s then-outstanding equity awards under the Stock Plan shall be treated accrued in accordance with this Contract prior to the effective date of the termination of employment. In the event that the Superintendent’s employment is terminated pursuant to this subparagraph 5(B)(11)(a), the District shall provide the Superintendent, his spouse, and eligible dependents with medical benefits pursuant to subparagraph 5(B)(9)(b). Notwithstanding any other provision of this Contract, the District and Superintendent agree that is the express intention of the parties that the Superintendent has not waived or in any way impaired his rights, nor will the District unlawfully discriminate against the Superintendent or violate his rights, under the Americans with Disabilities Act, the Family Medical Leave Act, the Pennsylvania Human Relations Act, or any other applicable plan documents and implementing award agreementsstate or federal law.