Common use of Permanent and Total Disability Clause in Contracts

Permanent and Total Disability. If Grantee’s employment with the Company or an Affiliate of the Company terminates due to Grantee’s Permanent and Total Disability, and Grantee has been employed by Company for at least 3 years, then the Lapse Date of the Restricted Stock granted under this Award Agreement will be accelerated, as of the date preceding the termination of Grantee’s employment, subject to execution by Grantee of a general release and waiver in a form provided by the Company. “Permanent and Total Disability” shall have the meaning ascribed to such term under Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (together with the regulations and other official guidance promulgated thereunder, the “Code”), and with such permanent and total disability being certified prior to termination of Grantee’s employment by (i) the Social Security Administration, (ii) such other body having the relevant decision-making power applicable to the Company (such as an insurance carrier), or (iii) an independent medical advisor appointed by the Company in its sole discretion, as applicable.