Common use of Qualifying Termination Due to Death or Disability Clause in Contracts

Qualifying Termination Due to Death or Disability. If the Full- ------------------------------------------------- Time Employment Period terminates for a reason set forth in clause (ii) or (iii) of Section 4(a): (i) the Executive or the Executive's executor, administrator or other legal representative, as the case may be, shall be entitled to receive within 30 days after the amount in question is reasonably determinable (1) all salary payable through the date of such termination, (2) unpaid VIC and DVIC and VISO awarded, but not yet granted, for the prior calendar year, (3) VIC and DVIC and VISO for the then current calendar year, prorated through the date of such termination based on actual results of operations for such full calendar year, and (4) reimbursement of proper expenses incurred through the date of such termination; (ii) each stock option granted to the Executive by the Company then held by the Executive shall be considered 100% vested, and exercisable in full by the Executive or the Executive's executor, administrator or other legal representative, as the case may be, for up to three years after the date of termination, but in no case beyond a date 10 years following the date of grant of such option. The Company covenants that the Compensation Committee of the Board shall take such actions as necessary so that upon the termination of the Executive's employment as provided in the introduction to this Section 5(b), all current and future stock awards are fully exercisable to such extent for the three-year period, or if shorter until a date 10 years following the date of grant of such option; (iii) the Executive or the Executive's executor, administrator or other legal representative, as the case may be, shall be entitled to receive all vested and unvested amounts, including all credited interest, in the Executive's DVIC account. Such payment shall be made under the terms of the Executive's DVIC Agreement. The Company covenants that the Compensation Committee of the Board shall take such actions as necessary so that upon the termination of the Executive's employment as provided in the introduction to this Section 5(b), all current and future DVIC awards are fully vested. (iv) the Executive (if alive) or the Executive's executor, administrator or other legal representative, as the case may be, shall be entitled to the compensation and benefits payable under the Directors Part-Time Employment Agreement, with all age and service requirements deemed to have been satisfied and with the benefit calculated at 45% of the final average annual compensation, assuming 30 years of credited service. (v) the Executive (or the Executive's qualified dependents, as the case may be), shall be entitled to participate at the Company's expense in all other applicable benefit plans or programs in accordance with the provisions until such time as the Executive is (or would have been) 65 years of age or such later time as provided in such plans.

Qualifying Termination Due to Death or Disability. If the Full- ------------------------------------------------- Full-Time Employment Period terminates for a reason set forth in clause (ii) or (iii) of Section 4(a): (i) the Executive or the Executive's executor, administrator or other legal representative, as the case may be, shall be entitled to receive within 30 days after the amount in question is reasonably determinable (1) all salary payable through the date of such termination, (2) unpaid VIC and DVIC and VISO awarded, but not yet granted, for the prior calendar year, (3) VIC and DVIC and VISO for the then current calendar year, prorated through the date of such termination based on actual results of operations for such full calendar year, and (4) reimbursement of proper expenses incurred through the date of such termination; (ii) notwithstanding anything to the contrary in the Stock Option Agreement, each stock option granted to the Executive by the Company then held by the Executive shall be considered 100% vested, and exercisable in full by the Executive or the Executive's executor, administrator or other legal representative, as the case may be, for up to three years after the date of termination, but in no case beyond a date 10 years following the date of grant of such option. The Company covenants that the Compensation Committee of the Board shall take such actions as necessary so that upon the termination of the Executive's employment as provided in the introduction to this Section 5(b), all current and future stock awards are fully exercisable to such extent for the three-year period, or if shorter until a date 10 years following the date of grant of such option; (iii) notwithstanding anything to the contrary in the Deferred Variable Incentive Compensation Letter of Agreement, the Executive or the Executive's executor, administrator or other legal representative, as the case may be, shall be entitled to receive all vested and unvested amounts, including all credited interest, in the Executive's DVIC account. Such payment shall be made under the terms of the Executive's DVIC Agreement. The Company covenants that the Compensation Committee of the Board shall take such actions as necessary so that upon the termination of the Executive's employment as provided in the introduction to this Section 5(b), all current and future DVIC awards are fully vested. (iv) the Executive (if alive) or the Executive's executor, administrator or other legal representative, as the case may be, shall be entitled to the compensation and benefits payable under the Directors Part-Part- Time Employment Agreement, with all age and service requirements deemed to have been satisfied and with the benefit calculated at 45% of the final average annual compensation, assuming 30 years of credited service. (v) the Executive (or the Executive's qualified dependents, as the case may be), shall be entitled to participate at the Company's expense in all other applicable benefit plans or programs in accordance with the provisions until such time as the Executive is (or would have been) 65 years of age or such later time as provided in such plans.

Qualifying Termination Due to Death or Disability. If the Full- ------------------------------------------------- Time Employment Period terminates for a reason set forth in clause (ii) or (iii) of Section 4(a): (i) the Executive or the Executive's executor, administrator or other legal representative, as the case may be, shall be entitled to receive within 30 days after the amount in question is reasonably determinable (1) all salary payable through the date of such termination, (2) unpaid VIC and DVIC and VISO awarded, but not yet granted, for the prior calendar year, (3) VIC and DVIC and VISO for the then current calendar year, prorated through the date of such termination based on actual results of operations for such full calendar year, and (4) reimbursement of proper expenses incurred through the date of such termination; (ii) each stock option granted to the Executive by the Company then held by the Executive shall be considered 100% vested, and exercisable in full to the extent it is vested at the date of termination by the Executive or the Executive's executor, administrator or other legal representative, as the case may be, for up to three years after the date of termination, but in no case beyond a date 10 years following the date of grant of such option. The Company covenants that the Compensation Committee of the Board shall take such actions as necessary so that upon the termination of the Executive's employment as provided in the introduction to this Section 5(b), all current and future stock awards are fully exercisable to such extent for the three-year period, or if shorter until a date 10 years following the date of grant of such option; (iii) the Executive or the Executive's executor, administrator or other legal representative, as the case may be, shall be entitled to receive all vested and unvested amounts, including all credited interest, in the Executive's DVIC account. Such payment shall be made under the terms of the Executive's DVIC Agreement. The Company covenants that the Compensation Committee of the Board shall take such actions as necessary so that upon the termination of the Executive's employment as provided in the introduction to this Section 5(b), all current and future DVIC awards are fully vested. (iv) the Executive (if alive) or the Executive's executor, administrator or other legal representative, as the case may be, shall be entitled to the compensation and benefits payable under the Directors Part-Time Employment Agreement, with all age and service requirements deemed to have been satisfied and with the benefit calculated at 45% of the final average annual compensation, assuming 30 years of credited service. (v) the Executive (or the Executive's qualified dependents, as the case may be), shall be entitled to participate at the Company's expense in all other applicable benefit plans or programs in accordance with the provisions until such time thereof applicable to terminated employees (or their qualified dependents, as the Executive is (or would have been) 65 years of age or such later time as provided in such planscase may be).

Qualifying Termination Due to Death or Disability. If the Full- ------------------------------------------------- Time Employment Period terminates for a reason set forth in clause (ii) or (iii) of Section 4(a): (i) the Executive or the Executive's executor, administrator or other legal representative, as the case may be, shall be entitled to receive within 30 days after the amount in question is reasonably determinable (1) all salary payable through the date of such termination, (2) unpaid VIC and DVIC and VISO awarded, but not yet granted, for the prior calendar year, (3) VIC and DVIC and VISO for the then current calendar year, prorated through the date of such termination based on actual results of operations for such full calendar year, and (4) reimbursement of proper expenses incurred through the date of such termination; (ii) each stock option granted to the Executive by the Company then held by the Executive shall continue to vest pursuant to the normal schedule and shall be considered 100% vested, and exercisable in full by the Executive or the Executive's executor, administrator or other legal representative, as the case may be, for up to three years after the date of termination, but in no case beyond a date 10 years following the date of grant term of such optionoption in accordance with the applicable stock option agreement in effect at the time of such termination. The Company covenants that the Compensation Committee of the Board shall take such actions as necessary so that upon the termination of the Executive's employment as provided in the introduction to this Section 5(b), all current and future stock awards awards, are fully exercisable to such extent for until the three-year period, or if shorter until a date 10 years following end of the date term of grant of such the option;. (iii) the Executive or the Executive's executor, administrator or other legal representative, as the case may be, shall be entitled to receive all vested and unvested amounts, including all credited interest, in the Executive's DVIC account. Such payment shall be made under the terms of the Executive's DVIC AgreementAgreement and commence at the direction of the Executive or the Executive's executor, administrator or other legal representative, as the case may be. The Company covenants that the Compensation Committee of the Board shall take such actions as necessary so that upon the termination of the Executive's ExecutiveOs employment as provided in the introduction to this Section 5(b), all current and future DVIC awards awards, are fully vested. (iv) the Executive or the Executive's qualified dependents, as the case may be, shall be entitled to participate in the Company's medical, dental and life insurance plans, as applicable, through age 65. (if alivev) the Executive shall become a part-time employee of the Company, the Executive or the Executive's executor, administrator or other legal representative, as the case may be, shall be entitled to the compensation and benefits payable under the Directors Part-Time Employment Agreement, with all age and service requirements deemed to have been satisfied and with the benefit calculated at 45% of the final average annual compensation, assuming 30 years regardless of credited serviceactual service determined under the Directors Part-Time Employment Agreement. The payment of these benefits shall commence immediately upon death or disability. (v) the Executive (or the Executive's qualified dependents, as the case may be), shall be entitled to participate at the Company's expense in all other applicable benefit plans or programs in accordance with the provisions until such time as the Executive is (or would have been) 65 years of age or such later time as provided in such plans.

Qualifying Termination Due to Death or Disability. If the Full- ------------------------------------------------- Time Employment Period terminates for a reason set forth in clause (ii) or (iii) of Section 4(a): (i) the Executive or the Executive's executor, administrator or other legal representative, as the case may be, shall be entitled to receive within 30 days after the amount in question is reasonably determinable (1) all salary payable through the date of such termination, (2) unpaid VIC and DVIC and VISO awarded, but not yet granted, incentive compensation for the prior calendar year, (3) VIC and DVIC and VISO incentive compensation for the then current calendar year, prorated through the date of such termination based on actual results of operations for such full calendar year, and (4) reimbursement of proper expenses incurred through the date of such termination;. (ii) each stock option granted to the Executive Phantom Stock Benefit shall be payable in accordance with Section 3(c) hereof and the Options shall be governed by the Company then held by the Executive shall be considered 100% vested, and exercisable in full by the Executive or the Executive's executor, administrator or other legal representative, as the case may be, for up to three years after the date of termination, but in no case beyond a date 10 years following the date of grant of such option. The Company covenants that the Compensation Committee terms of the Board shall take such actions as necessary so that upon the termination of the Executive's employment as provided in the introduction to this Section 5(b), all current and future stock awards are fully exercisable to such extent for the three-year period, or if shorter until a date 10 years following the date of grant of such option;Option Agreement. (iii) the Executive or the Executive's executor, administrator or other legal representative, as the case may be, shall be entitled to receive all vested and unvested amounts, if any, including all credited interest, in the Executive's DVIC deferred incentive compensation account. Such payment payments shall be made under the terms of the Executive's DVIC Agreementdeferred incentive compensation agreement, if any. The Company covenants that the Compensation Committee of the Board shall take such actions as necessary and if applicable, so that upon the termination of the Executive's employment as provided in the introduction to this Section 5(b), all current and future DVIC deferred incentive compensation awards are fully vested. (iv) the Executive (if alive) or the Executive's executor, administrator or other legal representative, as the case may be, shall be entitled to the compensation and benefits payable under the Directors Part-Time Employment Agreement, with all age and service requirements deemed to have been satisfied and with the benefit calculated at 45% of the final average annual compensation, assuming 30 years of credited service. (v) the Executive (or the Executive's qualified dependents, as the case may be), shall be entitled to participate at the Company's expense in all other applicable benefit plans or programs in accordance with the provisions until such time thereof applicable to terminated employees (or their qualified dependents, as the Executive is (or would have been) 65 years of age or such later time as provided in such planscase may be).

Qualifying Termination Due to Death or Disability. If the Full- ------------------------------------------------- Full-Time Employment Period terminates for a reason set forth in clause (ii) or (iii) of Section 4(a): (i) the Executive or the Executive's executor, administrator or other legal representative, as the case may be, shall be entitled to receive within 30 days after the amount in question is reasonably determinable (1) all salary payable through the date of such termination, (2) unpaid VIC and DVIC and VISO awarded, but not yet granted, for the prior calendar year, (3) VIC and DVIC and VISO for the then current calendar year, prorated through the date of such termination based on actual results of operations for such full calendar year, and (4) reimbursement of proper expenses incurred through the date of such termination; (ii) each stock option granted to the Executive by the Company then held by the Executive shall be considered 100% vested, and exercisable in full to the extent it is vested at the date of termination by the Executive or the Executive's executor, administrator or other legal representative, as the case may be, for up to three years after the date of termination, but in no case beyond a date 10 years following the date of grant term of such optionoption in accordance with the applicable stock option agreement in effect at the time of such termination. The Company covenants that the Compensation Committee of the Board shall take such actions as necessary so that upon the termination of the Executive's employment as provided in the introduction to this Section 5(b), all current and future stock awards awards, are fully exercisable to such extent for the three-year period, or if shorter until a date 10 years following the date end of grant the term of such the option, whichever occurs first; (iii) the Executive or the Executive's executor, administrator or other legal representative, as the case may be, shall be entitled to receive all vested and unvested amounts, including all credited interest, in the Executive's DVIC account. Such payment shall be made under the terms of the Executive's DVIC AgreementAgreement and commence at the direction of the Executive or the Executive's executor, administrator or other legal representative, as the case may be. The Company covenants that the Compensation Committee of the Board shall take such actions as necessary so that upon the termination of the Executive's employment as provided in the introduction to this Section 5(b), all current and future DVIC awards awards, are fully vested. (iv) the Executive (if alive) or the Executive's executor, administrator or other legal representative, as the case may be, shall be entitled to the compensation and benefits payable under the Directors Part-Time Employment Agreement, with all age and service requirements deemed to have been satisfied and with the benefit calculated at 45% of the final average annual compensation, assuming 30 years of credited service. (v) the Executive (or the Executive's qualified dependents, as the case may be), shall be entitled to participate at the Company's expense in all other applicable benefit plans or programs in accordance with the provisions until such time as the Executive is (or would have been) 65 years of age or such later time as provided in such plans.