Shareholder Disability Sample Clauses

Shareholder Disability. The “disability” of an Insider Shareholder as used in this Agreement shall mean a physical or mental condition that prevents the affected Insider Shareholder (the “Disabled Shareholder”) from performing normal employment duties in a manner reasonably consistent with performance prior to such disability for a period of six (6) months or more as may reasonably be determined by a majority of the Board (excluding, if applicable, the Board member whose disability is being evaluated) upon consultation with a physician or other professional reasonably acceptable to the Board, provided, that if the Company has disability insurance on the Disabled Shareholder, then the definition of “disabled” set forth in such policy shall govern in determining whether an Insider Shareholder is disabled. Upon issuance, copies of any such disability insurance policies may be collectively scheduled and/or attached hereto as Schedule 6.1 without further action on the part of any party hereto. Upon final determination of the disability of an Insider Shareholder, the Company, Remaining Shareholders, Disabled Shareholder, and, if applicable, the legal representative of the Disabled Shareholder, shall provide for the repurchase of such Disabled Shareholder’s shares of Common Stock following the purchase price terms and the procedures set forth in Section 5 with respect to a Deceased Shareholder, except that, as necessary and reasonable in order to give logical effect hereto and thereto:
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Shareholder Disability. Upon the passage of 180 days following the date on which a Shareholder becomes disabled, either partially or totally, for any reason whatsoever, as determined by (i) an insurer issuing a disability policy covering the disabled shareholder, whether or not paid for by the Company, or (ii) in the absence of a disability policy covering the disabled Shareholder, the unanimous vote of the board of directors of the Company, excluding the vote of the disabled Director of the Company, excluding the vote of the disabled Shareholder, if such disabled Shareholder is a Director. In either case, the determination of the insurer or the board of directors shall control and be binding upon the disabled Shareholder, the remaining Shareholders and the Company. The other Shareholders or Company who are a party to this agreement shall have the obligation to purchase such stock of the disabled Shareholder according to the procedure set forth at Section 5 for Involuntary Transfers.
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Related to Shareholder Disability

  • By Disability If Executive becomes eligible for the Company’s long term disability benefits or if, in the sole opinion of the Company, Executive is unable to carry out the responsibilities and functions of the position held by Executive by reason of any physical or mental impairment for more than ninety consecutive days or more than one hundred and twenty days in any twelve-month period, then, to the extent permitted by law, the Company may terminate Executive’s employment. The Company shall pay to Executive all compensation to which Executive is entitled up through the date of termination, and thereafter all obligations of the Company under this Agreement shall cease. Nothing in this Section shall affect Executive’s rights under any disability plan in which Executive is a participant.

  • Good Reason; Other Than for Cause, Death or Disability If, during the Employment Period, the Company shall terminate the Executive's employment other than for Cause or Disability or the Executive shall terminate employment for Good Reason:

  • Good Reason; Other Than for Cause or Disability If, during the Employment Period, the Company terminates the Executive's employment other than for Cause or Disability or the Executive terminates employment for Good Reason:

  • For Disability 9.2 Employee may terminate this Agreement by giving a Notice of Termination to the Company in accordance with this Agreement, at any time, with or without Good Reason.

  • Permanent Disability Permanent Disability" shall mean Employee's physical or mental incapacity to perform his or her usual duties with such condition likely to remain continuously and permanently as determined by Employer.

  • Disability/Disabled For the purpose of this Agreement, an Executive will be considered disabled if:

  • Termination for Permanent Disability If Executive’s employment is terminated by the Company for Permanent Disability, Executive shall be entitled to receive (i) Executive’s fully earned but unpaid base salary, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time such payments are due, (ii) an amount equal to Executive’s annual base salary as in effect immediately prior to the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination, (iii) an amount equal to Executive’s Bonus for the year in which the date of termination occurs prorated for the period during such year Executive was employed prior to the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination, and (iv) for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage), the Company shall pay for and provide Executive and his or her dependents with healthcare and life insurance benefits which are substantially the same as the benefits provided to Executive immediately prior to the date of termination, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA. In addition, if Executive’s employment is terminated by the Company for Permanent Disability, the vesting and/or exercisability of Executive’s outstanding Stock Awards shall be automatically accelerated on the date of termination as to the number of shares that would vest over the twelve (12) months following Executive’s date of termination under the applicable vesting schedules had Executive remained continuously employed by the Company during such period. Except as otherwise provided above with respect to accelerated vesting, if Executive’s employment is terminated by Permanent Disability, the provisions of the award agreements governing Executive’s Stock Awards regarding the exercisability of such Stock Awards following Executive’s disability shall apply.

  • Retirement, Death or Disability If the Executive’s employment terminates during the Term of this Agreement due to his death, a disability that results in his collection of any long-term disability benefits, or retirement at or after age 62, the Executive (or the beneficiaries of his estate) shall be entitled to receive the compensation and benefits that the Executive would otherwise have become entitled to receive pursuant to subsection (d) hereof upon a resignation without Good Reason.

  • Termination for Disability If Executive’s employment is terminated due to Disability following a Change in Control, Executive shall receive his Base Salary through the Termination Date, at which time his benefits shall be determined in accordance with Company’s disability, retirement, insurance and other applicable plans and programs then in effect, and Executive shall not be entitled to any other benefits provided by this Agreement.

  • Death or Disability The Executive's employment shall terminate automatically upon the Executive's death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice in accordance with Section 12(b) of this Agreement of its intention to terminate the Executive's employment. In such event, the Executive's employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the "Disability Effective Date"), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" shall mean the absence of the Executive from the Executive's duties with the Company on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive's legal representative.

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