Common use of Termination by Virtue of Death or Disability of Executive Clause in Contracts

Termination by Virtue of Death or Disability of Executive. (a) In the event of Executive’s death while employed pursuant to this Agreement, all obligations of the parties hereunder and Executive’s employment shall terminate immediately, and the Company shall, pursuant to the Company’s standard payroll policies and applicable law, pay to Executive’s legal representatives the Accrued Obligations (as defined in Section 6.2(d) below) due to Executive. In addition, subject to Executive’s estate’s compliance with Section 6.2(b) below, Executive’s covered dependents will be eligible to receive the COBRA Premiums (as defined in Section 6.2(a)(ii) below), but not (i) the other Non-CIC Severance Benefits (as defined in Section 6.2(a) below), (ii) the CIC Severance Benefits (as defined in Section 6.3(a) below), or (iii) except as provided under any benefit plan or program, any other severance compensation or benefit. (b) Subject to applicable state and federal law, the Company or any of its Affiliates shall at all times have the right, upon written notice to Executive, to terminate this Agreement based on Executive’s Disability (as defined below). Termination by the Company or any of its Affiliates of Executive’s employment based on “Disability” shall mean termination because Executive is unable due to a physical or mental condition to perform the essential functions of Executive’s position with or without reasonable accommodation for six (6) months in the aggregate during any twelve (12) month period or based on the written certification by two licensed physicians of the likely continuation of such condition for such period. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law. In the event Executive’s employment is terminated based on Executive’s Disability, Executive will be entitled to the Accrued Obligations due to Executive. In addition, subject to Executive’s compliance with Section 6.2(b) below, Executive will be eligible to receive the COBRA Premiums, but not (i) the other Non-CIC Severance Benefits, (ii) the CIC Severance Benefits, or (iii) except as provided under any benefit plan or program, any other severance compensation or benefit.

Termination by Virtue of Death or Disability of Executive. (a) In the event of Executive’s death while employed pursuant to this Agreement, all obligations of the parties hereunder and Executive’s employment shall terminate immediately, and Executive will not receive the Severance Benefits, CIC Severance Benefits or any other severance compensation or benefit, except that, the Company shall, pursuant to the Company’s standard payroll policies and applicable lawpolicies, pay provide to Executive’s legal representatives the Accrued Obligations (as defined in Section 6.2(d) below) due to Executive. In addition, subject to Executive’s estate’s compliance accrued but unpaid salary through the date of death together with Section 6.2(b) below, Executive’s covered dependents will be eligible all compensation and benefits payable to receive the COBRA Premiums (as defined Executive based on his participation in Section 6.2(a)(ii) below), but not (i) the other Non-CIC Severance Benefits (as defined in Section 6.2(a) below), (ii) the CIC Severance Benefits (as defined in Section 6.3(a) below), or (iii) except as provided under any benefit plan or program, any other severance compensation or benefitbenefit plan, program or arrangement through the date of termination. (b) Subject to applicable state and federal law, the Company or any of its Affiliates shall at all times have the right, upon written notice to Executive, to terminate this Agreement based on Executive’s Disability (as defined below). Termination by the Company or any of its Affiliates of Executive’s employment based on “Disability” shall mean termination because Executive is unable due to a physical or mental condition to perform the essential functions of Executive’s position with or without reasonable accommodation for one hundred twenty (120) consecutive calendar days or six (6) months in the aggregate during any twelve (12) month period or based on the written certification by two licensed physicians of the likely continuation of such condition for such period. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law. In the event Executive’s employment is terminated based on Executive’s Disability, Executive will be entitled to the Accrued Obligations due to Executive. In addition, subject to Executive’s compliance with Section 6.2(b) below, Executive will be eligible to not receive the COBRA Premiums, but not (i) the other Non-CIC Severance Benefits, (ii) the CIC Severance Benefits, or (iii) except as provided under any benefit plan or program, any other severance compensation or benefit, except that, pursuant to the Company’s standard payroll policies, the Company shall pay to Executive the accrued but unpaid salary of Executive through the date of termination, together with all compensation and benefits payable to Executive based on his participation in any compensation or benefit plan, program or arrangement through the date of termination.

Termination by Virtue of Death or Disability of Executive. (a) In the event of Executive’s death while employed pursuant to this Agreement, all obligations of the parties hereunder and Executive’s employment shall terminate immediately, and the Company shall, pursuant to the Company’s standard payroll policies and applicable law, pay to Executive’s legal representatives the Accrued Obligations (as defined in Section 6.2(d) below) due to Executive. In addition, subject to Executive’s estate’s compliance with Section 6.2(b) below, Executive’s covered dependents will be eligible to receive the COBRA Premiums (as defined in Section 6.2(a)(ii) below), but not (i) the other Non-CIC Severance Benefits (as defined in Section 6.2(a) below), but not (iii) the CIC Severance Benefits (as defined in Section 6.3(a) below), or (iiiii) except as provided under any benefit plan or program, any other severance compensation or benefit. (b) Subject to applicable state and federal law, the Company or any of its Affiliates shall at all times have the right, upon written notice to Executive, to terminate this Agreement based on Executive’s Disability (as defined below). Termination by the Company or any of its Affiliates of Executive’s employment based on “Disability” shall mean termination because Executive is unable due to a physical or mental condition to perform the essential functions of Executive’s position with or without reasonable accommodation for six (6) months in the aggregate during any twelve (12) month period or based on the written certification by two licensed physicians of the likely continuation of such condition for such period. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law. In the event Executive’s employment is terminated based on Executive’s Disability, Executive will be entitled to the Accrued Obligations due to Executive. In addition, subject to Executive’s compliance with Section 6.2(b) below, Executive will be eligible to receive the COBRA Premiums, but not (i) the other Non-CIC Severance Benefits, but not (iii) the CIC Severance Benefits, or (iiiii) except as provided under any benefit plan or program, any other severance compensation or benefit.

Termination by Virtue of Death or Disability of Executive. (a) In the event of Executive’s death while employed pursuant to this Agreement, all obligations of the parties hereunder and Executive’s employment shall terminate immediately, and the Company shall, pursuant to the Company’s standard payroll policies and applicable law, pay to Executive’s legal representatives the Accrued Obligations (as defined in Section 6.2(d6.2(c) below) due to Executive. In addition, subject to Executive’s estate’s compliance with Section 6.2(b) below, Executive’s covered dependents will be eligible to receive the COBRA Premiums (as defined in Section 6.2(a)(ii) below), but not (i) the other Non-CIC Severance Benefits (as defined in Section 6.2(a) below), (ii) the CIC Severance Benefits (as defined in Section 6.3(a) below), or (iii) except as provided under any benefit plan or program, any other severance compensation or benefit. (b) Subject to applicable state and federal law, the Company or any of its Affiliates shall at all times have the right, upon written notice to Executive, to terminate this Agreement based on Executive’s Disability (as defined below). Termination by the Company or any of its Affiliates of Executive’s employment based on “Disability” shall mean termination because Executive is unable due to a physical or mental condition to perform the essential functions of Executive’s position with or without reasonable accommodation for six (6) months in the aggregate during any twelve (12) month period or based on the written certification by two licensed physicians of the likely continuation of such condition for such period. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law. In the event Executive’s employment is terminated based on Executive’s Disability, Executive will be entitled to the Accrued Obligations due to Executive. . (c) In addition, subject to the event Executive’s compliance with Section 6.2(b) belowemployment is terminated based on Executive’s death or Disability, Executive will be eligible to not receive the COBRA Premiums, but not (i) the other Non-CIC Severance BenefitsBenefits (as defined below), (ii) the CIC Severance BenefitsBenefits (as defined below), or (iii) except as provided under any benefit plan or program, any other severance compensation or benefit, except that the Company will provide the Accrued Obligations (as stated in Sections 6.l(a) and 6.l(b)).