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

Termination Due to Death or Permanent Disability. Executive’s employment with the Company shall terminate automatically on Executive’s death. In the event of Executive’s Permanent Disability, the Company shall be entitled to terminate his employment. For purposes of this Agreement, the “Permanent Disability” of Executive shall mean Executive’s inability, because of mental or physical illness or incapacity, whether total or partial, to perform one or more of the material functions of Executive’s position with or without reasonable accommodation, for a period of: (i) 90 consecutive calendar days or (ii) an aggregate of 120 days out of any consecutive 12 month period, and which entitles Executive to receive benefits under a disability plan provided by the Company. In the event of a termination of employment under this section, Executive shall be entitled to following, subject to Section 8(g): (i) a lump sum amount equal to any earned, but unpaid, Annual Cash Bonus, if any, for the year prior to the year of termination, less taxes and withholdings, payable on the sixtieth (60th) day following Executive’s termination of employment; (ii) a lump sum amount equal to any earned, but unpaid, Base Salary, if any, through the date of Executive’s termination of employment, less taxes and withholdings, which shall be payable on the first payroll date after Executive’s termination of employment; (iii) a lump sum amount equal to any unreimbursed business expenses, if any, pursuant to and in accordance with Section 7, incurred through the date of Executive’s termination of employment; and (iv) a pro rata portion of any Annual Cash Bonus, to the extent earned based on actual performance by the Company, that Executive would have been eligible to receive hereunder in the year of termination, based on the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable at such time as any such Annual Cash Bonuses are paid to active senior executives of the Company.

Termination Due to Death or Permanent Disability. Executive’s employment with the Company shall terminate automatically on Executive’s death. In the event of Executive’s Permanent Disability, the Company shall be entitled to terminate his her employment. For purposes of this Agreement, the “Permanent Disability” of Executive shall mean Executive’s inability, because of mental or physical illness or incapacity, whether total or partial, to perform one or more of the material functions of Executive’s position with or without reasonable accommodation, for a period of: (i) 90 consecutive calendar days or (ii) an aggregate of 120 days out of any consecutive 12 month period, and which entitles Executive to receive benefits under a disability plan provided by the Company. In the event of a termination of employment under this section, Executive shall be entitled to following, subject to Section 8(g): (i) a lump sum amount equal to any earned, but unpaid, Annual Cash Bonus, if any, for the year prior to the year of termination, less taxes and withholdings, payable on the sixtieth (60th) day following Executive’s termination of employment; (ii) a lump sum amount equal to any earned, but unpaid, Base Salary, if any, through the date of Executive’s termination of employment, less taxes and withholdings, which shall be payable on the first payroll date after Executive’s termination of employment; (iii) a lump sum amount equal to any unreimbursed business expenses, if any, pursuant to and in accordance with Section 7, incurred through the date of Executive’s termination of employment; and (iv) a pro rata portion of any Annual Cash Bonus, to the extent earned based on actual performance by the Company, that Executive would have been eligible to receive hereunder in the year of termination, based on the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable at such time as any such Annual Cash Bonuses are paid to active senior executives of the Company.

Termination Due to Death or Permanent Disability. Executive’s 's employment with the Company shall terminate automatically on Executive’s 's death. In the event of Executive’s 's Permanent Disability, the Company shall be entitled to terminate his employment. For purposes of this Agreement, the “"Permanent Disability” " of Executive shall mean Executive’s 's inability, because of mental or physical illness or incapacity, whether total or partial, to perform one or more of the material functions of Executive’s 's position with or without reasonable accommodation, for a period of: (i) 90 consecutive calendar days or (ii) an aggregate of 120 days out of any consecutive 12 month period, and which entitles Executive to receive benefits under a disability plan provided by the Company. In the event of a termination of employment under this section, Executive shall be entitled to following, subject to Section 8(g): (i) a lump sum amount equal to any earned, but unpaid, Annual Cash Bonus, if any, for the year prior to the year of termination, less taxes and withholdings, payable on the sixtieth (60th) day following Executive’s 's termination of employment; (ii) a lump sum amount equal to any earned, but unpaid, Base Salary, if any, through the date of Executive’s 's termination of employment, less taxes and withholdings, which shall be payable on the first payroll date after Executive’s 's termination of employment; (iii) a lump sum amount equal to any unreimbursed business expenses, if any, pursuant to and in accordance with Section 7, incurred through the date of Executive’s 's termination of employment; and (iv) a pro rata portion of any Annual Cash Bonus, to the extent earned based on actual performance by the Company, that Executive would have been eligible to receive hereunder in the year of termination, based on the percentage of the fiscal year that shall have elapsed through the date of Executive’s 's termination of employment, payable at such time as any such Annual Cash Bonuses are paid to active senior executives of the Company.

Termination Due to Death or Permanent Disability. Executive’s employment with the Company shall terminate automatically on Executive’s death. In the event of Executive’s Permanent Disability, the Company shall be entitled to terminate his her employment. For purposes of this Agreement, the “Permanent Disability” of Executive shall mean Executive’s inability, because of mental or physical illness or incapacity, whether total or partial, to perform one or more of the material functions of Executive’s position with or without reasonable accommodation, for a period of: (i) 90 consecutive calendar days or (ii) an aggregate of 120 days out of any consecutive 12 month period, and which entitles Executive to receive benefits under a disability plan provided by the Company. In the event of a termination of employment under this section, Executive shall be entitled to following, subject to Section 8(g): (i) a lump sum amount equal to any earned, but unpaid, Annual Cash Bonus, if any, for the year prior to the year of termination, less taxes and withholdings, payable on the sixtieth (60th) day following Executive’s termination of employment; (ii) a lump sum amount equal to any earned, but unpaid, Base Salary, if any, through the date of Executive’s termination of employment, less taxes and withholdings, which shall be payable on the first payroll date after Executive’s termination of employment; (iii) a lump sum amount equal to any unreimbursed business expenses, if any, pursuant to and in accordance with Section 7, incurred through the date of Executive’s termination of employment; and (iv) a pro rata portion of any Annual Cash Bonus, to the extent earned based on actual performance by the Company, that Executive would have been eligible to receive hereunder in Executive’s target annual bonus for the year of termination, based on the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employmentSeparation Date, payable at such time as any such Annual Cash Bonuses are in a lump sum on the Company’s first regular payroll date following the date that the Separation Agreement becomes fully effective and irrevocable (and will include all amounts that would have been paid to active senior executives on the regular payroll dates of the CompanyCompany following the Separation Date prior to such date).

Termination Due to Death or Permanent Disability. Executive’s employment with the Company shall terminate automatically on upon Executive’s death. In The Company may terminate Executive’s employment immediately upon the occurrence of a Permanent Disability, such termination to be effective upon Executive’s receipt of written notice of such termination. Upon Executive’s death or in the event of that Executive’s employment is terminated due to Executive’s Permanent Disability, subject to Section 8(i) below, Executive or Executive’s estate or Executive’s beneficiaries, as the Company case may be, shall be entitled to terminate his employment. For purposes of this Agreement, the “Permanent Disability” of Executive shall mean Executive’s inability, because of mental or physical illness or incapacity, whether total or partial, to perform one or more of the material functions of Executive’s position with or without reasonable accommodation, for a period of: to: (i) 90 consecutive calendar days or The Accrued Obligations; (ii) an aggregate Pro-rata Annual Bonus for the year of 120 days out termination, calculated based on actual performance as if Executive had remained employed through the remainder of the applicable performance period; (iii) The Severance; (iv) The Target Bonus, payable in accordance with Section 4(b); (v) Accelerated vesting of all outstanding Equity Awards (with any consecutive 12 month periodunvested performance-based awards deemed achieved based on actual performance); and (vi) To the extent permissible under the Company’s group health plan and subject to Executive’s timely election of continuation coverage under COBRA, and which entitles continuation of health benefits coverage at the expense of the Company, during the Severance Term (or if earlier, until the date that Executive becomes eligible to receive any health benefits as a result of subsequent employment or service during the Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, and, if not permissible under a disability plan provided by the Company. In the event of a termination of employment under this section’s group health plan, Executive shall be entitled to followingreceive a lump sum payment equal to the after-tax costs of comparable health benefits coverage for Executive and Executive’s dependents during the Severance Term. Following Executive’s death or a termination of Executive’s employment by reason of a Permanent Disability, subject except as set forth in this Section 8(b), Executive shall have no further rights to Section 8(g): any compensation or any other benefits under this Agreement (except relating to any rights Executive may have as an equityholder or interest holder). For the avoidance of doubt, Executive’s sole and exclusive remedy in connection with a termination of employment due to death or Permanent Disability shall be receipt of the amounts and benefits set forth in clauses (i) a lump sum amount equal to any earned, but unpaid, Annual Cash Bonus, if any, for the year prior to the year through (vi) of termination, less taxes and withholdings, payable on the sixtieth (60thSection 8(b) day following Executive’s termination of employment; (ii) a lump sum amount equal to any earned, but unpaid, Base Salary, if any, through the date of Executive’s termination of employment, less taxes and withholdings, which shall be payable on the first payroll date after Executive’s termination of employment; (iii) a lump sum amount equal to any unreimbursed business expenses, if any, pursuant to and in accordance with Section 7, incurred through the date of Executive’s termination of employment; and (iv) a pro rata portion of any Annual Cash Bonus, to the extent earned based on actual performance by the Company, that Executive would have been eligible to receive hereunder in the year of termination, based on the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable at such time as any such Annual Cash Bonuses are paid to active senior executives of the Companyhereof.

Termination Due to Death or Permanent Disability. Executive’s employment with the Company shall terminate automatically on Executive’s death. In the event of Executive’s Permanent Disability, the Company shall be entitled to terminate his employment. For purposes of this Agreement, the “Permanent Disability” of Executive shall mean Executive’s inability, because of mental or physical illness or incapacity, whether total or partial, to perform one or more of the material functions of Executive’s position with or without reasonable accommodation, for a period of: (i) 90 consecutive calendar days or (ii) an aggregate of 120 days out of any consecutive 12 month period, and which entitles Executive to receive benefits under a disability plan provided by the Company. In the event of a termination of employment under this section, Executive shall be entitled to following, subject to Section 8(g): 4(g): (i) a lump sum amount equal to any earned, but unpaid, Annual Cash Bonus, if any, for the year prior to the year of termination, less taxes and withholdings, payable on the sixtieth (60th) day following Executive’s termination of employment; ; (ii) a lump sum amount equal to any earned, but unpaid, Base Salary, if any, through the date of Executive’s termination of employment, less taxes and withholdings, which shall be payable on the first payroll date after Executive’s termination of employment; ; (iii) a lump sum amount equal to any unreimbursed business expenses, if any, pursuant to and in accordance with Section 73(e), incurred through the date of Executive’s termination of employment; and and (iv) a pro rata portion of any Annual Cash Bonus, to the extent earned based on actual performance by the Company, that Executive would have been eligible to receive hereunder in the year of termination, based on the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable at such time as any such Annual Cash Bonuses are paid to active senior executives of the Company.

Termination Due to Death or Permanent Disability. Executive’s employment with the Company shall terminate automatically on Executive’s death. In the event of the termination of the Executive’s Permanent Disability's employment and this Agreement due to the Executive's death or Disability (as defined in Section 8(c)), the Company Executive, or the Executive's legal representative, shall be entitled to terminate his no payments, salary continuation or other benefits, except for: (i) Base Salary to the extent earned and accrued but unpaid through the date of Executive's termination of employment. For purposes , as well as a one-time lump-sum cash payment equivalent to the Executive's monthly Base Salary multiplied by the number of months remaining in the then-current Term of this Agreement, to be paid within a reasonable time, not to exceed ninety (90) days, after the “Permanent Executive's death or Disability” of Executive shall mean Executive’s inability, because of mental subject to any offset or physical illness or incapacity, whether total or partial, to perform one or more of the material functions of Executive’s position with or without reasonable accommodation, for a period of: (i) 90 consecutive calendar days or reduction as set forth in Section 4(b)(iv); (ii) an aggregate of 120 days out of any consecutive 12 month periodIncentive Bonus payment, and which entitles Executive to receive benefits under a disability plan provided as determined by the Company. In the event of a termination of employment under this section, Executive shall be entitled to following, subject Digi Compensation Committee pursuant to Section 8(g): (i3(b) a lump sum amount equal to any earned, but unpaid, Annual Cash Bonus, if anyherein, for the year previously ended prior to the Executive's termination. In addition, in its sole discretion, the Digi Compensation Committee may provide an additional incentive bonus payment for the year in which the Executive's termination of termination, less taxes and withholdings, payable on employment occurred; (iii) payment for accrued but unused vacation time up to the sixtieth (60th) day following Executive’s 's termination of employment; (iiiv) all benefits the Executive would otherwise receive upon a lump sum Disability or upon death under any benefit plan covering the Executive, provided, however, that all such benefits that the Executive receives or would otherwise receive upon a Disability shall be offset against any other payments under Section 4(b)(i) of this Section 4(b), such that any amount equal potentially owing to any earnedthe Executive under Section 4(b)(i) is reduced, but unpaidnot less than zero, Base Salaryby the monetary value of the benefits (referenced in this subsection) received by the Executive; (v) statutory benefit continuation rights in accordance with COBRA, if any, through provided Executive makes the appropriate voluntary contribution payments and subject to applicable law and the requirements of the Company's health insurance plans then in effect; (vi) all expenses reimbursable to the Executive and unpaid as of the date of Executive’s termination of employment, less taxes and withholdings, which shall be payable on the first payroll date after Executive’s termination of employment; (iii) a lump sum amount equal to any unreimbursed business expenses, if any, pursuant to and in accordance with Section 7, incurred through the date of Executive’s 's termination of employment; and (ivvii) a pro rata portion of any Annual Cash Bonus, to the extent earned based on actual performance by the Company, that Executive would have been eligible to receive hereunder in the year of termination, based on the percentage Executive's unvested stock options shall vest immediately and all of the fiscal year that Executive's stock options shall have elapsed through remain in full force and effect and may be exercised at any time up to their latest possible date of expiration as set out in each stock option agreement entered into between the Executive and the Company and applicable to such options (such option agreements existing as of the date of this Agreement and the latest possible date of expiration of the option contained in each such option agreement as of the date of this Agreement are identified in Exhibit A hereto) notwithstanding any provision contained in any existing or future stock option agreement entered into between the Executive and the Company (as such agreements may be amended from time to time) or in the Company's Amended and Restated 1998 Incentive and Non-Qualified Stock Option Plan (as amended from time to time) or the Company's 2001 Stock Option and Incentive Plan (as amended from time to time) that provides for either a lesser period of time within which to exercise such options or forfeiture of any option granted thereunder. In the event that any date of expiration contained in any existing or future stock option agreement entered into between the Executive and the Company shall be extended to a later date in time, then the Executive’s termination of employment's right to exercise options pursuant to such stock option agreement shall be extended to that later date in time. During the Term, payable at such time as any such Annual Cash Bonuses are paid the Company shall maintain disability insurance policies, for which the Executive is eligible, comparable to active the insurance policies for which the other senior executives of the CompanyCompany are eligible.