Common use of Termination for Incapacity Clause in Contracts

Termination for Incapacity. In the event that Executive suffers an Incapacity during Executive’s employment, the Company may elect to terminate Executive’s employment pursuant to this Section 4.4. In such event, the Company shall pay Executive, or to Executive’s beneficiaries or estate if applicable, all base salary due and owing and all other accrued but unpaid benefits (e.g., accrued vacation) through the date on which an Incapacity is determined to exist (the “Determination Date”), less applicable standard deductions and withholdings. In addition, within ten days of such termination of Executive’s employment, the Company shall pay to Executive, or to Executive’s beneficiaries or estate if applicable, in a single lump-sum payment, subject to applicable standard deductions and withholdings, an amount equal to the Target Bonus, pro rated based on the number of days through the Determination Date in the year in which such termination occurs, less amounts of the Target Bonus previously paid to Executive for the year in which such termination occurs. In addition, the Company shall pay to Executive, or to Executive’s beneficiaries or estate, as appropriate, the sum of (i) an amount equal to that number of months of Executive’s then current base salary equal to the Severance Months and, (ii) the Bonus Severance Amount, less all applicable standard deductions and withholdings and any disability payment otherwise payable by or pursuant to plans provided by the Company and actually paid to Executive. Such amounts payable in the preceding sentence shall be payable in the form of salary continuation (with amounts attributable to the Bonus Severance Amount prorated monthly). Thereafter the Company’s obligations under this Agreement shall terminate; provided, however, that nothing contained in this Agreement shall limit Executive’s rights to payments or other benefits under any long-term disability plans of the Company in which Executive participates, if any. For the purposes of this Agreement, Executive shall be deemed to have suffered an “Incapacity” if Executive shall, due to illness or mental or physical incapacity, be unable to perform the duties and responsibilities required to be performed by him on behalf of the Company for a period of at least 180 days.

Termination for Incapacity. In the event that Executive suffers an Incapacity during Executive’s employment, the Company may elect to terminate Executive’s employment pursuant to this Section 4.4. In such event, the Company shall pay Executive, or to Executive’s beneficiaries or estate if applicable, all base salary due and owing and all other accrued but unpaid benefits (e.g., accrued vacation) through the date on which an Incapacity is determined to exist (the “Determination Date”), less applicable standard deductions and withholdings. In addition, within ten days of such termination of Executive’s employment, the Company shall pay to Executive, or to Executive’s beneficiaries or estate if applicable, in a single lump-sum payment, subject to applicable standard deductions and withholdings, an amount equal to the Target Bonus, pro rated based on the number of days through the Determination Date in the year in which such termination occurs, less amounts of the Target Bonus previously paid to Executive for the year in which such termination occurs. In addition, the Company shall pay to Executive, or to Executive’s beneficiaries or estate, as appropriate, the sum of (i) an amount equal to that number of months of Executive’s then current base salary equal to the Severance Months and, (ii) the Bonus Severance Amount, less all applicable standard deductions and withholdings and any disability payment otherwise payable by or pursuant to plans provided by the Company and actually paid to Executive. Such amounts payable in the preceding sentence shall be payable either as a lump-sum or in the form of salary continuation (with amounts attributable to the Bonus Severance Amount prorated monthly), whichever the Company shall determine in its sole discretion. Thereafter the Company’s obligations under this Agreement shall terminate; provided, however, that nothing contained in this Agreement shall limit Executive’s rights to payments or other benefits under any long-term disability plans of the Company in which Executive participates, if any. For the purposes of this Agreement, Executive shall be deemed to have suffered an “Incapacity” if Executive shall, due to illness or mental or physical incapacity, be unable to perform the duties and responsibilities required to be performed by him on behalf of the Company for a period of at least 180 days.

Termination for Incapacity. In the event that Executive suffers an Incapacity during Executive’s employment, the Company may elect to terminate Executive’s employment pursuant to this Section 4.4. In such event, the Company shall pay Executive, or to Executive’s beneficiaries or estate if applicable, all base salary due and owing and all other accrued but unpaid benefits (e.g., accrued vacation) through the date on which an Incapacity is determined to exist (the “Determination Date”Date ‘), less applicable standard deductions and withholdings. In addition, within ten days of such termination of Executive’s employment, the Company shall pay to Executive, or to Executive’s beneficiaries or estate if applicable, in a single lump-sum payment, subject to applicable standard deductions and withholdings, an amount equal to the Target Bonus, pro rated based on the number of days through the Determination Date in the year in which such termination occurs, less amounts of the Target Bonus previously paid to Executive for the year in which such termination occurs. In addition, the Company shall pay to Executive, or to Executive’s beneficiaries or estate, as appropriate, the sum of (i) an amount equal to that number of months of Executive’s then current base salary equal to the Severance Months and, (ii) the Bonus Severance Amount, less all applicable standard deductions and withholdings and any disability payment otherwise payable by or pursuant to plans provided by the Company and actually paid to Executive. Such amounts payable in the preceding sentence shall be payable either as a lump-sum or in the form of salary continuation (with amounts attributable to the Bonus Severance Amount prorated monthly), whichever the Company shall determine in its sole discretion. Thereafter the Company’s obligations under this Agreement shall terminate; provided, however, that nothing contained in this Agreement shall limit Executive’s rights right to payments or other benefits under any long-term disability plans of the Company in which Executive participates, if any. For the purposes of this Agreement, Executive shall be deemed to have suffered an “Incapacity” if Executive shall, due to illness or mental or physical incapacity, be unable to perform the duties and responsibilities required to be performed by him on behalf of the Company for a period of at least 180 days.

Termination for Incapacity. In the event that Executive suffers an Incapacity during Executive’s employmenthis employment hereunder, either of the Company Companies may elect to terminate Executive’s employment pursuant to this Section 4.4. In such event, the Company shall pay Executive, or to Executive’s beneficiaries or estate if applicable, Executive all base salary Base Salary due and owing and owing, all other accrued but unpaid benefits (e.g., accrued vacation) through the date on which an Incapacity is determined to exist (Termination Date, and the “Determination Date”)benefits described in Section 4.3.3, less and any other benefits then or thereafter due in accordance with the then-applicable standard deductions and withholdingsterms of any applicable Company Arrangement. In addition, within ten days the Time-Vesting Shares shall become fully vested and non-forfeitable, and the Stock Option Agreement shall remain exercisable with respect to the Time-Vesting Shares for the remainder of such termination of its term, as if Executive’s employment, the Company shall pay to Executive, or to Executive’s beneficiaries or estate if applicable, in a single lump-sum payment, subject to applicable standard deductions and withholdings, an amount equal to the Target Bonus, pro rated based on the number of days through the Determination Date in the year in which such termination occurs, less amounts of the Target Bonus previously paid to Executive for the year in which such termination occursemployment had continued indefinitely. In addition, the Company shall also pay to Executive, or subject to Executive’s beneficiaries or estateauthorized deductions and required tax withholdings, as appropriate, a cash lump-sum equal to the sum of product obtained by multiplying (iA) an amount equal to that number of months annual bonus for the calendar year of Executive’s then current base salary termination, determined substantially on the degree to which performance metrics for such calendar year are achieved (without any exercise of negative discretion with respect to Executive) and as if Executive had remained employed until the date annual bonuses are paid, times (B) a fraction whose numerator equals the number of days in such calendar year through the Termination Date and whose denominator is 365, such payment to be made at the time annual bonuses are paid to other senior executives, but in no event later than March 15 of the following calendar year (the “Pro-Rata Bonus”). In addition, the Company will provide Executive, through the earliest of (x) the month in which he dies, (y) the month in which he attains age 65, and (z) the first month following the Termination Date in which he is able to work in a senior executive capacity (with or without reasonable accommodation), and no less frequently than monthly, periodic disability payments at an annual rate equal to 60% of his Base Salary as of the Severance Months andTermination Date, in each case offset by the amount of periodic disability benefits provided (iiother than benefits attributable to his own contributions) the Bonus Severance Amount, less all applicable standard deductions and withholdings and under any disability payment otherwise payable by insurance plan or pursuant to plans provided by the Company and actually paid to Executive. Such amounts payable in the preceding sentence shall be payable in the form of salary continuation (with amounts attributable to the Bonus Severance Amount prorated monthly). Thereafter the Company’s obligations under this Agreement shall terminate; provided, however, that nothing contained in this Agreement shall limit Executive’s rights to payments or other benefits under any long-term disability plans program of the Company in which Executive participates, if anyCompanies or their affiliates. For the purposes of this Agreement, Executive shall be deemed to have suffered an “Incapacity” if Executive shallshall mean that Executive, due to illness or mental or physical incapacity, be has been unable to substantially perform the duties and responsibilities required to be performed by him on behalf of the Company Companies for a period of at least 180 days.