Common use of Termination in Case of Disability Clause in Contracts

Termination in Case of Disability. (a) If Consultant suffers a physical or mental disability that results in Consultant being unable to perform his duties hereunder for a 16-consecutive-week period, then the Board of Directors of the Company shall select a qualified physician to examine Consultant and review his physical and mental capacity. If such physician determines in good faith that such physical or mental disability renders Consultant incapable of performing his duties hereunder for a period of at least 16 consecutive weeks following the date of such physician’s written opinion, then, unless Consultant resumes the performance of his duties hereunder, Consultant’s employment shall terminate effective 16 weeks following the date of such physician’s written opinion. Notwithstanding the foregoing, Consultant will retain the right, without obligation, to resume the performance of his duties hereunder at any time before such termination, in which case his employment hereunder will continue. (b) Upon termination of Consultant’s employment pursuant to this Section 7.2, the Company shall pay to Consultant, on the Termination Date, a lump sum payment of an amount equal to the Accrued Compensation plus the amount Consultant would have earned as Consulting Compensation during the remaining scheduled Term (determined without regard to the termination of this Agreement under this Section 7.2); provided, however, such amount will be reduced by the fixed and determinable amount of any payments to be made to Consultant during the remaining scheduled Term (determined without regard to the termination of the Agreement under this Section 7.2) under any long-term disability insurance policy maintained by the Company for the benefit of Consultant pursuant to Section 4.2(a). In addition to the foregoing, and notwithstanding the provisions of any other agreement to the contrary, (i) all options to purchase the Common Stock of the Company that have been granted to Consultant and that would have vested during the 24 months following the Termination Date will become immediately exercisable on the Termination Date and all other equity awards that have been awarded to Consultant, including restricted awards, that would have vested during the 24 months following the Termination Date will become fully vested on the Termination Date and no longer subject to restrictions on transfer (except for performance-based awards, which shall vest only upon satisfaction of the applicable performance goals) and, notwithstanding any other agreement to the contrary, will remain exercisable for the full term of each such option or award, and (ii) the Company will continue to provide to Consultant all other benefits referred to in Sections 4.2(a) and 4.2(b) hereof for the remaining scheduled Term (determined without regard to the termination of the Agreement under this Section 7.2) to the extent permitted by applicable laws and each governing contract, provided that medical benefits will continue solely pursuant to the Post-Retirement Medical Benefits Coverage Agreement between the Company and Consultant effective as of December 27, 2007 (the “Medical Benefits Coverage Agreement”).

Termination in Case of Disability. (a) 8.2.1 If Consultant Officer suffers a physical or mental disability that which results in Consultant Officer being unable to perform his duties hereunder for a 16-consecutive-26 consecutive week period, then the Board of Directors of the Company shall select a qualified physician to examine Consultant Officer and review his physical and mental capacity. If such physician determines in good faith that such physical or mental disability renders Consultant Officer incapable of performing his duties hereunder for a period of at least 16 26 consecutive weeks following the date of such physician’s 's written opinion, then, unless Consultant resumes the performance of his duties hereunder, Consultant’s then Officer's employment shall terminate effective 16 26 weeks following the date of such physician’s 's written opinion. Notwithstanding the foregoing, Consultant will retain the right, without obligation, to resume the performance of his duties hereunder at any time before such termination, in which case his employment hereunder will continue. (b) 8.2.2 Upon termination of Consultant’s Officer's employment pursuant to this Section 7.28.2, the Company shall pay to ConsultantOfficer, on the Termination Date, a lump sum payment of an amount equal to (x) all accrued and unpaid salary and other compensation payable to Officer by the Accrued Compensation plus Company and all accrued and unused vacation and sick pay payable to Officer by the Company with respect to services rendered by Officer to the Company through the Termination Date, and (y) the amount Consultant Officer would have earned as Consulting Compensation Base Salary during the remaining scheduled Term (determined without regard to five years following the termination of this Agreement under this Section 7.2)Termination Date; provided, provided however, such amount will shall be reduced by the fixed and determinable amount of any payments to be made paid to Consultant during the remaining scheduled Term (determined without regard to the termination of the Agreement under this Section 7.2) Officer under any long-term disability insurance policy maintained by the Company for the benefit of Consultant Officer pursuant to Section 4.2(a)4.4.4. In addition to the foregoing, and notwithstanding the provisions of any other agreement to the contrary, (ix) all options to purchase the Common Stock of the Company that which have been granted to Consultant Officer and that which would have vested during the 24 months following the Termination Date will date of termination shall become immediately exercisable on the Termination Date and all other equity awards that have been awarded to Consultant, including restricted awards, that would have vested during the 24 months following the Termination Date will become fully vested on the Termination Date and no longer subject to restrictions on transfer (except for performance-based awards, which shall vest only upon satisfaction of the applicable performance goals) and, notwithstanding any other agreement to the contrary, will shall remain exercisable for the full term of each such option or awardoption, and (iiy) the Company will shall continue to provide to Consultant Officer all other benefits referred to in Sections 4.2(a) 4.4.2, 4.4.3 and 4.2(b) 4.4.4 hereof for 60 months following the remaining scheduled Term (determined without regard to the termination of the Agreement under this Section 7.2) to the extent permitted by applicable laws and each governing contract, provided that medical benefits will continue solely pursuant to the Post-Retirement Medical Benefits Coverage Agreement between the Company and Consultant effective as of December 27, 2007 (the “Medical Benefits Coverage Agreement”)Termination Date.

Termination in Case of Disability. (a) 8.2.1 If Consultant Officer suffers a physical or mental disability that which results in Consultant Officer being unable to perform his duties hereunder for a 16-consecutive-26 consecutive week period, then the Board of Directors of the Company shall select a qualified physician to examine Consultant Officer and review his physical and mental capacity. If such physician determines in good faith that such physical or mental disability renders Consultant Officer incapable of performing his duties hereunder for a period of at least 16 26 consecutive weeks following the date of such physician’s 's written opinion, then, unless Consultant resumes the performance of his duties hereunder, Consultant’s then Officer's employment shall terminate effective 16 26 weeks following the date of such physician’s 's written opinion. Notwithstanding the foregoing, Consultant will retain the right, without obligation, to resume the performance of his duties hereunder at any time before such termination, in which case his employment hereunder will continue. (b) 8.2.2 Upon termination of Consultant’s Officer's employment pursuant to this Section 7.28.2, the Company shall pay to ConsultantOfficer, on the Termination Date, a lump sum payment of an amount equal to (x) all accrued and unpaid salary and other compensation payable to Officer by the Accrued Compensation plus Company and all accrued and unused vacation and sick pay payable to Officer by the Company with respect to services rendered by Officer to the Company through the Termination Date, and (y) the amount Consultant Officer would have earned as Consulting Compensation Base Salary during the remaining scheduled Term of the Amended Agreement (determined computed without regard to the termination of this the Amended Agreement under pursuant to this Section 7.28.2); provided, however, such amount will shall be reduced by the fixed and determinable amount of any payments to be made paid to Consultant during the remaining scheduled Term (determined without regard to the termination of the Agreement under this Section 7.2) Officer under any long-term disability insurance policy maintained by the Company for the benefit of Consultant Officer pursuant to Section 4.2(a)4.4.4. In addition to the foregoing, and notwithstanding the provisions of any other agreement to the contrary, (ix) all options to purchase the Common Stock of the Company that which have been granted to Consultant Officer and that which would have vested during the 24 months following the Termination Date will shall become immediately exercisable on the Termination Date and all other equity awards that have been awarded to Consultant, including restricted awards, that would have vested during the 24 months following the Termination Date will become fully vested on the Termination Date and no longer subject to restrictions on transfer (except for performance-based awards, which shall vest only upon satisfaction of the applicable performance goals) and, notwithstanding any other agreement to the contrary, will shall remain exercisable for the full term of each such option or awardoption, and (iiy) the Company will shall continue to provide to Consultant Officer all other benefits referred to in Sections 4.2(a) 4.4.2, 4.4.3 and 4.2(b) 4.4.4 hereof for the remaining scheduled Term of the Amended Agreement (determined computed without regard to the termination of the Amended Agreement under pursuant to this Section 7.2) to the extent permitted by applicable laws and each governing contract, provided that medical benefits will continue solely pursuant to the Post-Retirement Medical Benefits Coverage Agreement between the Company and Consultant effective as of December 27, 2007 (the “Medical Benefits Coverage Agreement”8.2).

Termination in Case of Disability. (a) 8.2.1 If Consultant Officer suffers a physical or mental disability that which results in Consultant Officer being unable to perform his duties hereunder for a 16-consecutive-26 consecutive week period, then the Board of Directors of the Company shall select a qualified physician to examine Consultant Officer and review his physical and mental capacity. If such physician determines in good faith that such physical or mental disability renders Consultant Officer incapable of performing his duties hereunder for a period of at least 16 26 consecutive weeks following the date of such physician’s 's written opinion, then, unless Consultant resumes the performance of his duties hereunder, Consultant’s then Officer's employment shall terminate effective 16 26 weeks following the date of such physician’s 's written opinion. Notwithstanding the foregoing, Consultant will retain the right, without obligation, to resume the performance of his duties hereunder at any time before such termination, in which case his employment hereunder will continue. (b) 8.2.2 Upon termination of Consultant’s Officer's employment pursuant to this Section 7.28.2, the Company shall pay to ConsultantOfficer, on the Termination Date, a lump sum payment of an amount equal to (x) all accrued and unpaid salary and other compensation payable to Officer by the Accrued Compensation plus Company and all accrued and unused vacation and sick pay payable to Officer by the Company with respect to services rendered by Officer to the Company through the Termination Date, and (y) the amount Consultant Officer would have earned as Consulting Compensation Base Salary during the remaining scheduled Term of the Amended Agreement (determined without regard to the termination of this Agreement under this Section 7.2); provided, however, such amount will be reduced by the fixed and determinable amount of any payments to be made to Consultant during the remaining scheduled Term (determined computed without regard to the termination of the Amended Agreement under pursuant to this Section 7.2) 8.2); provided however, such amount shall be reduced by the amount of any payments to be paid to Officer under any long-term disability insurance policy maintained by the Company for the benefit of Consultant Officer pursuant to Section 4.2(a)4.4.4. In addition to the foregoing, and notwithstanding the provisions of any other agreement to the contrary, (ix) all options to purchase the Common Stock of the Company that which have been granted to Consultant Officer and that which would have vested during the 24 months following the Termination Date will shall become immediately exercisable on the Termination Date and all other equity awards that have been awarded to Consultant, including restricted awards, that would have vested during the 24 months following the Termination Date will become fully vested on the Termination Date and no longer subject to restrictions on transfer (except for performance-based awards, which shall vest only upon satisfaction of the applicable performance goals) and, notwithstanding any other agreement to the contrary, will shall remain exercisable for the full term of each such option or awardoption, and (iiy) the Company will shall continue to provide to Consultant Officer all other benefits referred to in Sections 4.2(a) 4.4.2, 4.4.3 and 4.2(b) 4.4.4 hereof for the remaining scheduled Term of the Amended Agreement (determined computed without regard to the termination of the Amended Agreement under pursuant to this Section 7.2) to the extent permitted by applicable laws and each governing contract, provided that medical benefits will continue solely pursuant to the Post-Retirement Medical Benefits Coverage Agreement between the Company and Consultant effective as of December 27, 2007 (the “Medical Benefits Coverage Agreement”8.2).

Termination in Case of Disability. (a) If Consultant suffers a physical or mental disability that results in Consultant being unable to perform his duties hereunder for a 16-consecutive-week period, then the Board of Directors of the Company shall select a qualified physician to examine Consultant and review his physical and mental capacity. If such physician determines in good faith that such physical or mental disability renders Consultant incapable of performing his duties hereunder for a period of at least 16 consecutive weeks following the date of such physician’s written opinion, then, unless Consultant resumes the performance of his duties hereunder, Consultant’s employment shall terminate effective 16 weeks following the date of such physician’s written opinion. Notwithstanding the foregoing, Consultant will retain the right, without obligation, to resume the performance of his duties hereunder at any time before such termination, in which case his employment hereunder will continue. (b) Upon termination of Consultant’s employment pursuant to this Section 7.2, the Company shall pay to Consultant, on the Termination Date, a lump sum payment of an amount equal to the Accrued Compensation plus the amount Consultant would have earned as Consulting Compensation during the remaining scheduled Term (determined without regard to the termination of this Agreement under this Section 7.2); provided, however, such amount will be reduced by the fixed and determinable amount of any payments to be made to Consultant during the remaining scheduled Term (determined without regard to the termination of the Agreement under this Section 7.2) under any long-term disability insurance policy maintained by the Company for the benefit of Consultant pursuant to Section 4.2(a). In addition to the foregoing, and notwithstanding the provisions of any other agreement to the contrary, (i) all options to purchase the Common Stock of the Company that have been granted to Consultant and that would have vested during the 24 months following the Termination Date will become immediately exercisable on the Termination Date and all other equity awards that have been awarded to Consultant, including restricted awards, that would have vested during the 24 months following the Termination Date will become fully vested on the Termination Date and no longer subject to restrictions on transfer (except for performance-based awards, which shall vest only upon satisfaction of the applicable performance goals) and, notwithstanding any other agreement to the contrary, will remain exercisable for the full term of each such option or award, and (ii) the Company will continue to provide to Consultant all other benefits referred to in Sections 4.2(a) and 4.2(b) hereof for the remaining scheduled Term (determined without regard to the termination of the Agreement under this Section 7.2) to the extent permitted by applicable laws and each governing contract, provided that medical benefits will continue solely pursuant to the Post-Retirement Medical Benefits Coverage Agreement between the Company and Consultant effective as of December 27, 2007 (the “Medical Benefits Coverage Agreement”).

Termination in Case of Disability. (a) 8.2.1 If Consultant Officer suffers a physical or mental disability that which results in Consultant Officer being unable to perform his duties hereunder for a 16-consecutive-26 consecutive week period, then the Board of Directors of the Company shall select a qualified physician to examine Consultant Officer and review his physical and mental capacity. If such physician determines in good faith that such physical or mental disability renders Consultant Officer incapable of performing his duties hereunder for a period of at least 16 26 consecutive weeks following the date of such physician’s 's written opinion, then, unless Consultant resumes the performance of his duties hereunder, Consultant’s then Officer's employment shall terminate effective 16 26 weeks following the date of such physician’s 's written opinion. Notwithstanding the foregoing, Consultant will retain the right, without obligation, to resume the performance of his duties hereunder at any time before such termination, in which case his employment hereunder will continue. (b) 8.2.2 Upon termination of Consultant’s Officer's employment pursuant to this Section 7.28.2, the Company shall pay to ConsultantOfficer, on the Termination Date, a lump sum payment of an amount equal to (x) all accrued and unpaid salary and other compensation payable to Officer by the Accrued Compensation plus Company and all accrued and unused vacation and sick pay payable to Officer by the Company with respect to services rendered by Officer to the Company through the Termination Date, and (y) the amount Consultant Officer would have earned as Consulting Compensation Base Salary during the remaining scheduled Term (determined without regard to twelve months following the termination of this Agreement under this Section 7.2)Termination Date; provided, however, such -------- ------- amount will shall be reduced by the fixed and determinable amount of any payments to be made paid to Consultant during the remaining scheduled Term (determined without regard to the termination of the Agreement under this Section 7.2) Officer under any long-term disability insurance policy maintained by the Company for the benefit of Consultant Officer pursuant to Section 4.2(a)4.4.3. In addition to the foregoing, and notwithstanding the provisions of any other agreement to the contrary, (ix) all options to purchase the Common Stock of the Company that which have been granted to Consultant Officer and that which would have vested during the 24 months following the Termination Date will date of termination shall become immediately exercisable on the Termination Date and all other equity awards that have been awarded to Consultant, including restricted awards, that would have vested during the 24 months following the Termination Date will become fully vested on the Termination Date and no longer subject to restrictions on transfer (except for performance-based awards, which shall vest only upon satisfaction of the applicable performance goals) and, notwithstanding any other agreement to the contrary, will shall remain exercisable for the full term of each such option or awardoption, and (iiy) the Company will shall continue to provide to Consultant Officer all other benefits referred to in Sections 4.2(a) and 4.2(b) Section 4.4.3 hereof for the remaining scheduled Term (determined without regard to twelve months following the termination of the Agreement under this Section 7.2) to the extent permitted by applicable laws and each governing contract, provided that medical benefits will continue solely pursuant to the Post-Retirement Medical Benefits Coverage Agreement between the Company and Consultant effective as of December 27, 2007 (the “Medical Benefits Coverage Agreement”)Termination Date.