Common use of Termination on Disability Clause in Contracts

Termination on Disability. If during the Term the Employee should fail to perform his duties hereunder on account of physical or mental illness or other incapacity which the Board shall in good faith determine renders the Employee incapable of performing his duties hereunder, and such illness or other incapacity shall continue for a period of more than six (6) consecutive months (“Disability”), the Company shall have the right, on written Notice of Termination (as defined in Section 9(a)) delivered to the Employee to terminate the Employee’s employment under this Agreement. During the period that the Employee shall have been incapacitated due to physical or mental illness, the Employee shall continue to receive the full Base Salary provided for in Section 4(a)(1) hereof at the rate then in effect until the Date of Termination (as defined in Section 9(b)) pursuant to this Section 7(c). On the Date of Termination pursuant to this Section 7(c), the Company shall pay to the Employee in a lump sum an amount equal to (i) the Base Salary remaining payable to the Employee under Section 4(a)(1) for the full remaining Term, plus (ii) a pro-rated portion of the maximum Bonus available to the Employee under Section 4(a)(2) for the year in which the termination occurs. In addition, on such termination, all of the Employee’s outstanding but unvested Options and other options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all shares of the Employee’s Restricted Stock shall immediately become unrestricted and freely transferable. The term of any such options and rights shall be extended to the third anniversary of the Employee’s termination.

Termination on Disability. If during the Term the Employee should fail to perform his duties hereunder on account of physical or mental illness or other incapacity which the Board shall in good faith determine renders the Employee incapable of performing his duties hereunder, and such illness or other incapacity shall continue for a period of more than six (6) consecutive months (“"Disability”"), the Company shall have the right, on written Notice of Termination (as defined in Section 9(aSECTION 13(A)) delivered to the Employee to terminate the Employee’s 's employment under this Agreement. During the period that the Employee shall have been incapacitated due to physical or mental illnessDisability, the Employee shall continue to receive the full Base Salary provided for in Section 4(a)(1SECTION 4(A) hereof at the rate then in effect until the Date of Termination (as defined in Section 9(bSECTION 13(B)) pursuant to this Section 7(cSECTION 11(C). On the Date of Termination pursuant to this Section 7(cSECTION 10(C), the Company shall pay to the Employee in a lump sum an amount equal to (i) the Base Salary remaining payable to the Employee under Section 4(a)(1SECTION 4(A) for the full remaining Term, plus (ii) a pro-rated portion of the maximum Bonus available to the Employee under Section 4(a)(2SECTION 4(B) for the year in which the termination occurs. In addition, on such termination, all of the Employee’s outstanding but 's unvested Options and other options options, warrants and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all shares of the Employee’s Restricted Stock shall immediately become unrestricted and freely transferable. The term of any such options (including the Options), warrants and rights shall be extended to the third anniversary of the Employee’s 's termination.

Termination on Disability. If during the Term the Employee should fail to perform his duties hereunder on account of physical or mental illness or other incapacity which the Board shall in good faith determine renders the Employee incapable of performing his duties hereunder, and such illness or other incapacity shall continue for a period of more than six (6) consecutive months (“"Disability”"), the Company shall have the right, on written Notice of Termination (as defined in Section 9(a8(a)) delivered to the Employee to terminate the Employee’s 's employment under this Agreement. During the period that the Employee shall have been incapacitated due to physical or mental illness, the Employee shall continue to receive the full Base Salary provided for in Section 4(a)(1) hereof at the rate then in effect until the Date of Termination (as defined in Section 9(b8(b)) pursuant to this Section 7(c). On the Date of Termination pursuant to this Section 7(c), the Company shall pay to the Employee in a lump sum an amount equal to (i) the Base Salary remaining payable to the Employee under Section 4(a)(1) for the full remaining Term, plus (ii) a pro-rated portion of the maximum Bonus available to the Employee under Section 4(a)(2) for the year in which the termination occurs (less the aggregate of all Bonus Advances paid to the Employee in the year in which the termination occurs). In addition, on such termination, all of the Employee’s 's outstanding but unvested Options and other warrants, options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all shares of the Employee’s Restricted Stock shall immediately become unrestricted and freely transferable. The term of any such warrants, options and rights shall be extended to the third anniversary of the Employee’s 's termination.

Termination on Disability. If during the Term the Employee should fail to perform his duties hereunder on account of physical or mental illness or other incapacity which the Board shall in good faith determine renders the Employee incapable of performing his duties hereunder, and such illness or other incapacity shall continue for a period of more than six (6) consecutive months (“Disability”), the Company shall have the right, on written Notice of Termination (as defined in Section 9(a)) delivered to the Employee to terminate the Employee’s employment under this Agreement. During the period that the Employee shall have been incapacitated due to physical or mental illness, the Employee shall continue to receive the full Base Salary provided for in Section 4(a)(1) hereof at the rate then in effect until the Date of Termination (as defined in Section 9(b)) pursuant to this Section 7(c). On the Date of Termination pursuant to this Section 7(c), the Company shall pay to the Employee in a lump sum an amount equal to (i) the Base Salary remaining payable to the Employee under Section 4(a)(1) for the full remaining Term, plus (ii) a pro-rated portion of the maximum Bonus available to the Employee under Section 4(a)(2) for the year in which the termination occurs. In addition, on such su ch termination, all of the Employee’s outstanding but unvested Options and other options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all shares of the Employee’s Restricted Stock shall immediately become unrestricted and freely transferable. The term of any such options and rights shall be extended to the third anniversary of the Employee’s termination.

Termination on Disability. If during the Term the Employee should fail to perform his duties hereunder on account of physical or mental illness or other incapacity which the Board shall in good faith determine renders the Employee incapable of performing his duties hereunder, and such illness or other incapacity shall continue for a period of more than six (6) consecutive months (“"Disability”"), the Company shall have the right, on written Notice of Termination (as defined in Section 9(a)) delivered to the Employee to terminate the Employee’s 's employment under this Agreement. During the period that the Employee shall have been incapacitated due to physical or mental illness, the Employee shall continue to receive the full Base Salary provided for in Section 4(a)(1) hereof at the rate then in effect until the Date of Termination (as defined in Section 9(b)) pursuant to this Section 7(c). On the Date of Termination pursuant to this Section 7(c), the Company shall pay to the Employee in a lump sum an amount equal to (i) the Base Salary remaining payable to the Employee under Section 4(a)(1) for the full remaining Term, plus (ii) a pro-rated portion of the maximum Bonus available to the Employee under Section 4(a)(2) for the year in which the termination occurs. In addition, on such termination, all of the Employee’s 's outstanding but unvested Options, Contingent Options and other options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all shares of the Employee’s Restricted Stock shall immediately become unrestricted and freely transferable. The term of any such options and rights shall be extended to the third anniversary of the Employee’s 's termination.

Termination on Disability. If during the Term the Employee should fail to perform his duties hereunder on account of physical or mental illness or other incapacity which the Board shall in good faith determine renders the Employee incapable of performing his duties hereunder, and such illness or other incapacity shall continue for a period of more than six (6) consecutive months (“"Disability”"), the Company shall have the right, on written Notice of Termination (as defined in Section 9(a)) delivered to the Employee to terminate the Employee’s 's employment under this Agreement. During the period that the Employee shall have been incapacitated due to physical or mental illness, the Employee shall continue to receive the full Base Salary provided for in Section 4(a)(1) hereof at the rate then in effect until the Date of Termination (as defined in Section 9(b)) pursuant to this Section 7(c). On the Date of Termination pursuant to this Section 7(c), the Company shall pay to the Employee in a lump sum an amount equal to (i) the Base Salary remaining payable to the Employee under Section 4(a)(1) for the full remaining Term, plus (ii) a pro-rated portion of the maximum Bonus available to the Employee under Section 4(a)(2) for the year in which the termination occurs. In addition, on such termination, all of the Employee’s 's outstanding but unvested Options and other options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all shares of the Employee’s 's Restricted Stock shall immediately become unrestricted and freely transferable. The term of any such options and rights (together with all vested options and rights) shall be extended to the third anniversary of the Employee’s 's termination.

Termination on Disability. If If, during the Term the term of this Agreement, Employee should fail to perform his duties hereunder on account of physical or mental illness or other incapacity which the Board shall in good faith determine renders the Employee incapable of performing his duties hereunder, and such illness or other incapacity shall continue for a period of more than six (6) consecutive months (“Disability”), the Company shall have the right, on written Notice of Termination has become "disabled" (as defined below), then Company may, by action of its Board of Directors (with Employee abstaining from the vote on any such action), terminate Employee's employment with Company, upon written notice to Employee. Upon any such termination, Employee's right to any further compensation hereunder shall cease and terminate, except that Employee shall be entitled to receive, on the terms and at the times specified in Section 9(a)this Agreement: (i) delivered any salary earned through the date of termination of employment and an amount equal to Company's net profits earned through the three months immediately following the date of termination; (ii) the reimbursement of any expenses incurred by Employee prior to the Employee to terminate the Employee’s employment under this Agreement. During the period that the date of termination; and (iii) a severance package, in which Employee shall have receive an amount equal to Company's average monthly net profits for the 12 months immediately preceding the date of termination (which shall be no less than $15,000 and no more than $35,000), multiplied by the number of months remaining in the Initial Term or any Renewal Term, as applicable. For purposes of this paragraph (e), Employee shall be deemed to be "disabled" if, in the opinion of a medical doctor selected by Company's Board of Directors, he has been incapacitated unable to perform, due to physical or mental illnessdisability, substantially all of his duties of employment for a period of six months within any 12 consecutive calendar months; provided, however, that a resumption by Employee of full-time and normal duties associated with his employment for a continuous period of 30 days shall be deemed to be resumption of full-time and normal duties hereunder, and any subsequent disability shall not include a period of previous disability. In the event of a dispute as to whether or not Employee shall continue be considered to receive the full Base Salary provided for in Section 4(a)(1) hereof at the rate then in effect until the Date of Termination (as defined in Section 9(b)) pursuant to this Section 7(c). On the Date of Termination pursuant to this Section 7(c)be disabled, the Company such facts shall pay to the Employee in be determined by a lump sum an amount equal to (i) the Base Salary remaining payable to the Employee under Section 4(a)(1) for the full remaining Term, plus (ii) a pro-rated portion medical doctor selected jointly by each of the maximum Bonus available to the medical doctors engaged by Employee under Section 4(a)(2) for the year in which the termination occurs. In addition, on such termination, all and Company's Board of the Employee’s outstanding but unvested Options and other options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all shares of the Employee’s Restricted Stock shall immediately become unrestricted and freely transferable. The term of any such options and rights shall be extended to the third anniversary of the Employee’s terminationDirectors.

Termination on Disability. If during the Term the Employee should fail to perform his duties hereunder on account of physical or mental illness or other incapacity which the Board shall in good faith determine renders the Employee incapable of performing his duties hereunder, and such illness or other incapacity shall continue for a period of more than six (6) consecutive months (“"Disability”"), the Company shall have the right, on written Notice of Termination (as defined in Section 9(a)) delivered to the Employee to terminate the Employee’s 's employment under this Agreement. During the period that the Employee shall have been incapacitated due to physical or mental illness, the Employee shall continue to receive the full Base Salary provided for in Section 4(a)(1) hereof at the rate then in effect until the Date of Termination (as defined in Section 9(b)) pursuant to this Section 7(c). On the Date of Termination pursuant to this Section 7(c), the Company shall pay to the Employee in a lump sum an amount equal to (i) the Base Salary remaining payable to the Employee under Section 4(a)(1) for the full remaining Term, plus (ii) a pro-rated portion of the maximum Bonus available to the Employee under Section 4(a)(2) for the year in which the termination occurs. In addition, on such termination, all of the Employee’s outstanding but unvested Options and other options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all shares of the Employee’s Restricted Stock shall immediately become unrestricted and freely transferable. The term of any such options and rights shall be extended to the third anniversary of the Employee’s termination.on

Termination on Disability. If during the Term the Employee should fail to perform his duties hereunder on account of physical or mental illness or other incapacity which the Board shall in good faith determine renders the Employee incapable of performing his duties hereunder, and such illness or other incapacity shall continue for a period of more than six (6) consecutive months (“"Disability”"), the Company shall have the right, on written Notice of Termination (as defined in Section 9(a)) delivered to the Employee to terminate the Employee’s 's employment under this Agreement. During the period that the Employee shall have been incapacitated due to physical or mental illness, the Employee shall continue to receive the full Base Salary provided for in Section 4(a)(1) hereof at the rate then in effect until the Date of Termination (as defined in Section 9(b)) pursuant to this Section 7(c). On the Date of Termination pursuant to this Section 7(c), the Company shall pay to the Employee in a lump sum an amount equal to (i) the Base Salary remaining payable to the Employee under Section 4(a)(1) for the full remaining Term, plus (ii) a pro-rated portion of the maximum Bonus available to the Employee under Section 4(a)(2) for the year in which the termination occurs. In addition, on such termination, if not previously paid, the contract signing bonus payable pursuant to Section 4(a) (3) shall become immediately due and payable and all of the Employee’s 's outstanding but unvested Options and other options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all shares of the Employee’s Restricted Stock shall immediately become unrestricted and freely transferable. The term of any such Options and other options and rights shall be extended to the third anniversary of the Employee’s 's termination.

Termination on Disability. If Subject to Applicable Employment Standards Legislation, if during the Term Employee becomes Disabled, the Board shall have the right, on written Notice of Termination delivered to Employee, to terminate Employee’s employment under this Agreement. During the period that Employee should fail shall have been incapacitated due to Disability, Employee shall continue to receive the full Base Salary at the rate then in effect until the Date of Termination pursuant to this Section 7.4. On a termination of Employee’s employment due to Disability, in lieu of any payments under Section 4 for the remainder of the Term, the Company shall make each of the payments to Employee as would be made if Employee’s employment had been terminated by the Company without Cause under Section 7.3; provided, however, that (i) Employee shall not receive the Outplacement Benefit, and (ii) if, following the Date of Termination pursuant to this Section 7.4, Employee dies, any unpaid portion of the Severance Amount shall be paid to Employee’s heirs, executors, administrators, legatees, beneficiaries or assigns, in a single lump sum payment as soon as administratively practicable after the date on which such death occurs. For purposes of this Section 7.4, “Disabled” or “Disability” means Employee is unable to perform his duties hereunder to the Company on account of physical or mental illness or other incapacity which the Board shall in good faith determine renders the Employee incapable incapa ble of performing his or her duties hereunderto the Company, and such illness or other incapacity shall continue for a period of more than six (6) consecutive months (“Disability”), the Company shall have the right, on written Notice of Termination (as defined in Section 9(a)) delivered to the Employee to terminate the Employee’s employment under this Agreement. During the period that the Employee shall have been incapacitated due to physical or mental illness, the Employee shall continue to receive the full Base Salary provided for in Section 4(a)(1) hereof at the rate then in effect until the Date of Termination (as defined in Section 9(b)) pursuant to this Section 7(c). On the Date of Termination pursuant to this Section 7(c), the Company shall pay to the Employee in a lump sum an amount equal to (i) the Base Salary remaining payable to the Employee under Section 4(a)(1) for the full remaining Term, plus (ii) a pro-rated portion of the maximum Bonus available to the Employee under Section 4(a)(2) for the year in which the termination occurs. In addition, on such termination, all of the Employee’s outstanding but unvested Options and other options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all shares of the Employee’s Restricted Stock shall immediately become unrestricted and freely transferable. The term of any such options and rights shall be extended to the third anniversary of the Employee’s terminationmonths.

Termination on Disability. If during the Term the Employee should fail to perform his duties hereunder on account of physical or mental illness or other incapacity which the Board shall in good faith determine renders the Employee incapable of performing his duties hereunder, and such illness or other incapacity shall continue for a period of more than six (6) consecutive months (“"Disability”"), the Company shall have the right, on written Notice of Termination (as defined in Section 9(a)) delivered to the Employee to terminate the Employee’s 's employment under this Agreement. During the period that the Employee shall have been incapacitated due to physical or mental illness, the Employee shall continue to receive the full Base Salary provided for in Section 4(a)(1) hereof at the rate then in effect until the Date of Termination (as defined in Section 9(b)) pursuant to this Section 7(c). On the Date of Termination pursuant to this Section 7(c), the Company shall pay to the Employee in a lump sum an amount equal to (i) the Base Salary remaining payable to the Employee under Section 4(a)(1) for the full remaining Term, plus (ii) a pro-rated portion of the maximum Bonus available to the Employee under Section 4(a)(2) for the year in which the termination occurs. In addition, on such termination, if not previously paid, the contract signing bonus payable pursuant to Section 4(c) shall become immediately due and payable, the principal and all accrued but unpaid interest on the Loan Facility shall be immediately forgiven, the Company shall pay a lump sum payment to the Employee in the amount of Four Hundred Thousand Dollars ($400,000) minus the sum of the principal amount of the Loan Facility that is forgiven. All of the Employee’s 's outstanding but unvested Options and other options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and all shares the restrictions on resale of the Employee’s Restricted Common Stock received or exercise of the Options described in Section 4(a)(6) shall immediately become unrestricted and freely transferableterminate. The term of any such Options and other options and rights shall be extended to the third anniversary of the Employee’s 's termination.