Common use of Termination upon Disability or Death Clause in Contracts

Termination upon Disability or Death. (a) “Disability” or “Disabled” shall be construed to comply with Code Section 409A and shall be deemed to have occurred if: (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, the Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Employer; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. The Executive shall be entitled to receive benefits under any short or long-term disability plan maintained by the Employer. To extent that such benefits are less than the Executive’s Base Salary, the Employer shall pay the Executive an amount equal to the difference between such disability plan benefits and the amount of the Executive’s Base Salary for the longer of (i) the remaining term of this Agreement, or (ii) one year following the termination of his employment due to Disability. Accordingly, any payments required hereunder shall commence within thirty (30) days from the Date of Termination. (b) In the event of the Executive’s death during the term of the Agreement, his estate shall be paid the Executive’s Base Salary as defined in Paragraph 3(a) at the rate in effect at the time the Executive’s death in accordance with its regular payroll practice for a period of one (1) year from the date of the Executive’s death, and the Employer will continue to provide nontaxable medical and dental benefits previously provided for the Executive’s eligible dependents for three (3) years after the Executive’s death. Notwithstanding anything herein contained to the contrary, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive’s eligible dependents is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Employer to penalties, then the Employer shall pay the Executive’s surviving spouse or surviving eligible dependents a cash lump sum payment reasonably estimated to be equal to the value of such non-taxable medical and dental benefits, with such payment to be made by lump sum within thirty (30) business days of the Executive’s death, or if later, the date on which the Employer determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons.

Termination upon Disability or Death. (a) “Disability” or “Disabled” shall be construed to comply with Code Section 409A and shall be deemed to have occurred if: (i) the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, the Executive is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Employer; or (iii) the Executive is determined to be totally disabled by the Social Security Administration. The Executive shall be entitled to receive benefits under any short or long-term disability plan maintained by the Employer. To extent that such benefits are less than the Executive’s Base Salary, the Employer shall pay the Executive an amount equal to the difference between such disability plan benefits and the amount of the Executive’s Base Salary for the longer of (i) the remaining term of this Agreement, Agreement or (ii) one year following the termination of his employment due to Disabilitytwelve months. Accordingly, any payments required hereunder shall commence within thirty (30) days from the Date of TerminationTermination due to Disability. (b) In the event of the Executive’s death during the term of the Agreement, his estate shall be paid the Executive’s Base Salary as defined in Paragraph 3(a) at the rate in effect at the time of the Executive’s death in accordance with its regular payroll practice for a period the remaining number of one (1) year from the date months of the Executive’s deathbase compensation due in accordance with this agreement, and the Employer will continue to provide nontaxable non-taxable medical and dental benefits previously provided for the Executive’s eligible dependents for three (3) years the remaining number of months of this agreement after the Executive’s death. Notwithstanding anything herein contained to the contrary, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive’s eligible dependents is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Employer to penalties, then the Employer shall pay the Executive’s surviving spouse or surviving eligible dependents a cash lump sum payment reasonably estimated to be equal to the value of such non-taxable medical and dental benefits, with such payment to be made by lump sum within thirty (30) business days of the Executive’s death, or if later, the date on which the Employer determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons.

Termination upon Disability or Death. (a) “Disability” In the event that the JB becomes physically or “Disabled” shall be construed to comply with Code Section 409A and shall be deemed to have occurred if: (i) Executive mentally disabled such that she is unable to engage in any substantial gainful activity by reason perform substantially 80% of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than 12 months; (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than 12 months, the Executive is receiving income replacement benefits her Services hereunder for a period of not less than three months under an accident and health plan covering employees 180 consecutive days in any 12 month period (the "Disability Period") (certified to by a mutually acceptable medical doctor), then the Company may at any time after the last day of the EmployerDisability Period, by notice to JB, terminate the consulting arrangement hereunder; PROVIDED, HOWEVER that the Company may not terminate such arrangement as aforesaid, unless at the time the Company delivers the notice of termination JB continues to have a physical or mental disability that may be expected to prevent JB for any period of time thereafter from performing any of her duties hereunder (iii) the Executive is as determined to be totally disabled by the Social Security Administrationsuch mutually acceptable medical doctor). The Executive failure of JB to perform any of her duties hereunder as a result of any illness or any physical or mental disability shall not be entitled to receive benefits under any short or long-term disability plan maintained considered a breach of this Agreement by JB (but the Employer. To extent that such benefits are less than Company may terminate the Executive’s Base Salary, the Employer shall pay the Executive an amount equal consulting arrangement hereunder to the difference between such disability plan benefits and extent provided in the amount of the Executive’s Base Salary for the longer of (i) the remaining term of this Agreement, or (ii) one year following the termination of his employment due to Disabilitypreceding sentence). Accordingly, any payments required The consulting arrangement hereunder shall commence within thirty (30) days from automatically terminate upon the Date death of TerminationJB. (b) In If the event consulting arrangement hereunder terminates pursuant to Section 3.3(a) hereof due to the Disability of JB: (i) the Company shall continue to be obligated to pay to JB (or her estate or legal representative) on each Payment Date the payments provided for in Section 2.1 hereof as if the consulting arrangement hereunder had not been terminated; PROVIDED, HOWEVER, that if JB dies prior to the final Payment Date, then thereafter the amount that the Company shall be required to pay on each Payment Date after her death shall be reduced to 50% of the Executive’s death during payments provided for in Section 2.1 hereof as if the term consulting arrangement hereunder had not been terminated; and (ii) until the second anniversary of the Agreement, his estate date hereof the Company shall be paid the Executive’s Base Salary as defined in Paragraph 3(a) at the rate in effect at the time the Executive’s death in accordance with its regular payroll practice for a period of one (1) year from the date of the Executive’s death, and the Employer will continue to provide nontaxable medical and dental to JB the benefits previously provided for in Section 2.1 (e) hereof. (c) If the Executive’s eligible dependents for three (3consulting arrangement hereunder terminates pursuant to Section 3.3(a) years after the Executive’s death. Notwithstanding anything herein contained hereof due to the contrarydeath of JB, if applicable law the Company shall continue to be obligated to pay to JB (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive’s eligible dependents is not permitted under the terms or her estate or legal representative) on each Payment Date 50% of the applicable health plans, or if providing such benefits would subject the Employer to penalties, then the Employer shall pay the Executive’s surviving spouse or surviving eligible dependents a cash lump sum payment reasonably estimated to be equal to the value of such non-taxable medical and dental benefits, with such payment to be made by lump sum within thirty (30) business days of the Executive’s death, or if later, the date on which the Employer determines that such insurance coverage (or the remainder of such insurance coverage) cannot be payments provided for in Section 2.1 hereof as if the foregoing reasonsconsulting arrangement hereunder had not been terminated.