Common use of Termination Upon Permanent Disability Clause in Contracts

Termination Upon Permanent Disability. Employee’s employment under this Agreement may be terminated by the Company, subject to the terms set forth in Section 2.12, upon written notice of a termination for the Permanent Disability of Employee. Upon termination pursuant to this Section 4.6, the Company shall continue to pay to Employee an amount equal to Employee’s base salary, as provided in Section 5.1, at the annual rate in effect at the time of termination, for a period equal to twelve (12) months from the date of such termination (“Permanent Disability Severance Pay”). In addition to the foregoing, the Company shall pay to Employee within thirty (30) days of termination of employment all amounts of base salary compensation and expense reimbursements accrued but unpaid through the effective date of termination. Permanent Disability Severance Pay shall be reduced by the amount of any disability benefits paid during and for the same period to Employee under any disability insurance policy provided by the Company as a benefit to Employee. Permanent Disability Severance Pay shall be payable over the twelve (12) month period following termination of employment under this Section 4.6 in accordance with the Company’s general payroll practices as the same may exist from time to time. As a condition to receiving Permanent Disability Severance Pay, Employee shall execute a release of claims in the form attached hereto as Exhibit A. Notwithstanding anything in this Agreement to the contrary, receipt of the Permanent Disability Severance Pay, shall be subject to the execution (and expiration of any applicable revocation period) of the release within the Release Period and the first severance payment shall be made, inclusive of any amounts that would otherwise have been paid prior to such date, on the first payroll date following the date the release becomes effective and irrevocable; provided, that if the Release Period spans two tax years, the first severance payment shall be made in the second tax year.

Termination Upon Permanent Disability. EmployeeExecutive’s employment under this Agreement may be immediately terminated by the Company, subject to the terms set forth in Section 2.12, Company upon written notice to Executive of a termination for the Permanent Disability of EmployeeExecutive. Upon termination pursuant to this Section 4.6, and in return for the Company non-competition and non-solicitation agreement described below, Executive shall continue be entitled to pay to Employee an amount the following (“Permanent Disability Severance Package”): (i) monthly payments of $35,833.33 or such sum equal to EmployeeExecutive’s monthly base salary, as provided in Section 5.1, at the annual rate in effect compensation at the time of terminationthe termination for disability, whichever is higher, for a period equal to twelve thirty-six (1236) months from the date of such termination or to the end of the Term of this Agreement, whichever is longer and (ii) reimbursement for COBRA health insurance costs for eighteen (18) months from the date of such termination, and thereafter reimbursement for family health insurance costs for an additional 18 months. Notwithstanding the foregoing, if the Company’s making payments under the preceding sentence would violate the nondiscrimination rules applicable to non-grandfathered plans under the ACA, or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 4.6in a manner as is necessary to comply with the ACA, while still preserving the consideration to Executive(i.e., in respect thereof, the reference to “reimbursement for family COBRA health insurance costs shall be deleted and the monthly payments of $35,833.33 shall be increased by an equivalent, corresponding amount). The Permanent Disability Severance Pay”). In addition to Package will be paid from the foregoingproceeds of or by a Company-funded disability insurance policy, and if such policy is not available or does not provide complete payment, then the Company shall pay to Employee within thirty (30) days of termination of employment all amounts of base salary compensation and expense reimbursements accrued but unpaid through the effective date of terminationsuch uncovered amounts. The Permanent Disability Severance Pay Package shall also provide that any and all of Executive’s unvested equity shall immediately vest, without restriction, with full registration rights; and any as yet unearned and unpaid bonus compensation, expense re-imbursement, and all accrued vacation, personal, and sick days, etc. shall be reduced by the amount of any disability benefits deemed earned, vested, and paid during and for the same period to Employee under any disability insurance policy provided by the Company as a benefit to Employeeimmediately. The Permanent Disability Severance Pay Package shall be payable over the twelve (12) month period following termination of employment under this Section 4.6 to Executive in accordance with the Company’s general payroll practices as the same may exist from time to timetime following a termination of Executive pursuant to this Section 4.6. The indemnification provisions set forth in Section 3.4 herein shall continue to apply during the term of the Permanent Disability Severance Package. As a condition to receiving the Permanent Disability Severance PayPackage, Employee Executive shall execute (i) a release of claims (other than a release of Executive’s claims for amounts required to be paid pursuant to this Section 4.6) in the form attached hereto as Exhibit A. Notwithstanding anything in this Agreement to C and (ii) a non-competition and non-solicitation agreement having a term that is the contrary, receipt same as the term of the Permanent Disability Severance Pay, shall be Package; and with terms and subject to the execution (and expiration conditions substantially similar to those contained in Section 4.8 of any applicable revocation period) of the release within the Release Period and the first severance payment shall be made, inclusive of any amounts that would otherwise have been paid prior to such date, on the first payroll date following the date the release becomes effective and irrevocable; provided, that if the Release Period spans two tax years, the first severance payment shall be made in the second tax yearthis Agreement.

Termination Upon Permanent Disability. EmployeeExecutive’s employment under this Agreement may be immediately terminated by the Company, subject to the terms set forth in Section 2.12, Company upon written notice to Executive of a termination for the Permanent Disability of EmployeeExecutive. Upon termination pursuant to this Section 4.6, and in return for the Company non-competition agreement described below, the Executive shall continue be entitled to pay to Employee an amount equal to Employee’s receive (i) continued monthly base salary, as provided in Section 5.1, salary payments (at the annual rate in effect at the time of termination, his termination for Permanent Disability) for a period equal to of twelve (12) months from the date of such termination and (ii) reimbursement for COBRA health insurance costs for twelve (12) months or, if shorter, until Executive becomes covered by the group health plan of another employer (“Permanent Disability Severance PayPackage”). In The Permanent Disability Severance Package shall also include, in addition to the foregoing, the Company shall pay to Employee within thirty (30) days of termination of employment all amounts of base salary compensation and expense reimbursements reimbursement accrued but and unpaid through to the effective date of termination. Payments made pursuant to the Permanent Disability Severance Pay Package shall be reduced by the amount of any disability benefits paid during and for the same period to Employee Executive under any disability insurance policy provided by the Company as a benefit to EmployeeExecutive. The Permanent Disability Severance Pay Package shall be payable over the twelve (12) month period following termination of employment under this Section 4.6 to Executive in accordance with the Company’s general payroll practices as the same may exist from time to timetime following a termination of Executive pursuant to this Section 4.6. As a condition to receiving Permanent Disability Severance Pay, Employee shall execute a release of claims in the form attached hereto as Exhibit A. Notwithstanding anything in this Agreement to the contrary, receipt of the Permanent Disability Severance PayPackage, Executive shall be execute (i) the Release and (ii) a non-competition and non-solicitation agreement having a term of at least eighteen (18) months and with terms and subject to the execution (and expiration conditions substantially similar to those contained in Section 4.8 of any applicable revocation period) of the release within the Release Period and the first severance payment shall be made, inclusive of any amounts that would otherwise have been paid prior to such date, on the first payroll date following the date the release becomes effective and irrevocable; provided, that if the Release Period spans two tax years, the first severance payment shall be made in the second tax yearthis Agreement.