Common use of Upon Death or Disability Clause in Contracts

Upon Death or Disability. If during the Term, the Executive shall become physically or mentally disabled, whether totally or partially, either permanently or so that the Executive, in the good faith judgment of the Company, is unable substantially and competently to perform his duties hereunder despite good faith efforts to accommodate the disability for a period of ninety (90) consecutive days or for ninety (90) non-consecutive days during any six (6) month period during the Term (a “Disability”), the Company may terminate the Executive’s employment hereunder. In order to assist the Company in making that determination, the Executive shall, as reasonably requested by the Company, (a) make himself available for medical examinations by one or more physicians chosen by the Company and (b) grant to the Company and any such physicians access to all relevant medical information concerning his, arrange to furnish copies of his medical records to the Company and use his best efforts to cause his own physicians to be available to discuss his health with the Company. If the Executive dies during the Term, the Executive’s employment hereunder shall automatically terminate as of the close of business on the date of his death. Upon termination for Disability or death, the Company shall not be obligated to make any salary, bonus or other payments or provide any benefits under this Agreement (other than payments for services rendered or expenses incurred through the date of such termination), provided, however, the Company shall pay to the Executive, or the Executive’s legal representative, (i) the Base Salary (less any amounts that the Executive may receive pursuant to any Company-sponsored long-term disability insurance policy for senior executives as and if in effect at the date of termination) in accordance with the Payroll Policies for a period of three (3) months following the date of such termination; (ii) a pro rata annual bonus based on the amount that would have been otherwise payable under Section 5.3 above and the number of days the Executive was employed during the applicable year, and paid at the time specified in, Section 5.3 above; and (iii) in the case of termination for Disability, to the maximum extent permissible under such plans, all employee benefits specified in Section 5.7 that the Executive was receiving at the date of termination for a period of six (6) months after the date of such termination, provided further, however, the Company shall be entitled to amend or terminate any employee benefit plans which are applicable generally to the Company’s senior executives, officers or other employees.

Upon Death or Disability. If during the Term, the Executive shall become physically or mentally disabled, whether totally or partially, either permanently or so that the Executive, in the good faith judgment of the CompanyBoard, is unable as a result of such disability to substantially and competently to perform his duties hereunder despite good faith efforts to accommodate the disability for a period of ninety (90) 90 consecutive days or for ninety (90) non-consecutive 90 days during any six (6) month period during the Term (a “Disability”), the Company may terminate the Executive’s employment hereunder. In order to assist the Company Board in making that determination, the Executive shall, as reasonably requested by the CompanyBoard, (a) make himself available for medical examinations by one or more physicians chosen by the Company Board and (b) grant to the Company Board and any such physicians access to all relevant medical information concerning hishim, arrange to furnish copies of his medical records to the Company Board and use his best efforts to cause his own physicians to be available to discuss his health with the CompanyBoard. If the Executive dies during the Term, the Executive’s employment hereunder shall automatically terminate as of the close of business on the date of his death. Upon termination for Disability or death, the Company shall not be obligated to make any salary, bonus or other payments or provide any benefits under this Agreement (other than payments for services rendered or expenses incurred through the date of such termination), provided, however, the Company shall pay to the Executive, or the Executive’s legal representative, (i) the Base Salary (less any amounts that the Executive may receive pursuant to any Company-sponsored long-term disability insurance policy for senior executives as and if in effect at the date of termination) in accordance with the Payroll Policies for a period of three (3) 18 months following the date of such termination; , and (ii) a pro rata annual bonus based on the amount that would have been otherwise payable under Section 5.3 above and the number of days the Executive was employed during the applicable year, and paid at the time specified in, Section 5.3 above; and (iii) in the case of termination for Disability, to the maximum extent permissible under such plans, all employee benefits specified in Section 5.7 5.4 that the Executive was receiving at the date of termination for a period of six (6) 18 months after following the date of such termination, provided further, however, the Company shall be entitled to amend or terminate any employee benefit plans which are applicable generally to the Company’s senior executives, officers or other employees.

Upon Death or Disability. If during the Term, the Executive shall become physically or mentally disabled, whether totally or partially, either permanently or so that the Executive, in the good faith judgment of the CompanyBoard, is unable substantially and competently to perform his duties hereunder despite good faith efforts to accommodate the disability for a period of ninety (90) consecutive days or for ninety (90) non-consecutive days during any six (6) month period during the Term (a “Disability”), the Company may terminate the Executive’s employment hereunder. In order to assist the Company Board in making that determination, the Executive shall, as reasonably requested by the CompanyBoard, (a) make himself available for medical examinations by one or more physicians chosen by the Company Board and (b) grant to the Company Board and any such physicians access to all relevant medical information concerning his, arrange to furnish copies of his medical records to the Company Board and use his best efforts to cause his own physicians to be available to discuss his health with the CompanyBoard. If the Executive dies during the Term, the Executive’s employment hereunder shall automatically terminate as of the close of business on the date of his death. Upon termination for Disability or death, the Company shall not be obligated to make any salary, bonus or other payments or provide any benefits under this Agreement (other than payments for services rendered or expenses incurred through the date of such termination), provided, however, the Company shall pay to the Executive, or the Executive’s legal representative, (i) the Base Salary (less any amounts that the Executive may receive pursuant to any Company-sponsored long-term disability insurance policy for senior executives as and if in effect at the date of termination) in accordance with the Payroll Policies for a period of three (3) months following the date of such termination; (ii) a pro rata annual bonus based on the amount that would have been otherwise payable under Section 5.3 above and the number of days the Executive was employed during the applicable year, and paid at the time specified in, Section 5.3 above; and (iii) in the case of termination for Disability, to the maximum extent permissible under such plans, all employee benefits specified in Section 5.7 that the Executive was receiving at the date of termination for a period of six (6) months after the date of such termination, provided further, however, the Company shall be entitled to amend or terminate any employee benefit plans which are applicable generally to the Company’s senior executives, officers or other employees.

Upon Death or Disability. If during the Term, the Executive shall become physically or mentally disabled, whether totally or partially, either permanently or so that the Executive, in the good faith judgment of the Company, is unable substantially and competently to perform his duties hereunder despite good faith efforts to accommodate the disability for a period of ninety (90) consecutive days or for ninety (90) non-consecutive days during any six (6) month period during the Term (a “Disability”), the Company may terminate the Executive’s employment hereunder. In order to assist the Company in making that determination, the Executive shall, as reasonably requested by the Company, (a) make himself available for medical examinations by one or more physicians chosen by the Company and (b) grant to the Company and any such physicians access to all relevant medical information concerning his, arrange to furnish copies of his medical records to the Company and use his best efforts to cause his own physicians to be available to discuss his health with the Company. If the Executive dies during the Term, the Executive’s employment hereunder shall automatically terminate as of the close of business on the date of his death. Upon termination for Disability or death, the Company shall not be obligated to make any salary, bonus or other payments or provide any benefits under this Agreement (other than payments for services rendered or expenses incurred through the date of such termination), provided, however, the Company shall pay to the Executive, or the Executive’s legal representative, (i) the Base Salary (less any amounts that the Executive may receive pursuant to any Company-sponsored long-term disability insurance policy for senior executives as and if in effect at the date of termination) in accordance with the Payroll Policies for a period of three (3) months following the date of such termination; (ii) a pro rata annual bonus based on the amount that would have been otherwise payable under Section 5.3 5.2 above and the number of days the Executive was employed during the applicable year, and paid at the time specified in, Section 5.3 5.2 above; and (iii) in the case of termination for Disability, to the maximum extent permissible under such plans, all employee benefits specified in Section 5.7 5.6 that the Executive was receiving at the date of termination for a period of six (6) months after the date of such termination, provided further, however, the Company shall be entitled to amend or terminate any employee benefit plans which are applicable generally to the Company’s senior executives, officers or other employees.

Upon Death or Disability. If during the Term, the Executive shall become physically or mentally disabled, whether totally or partially, either permanently or so that the Executive, in the good faith judgment of the CompanyBoard, is unable substantially materially and competently to perform his duties hereunder despite good faith efforts to accommodate the disability for a period of ninety (90) 150 consecutive days or for ninety (90) non-consecutive 180 days during any six (6) twelve month period during the Term (a “Disability”), the Company may terminate the Executive’s employment hereunderwith the Company shall automatically be terminated. In order to assist the Company Board in making that determination, the Executive shall, as reasonably requested by the CompanyBoard, (a) make himself available for medical examinations by one or more physicians chosen by the Company Board and (b) grant to the Company Board and any such physicians access to all relevant medical information concerning hishim, arrange to furnish copies of his medical records to the Company Board and use his best efforts to cause his own physicians to be available to discuss his health with the CompanyBoard. If the Executive dies during the Term, the Executive’s employment hereunder shall automatically terminate as of the close of business on the date of his death. Upon termination for Disability or death, the Company shall not be obligated to make any salary, bonus or any other payments payments, or provide any benefits under this Agreement (other than payments for services rendered or expenses incurred through the date of such termination), ) or otherwise; provided, however, the Company shall (a) pay to the Executive, or the Executive’s legal representative, pursuant to its Payroll Policies (i) the Base Salary (less any amounts that the Executive may receive pursuant to any Company-sponsored long-term or statutory disability insurance policy for senior executives as and if in effect at the date of termination) through the date of termination, (ii) any Cash Bonus that had been earned in accordance with the Payroll Policies preceding fiscal year but has not been paid as of the date of the Executive’s termination due to Disability or death, and (iii) an amount equal to the product of the amount of the Cash Bonus to which the Executive would have received under Section 5.2 in respect of the fiscal year during which his employment terminated had he remained employed for the entire fiscal year and a fraction, the numerator of which equals of the number of days elapsed during such fiscal year through the date of termination and the denominator of which equals 365, which amount shall be paid as provided in Section 5.2 and (b) in the case of termination of employment for Disability, continue to provide to the Executive for a period of three two (32) months years following the date of such termination; (ii) a pro rata annual bonus based on the amount that would have been otherwise payable under Section 5.3 above and the number of days the Executive was employed during the applicable year, and paid at the time specified in, Section 5.3 above; and (iii) in the case of termination for Disability, to the maximum extent permissible under such plans, all employee group health benefits specified in Section 5.7 that the Executive was receiving at the date of termination for a under Section 5.4, to the maximum extent permissible under such plans or applicable law, and, to the extent permitted by applicable law, any period of six (6) months after extended health coverage provided hereunder to the date of such termination, provided further, however, the Company Executive shall be entitled to amend or terminate any employee benefit plans which are applicable generally to credited against (and shall not extend) the Company’s senior executives, officers or other employeesmaximum COBRA coverage period.

Upon Death or Disability. If during the Term, the Executive shall become physically or mentally disabled, whether totally or partially, either permanently or so that the Executive, in the good faith judgment of the Company, is unable substantially and competently to perform his or her duties hereunder despite good faith efforts to accommodate the disability for a period of ninety (90) consecutive days or for ninety (90) non-consecutive days during any six (6) month period during the Term (a “Disability”), the Company may terminate the Executive’s employment hereunder. In order to assist the Company in making that determination, the Executive shall, as reasonably requested by the Company, (a) make himself available for medical examinations by one or more physicians chosen by the Company and (b) grant to the Company and any such physicians access to all relevant medical information concerning hishis or her, arrange to furnish copies of his or her medical records to the Company and use his or her best efforts to cause his or her own physicians to be available to discuss his or her health with the Company. If the Executive dies during the Term, the Executive’s employment hereunder shall automatically terminate as of the close of business on the date of his or her death. Upon termination for Disability or death, the Company shall not be obligated to make any salary, bonus or other payments or provide any benefits under this Agreement (other than payments for services rendered or expenses incurred through the date of such termination), provided, however, the Company shall pay to the Executive, or the Executive’s legal representative, (i) the Base Salary (less any amounts that the Executive may receive pursuant to any Company-sponsored long-term disability insurance policy for senior executives as and if in effect at the date of termination) in accordance with the Payroll Policies for a period of three (3) months following the date of such termination; (ii) a pro rata annual bonus based on the amount that would have been otherwise payable under Section 5.3 5.2 above and the number of days the Executive was employed during the applicable year, and paid at the time specified in, Section 5.3 5.2 above; and (iii) in the case of termination for Disability, to the maximum extent permissible under such plans, all employee benefits specified in Section 5.7 that the Executive was receiving at the date of termination for a period of six (6) months after the date of such termination, provided further, however, the Company shall be entitled to amend or terminate any employee benefit plans which are applicable generally to the Company’s senior executives, officers or other employees.

Upon Death or Disability. If during the Term, the Executive shall become physically or mentally disabled, whether totally or partially, either permanently or so that the Executive, in the good faith judgment of the Company, is unable substantially and competently to perform his duties hereunder despite good faith efforts to accommodate the disability for a period of ninety (90) consecutive days or for ninety (90) non-consecutive days during any six (6) month period during the Term (a “Disability”), the Company may terminate the Executive’s employment hereunder. In order to assist the Company in making that determination, the Executive shall, as reasonably requested by the Company, (a) make himself available for medical examinations by one or more physicians chosen by the Company and (b) grant to the Company and any such physicians access to all relevant medical information concerning his, arrange to furnish copies of his medical records to the Company and use his best efforts to cause his own physicians to be available to discuss his health with the Company. If the Executive dies during the Term, the Executive’s employment hereunder shall automatically terminate as of the close of business on the date of his death. Upon termination for Disability or death, the Company shall not be obligated to make any salary, bonus or other payments or provide any benefits under this Agreement (other than payments for services rendered or expenses incurred through the date of such termination), provided, however, the Company shall pay to the Executive, or the Executive’s legal representative, (i) the Base Salary (less any amounts that the Executive may receive pursuant to any Company-sponsored long-term disability insurance policy for senior executives as and if in effect at the date of termination) in accordance with the Payroll Policies for a period of three (3) months following the date of such termination; (ii) a pro rata annual bonus based on the amount that would have been otherwise payable under Section 5.3 above and the number of days the Executive was employed during the applicable year, and paid at the time specified in, Section 5.3 above; and (iii) in the case of termination for Disability, to the maximum extent permissible under such plans, all employee benefits specified in Section 5.7 that the Executive was receiving at the date of termination for a period of six (6) months after the date of such termination, provided further, however, the Company shall be entitled to amend or terminate any employee benefit plans which are applicable generally to the Company’s senior executives, officers or other employees.

Upon Death or Disability. If during the Term, the Executive shall become physically or mentally disabled, whether totally or partially, either permanently or so that the Executive, in the good faith judgment of the Company, is unable substantially and competently to perform his or her duties hereunder despite good faith efforts to accommodate the disability for a period of ninety (90) consecutive days or for ninety (90) non-consecutive days during any six (6) month period during the Term (a “Disability”), the Company may terminate the Executive’s employment hereunder. In order to assist the Company in making that determination, the Executive shall, as reasonably requested by the Company, (a) make himself available for medical examinations by one or more physicians chosen by the Company and (b) grant to the Company and any such physicians access to all relevant medical information concerning hishis or her, arrange to furnish copies of his or her medical records to the Company and use his or her best efforts to cause his or her own physicians to be available to discuss his or her health with the Company. If the Executive dies during the Term, the Executive’s employment hereunder shall automatically terminate as of the close of business on the date of his or her death. Upon termination for Disability or death, the Company shall not be obligated to make any salary, bonus or other payments or provide any benefits under this Agreement (other than payments for services rendered or expenses incurred through the date of such termination), provided, however, the Company shall pay to the Executive, or the Executive’s legal representative, (i) the Base Salary (less any amounts that the Executive may receive pursuant to any Company-sponsored long-term disability insurance policy for senior executives as and if in effect at the date of termination) in accordance with the Payroll Policies for a period of three (3) months following the date of such termination; (ii) a pro rata annual bonus based on the amount that would have been otherwise payable under Section 5.3 5.2 above and the number of days the Executive was employed during the applicable year, and paid at the time specified in, Section 5.3 5.2 above; and (iii) in the case of termination for Disability, to the maximum extent permissible under such plans, all employee benefits specified in Section 5.7 5.6 that the Executive was receiving at the date of termination for a period of six (6) months after the date of such termination, provided further, however, the Company shall be entitled to amend or terminate any employee benefit plans which are applicable generally to the Company’s senior executives, officers or other employees.

Upon Death or Disability. If during the Term, the Executive shall become physically or mentally disabled, whether totally or partially, either permanently or so that the Executive, in the good faith judgment of the Company, is unable substantially and competently to perform his duties hereunder despite good faith efforts to accommodate the disability for a period of ninety (90) consecutive days or for ninety (90) non-consecutive days during any six (6) month period during the Term (a “Disability”), the Company may terminate the Executive’s employment hereunder. In order to assist the Company in making that determination, the Executive shall, as reasonably requested by the Company, (a) make himself available for medical examinations by one or more physicians chosen by the Company and (b) grant to the Company and any such physicians access to all relevant medical information concerning his, arrange to furnish copies of his medical records to the Company and use his best reasonable efforts to cause his own physicians to be available to discuss his health with the Company. If the Executive dies during the Term, the Executive’s employment hereunder shall automatically terminate as of the close of business on the date of his death. Upon termination for Disability or death, the Company shall not be obligated to make any salary, bonus or other payments or provide any benefits under this Agreement (other than payments for services rendered or expenses incurred through the date of such termination), provided, however, the Company shall pay to the Executive, or the Executive’s legal representative, (i) the Base Salary (less any amounts that the Executive may receive pursuant to any Company-sponsored long-term disability insurance policy for senior executives as and if in effect at the date of termination) in accordance with the Payroll Policies for a period of three six (36) months following the date of such termination; (ii) a pro rata annual bonus based on the amount that would have been otherwise payable under Section 5.3 5.2 above and the number of days the Executive was employed during the applicable year, and paid at the time specified in, Section 5.3 5.2 above; and (iii) in the case of termination for Disability, to the maximum extent permissible under such plans, all employee benefits specified in Section 5.7 5.6 that the Executive was receiving at the date of termination for a period of six (6) months after the date of such termination, provided further, however, the Company shall be entitled to amend or terminate any employee benefit plans which are applicable generally to the Company’s senior executives, officers or other employees.