Common use of Termination by the Company for Disability Clause in Contracts

Termination by the Company for Disability. If the Executive's employment is terminated during the Term by the Company by reason of the Executive's Disability, in addition to the Accrued Amounts and any payments to be made to the Executive under the Company's disability plan(s) as a result of such Disability, the Company shall pay to the Executive such supplemental amounts (the "Supplemental Disability Payments") as shall be necessary to result in the payment of aggregate amounts to the Executive as a result of his Disability that shall be equal to the Executive's Base Salary as in effect immediately before such Disability; provided, that, at the Company's option, the Company may purchase insurance to cover its obligations under this Section 3.2(c) and the Executive shall cooperate to assist the Company in obtaining such insurance. Such Supplemental Disability Payments shall be made for the lesser of (A) thirty-six (36) months following the date of termination due to Disability and (B) the greater of (i) the remainder of the Term and (ii) twelve (12) months. The Company shall also pay to the Executive a Pro-Rata Bonus in the event of a termination of employment described in this Section 3.2(c). The Company's obligations to make the Supplemental Disability Payments and pay the Pro-Rata Bonus shall be conditioned upon: (i) the Executive's continued compliance with his obligations under Section 4 of this Employment Agreement and (ii) the Executive's execution, delivery and non-revocation of a Release that becomes effective not later than forty-five (45) days after the date of such termination of employment. In the event that the Executive breaches any of the covenants set forth in Section 4 of this Employment Agreement, the Executive will immediately return to the Company any portion of the Supplemental Disability Payments and the Pro-Rata Bonus that have been paid to the Executive pursuant to this Section 3.2(c). Subject to the foregoing and Section 3.2(g), the Supplemental Disability Payments will commence to be paid to the Executive on the forty-fifth (45th) day following the Executive's termination of employment. The Pro-Rata Bonus shall be paid at the time when annual bonuses are paid generally to the Company's senior executives for the year in which the Executive's termination of employment occurs.

Termination by the Company for Disability. If the Executive's ’s employment is terminated during the Term by the Company by reason of the Executive's ’s Disability, in addition to the Accrued Amounts and any payments to be made to the Executive under the Company's ’s disability plan(s) as a result of such Disability, the Company shall pay to the Executive such supplemental amounts (the "“Supplemental Disability Payments"”) as shall be necessary to result in the payment of aggregate amounts to the Executive as a result of his Disability that shall be equal to the Executive's ’s Base Salary as in effect immediately before such Disability; provided, that, at the Company's ’s option, the Company may purchase insurance to cover its obligations under this Section 3.2(c) and the Executive shall cooperate to assist the Company in obtaining such insurance. Such Supplemental Disability Payments shall be made for the lesser a period of (A) thirty-six (36) months following from the date Date of termination due to Disability and (B) the greater of (i) the remainder of the Term and (ii) twelve (12) monthsDisability. The Company shall also pay to the Executive a Pro-Rata Bonus in the event of a termination of employment described in this Section 3.2(c). The Company's ’s obligations to make the Supplemental Disability Payments and pay the Pro-Rata Bonus shall be conditioned upon: (i) the Executive's ’s continued compliance with his obligations under Section 4 of this Employment Agreement and (ii) the Executive's ’s execution, delivery and non-revocation of a Release that becomes effective not later than forty-five (45) days after the date of such termination of employment. In the event that the Executive breaches any of the covenants set forth in Section 4 of this Employment Agreement, the Executive will immediately return to the Company any portion of the Supplemental Disability Payments and the Pro-Rata Bonus that have been paid to the Executive pursuant to this Section 3.2(c). Subject to the foregoing and Section 3.2(g), the Supplemental Disability Payments will commence to be paid to the Executive on the forty-fifth (45th) day following the Executive's ’s termination of employment. The Pro-Rata Bonus shall be paid at the time when annual bonuses are paid generally to the Company's ’s senior executives for the year in which the Executive's ’s termination of employment occurs.

Termination by the Company for Disability. If If, prior to the expiration of the Term, the Executive's ’s employment is terminated during the Term by the Company by reason of for Disability pursuant to Section 4(c), then the Executive's Disability, in addition Executive shall be entitled to the Accrued Amounts and any payments following subject to be made to the Executive under the Company's disability plan(s) as Section 6: If a result of such DisabilityBonus Program is in existence, the Company shall pay to the Executive such supplemental amounts (the "Supplemental Disability Payments") as shall be necessary to result in the payment of aggregate amounts to the Executive as a result of his Disability that shall be equal to the Executive's Base Salary as in effect immediately before such Disability; provided, that, at the Company's option, the Company may purchase insurance to cover its obligations under this Section 3.2(c) and the Executive shall cooperate to assist the Company in obtaining such insurance. Such Supplemental Disability Payments shall be made for the lesser of (A) thirty-six (36) months following the date of termination due to Disability and (B) the greater of (i) the remainder of the Term and (ii) twelve (12) months. The Company shall also pay to the Executive a Pro-Rata Bonus Bonus; Subject to the timely election of continuation coverage under COBRA, the Company shall continue to contribute to the premium cost of the Executive’s participation and that of his eligible dependents in the event Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents) for a termination period of employment described 12 months; provided (x) the Executive pays the remainder of the premium cost of such participation by payroll deduction (if any); (y) the Executive is eligible and remains eligible for COBRA coverage; and (z) the Executive reports to the Company on a monthly basis any health care premium payments received from another employer during such 12-month period, as such amounts shall be deducted from any Company-paid COBRA premium contribution. If the reimbursement of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Act or Section 105(h) of the Code, the Company-paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent, necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. If the Executive’s participation or that of his eligible dependents participation would give rise to penalties or taxes against the Company under the Act, as determined by the Company in this Section 3.2(c). its sole discretion, the Company shall instead make cash payments to the Executive over the same period in monthly installments in an amount equal to the Company’s portion of the monthly cost of providing such benefits under its group health plan for such period; The Company's obligations to make the Supplemental Disability Payments and Company shall pay the Pro-Rata Bonus shall be conditioned upon: Executive severance in an amount equal to one times the Base Salary at the rate in effect on the Termination Date in 24 equal installments (itotaling twelve months) the Executive's continued compliance with his obligations under Section 4 of this Employment Agreement and (ii) the Executive's execution, delivery and non-revocation of a Release that becomes effective not later than forty-five (45) days after the date of such termination of employment. In the event that the Executive breaches any of the covenants as set forth in Section 4 of this Employment Agreement6; provided, however, that the Company shall deduct from such severance any earned income (other than passive investment income) or disability payments received by Executive will immediately return during such 12-month period, and as to which Executive covenants to report to the Company any portion of the Supplemental Disability Payments and the Prosuch income on a bi-Rata Bonus that have been paid to the Executive pursuant to this Section 3.2(c). Subject to the foregoing and Section 3.2(g), the Supplemental Disability Payments will commence to be paid to the Executive on the forty-fifth (45th) day following the Executive's termination of employment. The Pro-Rata Bonus shall be paid at the time when annual bonuses are paid generally to the Company's senior executives for the year in which the Executive's termination of employment occursweekly basis.

Termination by the Company for Disability. If the Executive's ’s employment is terminated during the Term by the Company by reason of the Executive's ’s Disability, in addition to the Accrued Amounts and any payments to be made to the Executive under the Company's ’s disability plan(s) as a result of such Disability, the Company shall pay to the Executive such supplemental amounts (the "“Supplemental Disability Payments"”) as shall be necessary to result in the payment of aggregate amounts to the Executive as a result of his Disability that shall be equal to the Executive's ’s Base Salary as in effect immediately before such Disability; provided, that, at the Company's ’s option, the Company may purchase insurance to cover its obligations under this Section 3.2(c3.2(b) and the Executive shall cooperate to assist the Company in obtaining such insurance. Such Supplemental Disability Payments shall be made for the lesser a period of (A) thirty-six (36) months following from the date Date of termination due to Disability and (B) the greater of (i) the remainder of the Term and (ii) twelve (12) months. The Company shall also pay to the Executive a Pro-Rata Bonus in the event of a termination of employment described in this Section 3.2(c)Disability. The Company's ’s obligations to make the Supplemental Disability Payments and pay the Pro-Rata Bonus shall be conditioned upon: (i) the Executive's ’s continued compliance with his obligations under Section 4 of this Employment Agreement and (ii) the Executive's ’s execution, delivery and non-revocation of a Release that becomes effective not later than forty-five (45) days after the date of such termination of employmentRelease. In the event that the Executive breaches any of the covenants set forth in Section 4 of this Employment Agreement, the Executive will immediately return to the Company any portion of the Supplemental Disability Payments and the Pro-Rata Bonus that have been paid to the Executive pursuant to this Section 3.2(c3.2(b). Subject to the foregoing and Section 3.2(g3.2(e), the Supplemental Disability Payments will commence to be paid to the Executive on the forty-fifth (45th) day as soon as practicable following the Executive's termination effectiveness of employment. The Pro-Rata Bonus shall be paid at the time when annual bonuses are paid generally to the Company's senior executives for the year in which the Executive's termination of employment occursRelease.

Termination by the Company for Disability. If the Executive's ’s employment is terminated during the Term by the Company by reason of the Executive's ’s Disability, in addition to the Accrued Amounts and any payments to be made to the Executive under the Company's ’s disability plan(s) as a result of such Disability, the Company shall pay to the Executive such supplemental amounts (the "“Supplemental Disability Payments"”) as shall be necessary to result in the payment of aggregate amounts to the Executive as a result of his Disability that shall be equal to determined based on the Executive's ’s Base Salary rate as in effect immediately before such Disability; provided, that, at the Company's ’s option, the Company may purchase insurance to cover its obligations under this Section 3.2(c) and the Executive shall cooperate to assist the Company in obtaining such insurance. Such Supplemental Disability Payments shall be made for the lesser of (A) thirty-six (36) months following the date of termination due to Disability and (B) the greater of (i) the remainder of the Term and (ii) twelve (12) monthsTerm. The Company shall also pay to the Executive a Pro-Rata Bonus in the event of a termination of employment described in this Section 3.2(c). The Company's ’s obligations to make the Supplemental Disability Payments and pay the Pro-Rata Bonus shall be conditioned upon: (i) the Executive's ’s continued compliance with his obligations under Section 4 of this Employment Agreement and (ii) the Executive's ’s execution, delivery and non-revocation of a Release that becomes effective not later than forty-five (45) 45 days after the date of such termination of employment. In the event that the Executive breaches any of the covenants set forth in Section 4 of this Employment Agreement, the Executive will immediately return to the Company any portion of the Supplemental Disability Payments and the Pro-Rata Bonus that have been paid to the Executive pursuant to this Section 3.2(c). Subject to the foregoing and Section 3.2(g3.2(f), the Supplemental Disability Payments will commence to be paid to the Executive on the forty-fifth (45th) 45th day following the Executive's ’s termination of employment. The Pro-Rata Bonus shall be paid at the time when annual bonuses are paid generally to the Company's ’s senior executives for the year in which the Executive's ’s termination of employment occurs.

Termination by the Company for Disability. If the Executive's ’s employment is terminated during the Term by the Company by reason of the Executive's ’s Disability, in addition to the Accrued Amounts and any payments to be made to the Executive under the Company's ’s disability plan(s) as a result of such Disability, the Company shall pay to the Executive such supplemental amounts (the "“Supplemental Disability Payments"”) as shall be necessary to result in the payment of aggregate amounts to the Executive as a result of his Disability that shall be equal to the Executive's ’s Base Salary as in effect immediately before such Disability; provided, that, at the Company's ’s option, the Company may purchase insurance to cover its obligations under this Section 3.2(c3.2(b) and the Executive shall cooperate to assist the Company in obtaining such insurance. Such Supplemental Disability Payments shall be made for the lesser a period of (A) thirty-six (36) months following from the date Date of termination due to Disability and (B) the greater of (i) the remainder of the Term and (ii) twelve (12) months. The Company shall also pay to the Executive a Pro-Rata Bonus in the event of a termination of employment described in this Section 3.2(c)Disability. The Company's ’s obligations to make the Supplemental Disability Payments and pay the Pro-Rata Bonus shall be conditioned upon: (i) the Executive's ’s continued compliance with his obligations under Section 4 of this Employment Agreement and (ii) the Executive's ’s execution, delivery and non-revocation of a Release that becomes effective not later than forty-five (45) days after the date of such termination of employmentRelease. In the event that the Executive breaches any of the covenants set forth in Section 4 of this Employment Agreement, the Executive will immediately return to the Company any portion of the Supplemental Disability Payments and the Pro-Rata Bonus that have been paid to the Executive pursuant to this Section 3.2(c3.2(b). Subject to the foregoing and Section 3.2(g3.2(f), the Supplemental Disability Payments will commence to be paid to the Executive on the forty-fifth (45th) day as soon as practicable following the Executive's termination effectiveness of employment. The Pro-Rata Bonus shall be paid at the time when annual bonuses are paid generally to the Company's senior executives for the year in which the Executive's termination of employment occursRelease.

Termination by the Company for Disability. If the Executive's ’s employment is terminated during the Term by the Company by reason of the Executive's ’s Disability, in addition to the Accrued Amounts and any payments to be made to the Executive under the Company's ’s disability plan(s) as a result of such Disability, the Company shall pay to the Executive such supplemental amounts (the "“Supplemental Disability Payments"”) as shall be necessary to result in the payment of aggregate amounts to the Executive as a result of his Disability that shall be equal to determined based on the Executive's ’s Base Salary rate as in effect immediately before such Disability; provided, that, at the Company's ’s option, the Company may purchase insurance to cover its obligations under this Section 3.2(c) and the Executive shall cooperate to assist the Company in obtaining such insurance. Such Supplemental Disability Payments shall be made for the lesser of (A) thirty-six (36) months following the date of termination due to Disability and (B) the greater of (i) the remainder of the Term and (ii) twelve (12) monthsTerm. The Company shall also pay to the Executive a Pro-Rata Bonus and the LTIP Payout in the event of a termination of employment described in this Section 3.2(c). The Company's ’s obligations to make the Supplemental Disability Payments and pay the Pro-Rata Bonus and the LTIP Payout shall be conditioned upon: (i) the Executive's ’s continued compliance with his obligations under Section 4 of this Employment Agreement and (ii) the Executive's ’s execution, delivery and non-revocation of a Release that becomes effective not later than forty-five (45) 45 days after the date of such termination of employment. In the event that the Executive breaches any of the covenants set forth in Section 4 of this Employment Agreement, the Executive will immediately return to the Company any portion of the Supplemental Disability Payments and Payments, the Pro-Rata Bonus and the LTIP Payout that have been paid to the Executive pursuant to this Section 3.2(c). Subject to the foregoing and Section 3.2(g3.2(f), the Supplemental Disability Payments will commence to be paid to the Executive on the forty-fifth (45th) 45th day following the Executive's ’s termination of employment. The Pro-Rata Bonus shall be paid at the time when annual bonuses are paid generally to the Company's ’s senior executives for the year in which the Executive's ’s termination of employment occursoccurs and the LTIP Payout will be paid at the time provided in the applicable award agreement.