Common use of Termination Following Disability Clause in Contracts

Termination Following Disability. If the Associate becomes disabled during the Employment Term, the Company may terminate the Employment Term, in which event the Company will pay to the Associate the Associate’s Base Salary then in effect, payable in accordance with the Company’s payroll policy through the end of the Employment Term; provided, however, any amounts payable to the Associate under the Company’s disability insurance policy shall be deducted from the amounts payable to the Associate hereunder. For the purposes of this Agreement, the Associate shall be deemed to be “disabled” when, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a period of not less than twelve (12) consecutive months, he has received replacement income for a period of at least three (3) months under the Company’s disability insurance policy, or if the Company does not have a disability insurance policy for the Associate, the Associate shall be deemed disabled if he is unable to perform his services or discharge his duties as an Associate of the Company by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a period of not less than twelve (12) consecutive months. Any disability, as defined herein, shall not constitute “Cause” for purposes of Section 8(b) hereof. In addition, all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full, without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full, without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Incentive Plan (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards.

Termination Following Disability. If the Associate becomes disabled during the Employment Term, the Company may terminate the Employment Term, in which event the Company will pay to the Associate within sixty (60) days after termination a lump sum amount equal to twelve (12) months of the Associate’s Base Salary then in effect, payable in accordance with the Company’s payroll policy through the end of the Employment Termeffect hereunder; provided, however, any amounts payable to the Associate under the Company’s disability insurance policy shall be deducted from the amounts payable to the Associate hereunder. For the purposes of this Agreement, the Associate shall be deemed to be “disabled” when, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a period of not less than twelve (12) consecutive months, he has received replacement income for a period of at least three (3) months under the Company’s disability insurance policy, or if the Company does not have a disability insurance policy for the Associate, the Associate shall be deemed disabled if he is unable to perform his services or discharge his duties as an Associate of the Company by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a period of not less than twelve (12) consecutive months. Any disability, as defined herein, shall not constitute “Cause” for purposes of Section 8(b9(b) hereof. In addition, all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full, without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full, without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Incentive Plan (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards.

Termination Following Disability. If the Associate becomes disabled during the Employment Term, the Company may terminate the Employment Term, in which event the Company will pay to the Associate within sixty (60) days after termination a lump sum amount equal to twenty-four (24) months of the Associate’s Base Salary then in effect, payable in accordance with the Company’s payroll policy through the end of the Employment Termeffect hereunder; provided, however, any amounts payable to the Associate under the Company’s disability insurance policy shall be deducted from the amounts payable to the Associate hereunder. For the purposes of this Agreement, the Associate shall be deemed to be “disabled” when, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a period of not less than twelve (12) consecutive months, he has received replacement income for a period of at least three (3) months under the Company’s disability insurance policy, or if the Company does not have a disability insurance policy for the Associate, the Associate shall be deemed disabled if he is unable to perform his services or discharge his duties as an Associate of the Company by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a period of not less than twelve (12) consecutive months. Any disability, as defined herein, shall not constitute “Cause” for purposes of Section 8(b) hereof. In addition, all outstanding and unvested stock options previously granted to the Associate by the Parent Company shall immediately vest in full, without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock options, and all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate by the Parent Company shall immediately vest in full, without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Incentive Plan (or successor plan) or the restricted stock agreements between the Parent Company and the Associate with respect to such restricted stock awards.

Termination Following Disability. For purposes of this Agreement, "Disabled” or “Disability" shall mean (i) Executive’s approval for long-term disability benefits under the Company’s long-term disability benefits plan, or (ii) if the Executive either participates in no such plan or does not apply for Long Term Disability coverage under such plan, the Executive's inability, due to physical or mental incapacity, to perform the essential functions of the Executive's job, with reasonable accommodation that can be provided without undue hardship, for an aggregate of one hundred eighty (180) days out of any three hundred sixty-five (365) day period. Any dispute as to whether the Executive is Disabled, and the date on which such incapacity commenced, shall be resolved by the parties with the assistance of a qualified independent physician who is selected and reasonably approved by the Company and the Executive, and who shall provide a written determination of whether it is highly improbable that Executive will be able to resume the essential functions of his duties in the relevant period. The Board may rely on such determination in concluding that the Executive is Disabled. If the Associate Executive and the Company cannot agree on the selection of a qualified independent physician, each shall appoint a qualified independent physician and those two physicians shall select a third who shall make such determination. If the Executive becomes disabled Disabled during the Employment TermTerm as provided above, the Company may terminate the Employment Term, in which event (i) the Company will pay to the Associate Executive, commencing within sixty (60) days after termination, an amount equal to twelve (12) months of the AssociateExecutive’s Base Salary then in effecteffect hereunder plus the pro rata portion of the Annual Bonus, payable in accordance with if any, as determined by the Company’s payroll policy Compensation Committee, through the end date of the Employment Term; provided, however, any amounts payable to the Associate under the Company’s disability insurance policy shall be deducted from the amounts payable to the Associate hereunder. For the purposes of this Agreement, the Associate shall be deemed to be “disabled” when, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a period of not less than twelve (12) consecutive months, he has received replacement income for a period of at least three (3) months under the Company’s disability insurance policy, or if the Company does not have a disability insurance policy for the Associate, the Associate shall be deemed disabled if he is unable to perform his services or discharge his duties as an Associate of the Company by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a period of not less than twelve (12) consecutive months. Any disability, as defined hereinbased on the achievement of performance goals, shall not constitute “Cause” for purposes of Section 8(b(ii) hereof. In addition, all outstanding and unvested stock options previously granted to the Associate Executive by the Parent Company shall immediately vest as described in full, without regard to the achievement of any applicable performance conditions, unless otherwise prohibited by the Option Plan (or successor plan) or the stock option agreements between the Parent Company and the Associate with respect to such stock optionsSection 10, and (iii) all outstanding and unvested shares of restricted stock (if any) previously granted to the Associate Executive by the Parent Company shall immediately vest as described in fullSection 10. Disability insurance payments, without regard if any, made to the achievement of Executive under the Company’s disability insurance policy, will be deducted from the amounts payable to the Executive hereunder. Notwithstanding any applicable performance conditionsother provision contained herein, unless otherwise prohibited by all payments made in connection with the Incentive Plan (or successor plan) or the restricted stock agreements between the Parent Company Executive's Disability shall be provided in a manner which is consistent with federal and the Associate with respect to such restricted stock awardsstate law.