Common use of Death or Disability of Employee Clause in Contracts

Death or Disability of Employee. Employee’s employment with Unitek shall terminate upon the death or Complete Disability of Employee; provided, however, that in the event of termination due to death or Complete Disability, (A) Unitek shall pay to Employee or his estate, custodian, conservator or trustee, as applicable, as soon as practicable (allowing Unitek a reasonable period of time to calculate such amounts) any and all of Employee’s salary, benefits and other compensation earned through the date of such termination of employment and (B) Unitek shall, subject to execution and delivery by Employee or his estate, custodian, conservator or trustee, as applicable, of a release in substantially the form attached hereto as Exhibit A (with such changes as may reasonably be required by Unitek to reflect changes in law or the circumstances surrounding Employee’s release, the “Release”), which Release shall not have been revoked by Employee or his estate, custodian, conservator or trustee, as applicable, pursuant to the terms thereof (and all applicable statutory revocation periods have expired), and subject to Employee’s continued compliance with Section 8 and Section 9, (x) pay to Employee or his estate, custodian, conservator or trustee, as applicable, an amount equal to his Base Salary (at the rate then in effect) for no less than a period of twelve (12) months after the date of such termination of employment, payable in accordance with Unitek’s then current payroll practices and (y) assess, reasonably promptly following such termination of employment and as of the date of such termination, the operational and financial milestones established for the Bonus for the calendar year in which Employee is so terminated; and to the extent such operational and financial milestones are being achieved at the time of such termination, Unitek shall pay Employee or his estate, custodian, conservator or trustee, as applicable, the applicable pro-rata portion of such Bonus in equal increments over no less than a twelve (12) month period after the date of such termination of employment, payable in accordance with Unitek’s then current payroll practices.

Death or Disability of Employee. Employee’s employment with Unitek shall terminate upon the death or Complete Disability of Employee; provided, however, that in the event of termination due to death or Complete Disability, (A) Unitek shall pay to Employee or his estate, custodian, conservator or trustee, as applicable, as soon as practicable (allowing Unitek a reasonable period of time to calculate such amounts) any and all of Employee’s salary, benefits and other compensation earned through the date of such termination of employment and (B) Unitek shall, subject to execution and delivery by Employee or his estate, custodian, conservator or trustee, as applicable, of a release in substantially the form attached hereto as Exhibit A (with such changes as may reasonably be required by Unitek to reflect changes in law or the circumstances surrounding Employee’s release, the “Release”), which Release shall not have been revoked by Employee or his estate, custodian, conservator or trustee, as applicable, pursuant to the terms thereof (and all applicable statutory revocation periods have expired), and subject to Employee’s continued compliance with Section 8 and Section 9, (x) pay to Employee Employee, or his estate, custodian, conservator or trustee, as applicable, an amount equal to his Base Salary (at the rate then in effect) that would be payable for no less than a period of twelve (12) twenty-four months after the date of such termination of employment, payable to Employee in accordance with Unitek’s then current payroll practices and (y) assess, reasonably promptly following such termination of employment and as of the date of such termination, the operational and financial milestones established for the Bonus for the calendar year in which Employee is so terminated; and to the extent such operational and financial milestones are being achieved at the time of such termination, Unitek shall pay Employee or his estate, custodian, conservator or trustee, as applicable, the applicable pro-rata portion of such Bonus in equal increments over no less than a twelve (12) month period after the date of such termination of employment, payable in accordance with Unitek’s then current payroll bonus payment practices.

Death or Disability of Employee. Employee’s employment with Unitek shall terminate upon the death or Complete Disability of Employee; provided, however, that in the event of termination due to death or Complete Disability, (A) Unitek shall pay to Employee or his estate, custodian, conservator or trustee, as applicable, as soon as practicable (allowing Unitek a reasonable period of time to calculate such amounts) any and all of Employee’s salary, benefits and other compensation earned through the date of such termination of employment and (B) Unitek shall, subject to execution and delivery by Employee or his estate, custodian, conservator or trustee, as applicable, of a release in substantially the form attached hereto as Exhibit A (with such changes as may reasonably be required by Unitek to reflect changes in law or the circumstances surrounding Employee’s release, the “Release”), which Release shall not have been revoked by Employee or his estate, custodian, conservator or trustee, as applicable, pursuant to the terms thereof (and all applicable statutory revocation periods have expired), and subject to Employee’s continued compliance with Section 8 and Section 9, (x) pay to Employee Employee, or his estate, custodian, conservator or trustee, as applicable, an amount equal to his Base Salary (at the rate then in effect) that would be payable for no less than a period of twelve twenty-four (1224) months after the date of such termination of employment, payable to Employee in accordance with Unitek’s then current payroll practices and (y) assess, reasonably promptly following such termination of employment and as of the date of such termination, the operational and financial milestones established for the Bonus for the calendar year in which Employee is so terminated; and to the extent such operational and financial milestones are being achieved at the time of such termination, Unitek shall pay Employee or his estate, custodian, conservator or trustee, as applicable, the applicable pro-rata portion of such Bonus in equal increments over no less than a twelve (12) month period after the date of such termination of employment, payable in accordance with Unitek’s then current payroll bonus payment practices.

Death or Disability of Employee. Employee’s employment with Unitek shall terminate be terminated upon the death or Complete Disability (as defined below) of Employee; provided. In such instance, howeverexcept as set forth below, that in all obligations hereunder to Employee (or Employee’s heirs or legal representatives) shall cease, other than for payment of the event sum of termination due to death or Complete Disability, (A) Unitek shall pay to Employee or his estate, custodian, conservator or trustee, as applicable, as soon as practicable (allowing Unitek a reasonable period of time to calculate such amounts) any and all of Employee’s salaryBase Salary through the date of termination to the extent not theretofore paid, benefits (B) pro rata portion of the Target Bonus calculated as of the date of termination and any other compensation amount earned through the date of such termination of employment pursuant to another cash compensation agreement, and (C) any accrued vacation pay, in each case to the extent not theretofore paid (the sum of the amounts described in clauses (A), (B), and (C) Unitek shallshall be hereinafter referred to as the “Accrued Obligations”), subject which shall be paid to execution and delivery by Employee or his estate, custodian, conservator Employee’s estate or trusteebeneficiary, as applicable, of in a release lump sum in substantially the form attached hereto as Exhibit A (with such changes as may reasonably be required by Unitek to reflect changes in law or the circumstances surrounding Employee’s release, the “Release”), which Release shall not have been revoked by Employee or his estate, custodian, conservator or trustee, as applicable, pursuant to the terms thereof (and all applicable statutory revocation periods have expired), and subject to Employee’s continued compliance with Section 8 and Section 9, (x) pay to Employee or his estate, custodian, conservator or trustee, as applicable, an amount equal to his Base Salary (at the rate then in effect) for no less than a period of twelve (12) months cash within 30 days after the date of such termination or any earlier time required by applicable law. Notwithstanding the foregoing, if Employee is determined by the Company to be a specified employee (as defined in Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “Code”) and determined pursuant to related Treasury Regulations or other guidance promulgated thereunder) and if required under Section 409A of the Code, the Accrued Obligations shall be paid on the first day of the seventh month following the termination of employment. For the purposes of this Agreement, payable Disability shall mean that Employee is either (1) 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 can be expected to last for a continuous period of not less than 12 months, or (2) 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 continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. For purposes of this Agreement, Employee shall be deemed Disabled if determined to be totally disabled by the Social Security Administration. Employee shall also be deemed Disabled if determined to be disabled in accordance with Unitek’s then current payroll practices and (y) assessthe applicable disability insurance program of the Company, reasonably promptly following provided that the definition of “disability” applied under such disability insurance program complies with the requirements of this Section. The termination of employment this Agreement due to the death or Disability of Employee shall have no effect on the rights and obligations of Employee (or his personal representative or beneficiary, as the case may be) with respect to stock options or other rights granted under the Company’s 2003 Performance Award Plan, as amended, or the Company’s Employee Stock Purchase Plan, or any successor plans all of which rights and obligations shall be governed solely and exclusively by the date applicable terms and conditions of such termination, plans and the operational and financial milestones established for the Bonus for the calendar year in which Employee is so terminated; and to the extent such operational and financial milestones are being achieved at the time of such termination, Unitek shall pay Employee or his estate, custodian, conservator or trustee, as applicable, the applicable pro-rata portion of such Bonus in equal increments over no less than a twelve (12) month period after the date of such termination of employment, payable in accordance with Unitek’s then current payroll practicesagreements issued thereunder.

Death or Disability of Employee. Employee’s employment with Unitek shall terminate upon the death or Complete Disability of Employee; provided, however, that in In the event of termination the Employee’s death prior to Employee’s Termination of Employment or Termination of Employment due to death or Complete Disabilitypermanent and total disability within the meaning of Section 22(e)(3) of the Code (which shall constitute a “separation from service” within the meaning of Section 409A of the Code) (“Disability Termination”), (A) Unitek the Target Amount of Performance Units shall pay to Employee or his estate, custodian, conservator or trustee, as applicable, be deemed earned and vested in full upon such Termination of Employment and shall be settled as soon as practicable (allowing Unitek a reasonable period and, therefore, the Settlement Date shall be accelerated to such date) in the calendar year of time to calculate such amounts) any and all of the Employee’s salarydeath or Disability Termination. If (i) Employee is subject to U.S. income tax, benefits and other compensation earned through (ii) Employee is a “specified employee” within the meaning of Section 409A of the Code at the time of such Disability Termination then, to the extent necessary to avoid taxation under Section 409A of the Code, the settlement of such accelerated Performance Units will not be made until the date of such termination of employment and six (B) Unitek shall, subject to execution and delivery by Employee or his estate, custodian, conservator or trustee, as applicable, of a release in substantially the form attached hereto as Exhibit A (with such changes as may reasonably be required by Unitek to reflect changes in law or the circumstances surrounding Employee’s release, the “Release”), which Release shall not have been revoked by Employee or his estate, custodian, conservator or trustee, as applicable, pursuant to the terms thereof (and all applicable statutory revocation periods have expired), and subject to Employee’s continued compliance with Section 8 and Section 9, (x) pay to Employee or his estate, custodian, conservator or trustee, as applicable, an amount equal to his Base Salary (at the rate then in effect) for no less than a period of twelve (126) months after the date of such termination of employment, payable in accordance with Unitek’s then current payroll practices and one (y1) assess, reasonably promptly day following such termination of employment and as of the date of such termination, unless the operational and financial milestones established for the Bonus for the calendar year Employee dies following such termination prior to such time, in which case, the Performance Units will be settled to the Employee’s estate (or beneficiary) upon his or her death, subject to paragraph 7. Any distribution or delivery to be made to the Employee under this Agreement shall, if the Employee is so terminated; and then deceased, be made to the extent such operational and financial milestones are being achieved at Employee’s designated beneficiary, or if either no beneficiary survives the time of such termination, Unitek shall pay Employee or the Committee does not permit beneficiary designations, to the administrator or executor of the Employee’s estate. Any designation of a beneficiary by the Employee shall be effective only if such designation is made in a form and manner acceptable to the Committee. Any transferee must furnish the Company with (a) written notice of his estateor her status as transferee, custodian, conservator and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or trustee, as applicable, the applicable pro-rata portion of such Bonus in equal increments over no less than a twelve (12) month period after the date of such termination of employment, payable in accordance with Unitek’s then current payroll practicesregulations pertaining to said transfer.

Death or Disability of Employee. Employee’s employment with Unitek shall terminate upon the death or Complete Disability of Employee; provided, however, that in the event of termination due to death or Complete Disability, (A) Unitek shall pay to Employee or his estate, custodian, conservator or trustee, as applicable, as soon as practicable (allowing Unitek a reasonable period of time to calculate such amounts) any and all of Employee’s salary, benefits and other compensation earned through the date of such termination of employment and (B) Unitek shall, subject to execution and delivery by Employee or his estate, custodian, conservator or trustee, as applicable, of a release in substantially the form attached hereto as Exhibit A (with such changes as may reasonably be required by Unitek to reflect changes in law or the circumstances surrounding Employee’s release, the “Release”), which Release shall not have been revoked by Employee or his estate, custodian, conservator or trustee, as applicable, pursuant to the terms thereof (and all applicable statutory revocation periods have expired), and subject to Employee’s continued compliance with Section 8 and Section 9, (x) pay to Employee Employee, or his estate, custodian, conservator or trustee, as applicable, an amount equal to his Base Salary (at the rate then in effect) that would be payable for no less than a period of twelve (12) eighteen months after the date of such termination of employment, payable to Employee in accordance with Unitek’s then current payroll practices and (y) assess, reasonably promptly following such termination of employment and as of the date of such termination, the operational and financial milestones established for the Bonus for the calendar year in which Employee is so terminated; and to the extent such operational and financial milestones are being achieved at the time of such termination, Unitek shall pay Employee or his estate, custodian, conservator or trustee, as applicable, the applicable pro-rata portion of such Bonus in equal increments over no less than a twelve (12) month period after the date of such termination of employment, payable in accordance with Unitek’s then current payroll bonus payment practices.