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Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits (as defined in [Section 7(d)]). All Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. The term "Other Benefits" as utilized in this [Section 7(e)] shall also include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and its Affiliated Companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect at any time thereafter generally with respect to other peer executives of the Company and its Affiliated Companies and their families.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits (as defined in [Section 7(d)]). AllBenefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. TheWith respect to the provision of Other Benefits, the term "Other Benefits"Other Benefits as utilized in this [Section 7(e)]Section 6(c) shall also include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and its Affiliated Companiesaffiliated companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 90-120‑day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect at any time thereafter generally with respect to other peer executives of the Company and its Affiliated Companiesaffiliated companies and their families.

Disability. If the Executive'Executive’s employment is terminated by reason of the Executive'Executive’s Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits (as defined in [Section 7(d)]). AllBenefits. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 3020 days of the Date of Termination. TheWith respect to the provision of Other Benefits, the term "Other Benefits"Other Benefits as utilized in this [Section 7(e)]Section 6(c) shall also include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and its Affiliated Companiesaffiliated companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 90-120‑day period immediately preceding the EffectiveChange of Control Date or, if more favorable to the Executive and/or the Executive'Executive’s family, as in effect at any time thereafter generally with respect to other peer executives of the Company and its Affiliated Companiesaffiliated companies and their families.

Disability. If the Executive's employment is terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment of Accrued ObligationsObligations, the Payment in Lieu of Lost Future Benefits described in [Annex A], and the timely payment or provision of Other Benefits (as defined in [Section 7(Section 8(d)]). All Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. The Payment in Lieu of Lost Future Benefits shall be paid to the Executive or his Beneficiary (within the meaning of the SERP), as the case may be, under the terms set forth in, and pursuant to the elections made under, the SERP. The term "Other Benefits" as utilized in this [Section 7(Section 8(e)] shall also include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and its Affiliated Companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect at any time thereafter generally with respect to other peer executives of the Company and its Affiliated Companies and their families.

Disability. If the Executive'Executive’s employment is terminated by reason of the Executive'Executive’s Disability during the Employment Period, this Agreementthe Company shall terminate without further obligationstimely pay or provide the Executive with the Accrued Obligations, the Pro Rata Incentive Award and the Other Benefits, at the time or times specified in Section 5(a)(1) and subject to the Executive,proviso set forth in Section 5(a)(1)(A) to the extent applicable, and shall have no other than for payment of Accrued Obligations andseverance obligations under this Agreement. With respect to the timely payment or provision of the Other Benefits (as defined in [Section 7(d)]). All Accrued Obligations shall be paid toBenefits, the Executive in a lump sum in cash within 30 days of the Date of Termination. The term "Other Benefits" as utilized in this [Section 7(e)] shall also include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and its Affiliated Companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect at any time thereafter generally with respect to other peer executives of the Company and its Affiliated Companies and their families.Other Benefits

Disability. IfDeath. Upon the Executive's employment is terminated by reason of the Executive's Disabilitydeath during the Employment Period, this Agreement shall terminate without further obligations to the Executive,Executive's legal representatives under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits (as definedthe benefits described in [Section[Sections 7(d)a)(6) and 7(a)(7)])] (the "Other Benefits"). All Accrued Obligations shall be paid to the ExecutiveExecutive's estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination. The term "Other Benefits" as utilized in this [Section 7(e)d)] shall also include, without limitation, and the ExecutiveExecutive's family shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generallybenefits provided by the Company and any of its Affiliated Companies to disabledsurviving families of peer executives and/or their families in accordance withof the Company and such Affiliated Companies under such plans, programs, practices and policies relating to disability,family death benefits, if any, as in effect generally with respect to other peer executives and their families at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect at any time thereafter generallyon the date of the Executive's death with respect to other peer executives of the Company and its Affiliated Companies and their families.

Termination by Employer due to Executive's Disability. If the Executive's employment is terminated by reason of Disability (as defined below): # Employer shall pay to Executive the Accrued Obligations, # Executive's Disability duringparticipation in the Employment Period, this AgreementBenefit Plans shall terminate withoutas of the Termination Date (except to the extent Executive is eligible for continued disability benefits under the applicable Employer plan), and # Employer shall have no further obligations to the Executive,Executive under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits (as defined in [Section 7(d)]). All Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. The term "Other Benefits" as utilizedthose provided in this [Section 7(e)] shall also include, and theSection 5.04. For purposes of this Agreement, "Disability" means Executive shallbeing determined to be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally providedtotally disabled by the Company and its Affiliated CompaniesSocial Security Administration or Executive's inability to disabled executives and/engage in any substantial gainful activity by reason of any medically determinable physical or their familiesmental impairment that can be expected to result in accordance with such plans, programs, practices and policies relatingdeath or can be expected to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 90-daylast for a continuous period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect at any time thereafter generally with respect to other peer executives of the Company and its Affiliated Companies and their families.not less than twelve months.

Disability.Death. If the Executive's employment is terminated by reason of the Executive's Disabilitydeath during the Employment Period, this Agreement shall terminate without further obligations to the Executive,Executive's legal representatives under this Agreement, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits (as defined in [Section 7(d)]). AllBenefits. Accrued Obligations shall be paid to the ExecutiveExecutive's estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination. TheWith respect to the provision of Other Benefits, the term "Other Benefits"Other Benefits as utilized in this [Section 7(e)]Section 6(b) shall also include, without limitation, and the ExecutiveExecutive's estate and/or beneficiaries shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generallybenefits provided by the Company and its Affiliated Companiesaffiliated companies to disabledthe estates and beneficiaries of peer executives and/or their families in accordance withof the Company and such affiliated companies under such plans, programs, practices and policies relating to disability,death benefits, if any, as in effect generally with respect to other peer executives and their familiesbeneficiaries at any time during the 90-120‑day period immediately preceding the Effective Date or, if more favorable to the ExecutiveExecutive's estate and/or the Executive's family,beneficiaries, as in effect at any time thereafter generallyon the date of the Executive's death with respect to other peer executives of the Company and its Affiliated Companiesaffiliated companies and their families.beneficiaries.

Disability. If the Executive'Employee’s employment is terminatedTerminated by reason of the Executive'Employee’s Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for payment ofEmployee, except that: # Accrued Obligations shall be timely paid as provided below; and the timely payment or provision of# Other Benefits (as defined in [Section 7(d)]). Allshall be timely paid or provided as described below. Accrued Obligations shall be paid to the ExecutiveEmployee in a lump sum in cash within 30 days ofon the 30th day after the Date of Termination. TheWith respect to the provision of Other Benefits, the term "Other Benefits"Other Benefits as utilizedused in this [SectionSection 7(e)]c) shall also include, without limitation, and the ExecutiveEmployee shall be entitled after the Disability Effective Date of Termination to receive, # all disability and other benefits at least equalunder all Welfare Benefit Plans relating to the most favorable of those generally provided by the Company and its Affiliated Companies to disabled executives and/or their familiesdisability, in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect at any time thereafter generally with respect to other peer executivesterms of the CompanyWelfare Benefit Plans, and its Affiliated Companies and their families.# for the remainder of the Remaining Employment Period all other benefits available to Employee under all Welfare Benefit Plans.

Death or Disability. If the Executive'Executive’s employment is terminated by reason of the Executive's Disability during the Employment Period,(and this AgreementAgreement) shall terminate without further obligations toautomatically upon the death of Executive, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits (as defined in [Section 7(d)]). All Accrued Obligations shallmay be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. The term "Other Benefits" as utilized in this [Section 7(e)] shall also include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally providedterminated by the Company upon written notice to Executive of termination of his employment due to Disability (which shall also constitute a termination of this Agreement). As used herein, “Disability” shall mean the inability of Executive to perform his material duties hereunder due to a physical or mental incapacity for 180 days (including weekends and its Affiliated Companiesholidays) in any 365-day period, with reasonable accommodations if required by applicable state and federal disability laws. To the extent necessary, the existence of a Disability shall be determined by an independent physician selected by the Executive and reasonably acceptable to disabled executives and/Company. In the event of termination of Executive’s employment due to death or their familiesDisability, the Company shall pay to Executive (or to his qualified personal representative in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any timethe event of his death during the 90-day period immediately precedingTerm) all compensation, benefits and reimbursable expenses accrued through the Effective Date or, if more favorable toeffective date of termination or as required by law, and shall comply with the Executive and/or the Executive's family, as in effect atterms of any time thereafter generally with respect to other peer executives ofapplicable benefits plans and agreements between the Company and its Affiliated Companies and their families.the Executive.

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