Example ContractsClausesemployee’s disability or deathVariants
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Death or Disability. In the event of the Grantee’s death or Disability while employed by the Company or an Affiliate during the Restriction Period, the Grantee’s Restricted Stock Units will automatically vest in full on the date of the Grantee’s death or Disability, as applicable. For purposes of these Terms and Conditions, the term “Disability” shall mean a physical or mental impairment of sufficient severity that the Grantee is both eligible for and in receipt of benefits under the long-term disability program maintained by the Company or an Affiliate, as applicable, and that meets the requirements of a disability under section 409A of the Code, provided that the Grantee completes 30 days of active service with the Company at any time after the Grant Date and prior to the first Vesting Date. The date of Disability for purposes of these Terms and Conditions is the date on which the Grantee commences to receive such long-term disability benefits. In the event that the Grantee is not in active service on the Grant Date (for example, on account of short-term disability) and the Grantee does not return to the Company and complete 30 days of active service with the Company prior to the first Vesting Date, the award will be forfeited.

DeathRetirement Eligible upon Total Disability or Disability. InDeath. If Grantee’s employment is terminated at least six (6) months following the eventGrant Date as a result of Total Disability or death (provided Grantee is Retirement Eligible at the Grantee’s death or Disability while employed bytime of any such termination), the Company or an Affiliate during the Restriction Period, the Grantee’s Restricted Stock Units will automaticallycontinue to vest in full onthrough the dateVesting Dates, and the Company will deliver to Grantee, or his or her legal representative, one share of the Grantee’Company’s death or Disability, as applicable. For purposes of these Terms and Conditions, the term “Disability” shall mean a physical or mental impairment of sufficient severityCapital Stock for each Restricted Stock Unit vested on that the Grantee is both eligible for anddate in receipt of benefits under the long-term disability program maintained by the Company or an Affiliate, as applicable, and that meets the requirements of a disability under section 409A of the Code, provided that the Grantee completes 30 days of active serviceaccordance with the Company at any time after the Grant Date and prior to the first Vesting Date. The date of Disability for purposes of these Terms and Conditions is the date on which the Grantee commences to receive such long-term disability benefits. In the event that the Grantee is not in active service on the Grant Date (for example, on account of short-term disability) and the Grantee does not return to the Company and complete 30 days of active service with the Company prior to the first Vesting Date, the award will be forfeited.paragraph 2.

Death or Disability. InNotwithstanding the vesting schedule set forth in Paragraph 3, in the event of the Grantee’Participant’s Separation from Service because of death or Disability while employed by the Company or an Affiliate during the Period of Restriction, the Period of Restriction Period,applicable to the Grantee’sremaining unvested Restricted Stock Units willshall automatically vest in full onterminate (that is, the unvested Restricted Stock Units shall “vest”) as of the date of such Separation from Service, which date shall be the Grantee’s death or Disability, as applicable. ForVesting Date” for the purposes of these Terms and Conditions, the term “Disability” shall mean a physical or mental impairment of sufficient severity that the Grantee is both eligible for and in receipt of benefits under the long-term disability program maintained by the Company or an Affiliate, as applicable, and that meets the requirements of a disability under section 409Asettlement of the Code, provided that the Grantee completes 30 days of active service with the Company at any time after the Grant Date and prior to the first Vesting Date. The date of Disability for purposes of these Terms and Conditions is the date on which the Grantee commences to receive such long-term disability benefits. In the event that the Grantee is not in active service on the Grant Date (for example, on account of short-term disability) and the Grantee does not return to the Company and complete 30 days of active service with the Company prior to the first Vesting Date, the award will be forfeited.Award.

DeathIn the event, prior to the Vesting Date, # Grantee dies while actively employed by the Company, or # Grantee has his or her employment terminated by reason of Disability, any Restricted Stock shall become fully vested and nonforfeitable as of the date of Grantee’s death or Disability. InThe Company shall transfer the Shares of Restricted Stock, free and clear of any restrictions imposed by this Agreement (except for restrictions set forth in Section (b)(iv)) to Grantee (or, in the event of the Grantee’sdeath, his or her surviving spouse or, if none, to his or her estate) as soon as practical after his or her date of death or Disability while employed by the Company or an Affiliate during the Restriction Period, the Grantee’s Restricted Stock Units will automatically vest in full on the date of the Grantee’s death or Disability, as applicable. For purposes of these Terms and Conditions, the term “Disability” shall mean a physical or mental impairment of sufficient severity that the Grantee is both eligibletermination for and in receipt of benefits under the long-term disability program maintained by the Company or an Affiliate, as applicable, and that meets the requirements of a disability under section 409A of the Code, provided that the Grantee completes 30 days of active service with the Company at any time after the Grant Date and prior to the first Vesting Date. The date of Disability for purposes of these Terms and Conditions is the date on which the Grantee commences to receive such long-term disability benefits. In the event that the Grantee is not in active service on the Grant Date (for example, on account of short-term disability) and the Grantee does not return to the Company and complete 30 days of active service with the Company prior to the first Vesting Date, the award will be forfeited.Disability.

DeathNot Retirement Eligible upon Total Disability or Disability. InDeath; Involuntary Termination. If Grantee’s employment is terminated at least six (6) months following the eventGrant Date: # as the result of the Grantee’s Total Disability or death and Grantee is not Retirement Eligible; or Disability while employed# by the Company for reasons other than Cause and Grantee is not Retirement Eligible, Grantee shall vest on the applicable Vesting Date in a prorated portion of his or an Affiliate during the Restriction Period, the Grantee’sher Restricted Stock Units will automatically vest in full on the date of the Grantee’s death or Disability, as applicable. For purposes of these Terms and Conditions, the term “Disability” shall mean a physical or mental impairment of sufficient severity that the Grantee is both eligible for and in receipt of benefits under the long-term disability program maintained by the Company or an Affiliate, as applicable, and that meets the requirements of a disability under section 409A of the Code, provided that the Grantee completes 30 days of active service with the Company at any time after the Grant Date and priorthis Agreement according to the first Vesting Date. The date of Disability for purposes of these Terms and Conditions is the date on which the Grantee commences to receive such long-term disability benefits. In the event that the Grantee is not in active service on the Grant Date (for example, on account of short-term disability) and the Grantee does not return to the Company and complete 30 days of active service with the Company prior to the first Vesting Date, the award will be forfeited.following formula:

Termination by Death or Disability. InIf the eventGrantee's employment by the Company terminates by reason of the Grantee’s death or Disability while employed by(as defined in the Company or an Affiliate duringPlan), the Restriction Period, the Grantee’s Restricted Stock Units will automatically vest in full on the date of the Grantee’s death or Disability, as applicable. For purposes of these Terms and Conditions, the term “Disabilitygranted hereunder shall mean a physical or mental impairment of sufficient severity that the Grantee is both eligible for and in receipt of benefits under the long-term disability program maintained by the Company or an Affiliate, as applicable, and that meets the requirements of a disability under section 409A of the Code, provided that the Grantee completes 30 days of active service with the Company at any time after the Grant Date and prior to the first Vesting Date. The date of Disability for purposes of these Terms and Conditions is the date on which the Grantee commences to receive such long-term disability benefits. In the event that the Grantee is not in active service on the Grant Date (for example, on account of short-term disability) and the Grantee does not return to the Company and complete 30 days of active service with the Company prior to the first Vesting Date, the award will be forfeited.immediately vest.

Death or Disability. In the event the service of the Grantee’sParticipant to the Board is terminated by reason of death or Disability while employed byDisability, the Company or an Affiliate duringPeriod of Restriction applicable to the Restriction Period, the Grantee’s Restricted Stock Units willshall automatically vest in full onterminate (that is, the date of the Grantee’s death or Disability, as applicable. For purposes of these Terms and Conditions, the term “DisabilityRestricted Stock Units shall mean a physical or mental impairment of sufficient severity that the Grantee is both eligible for and in receipt of benefits under the long-term disability program maintained by the Company or an Affiliate, as applicable, and that meets the requirements of a disability under section 409A of the Code, provided that the Grantee completes 30 days of active service with the Company at any time after the Grant Date and prior to the first Vesting Date. The date of Disability for purposes of these Terms and Conditions is the date on which the Grantee commences to receive“vest”) upon such long-term disability benefits. In the event that the Grantee is not in active service on the Grant Date (for example, on account of short-term disability) and the Grantee does not return to the Company and complete 30 days of active service with the Company prior to the first Vesting Date, the award will be forfeited.Separation from Service.

DeathIf prior to the date on which the Restricted Stock vests and the restrictions with respect to the Restricted Stock lapse (the "Vesting Date"), # Grantee dies while actively providing services to the Company, or Disability. Ina Subsidiary or Affiliate, or # Grantee’s service is terminated by reason of Disability, any Restricted Stock shall become fully vested and nonforfeitable as of the eventdate of the Grantee’s death or Disability while employed byDisability. The Company shall transfer the Company or an Affiliate duringShares to be issued upon vesting of the Restriction Period, the Grantee’s Restricted Stock Units will automatically vest in full on the dateStock, as a result of the Grantee’s death or Disability, as applicable. For purposesfree and clear of these Terms and Conditions,any restrictions imposed by this Agreement to Grantee (or, in the term “Disability” shall mean a physical or mental impairmentevent of sufficient severity that the Grantee is both eligible for and in receipt of benefits under the long-term disability program maintained by the Company or an Affiliate, as applicable, and that meets the requirements of a disability under section 409A of the Code, provided that the Grantee completes 30 days of active service with the Company at any time after the Grant Date and priordeath, to Grantee's heirs, subject to the first Vesting Date. Theapplicable laws of descent and distribution), subject to [Section (3)(b)(iv)], as soon as practical after his or her date of Disabilitydeath or termination for purposes of these Terms and Conditions is the date on which the Grantee commences to receive such long-term disability benefits. In the event that the Grantee is not in active service on the Grant Date (for example, on account of short-term disability) and the Grantee does not return to the Company and complete 30 days of active service with the Company prior to the first Vesting Date, the award will be forfeited.Disability.

Vesting Upon Death or Disability. InNotwithstanding Sections 4(a) and 4(b) above, if prior to the event ofdate on which the Grantee’s death or Disability while employed by the Company or an Affiliate during the Restriction Period, the Grantee’s Restricted Stock Units will automatically vest in full on the datevest, Grantee’s service terminates by reason of the Grantee’s death or Disability, as applicable. For purposes of these Termsthe unvested Restricted Stock shall become fully vested and Conditions, the term “Disability” shall mean a physical or mental impairment of sufficient severity that the Grantee is both eligible for and in receipt of benefits under the long-term disability program maintained by the Company or an Affiliate,non-forfeitable as applicable, and that meets the requirements of a disability under section 409A of the Code, provided that the Grantee completes 30 days of active service with the Company at any time after the Grant Date and prior to the first Vesting Date. The date of Disability for purposes of these Terms and Conditions is the date on which the Grantee commences to receive such long-term disability benefits. In the event that the Grantee is not in active service on the Grant Date (for example, on account of short-term disability) and the Grantee does not return to the Company and complete 30 days of active service with the Company prior to the first Vesting Date, the award will be forfeited.Grantee’s death or Disability.

Death or Disability. In the event ofIf the Grantee’s deathtermination of Service is due to Disability or death, or if the Grantee converts to inactive employee status on account of a determination of such Grantee’s total and permanent Disability while employed byunder any long-term disability plan of the Company or an Affiliate during(a “Disability Plan”), a pro rata share of the Restriction Period,then-unvested portion of the Grantee’s Restricted Stock Units will automatically vest in(determined as follows: the product of # the quotient (which shall not exceed 1.0) of # the total number of full on the datedays of the Grantee’s deathService completed during the Retention Period divided by # 1,460, multiplied by # the Restricted Stock Units, and rounded to the nearest share of Stock) shall vest # in the case of the Grantee’s Disability, on the vesting schedule and otherwise in accordance with the terms and conditions (including without limitation satisfaction of the applicable Performance Target) set forth in section 2 hereof, notwithstanding that the Grantee’s Service shall have previously terminated or Disability,the Grantee has converted to inactive employee status on account of Disability under any Disability Plan and # in the case of the Grantee’s death, upon such termination of Service (treating the applicable Performance Target in section 2 hereof as applicable.having been achieved). For purposes of these Terms and Conditions, the term “Disability” shall mean a physical or mental impairment of sufficient severity that the Grantee is both eligible for and in receipt of benefits under the long-term disability program maintained by the Company or an Affiliate, as applicable, and that meets the requirementsthis [section 3(a), 0.5] of a disability under section 409Ashare of the Code, provided that the Grantee completes 30 days of active service with the Company at any time after the Grant Date and priorStock shall be rounded up to the first Vesting Date. The date of Disability for purposes of these Terms and Conditions is the date on which the Grantee commences to receive such long-term disability benefits. In the event that the Grantee is not in active service on the Grant Date (for example, on account of short-term disability) and the Grantee does not return to the Company and complete 30 days of active service with the Company prior to the first Vesting Date, the award will be forfeited.nearest share.

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