Disability of Employee If the Employee, in the reasonable opinion of the Company, is unable to perform his duties under this Agreement by reason of incapacity, either physical or mental, as determined in accordance with the MIIX Group of Companies Long Term Disability Group Benefit Plan (the "LTD Plan"), or similar plan which may be in effect from time to time, the Company shall have the right to terminate the Employee's employment upon written notice to the Employee, whereupon such termination shall be effective as of the date specified in such notice (the "Termination Date") and the Company shall have no further obligations under this Agreement, except the obligation to pay to the Employee: (1) the balance of his accrued and unpaid Base Salary, (2) unreimbursed expenses, (3) unused, accrued vacation time (up to a maximum of three weeks) through the Termination Date, (4) any other applicable severance payments provided for in Section 4 hereof, and (5) any other benefits earned by the Employee and vested (if applicable) as of the Termination Date under any employee benefit plan of the Company or its affiliates in which the Employee participates. If the Company determines not to terminate the Employee's employment in the event of a disability as allowed under this Section 3.2, the Company shall continue to pay Base Salary to the Employee for a period of up to ninety days, and shall pay the difference between Base Salary and benefits paid to the Employee under the LTD Plan for a period of up to six months thereafter, paid in accordance with the Company's normal payroll practices, while the Employee is not working. If the Employee, in the reasonable opinion of the Company, remains disabled at the end of such nine month period, his employment shall be deemed terminated and he shall receive the benefits provided for in this Section 3.2.
Death or Disability of Employee In the event that the Employee incurs a Termination of Service due to his or her death or Disability during a Performance Period, the Employee shall immediately vest [INSERT DESCRIPTION OF VESTING CONDITIONS]. In the event that any applicable law limits the Company’s ability to accelerate the vesting of this award of Performance Shares, this paragraph 4(b) shall be limited to the extent required to comply with applicable law.
Continuity of Employment This Option shall not be exercisable by the Grantee in any part unless at all times beginning with the date of grant and ending no more than three (3) months prior to the date of exercise, the Grantee has, except for military service leave, sick leave or other bona fide leave of absence (such as temporary employment by the United States Government) been in the continuous employ of the Company or a parent or subsidiary thereof, except that such period of three (3) months shall be one (1) year following any termination of the Grantee's employment by reason of his permanent and total disability.
Disability of Executive The Company may terminate this Agreement without liability if Executive shall be permanently prevented from properly performing his essential duties hereunder with reasonable accommodation by reason of illness or other physical or mental incapacity for a period of more than one hundred twenty 120 consecutive days. Upon such termination, Executive shall be entitled to all accrued but unpaid Base Salary and vacation.
Permanent Disability Permanent Disability" shall mean Employee's physical or mental incapacity to perform his or her usual duties with such condition likely to remain continuously and permanently as determined by Employer.