Common use of Termination by Reason of Total Disability Clause in Contracts

Termination by Reason of Total Disability. In the event that the Employee’s employment under this Agreement is terminated by reason of Total Disability, GTI shall have no obligation to pay the Salary provided under this Agreement to or for the benefit of the Employee for any period after the date of such termination; provided, however, that GTI shall promptly pay to the Employee (i) all Salary earned by the Employee prior to the date of such termination, (ii) the pro rata share of any Bonus for the fiscal year in which the total disability occurred (which payment shall be made based on the assumption that GTI had met the requirement for the payment of the Target Bonus) (iii) any Benefits under any plans of GTI in which the Employee is a participant to the full extent of the Employee’s rights under such plans, and (iv) reimbursement of appropriate business and/or entertainment expenses incurred by the Employee prior to such termination and properly submitted to GTI, each such item to be paid to the date of such termination with the exception of disability benefits, which shall continue to be paid from the GTI’s insured or self-insured long-term disability plan, as the case may be, for the period specified in such plan. In the event there is a period of time during which the Employee is not being paid Salary and not receiving long-term disability payments for any reason, and conditioned upon the Employee or the Employee’s representative immediately notifying GTI in writing, the GTI Compensation Committee shall make all necessary inquiries and shall decide in its sole and absolute discretion whether GTI shall make interim payments to the Employee until the commencement of payments under the long-term disability plan.

Termination by Reason of Total Disability. In the event that the Employee’s Executive's employment under this Agreement is terminated by reason of Executive's Total DisabilityDisability pursuant to Section 5(b) hereof, GTI the Company shall have no obligation to pay Executive the Salary provided under this Agreement to or for the benefit of the Employee for any period after the date of such termination; provided, however, that GTI shall promptly pay following compensation and benefits in addition to the Employee compensation and benefits provided for in Section 6(a) above: (i) all Subject to Section 6(c)(ii) below, Executive shall be entitled to be paid: (A) his Base Salary earned by at the Employee rate in effect immediately prior to the effective date of termination on the Company's regular pay days for a period of three (3) years from the effective date of termination as if his employment had continued until the end of such three (3) year period; and (B) an aggregate amount equal to three (3) times the Bonus Average, which shall be paid in equal installments on the Company's regular pay days over the course of thirty-six (36) months from the effective date of termination, . (ii) Whenever compensation is payable to Executive under Section 6(c)(i) during a period in which he is partially or totally disabled, and such disability would (except for the pro rata share provisions hereof) entitle Executive to disability income or salary continuation payments from the Company according to the terms of any Bonus for plan or program presently maintained or hereafter established by the fiscal year in which Company, the total disability occurred (which payment income or salary continuation paid to Executive pursuant to any such plan or program shall be considered a portion of the payments required to be made based on to Executive pursuant to this Section 6(c) and shall not be in addition thereto. If disability income is payable directly to Executive by an insurance company under the assumption that GTI had met terms of an insurance policy paid for by the requirement for Company, the amounts paid to Executive by such insurance company shall be considered a portion of the payment of the Target Bonusto be made to Executive pursuant to this Section 6(c) and shall not be in addition thereto. (iii) any Benefits under any plans Executive and his dependents shall be entitled to continue to receive medical, dental and vision insurance coverage at least equal in type and amount to that made available to full-time senior executives of GTI in which the Employee is a participant Company immediately prior to the full extent of the Employee’s rights under such plans, and (iv) reimbursement of appropriate business and/or entertainment expenses incurred by the Employee prior to such termination and properly submitted to GTI, each such item to be paid to the effective date of such termination with the exception for a period of disability benefits, which shall continue to be paid three (3) years from the GTI’s insured effective date of termination, or selfuntil Executive becomes eligible for substantially equivalent employer-insured long-term disability planprovided health insurance benefits from any other person or business entity, as the case may be, for the period specified in such planwhichever occurs first. In the event there that participation in any such plan, program, or arrangement of the Company is a period of time during which the Employee is not being paid Salary and not receiving long-term disability payments for any reason, and conditioned upon the Employee or the Employee’s representative immediately notifying GTI in writingprohibited, the GTI Compensation Committee Company will arrange to provide benefits substantially similar to those benefits which Executive would have been entitled to receive under such plan, program, or arrangement, for such period. (iv) All of Executive's then outstanding options to purchase shares of the Company's common stock shall make all necessary inquiries be vested and shall decide exercisable in its sole and absolute discretion whether GTI shall make interim payments to accordance with the Employee until terms of the commencement of payments under the long-term disability planGoverning Stock Option Plan, as then in effect.

Termination by Reason of Total Disability. In the event that the Employee’s Executive's employment under this Agreement is terminated by reason of Executive's Total DisabilityDisability pursuant to Section 5(b) hereof, GTI the Company shall have no obligation to pay Executive the Salary provided under this Agreement to or for the benefit of the Employee for any period after the date of such termination; provided, however, that GTI shall promptly pay following compensation and benefits in addition to the Employee compensation and benefits provided for in Section 6(a) above: (i) all Subject to Section 6(c)(ii) below, Executive shall be entitled to be paid: (A) his Base Salary earned by at the Employee rate in effect immediately prior to the effective date of termination on the Company's regular pay days for a period of three (3) years from the effective date of termination as if his employment had continued until the end of such three (3) year period; and (B) an aggregate amount equal to three (3) times the Bonus Average, which shall be paid in equal installments on the Company's regular pay days over the course of thirty-six (36) months from the effective date of termination, . (ii) Whenever compensation is payable to Executive under Section 6(c)(i) during a period in which he is partially or totally disabled, and such disability would (except for the pro rata share provisions hereof) entitle Executive to disability income or salary continuation payments from the Company according to the terms of any Bonus for plan or program presently maintained or hereafter established by the fiscal year in which Company, the total disability occurred (which payment income or salary continuation paid to Executive pursuant to any such plan or program shall be considered a portion of the payments required to be made based on to Executive pursuant to this Section 6(c) and shall not be in addition thereto. If disability income is payable directly to Executive by an insurance company under the assumption that GTI had met terms of an insurance policy paid for by the requirement for Company, the amounts paid to Executive by such insurance company shall be considered a portion of the payment of the Target Bonusto be made to Executive pursuant to this Section 6(c) and shall not be in addition thereto. (iii) any Benefits under any plans Executive and his dependents shall be entitled to continue to receive medical, dental and vision insurance coverage at least equal in type and amount to that made available to full-time senior executives of GTI in which the Employee is a participant Company immediately prior to the full extent effective date of termination for a period of three (3) years from the effective date of termination, or until Executive becomes eligible for substantially equivalent employer-provided health insurance benefits from any other person or business entity, whichever occurs first. In the event that participation in any such plan, program, or arrangement of the Employee’s rights Company is prohibited, the Company will arrange to provide benefits substantially similar to those benefits which Executive would have been entitled to receive under such plansplan, and program, or arrangement, for such period. (iv) reimbursement All of appropriate business and/or entertainment expenses incurred by Executive's then outstanding options to purchase shares of the Employee prior to such termination Company's common stock, or following consummation of the US Reorganization Transaction, of WSI's common stock, shall be vested and properly submitted to GTI, each such item to be paid to the date of such termination exercisable in accordance with the exception terms of disability benefits, which shall continue to be paid from the GTI’s insured stock option plan of the Company or self-insured long-term disability planof WSI, as the case may be, for pursuant to which such options were granted (the period specified "Governing Stock Option Plan") as then in such plan. In the event there is a period of time during which the Employee is not being paid Salary and not receiving long-term disability payments for any reason, and conditioned upon the Employee or the Employee’s representative immediately notifying GTI in writing, the GTI Compensation Committee shall make all necessary inquiries and shall decide in its sole and absolute discretion whether GTI shall make interim payments to the Employee until the commencement of payments under the long-term disability planeffect.

Termination by Reason of Total Disability. In the event that the Employee’s 's employment under this Agreement is terminated by reason of Employee's Total DisabilityDisability as determined in accordance with Section 5(b), GTI the Company shall have no obligation to pay the Salary provided under this Agreement following amounts to or for the benefit of the Employee for any period after the date of such termination; provided, however, that GTI shall promptly pay to the Employee Employee: (i) all Any accrued but unpaid Base Salary earned by the Employee prior for services rendered to the date of such termination, (ii) the pro rata share of termination any Bonus for the fiscal year in which the total disability occurred (which payment shall be made based on the assumption that GTI had met the requirement for the payment of the Target Bonus) (iii) any Benefits under any plans of GTI in which the Employee is a participant to the full extent of the Employee’s rights under such plans, and (iv) reimbursement of appropriate business and/or entertainment accrued but unpaid expenses incurred by the Employee prior to such termination and properly submitted to GTI, each such item required to be paid reimbursed under this Agreement, any vacation accrued to the date of such termination termination. (ii) Any benefits to which Employee may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(d) hereof shall be determined and paid in accordance with the exception terms of such plans, policies and arrangements. (iii) An amount equal to (A) the Base Salary (at the rate in effect as of the date of Employee's Total Disability) which would have been payable to Employee if Employee had continued in active employment until the end of the 12-month period beginning on the date of Employee's termination; reduced by (B) the maximum annual amount of the long term disability benefits, which shall continue benefits payable to be paid from Employee under the GTI’s insured or self-insured Company's long-term disability plan, plan as determined prior to the case may be, reduction of such benefits under the terms of the plan for other disability income. Payment shall be made at the same time and in the same manner as such compensation would have been paid if Employee had remained in active employment until the end of such period. (iv) An amount equal to the Bonus which would have been payable to Employee if Employee had continued in employment until the end of the twelve (12) month period specified in such plan. In beginning on the event there is a period date of time during which the Employee is not being paid Salary and not receiving long-term disability payments for any reason, and conditioned upon the Employee's termination. (v) Employee or the Employee’s representative immediately notifying GTI 's guardian, if appropriate, shall be entitled to exercise any vested Annual Purchase Options and any Annual Purchase Options that would have vested in writing, the GTI Compensation Committee shall make all necessary inquiries and shall decide Employee if Employee had continued in its sole and absolute discretion whether GTI shall make interim payments to the Employee employment until the commencement end of payments under the long-term disability plantwelve (12) month period beginning on the date of Employee's termination.