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This excerpt taken from the DIS 8-K filed Oct 6, 2005. Indemnification Agreement”), which shall continue and full force and effect in accordance with its terms.
(a) Early Termination of the Employment Period. Notwithstanding Paragraph 1, the Employment Period shall end upon the earliest to occur of (i) Executive’s death, (ii) a Termination due to Disability, (iii) a Termination for Cause, (iv) a Termination Without Cause or (v) a Termination for Good Reason. If the Employment Period terminates as of a date specified under this Paragraph 6, Executive agrees that, upon written request from the Company, he shall resign from the Board, effective immediately following receipt of such request from the Company (or at such later date as the Company may specify).
(i) In the event of Executive’s death during the Employment Period or a Termination due to Disability, Executive or his beneficiaries or legal representatives shall be
provided the Earned Compensation and the Vested Benefits, including, but not limited to, any such Vested Benefits that are or become payable under any Company plan, policy, practice or program or any contract or agreement with the Company by reason of Executive’s death or Termination due to Disability. In the event of the Executive’s death during the Employment Period or a Termination due to Disability all Stock Units granted pursuant to Paragraph 4 shall become fully vested and payable to Executive or his beneficiaries or legal representatives in accordance with the terms of Paragraph 4(d) hereof; provided, however, that if such Disability is not a disability within the meaning of Section 409A of the Internal Revenue Code, distribution in respect of such Stock Units shall not be made until six months and one day following Executive’s termination of employment if such delay is necessary to avoid the imposition on Executive with respect to the Stock Units of an additional income tax under such Section 409A (it being understood that the parties believe that the Stock Units are not subject to Section 409A of the Code). Additionally, options granted to Executive prior to 2005 that would have become vested under Section 10(c) of the Current Agreement shall become exercisable in full and remain exercisable for the period specified in the applicable option agreements. (ii) In the event of Executive’s Termination for Cause, Executive shall be provided the Earned Compensation and the Vested Benefits. (iii) In the event of a Termination Without Cause or a Termination for Good Reason, Executive shall be provided the Earned Compensation, the Severance Payment and the Vested Benefits. (iv) In the event of a Termination Without Cause or Termination for Good Reason, any restricted stock awards and unvested stock units (the “ |
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