Common use of Death or Complete Disability Clause in Contracts

Death or Complete Disability. If the Employee’s employment shall be terminated by death or Complete Disability as provided in Section 1.1.1, Company shall (i) pay to the Employee, and/or the Employee’s heirs or estate, the Employee’s base salary and accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination, less standard deductions and withholdings, (ii) pay to the Employee, and/or the Employee’s heirs or estate, “Severance” (as defined below) for a period of one year from the date of such termination, (iii) the vesting and/or exercisability of each of the Employee’s outstanding Stock Awards shall be automatically accelerated on the date of termination as to the number of Stock Awards that would vest over the twelve (12) month period following the date of termination had the Employee remained continuously employed by the Company during such period, and (iv) the Employee’s Stock Awards shall remain exercisable by the Employee and/or Employee’s heirs or estate for a period of one (1) year following the date of termination or such shorter maximum period as will not result in adverse tax consequences to the Employee and/or the Employee’s heirs or estate under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations thereunder.