Common use of Death or Disability Clause in Contracts

Death or Disability. If, during the Term, Executive’s employment shall terminate by reason of Executive’s death or Disability, the Company shall pay to Executive (or his designated beneficiary or estate, as the case may be) the prorated portion of any Target Bonus (as defined below) Executive would have received for the year of termination of employment. Such amount shall be paid on the date when such amounts would otherwise have been payable to the Executive if Executive’s employment with the Company had not terminated as determined in accordance with the terms and conditions of the applicable short-term incentive plan of the Company.

Death or Disability. If, during If the Term, Executive’s employment shall terminate is terminated by reason of the Executive’s death or DisabilityDisability during the Employment Period, the Company shall pay to Executive (or his designated beneficiary or estate, as the case may be) the prorated portion of any Target Bonus (as defined below) Executive would have received for the year of termination of employment. Such amount shall be paid on the date when such amounts would otherwise have been payable Accrued Obligations to the Executive if or the Executive’s employment with estate or legal representative, as applicable, in a lump sum in cash within 30 days after the Date of Termination. In such event, the Company had not terminated as determined in accordance shall have no further obligations under this Agreement or otherwise to or with respect to the Executive; and for any entitlements under the terms and conditions of any other plans or programs of the applicable short-term incentive plan of Company in which the CompanyExecutive participated and under which the Executive has become entitled to a benefit.

Death or Disability. If, during the Term, Executive’s 's employment ------------------- shall terminate by reason of Executive’s 's death or Disability, the Company shall pay to Executive (or his designated beneficiary or estate, as the case may be) the prorated portion of any Target Bonus (as defined below) Executive would have received for the year of termination of employment. Such amount shall be paid on within 30 days of the date when such amounts would otherwise have been payable to the Executive if Executive’s 's employment with the Company had not terminated as determined in accordance with the terms and conditions of the applicable short-term incentive plan of the Companyterminated.

Death or Disability. If, during If the Term, Executive’s employment shall terminate is terminated by reason of the Executive’s death or DisabilityDisability during the Term, the Company shall pay to Executive (or his designated beneficiary or estate, as the case may be) the prorated portion of any Target Bonus (as defined below) Executive would have received for the year of termination of employment. Such amount shall be paid on the date when such amounts would otherwise have been payable Accrued Obligations to the Executive if or the Executive’s employment estate or legal representative, as applicable, in a lump-sum payment (subject to applicable taxes and withholding) not later than the next regularly scheduled pay period following the Date of Termination, and, following the Date of Termination, the Company shall provide the Executive with the Company had not terminated Accrued Benefits as determined in accordance with the terms and conditions of the applicable short-term incentive plan of the Companywhen due.

Death or Disability. If, during the Term, Executive’s 's employment shall terminate by reason of Executive’s 's death or Disability, the Company shall pay to Executive (or his designated beneficiary or estate, as the case may be) the prorated portion of any Target Bonus (as defined below) Executive would have received for the year of termination of employment. Such amount shall be paid on within 30 days of the date when such amounts would otherwise have been payable to the Executive if Executive’s 's employment with the Company had not terminated as determined in accordance with the terms and conditions of the applicable short-term incentive plan of the Companyterminated.

Death or Disability. If, during If the Term, Executive’s employment shall terminate is terminated by reason of the Executive’s death or DisabilityDisability during the Employment Period, the Company shall pay to Executive (or his designated beneficiary or estate, as the case may be) the prorated portion of any Target Bonus (as defined below) Executive would have received for the year of termination of employment. Such amount shall be paid on the date when such amounts would otherwise have been payable Accrued Obligations to the Executive if or the Executive’s employment with estate or legal representative, as applicable, in a lump sum in cash within 30 days after the Date of Termination. In such event, the Company had not terminated as determined in accordance shall have no further obligations under this Agreement or otherwise to or with respect to the Executive other than for any entitlements under the terms and conditions of any other plans or programs of the applicable short-term incentive plan of Company in which the CompanyExecutive participated and under which the Executive has become entitled to a benefit.

Death or Disability. If, during If the Term, Executive’s employment shall terminate by reason of with the Company terminates due to the Executive’s death or DisabilityDisability (as defined below), the Company shall pay to Executive (or his designated beneficiary or her estate, executor, administrator or trustee, as the case may be) shall be entitled to receive (i) the prorated portion of Accrued Obligations and (ii) any Target earned but unpaid Annual Bonus (as defined below) Executive would have received for the fiscal year prior to the fiscal year of termination of employment. Such amount shall be paid on the date when such amounts would otherwise have been payable to the Executive if Executive’s employment with the Company had not terminated as determined in accordance with which the terms and conditions of Termination Date occurs (the applicable short-term incentive plan of the Company“Prior Year Bonus”).

Death or Disability. If, during the Term, Executive’s employment shall terminate by reason of Executive’s death or Disability, the Company shall pay to Executive (or his designated beneficiary or estate, as the case may be) the prorated portion of any Target Bonus (as defined below) Executive would have received for the year of termination of employment. Such amount shall be paid on within 30 days of the date when such amounts would otherwise have been payable to the Executive if Executive’s employment with the Company had not terminated as determined in accordance with the terms and conditions of the applicable short-term incentive plan of the Companyterminated.

Death or Disability. If, during If the Term, Executive’s 's employment shall terminate by reason is terminated as a result of Executive’s his death or Disability, the Company shall pay to the Executive (or his designated beneficiary or estate, as the case may beapplicable, (i) the prorated all previously earned and accrued Base Salary, (ii) a pro-rated portion of any Target the Bonus based upon the number of days actually employed during the fiscal year in which such termination occurred (payable as defined below) Executive and when such Bonus would have received been determined but for the year of termination of employment. Such amount shall be paid on termination), and (iii) his Base Salary and other benefits (excluding any Bonus) during the 3 months following the date when of such amounts would otherwise have been payable to the Executive if Executive’s employment with the Company had not terminated as determined in accordance with the terms and conditions of the applicable short-term incentive plan of the Companytermination.

Death or Disability. If, during the Term, Executive’s employment shall terminate by reason of Executive’s death or Disability, the Company shall pay to Executive (or his designated beneficiary or estate, as the case may be) the prorated portion of any Target Bonus (as defined below) Executive would have received for the year of termination of employment. Such amount shall be paid on the date when such amounts would otherwise have been payable to the Executive if If Executive’s employment with the Company had not terminated terminates as determined a result of his death or his disability, then Executive shall be entitled to receive (i) the Base Termination Benefit and (ii) a cash bonus equal to his target bonus payable with respect to the year in accordance which the Date of Termination occurs, with such amounts paid no later than the terms and conditions 15th day of the applicable short-term incentive plan third month following the later of (A) the end of the Company’s fiscal year, or (B) the end of the calendar year, of the Date of Termination.

Death or Disability. If, during If the Term, Executive’s employment shall terminate is terminated by reason of the Executive’s death or DisabilityDisability during the Employment Period, the Company shall pay to Executive (or his designated beneficiary or estate, as the case may be) the prorated portion of any Target Bonus (as defined below) Executive would have received for the year of termination of employment. Such amount shall be paid on the date when such amounts would otherwise have been payable no further obligations to the Executive if or his legal representatives, as applicable, under this Agreement or otherwise other than for the payment of the amounts and provision of the benefits set forth below: (i) payment of Annual Base Salary through the end of the month in which the Executive’s employment with the Company had not terminated as determined Date of Termination occurs; (ii) payment of other amounts, entitlements or benefits, if any, in accordance with the terms and conditions of the applicable short-term incentive plan plans, programs, arrangements or other agreements of the Company.

Death or Disability. If, during the Term, Executive’s employment shall terminate terminates by reason of Executive’s death or Disability, the Company shall pay to Executive (or his her designated beneficiary or estate, as the case may be) the prorated portion of any Target Bonus (as defined below) Executive would have received for the year of termination of employment. Such amount shall be paid on within thirty (30) days of the date when such amounts would otherwise have been payable to the Executive if Executive’s employment with the Company had not terminated terminated, as determined in accordance with the terms and conditions of the applicable short-term incentive plan of the Company.

Death or Disability. If, during the Term, the Executive’s employment shall terminate by reason of the Executive’s death or Disability, the Company shall pay to the Executive (or his designated beneficiary or estate, as the case may be) the prorated portion of any Target Accrued Obligations, plus the Annual Bonus (as defined below) the Executive would have received for the year of termination of employmentemployment assuming maximum individual and Company performance (the “Maximum Annual Bonus”), prorated, on a per diem basis, for the number of days in the year of the termination of employment during which the Executive was employed by the Company. Such The Company will pay such amount shall be paid to the Executive on the date when that such amounts amount would otherwise have been payable to the Executive if the Executive’s employment with the Company had not terminated as determined in accordance with the terms and conditions of the applicable short-term incentive plan of the Companyterminated.

Death or Disability. If, during the Term, Executive’s employment shall terminate by reason of Executive’s death or Disability, the Company shall pay to Executive (or his designated beneficiary or estate, as the case may be) the prorated portion of any Target Bonus (as defined below) Executive would have received for the year of termination of employment. Such amount shall be paid on the date when such amounts would otherwise have been payable to the Executive if If Executive’s employment with the Company had is terminated due to his death or Disability (defined below), Executive shall have no further rights against the Company, except for the right to receive (a) any unpaid Base Salary with respect to the period prior to the effective date of termination, (b) any vacation (but not terminated as determined in accordance with personal holidays) that Executive has accrued, but not used, prior to the terms effective date of termination and conditions (c) any earned but unpaid bonus due to Executive for any fiscal year of the applicable short-term incentive plan Company that has been completed as of the Companyeffective date of termination.

Death or Disability. If, during the Term, Executive’s employment shall terminate by reason of Executive’s death or Disability, the Company shall pay to Executive (or his her designated beneficiary or estate, as the case may be) the prorated portion of any Target Bonus (as defined below) Executive would have received for the year of termination of employment. Such amount shall be paid on the date when such amounts would otherwise have been payable to the Executive if Executive’s employment with the Company had not terminated as determined in accordance with the terms and conditions of the applicable short-term incentive plan of the Company.

Death or Disability. If, during the Term, If Executive’s employment shall terminate is terminated by reason of Executive’s death or Disability, the Company shall pay to Executive : (or his designated beneficiary or estate, as the case may bei) the prorated portion of any Target Bonus (as defined below) Executive would have received for the year of termination of employment. Such amount The Accrued Obligations shall be paid on the date when such amounts would otherwise have been payable to the Executive if Executive’s employment with estate or beneficiaries or to Executive, as applicable, in cash within forty-five (45) days of the Company had not terminated as determined Date of Termination and the Pro-Rated Performance Bonus shall be paid in accordance with the terms and conditions of the applicable short-term incentive plan of the CompanySection 2(b)(ii); (ii) The Other Benefits shall be paid or provided to Executive’s estate or beneficiaries or to Executive, as applicable, on a timely basis.

Death or Disability. If, during the Term, Executive’s employment shall terminate by reason of Executive’s death or Disability, the Company shall pay to Executive (or his designated beneficiary or estate, as the case may be) the prorated portion of any Target the 2017 Bonus (as defined below) Executive would have received for the 2017 calendar year of termination of employment(or the 2018 calendar year if the Termination Date does not occur prior to January 1, 2018). Such amount shall be paid on the date when such amounts would otherwise have been payable to the Executive if Executive’s employment with the Company had not terminated as determined in accordance with the terms and conditions of the applicable short-term incentive plan of the Companythis Agreement.

Death or Disability. If, during the Term, Executive’s employment shall terminate by reason of Executive’s death or Disability, the Company shall pay to Executive (or his designated beneficiary or estate, as the case may be) the prorated portion of any Target Bonus (as defined below) Executive would have received for the year of termination of employment. Such amount shall be paid on the date when such amounts would otherwise have been payable to the Executive if Executive’s employment with the Company had not terminated as determined in accordance with the terms and conditions of the applicable short-term incentive plan of the Company.

Death or Disability. If, during the Term, If Executive’s employment shall terminate by reason of Executive’s death or Disability, the Company shall pay to Executive (or his designated beneficiary or estate, as the case may be) the prorated portion of any Target Bonus (as defined below) Executive would have received for the year of termination of employment. Such amount shall be paid on the date when such amounts would otherwise have been payable to the Executive if Executive’s 's employment with the Company had is terminated due to his death or Disability (defined below), Executive shall have no further rights against the Company, except for the right to receive (a) any unpaid Base Salary with respect to the period prior to the effective date of termination, (b) any vacation (but not terminated as determined in accordance with personal holidays) that Executive has accrued, but not used, prior to the terms effective date of termination and conditions (c) any earned but unpaid bonus due to Executive for any fiscal year of the applicable short-term incentive plan Company that has been completed as of the Companyeffective date of termination.