Death or Termination by the Company for Disability. If the employment of the Executive should terminate during the Term due to his death or at the election of the Company due to Disability, then the Company will pay or provide to the Executive (or his estate, if applicable):
(i) any earned and accrued but unpaid installment of Base Salary through the Date of Termination payable in accordance with the Company’s normal payroll practices;
(ii) reimbursement for any unreimbursed business expenses incurred through the Date of Termination in accordance with Sections 4(e) and 14(l)(ii);
(iii) all other applicable payments or benefits to which the Executive shall be entitled under, and paid or provided in accordance with, the terms of any applicable arrangement, plan or program under Section 4(d) through the Date of Termination (collectively, Sections 6(a)(i) through 6(a)(iii), payable in accordance with this Section 6(a), shall be hereafter referred to as the “Accrued Benefits”);
(iv) any accrued but unpaid Annual Bonus for the year prior to the year of termination;
(v) accelerated vesting of all unvested time-based vesting shares of equity or equity based awards (including, without limitation, any deferred cash based award that was granted or was scheduled to be granted and the One-Time Award) (collectively, the “Vesting Benefits”) (for the avoidance of doubt, performance-based equity or equity based awards shall be governed by the terms of the applicable award agreement, provided that such performance based awards shall continue to remain outstanding until the end of the applicable performance period and Executive shall vest in a pro rata portion of such performance based awards based on the length of time Executive was employed during the performance period multiplied by the actual performance for the entire period (with any subjective performance measures with respect to executive’s performance measured at target); and
(vi) a pro-rated Annual Bonus for the year in which the Date of Termination occurs, payable at the time and in the manner set forth in Section 3(b) (the “Pro Rata Incentives”).
Death or Termination by the Company for Disability. If the employment of the Executive should terminate during the Term due to her death or at the election of the Company due to Disability, then the Company will pay or provide to the Executive (or the person designated under Section 14(i), if applicable):
(i) Any earned and accrued but unpaid installment of Base Salary through the Date of Termination payable in accordance with the Company’s normal payroll practices;
(ii) reimbursement for any unreimbursed business expenses incurred through the Date of Termination in accordance with Sections 4(d) and 14(l)(ii);
(iii) all other applicable payments or benefits to which the Executive shall be entitled under, and paid or provided in accordance with, the terms of any applicable arrangement, plan or program under Section 4(c) (collectively, Sections 6(a)(i) through 6(a)(iii), payable in accordance with this Section 6(a), shall be hereafter referred to as the “Accrued Benefits”);
(iv) and any accrued but unpaid Annual Cash Bonus for the year prior to the year of termination, payable when the applicable Annual Cash Bonus for such year would have otherwise been paid. In addition, upon the date of any such termination (A) the Retention Grant and any previously granted Annual Stock Bonus shall become fully vested and all restrictions thereon shall lapse (B) the applicable performance measurement calculations shall be performed in accordance with the OPP Plan, resulting awards shall be granted to Executive and vest over the time period set forth in the OPP Plan.
Death or Termination by the Company for Disability. If the employment of the Executive should terminate due to his death or at the election of the Company due to Disability, then the Company will pay or provide to the Executive (or his estate, if applicable):
(i) any earned and accrued but unpaid installment of Base Salary through the Date of Termination payable in accordance with the Company’s normal payroll practices;
(ii) reimbursement for any unreimbursed business expenses incurred through the Date of Termination in accordance with Sections 4(d) and 14(l)(ii);
(iii) all other applicable payments or benefits to which the Executive shall be entitled under, and paid or provided in accordance with, the terms of any applicable arrangement, plan or program under Section 4(c) through the Date of Termination (collectively, Sections 6(a)(i) through 6(a)(iii), payable in accordance with this Section 6(a), shall be hereafter referred to as the “Accrued Benefits”);
(iv) any earned (but for any continuing employment conditions) but unpaid Annual Bonus for the year prior to the year in which the Date of Termination occurs, calculated based on actual performance and paid in cash on a fully vested basis when bonuses are paid to similarly situated executives;
(v) a pro-rata Annual Bonus for the year in which the Date of Termination Occurs, (1) if the Date of Termination occurs during the first quarter of the Company’s applicable fiscal year, at the target level, or (2) if the Date of Termination does not occur during the first quarter of the Company’s applicable fiscal year, based on actual performance through the Date of Termination measured against adjusted performance goals through such date to the extent such performance goals can be reasonably prorated, as determined in the reasonable discretion of the Board, and in each case (A) paid in a lump sum in cash on a fully vested basis when bonuses are paid to similarly situated executives and (B) pro-rated based on the proportion of the fiscal year the Executive was employed by the Company during the fiscal year in which the Date of Termination occurs (collectively, Sections 6(a)(iv) and 6(a)(v) shall hereafter be referred to as the “Additional Benefits”); and
(vi) subject to Sections 6(f) and 14(l)(iv) and (v), (1) accelerated vesting of all time-based vesting equity or equity-based awards as if all employment conditions were met and all restrictions thereon shall lapse and (2) accelerated vesting of all performance-based equity or equity-based awards subject to the ac...
Death or Termination by the Company for Disability. If the employment of the Executive should terminate during the Term due to his death or at the election of the Company due to Disability, then the Company will pay or provide to the Executive (or the person designated under Section 16(i), if applicable):
(i) any earned and accrued but unpaid installment of Base Salary through the Date of Termination payable in accordance with the Company’s normal payroll practices;
(ii) reimbursement, in accordance with Section 4(d) of the insurance premium for the calendar year prior to the year in which such termination occurs to the extent not previously reimbursed;
(iii) payment for any accrued but unused vacation in accordance with Company policy;
(iv) reimbursement for any unreimbursed business expenses incurred through the Date of Termination in accordance with Sections 5 (d)(iii) and 16(m)(ii);
(v) payment of any accrued but unpaid tax indemnification payments due pursuant to Sections 4(d) and 5 (d)(ii); and
(vi) all other applicable payments or benefits to which the Executive shall be entitled under, and paid or provided in accordance with, the terms of any applicable arrangement, plan or program under Section 5(c) (collectively, Sections 7(a)(i) through 7(a)(vi), payable in accordance with this Section 7(a), shall be hereafter referred to as the “Accrued Benefits”);
