Common use of Death or Termination by the Company for Disability Clause in Contracts

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 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 Awardgranted) (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 his death or at the election of the Company due to Disability, then the Company will pay or provide to the Executive (or his estatethe person designated under Section 15(i), if applicable):) the following: (i) any 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)(ii15(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(d4(c) through the Date of Termination (collectively, all amounts, expenses, payments or benefits reflected in Sections 6(a)(i) through 6(a)(iii), payable in accordance with this Section 6(a), 6(b)(i) or 6(d), 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 any such termination for death or Disability (vA) accelerated vesting the Promotion Share Grant and any previously granted Annual Stock Bonus shall become fully vested and all restrictions thereon shall lapse on the termination date, subject to the achievement 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, applicable performance-based equity or equity based awards vesting criteria prior to the termination date and (B) the Promotion Cash Grant 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 paid 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 full within thirty (with any subjective performance measures with respect to executive’s performance measured at target); and (vi30) a pro-rated Annual Bonus for the year in which days following the Date of Termination occurs, payable at the time and in the manner set forth in Section 3(b) (the “Pro Rata Incentives”)Termination.

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 shall pay or provide to the Executive (or his estatethe person designated under Section 15(i), if applicable):) the following: (i) any 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)(ii15(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(d4(c) through the Date of Termination (collectively, all amounts, expenses, payments or benefits reflected in Sections 6(a)(i) through 6(a)(iii), payable in accordance with this Section 6(a), 6(b)(i) or 6(d), shall be hereafter referred to as the “Accrued Benefits”); (iv) and any earned and 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 (v) accelerated had the Executive remained employed by the Company through the payment date thereof). In addition, upon any such termination due to the Executive’s death or Disability, a prorated number of shares underlying the Executive’s then-outstanding and unvested portion of an Equity Award shall become vested, determined by multiplying the number of shares subject to such Equity Award by a fraction, the numerator of which is the number of whole months elapsed from the date of grant of the Equity Award until the date of the Executive’s termination of employment and the denominator of which is the total number of whole months in the applicable vesting period for such Equity Award; and if an outstanding Equity Award is to vest and/or the amount of all unvested time-based vesting shares of equity or equity based awards (including, without limitation, any deferred cash based the award that was granted or was scheduled to vest is to be granted and determined based on the One-Time Award) (collectivelyachievement of performance criteria, the “Vesting Benefits”) (for the avoidance of doubt, performance-based equity or equity based awards then such Equity Award shall be governed by the terms of the applicable award agreement, provided that subject to such performance based awards shall continue to remain outstanding until the end of pro rata vesting for 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 period, assuming the performance period multiplied by the actual performance criteria had been achieved at target levels for the entire such 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 occurstogether, payable at the time and in the manner set forth in Section 3(b) (the “Pro Rata IncentivesVesting”).

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 and Allowance 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(e4(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(d4(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 accrued but unpaid Annual Bonus for the year prior to the year of termination; (vA) accelerated vesting of all unvested time-based vesting shares of equity Restricted Stock and unvested OP Units granted by the Company or equity the GNL Advisor (but excluding those issued by the REIT, which issuances shall be governed by the terms thereof) subject to service conditions based awards on the Executive’s continued service and (includingB) pro rata daily vesting, without limitationthrough the Date of Termination, any deferred cash based award that was granted or was scheduled to be granted of the vesting tranche in progress for the Equity Compensation and the One-Time Award) Profits Allocation (collectively, the “Vesting Benefits”); (vi) (for the avoidance of doubt, performance-based equity or equity based awards shall be governed any accrued but unpaid Incentive Bonus earned by the terms Executive prior to termination (including any OP Units received in respect of the applicable award agreementIncentive Bonus, provided that such performance based awards shall continue to remain outstanding until the end of “Incentive Compensation”), payable at the applicable performance period time 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)manner set forth in Section 3; and (vivii) a pro-rated Annual Incentive 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) 3 (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 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):) the following: (i) any 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(e4(d) and 14(l)(ii13(l)(ii); (iii) the aggregate value of all accrued but unused vacation days then available to the Executive paid within sixty (60) days after the Date of Termination; (iv) 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(d4(c) through the Date of Termination (collectively, Sections 6(a)(i) through 6(a)(iii6(a)(iv), payable in accordance with this Section 6(a), shall be hereafter referred to as the “Accrued Benefits”); (ivv) the product of (A) the target Annual Cash Bonus otherwise payable to the Executive for the year of termination times (B) a fraction, the numerator of which is the number of days from and including January 1 of the year of termination to and including the Date of Termination, and the denominator of which is 365, payable when the applicable Annual Cash Bonus for such year would have otherwise been paid (the “Pro-Rata Bonus”); and (vi) 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 (v) accelerated vesting of all unvested time-based vesting shares of equity or equity based awards (includingnotwithstanding Section 3(c)(iii), without limitation, in the event any deferred cash based award that was granted or was scheduled to be granted such termination occurs in 2015 and the One-Time Award2014 Annual Cash Bonus has been accrued but is unpaid, such amount will be payable in cash). In addition, upon the date of any such termination (A) (collectivelythe Promotion Grants granted hereunder, the “Vesting Benefits”Parent Stock grant granted under Section 3(b)(ii) of the Initial Agreement, and any previously granted Annual Stock Bonus shall become fully vested and all restrictions thereon shall lapse, and (for B) the avoidance of doubtapplicable performance measurement calculations shall be performed in accordance with the OPP Plan, performance-based equity or equity based resulting awards shall be governed by the terms of the applicable award agreement, provided that such performance based awards shall continue granted to remain outstanding until the end of the applicable performance period Executive 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 over the time and in the manner period set forth in Section 3(b) (the “Pro Rata Incentives”)OPP Plan.