Common use of Disability or Death Prior to a Change in Control Clause in Contracts

Disability or Death Prior to a Change in Control. In the event of (i) the Participant’s Termination of Service due to Disability or death or (ii) death following Retirement, in each case, prior to both the Determination Date and a Change in Control, a number of SELTPP Units equal to the Target SELTPP Award shall immediately and fully vest effective as of the date of the Participant’s Termination of Service due to Disability or the date of the Participant’s death, as applicable. The Settlement Date shall occur as soon as reasonably practicable (and in no event more than forty-five (45) days) following the Participant’s death or date of Termination of Service due to Disability; provided, however, that, notwithstanding the foregoing, if the Award constitutes non-qualified deferred compensation subject to Section 409A of the Code, in the event of the Participant’s Termination of Service due to Disability, the Settlement Date shall be the first day of 20XX on which the Applicable Exchange is open for trading (or, if earlier, as soon as reasonably practicable (and in no event more than forty-five (45) days) following the Participant’s death). If a Participant is eligible for Retirement as of the date of Termination from Service due to Disability, the provisions of this Agreement relating to Retirement as set forth below shall apply, regardless of whether he or she otherwise meets the requirements for Disability.