Common use of Disability or Death Clause in Contracts

Disability or Death. (i) The Employment Term and Executive's employment hereunder shall terminate upon Executive's death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive's duties (such incapacity is hereinafter referred to as "Disability"). (ii) Upon termination of Executive's employment hereunder for either Disability or death, Executive or Executive's estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof for the fiscal year in which such termination occurs based upon the percentage of such fiscal year that shall have elapsed through the date of Executive's termination of employment (the "Pro Rata Bonus"), payable when such Annual Bonus would have otherwise been payable had Executive's employment not terminated. Following Executive's termination of employment due to death or Disability, except as set forth in this Section 7(b)(ii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive's employment hereunder shall terminate upon Executive's death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive's duties (such incapacity is hereinafter referred to as "Disability"). (ii) Upon termination of Executive's employment hereunder for either Disability or death, Executive or Executive's estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof for the fiscal in such year in which such termination occurs based upon the percentage of such the fiscal year that shall have elapsed through the date of Executive's termination of employment (the "Pro Rata Bonus")employment, payable when such Annual Bonus would have otherwise been payable had Executive's employment not terminated. Following Executive's termination of employment due to death or Disability, except as set forth in this Section 7(b)(ii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term Term, and Executive's ’s employment hereunder hereunder, shall terminate immediately upon Executive's his death and may be terminated or following delivery of a Notice of Termination by the Company to Executive if Executive becomes physically or mentally incapacitated and is therefore unable for a period of ninety (90) consecutive days or one hundred twenty (120) days during any consecutive six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive's his duties with substantially the same level of quality as immediately prior to such incapacity (such incapacity is hereinafter referred to as "“Disability"”). (ii) . Upon termination of Executive's ’s employment hereunder for either Disability or death, Executive or Executive's ’s estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof for the fiscal year in which such termination occurs based upon the percentage of such fiscal year that shall have elapsed his Base Salary through the date of termination and any earned but unpaid Bonus for any calendar year preceding the year in which the termination occurs. Executive or Executive's termination of employment ’s estate (as the "Pro Rata Bonus"), payable when such Annual Bonus would have otherwise been payable had Executive's employment not terminated. Following Executive's termination of employment due to death or Disability, except as set forth in this Section 7(b)(ii), Executive case may be) shall have no further rights to any compensation (including any Base Salary or Bonus) or any other benefits under this Agreement. All other benefits, if any, due Executive following Executive’s termination for Disability or death shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that Executive (or his estate, as the case may be) shall not participate in any severance plan, policy or program of the Company.

Disability or Death. (i) The Employment Term Term, and Executive's employment hereunder hereunder, shall terminate immediately upon Executive's his death and may be terminated or following delivery of a Notice of Termination by the Company to Executive if Executive becomes physically or mentally incapacitated and is therefore unable for a period of ninety (90) consecutive days or one hundred twenty (120) days during any consecutive six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive's his duties with substantially the same level of quality as immediately prior to such incapacity (such incapacity is hereinafter referred to as "Disability"). (ii) . Upon termination of Executive's employment hereunder for either Disability or death, Executive or Executive's estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof for the fiscal year in which such termination occurs based upon the percentage of such fiscal year that shall have elapsed his Base Salary through the date of termination and any earned but unpaid Bonus for any calendar year preceding the year in which the termination occurs. Executive or Executive's termination of employment estate (as the "Pro Rata Bonus"), payable when such Annual Bonus would have otherwise been payable had Executive's employment not terminated. Following Executive's termination of employment due to death or Disability, except as set forth in this Section 7(b)(ii), Executive case may be) shall have no further rights to any compensation (including any Base Salary or Bonus) or any other benefits under this Agreement. All other benefits, if any, due Executive following Executive's termination for Disability or death shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that Executive (or his estate, as the case may be) shall not participate in any severance plan, policy or program of the Company.

Disability or Death. (i) The Employment Term and Executive's ’s employment hereunder shall terminate upon Executive's ’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive's ’s duties (such incapacity is hereinafter referred to as "“Disability"”). (ii) Upon termination of Executive's ’s employment hereunder for either Disability or death, Executive or Executive's ’s estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof for the fiscal in such year in which such termination occurs based upon the percentage of such the fiscal year that shall have elapsed through the date of Executive's ’s termination of employment (the "Pro Rata Bonus")employment, payable when such Annual Bonus would have otherwise been payable had Executive's ’s employment not terminated. Following Executive's ’s termination of employment due to death or Disability, except as set forth in this Section 7(b)(ii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive's ’s employment hereunder shall terminate upon Executive's ’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive's ’s duties (such incapacity is hereinafter referred to as "“Disability"”). (ii) Upon termination of Executive's ’s employment hereunder for either Disability or death, Executive or Executive's ’s estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof for the fiscal year in which such termination occurs based upon the percentage of such fiscal year that shall have elapsed through the date of Executive's ’s termination of employment (the "“Pro Rata Bonus"”), payable when such Annual Bonus would have otherwise been payable had Executive's ’s employment not terminated. Following Executive's ’s termination of employment due to death or Disability, except as set forth in this Section 7(b)(ii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive's employment hereunder shall terminate upon Executive's death and may be terminated by the Company or Limited if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive's duties (such incapacity is hereinafter referred to as "Disability"). (ii) Upon termination of Executive's employment hereunder for either Disability or death, Executive or Executive's estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof for the fiscal year in which such termination occurs based upon the percentage of such fiscal year that shall have elapsed through the date of Executive's termination of employment (the "Pro Rata Bonus"), payable when such Annual Bonus would have otherwise been payable had Executive's employment not terminated. Following Executive's termination of employment due to death or Disability, except as set forth in this Section 7(b)(ii) and Section 5(d), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term and Executive's employment hereunder shall terminate upon Executive's death and may be terminated by the Company or Limited if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive's duties (such incapacity is hereinafter referred to as "Disability"). (ii) Upon termination of Executive's employment hereunder for either Disability or death, Executive or Executive's estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof for the fiscal year in which such termination occurs based upon the percentage of such fiscal year that shall have elapsed through the date of Executive's termination of employment (the "Pro Rata Bonus"), payable when such Annual Bonus would have otherwise been payable had Executive's employment not terminated. Following Executive's termination of employment due to death or Disability, except as set forth in this Section 7(b)(ii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term Term, and Executive's ’s employment hereunder hereunder, shall terminate immediately upon Executive's his death and may be terminated or following delivery of a Notice of Termination by the Company to Executive if Executive becomes physically or mentally incapacitated and is therefore unable for a period of ninety (90) consecutive days or one-hundred twenty (120) days during any consecutive six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive's his duties with substantially the same level of quality as immediately prior to such incapacity (such incapacity is hereinafter referred to as "“Disability"”). (ii) . Upon termination of Executive's ’s employment hereunder for either Disability or death, Executive or Executive's ’s estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof for the fiscal year in which such termination occurs based upon the percentage of such fiscal year that shall have elapsed his Base Salary through the date of termination and any earned but unpaid Bonus for any calendar year preceding the year in which the termination occurs. Executive or Executive's termination of employment ’s estate (as the "Pro Rata Bonus"), payable when such Annual Bonus would have otherwise been payable had Executive's employment not terminated. Following Executive's termination of employment due to death or Disability, except as set forth in this Section 7(b)(ii), Executive case may be) shall have no further rights to any compensation (including any Base Salary or Bonus) or any other benefits under this Agreement. All other benefits, if any, due Executive following Executive’s termination for Disability or death shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that Executive (or his estate, as the case may be) shall not participate in any severance plan, policy or program of the Company.

Disability or Death. (i) The Employment Term and i. Executive's employment hereunder shall terminate upon Executive's death death, and may be terminated by the Company Employer if Executive becomes physically or mentally incapacitated and is therefore unable for experiences a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive's duties (such incapacity is hereinafter referred to as "Disability"" (as such term shall be defined from time to time under Code Section 409A). Any question as to the existence of the Disability of Executive as to which Executive and the Employer cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Employer. If Executive and the Employer cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Employer and Executive shall be final and conclusive for all purposes of the Agreement. (ii) . Upon termination of Executive's employment hereunder for either Disability or death, Executive Executive, Executive's then spouse, or Executive's estate (as the case may be) ), shall be entitled to receive:receive• 4860-8859-8221 2 4 (A1) the Accrued Rights; and (B2) a pro rata portion of any Annual Bonus, if any, that the Target Bonus (calculated based on the number of days Executive would have been entitled to receive pursuant to Section 4 hereof for was employed hereunder during the fiscal calendar year in which such termination occurs based upon the percentage of such fiscal year that shall have elapsed through the date of Executive's such termination of employment (occurs, relative to the "Pro Rata Bonus"applicable full calendar year), payable when in a lump sum at the time that such an Annual Bonus (if any) would have otherwise been payable had Executive's employment not terminatednormally be paid as set forth in Section 4 hereof. Following Executive's termination of employment due to death or Disability, except as set forth in this Section 7(b)(ii), Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Disability or Death. (i) The Employment Term Term, and Executive's ’s employment hereunder hereunder, shall terminate immediately upon Executive's his death and may be terminated or following delivery of a Notice of Termination by the Company to Executive if Executive becomes physically or mentally incapacitated and is therefore unable unable, for a period of six (6) 90 consecutive months days or for an aggregate of nine (9) months in 120 days during any twentyconsecutive six-four (24) consecutive month period period, to perform Executive's his duties with substantially the same level of quality as immediately prior to such incapacity (such incapacity is hereinafter referred to as "“Disability"”). (ii) . Upon termination of Executive's ’s employment hereunder for either Disability or death, Executive or Executive's ’s estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof for the fiscal year in which such termination occurs based upon the percentage of such fiscal year that shall have elapsed his Monthly Payment through the date of termination and any earned but unpaid Bonus for any performance period which has ended on or prior to the date of termination. Executive or Executive's termination of employment ’s estate (as the "Pro Rata Bonus"), payable when such Annual Bonus would have otherwise been payable had Executive's employment not terminated. Following Executive's termination of employment due to death or Disability, except as set forth in this Section 7(b)(ii), Executive case may be) shall have no further rights to any compensation (including any Monthly Payment or Bonus) or any other employee benefits under this AgreementAgreement and, with respect to the Class A Profits Interest, the provisions of Section 9(e) shall apply. All other benefits and entitlements, if any, due Executive following Executive’s termination for Disability or death shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that Executive (or his estate, as the case may be) shall not participate in any severance plan, policy or program of the Company.

Disability or Death. (i) The Employment Term Term, and Executive's employment hereunder hereunder, shall terminate immediately upon Executive's her death and may be terminated or following delivery of a Notice of Termination by the Company to Executive if Executive becomes physically or mentally incapacitated and is therefore unable for a period of ninety (90) consecutive days or one hundred twenty (120) days during any consecutive six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive's her duties with substantially the same level of quality as immediately prior to such incapacity (such incapacity is hereinafter referred to as "Disability"). (ii) . Upon termination of Executive's employment hereunder for either Disability or death, Executive or Executive's estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof for the fiscal year in which such termination occurs based upon the percentage of such fiscal year that shall have elapsed her Base Salary through the date of termination and any earned but unpaid Bonus for any calendar year preceding the year in which the termination occurs. Executive or Executive's termination of employment estate (as the "Pro Rata Bonus"), payable when such Annual Bonus would have otherwise been payable had Executive's employment not terminated. Following Executive's termination of employment due to death or Disability, except as set forth in this Section 7(b)(ii), Executive case may be) shall have no further rights to any compensation (including any Base Salary or Bonus) or any other benefits under this the Agreement. All other benefits, if any, due Executive following Executive's termination for Disability or death shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that Executive (or her estate, as the case may be) shall not participate in any severance plan, policy or program of the Company.

Disability or Death. (i) The Employment Term and Executive's ’s employment hereunder shall terminate upon Executive's ’s death and may be terminated by the Company if Executive becomes physically or mentally incapacitated and is therefore unable for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive's ’s duties (such incapacity is hereinafter referred to as "Disability").hereinafter (ii) Upon termination of Executive's ’s employment hereunder for either Disability or death, Executive or Executive's ’s estate (as the case may be) shall be entitled to receive: (A, at the times set forth in Section 7(a)(iii) hereof, the Accrued Rights; and (B) a pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof for the fiscal year in which such termination occurs based upon the percentage of such fiscal year that shall have elapsed through the date of Executive's termination of employment (the "Pro Rata Bonus"), payable when such Annual Bonus would have otherwise been payable had Executive's employment not terminatedObligations. Following Executive's ’s termination of employment due to death or Disability, except as set forth in this Section 7(b)(ii), Executive shall have no further rights to any compensation or any other benefits in the nature of severance or termination pay or in connection with the termination of his employment. Notwithstanding the foregoing, nothing in this Section 7(b) shall affect the Executive’s right to any vested benefits under this Agreement.any employee benefit plans sponsored by the Company, including but not limited to any retirement plans. c. By the Company Without Cause or

Disability or Death. (i) The Employment Term Term, and Executive's employment hereunder hereunder, shall terminate immediately upon Executive's his death and may be terminated or following delivery of a Notice of Termination by the Company to Executive if Executive becomes physically or mentally incapacitated and is therefore unable for a period of ninety (90) consecutive days or one hundred twenty (120) days during any consecutive six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive's his duties with substantially the same level of quality as immediately prior to such incapacity (such incapacity is hereinafter referred to as "Disability"). (ii) . Upon termination of Executive's employment hereunder for either Disability or death, Executive or Executive's estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof for the fiscal year in which such termination occurs based upon the percentage of such fiscal year that shall have elapsed his Base Salary through the date of termination and any earned but unpaid Bonus for any calendar year preceding the year in which the termination occurs. Executive or Executive's termination of employment estate (as the "Pro Rata Bonus"), payable when such Annual Bonus would have otherwise been payable had Executive's employment not terminated. Following Executive's termination of employment due to death or Disability, except as set forth in this Section 7(b)(ii), Executive case may be) shall have no further rights to any compensation (including any Base Salary, stock award or Bonus) or any other benefits under this Agreement. All other benefits, if any, due Executive following Executive's termination for Disability or death shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that Executive (or his estate, as the case may be) shall not participate in any severance plan, policy or program of the Company.

Disability or Death. (i) The Employment Term Term, and Executive's ’s employment hereunder hereunder, shall terminate immediately upon Executive's her death and may be terminated or following delivery of a Notice of Termination by the Company to Executive if Executive becomes physically or mentally incapacitated and is therefore unable for a period of ninety (90) consecutive days or one-hundred twenty (120) days during any consecutive six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month period to perform Executive's her duties with substantially the same level of quality as immediately prior to such incapacity (such incapacity is hereinafter referred to as "“Disability"”). (ii) . Upon termination of Executive's ’s employment hereunder for either Disability or death, Executive or Executive's ’s estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof for the fiscal year in which such termination occurs based upon the percentage of such fiscal year that shall have elapsed her Base Salary through the date of termination and any earned but unpaid Bonus for any calendar year preceding the year in which the termination occurs. Executive or Executive's termination of employment ’s estate (as the "Pro Rata Bonus"), payable when such Annual Bonus would have otherwise been payable had Executive's employment not terminated. Following Executive's termination of employment due to death or Disability, except as set forth in this Section 7(b)(ii), Executive case may be) shall have no further rights to any compensation (including any Base Salary or Bonus) or any other benefits under this Agreement. All other benefits, if any, due Executive following Executive’s termination for Disability or death shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that Executive (or her estate, as the case may be) shall not participate in any severance plan, policy or program of the Company.

Disability or Death. (i) The Employment Term Term, and Executive's ’s employment hereunder hereunder, shall terminate immediately upon Executive's her death and may be terminated or following delivery of a Notice of Termination by the Company to Executive if Executive becomes physically or mentally incapacitated and is therefore unable for a period of [ninety (90)] consecutive days or [one-hundred twenty (120)] days during any consecutive [six (6) consecutive months or for an aggregate of nine (9) months in any twenty-four (24) consecutive month month] period to perform Executive's her duties with substantially the same level of quality as immediately prior to such incapacity (such incapacity is hereinafter referred to as "“Disability"”). (ii) . Upon termination of Executive's ’s employment hereunder for either Disability or death, Executive or Executive's ’s estate (as the case may be) shall be entitled to receive: (A) the Accrued Rights; and (B) a pro rata portion of any Annual Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof for the fiscal year in which such termination occurs based upon the percentage of such fiscal year that shall have elapsed her Base Salary through the date of termination and any earned but unpaid Bonus for any calendar year preceding the year in which the termination occurs. Executive or Executive's termination of employment ’s estate (as the "Pro Rata Bonus"), payable when such Annual Bonus would have otherwise been payable had Executive's employment not terminated. Following Executive's termination of employment due to death or Disability, except as set forth in this Section 7(b)(ii), Executive case may be) shall have no further rights to any compensation (including any Base Salary or Bonus) or any other benefits under this Agreement. All other benefits, if any, due Executive following Executive’s termination for Disability or death shall be determined in accordance with the plans, policies and practices of the Company; provided, however, that Executive (or her estate, as the case may be) shall not participate in any severance plan, policy or program of the Company.