Common use of Effect of Death or Disability Clause in Contracts

Effect of Death or Disability. 6.01 In the event of the death of the Executive during the Period of Employment, the legal representative of the Executive’s estate shall be entitled to receive a lump sum payment equal to the sum of (i) the Executive’s annual Base Salary and annual Target Bonus amount and (ii) the Fair Market Value of the shares subject to any equity-based compensation awards forfeited as a result of the Executive’s death, less the exercise price, if any, of such forfeited awards. Such payment shall be made as soon as reasonably practical following the Executive’s death, and in no event later than the later of (i) the end of the calendar year in which the Executive’s death occurs or (ii) 2½ months after the Executive’s death. Such payment will be without prejudice to any other payments or benefits, if any, due hereunder in respect of the Executive’s death or pursuant to any other plans, agreements or arrangements with the Company. 6.02 The term “Disability,” as used in this Agreement, means a “disability” as defined in Section 409A of the Code. In the event of the Disability of the Executive during the Period of Employment, the Executive shall continue to receive the full compensation, benefits and perquisites provided for in this Agreement for the period of such Disability or the balance of the Period of Employment, whichever is less, reduced by any other payments made to the Executive pursuant to any disability, illness or accident plan of the Company or any affiliate.