Common use of Retirement, Disability or Death Clause in Contracts

Retirement, Disability or Death. 1. The Employment Term and Executive’s employment hereunder shall terminate upon Executive’s Retirement, Disability or Death; provided, however, that if Executive retires under circumstances that would constitute “Good Reason”, Executive shall be deemed to have terminated for “Good Reason” and be entitled to the applicable rights and benefits provided in this agreement. 2. Upon termination of Executive’s employment hereunder for either Retirement, Disability or Death, then Executive or Executive’s estate (as the case may be) shall be entitled to receive the following: a. The Accrued Rights (refer to Section II.A); and b. A prorated portion of the Targeted STIC for the current Fiscal Year, prorated based on the percentage of the current Fiscal Year that shall have elapsed through the date of termination; and c. With respect to any outstanding equity-based awards, whether “time-based” or “performance-based” vesting (including, but not limited to, any unvested options, restricted stock, restricted stock units, and performance share units) such outstanding awards shall immediately vest; and d. In the event of termination for Disability or Death, an amount, paid on the first business day of each month, equal to 100% of the applicable monthly COBRA premium under the Company’s group health plan, continued for the lesser of (i) twelve (12) months or (ii) until such COBRA coverage for Executive terminates.

Retirement, Disability or Death. 1. The Employment Term and Executive’s 's employment hereunder shall terminate upon Executive’s 's Retirement, Disability or Death; provided, however, that if Executive retires under circumstances that would constitute “"Good Reason”", Executive shall be deemed to have terminated for “"Good Reason” " and be entitled to the applicable rights and benefits provided in this agreementAgreement. 2. Upon termination of Executive’s 's employment hereunder for either Retirement, Disability or Death, then Executive or Executive’s 's estate (as the case may be) shall be entitled to receive the following: a. The Accrued Rights (refer to Section II.A); and b. A prorated portion of the Targeted STIC for the current Fiscal Year, prorated based on the percentage of the current Fiscal Year that shall have elapsed through the date of termination; and c. With respect to any outstanding equity-based awards, whether “"time-based” " or “"performance-based” " vesting (including, but not limited to, any unvested options, restricted stock, restricted stock units, and performance share units) such outstanding awards shall immediately vest; and d. In the event of termination for Disability or Death, an amount, paid on the first business day of each month, equal to 100% of the applicable monthly COBRA premium under the Company’s 's group health plan, continued for the lesser of (i) twelve (12) months or (ii) until such COBRA coverage for Executive terminates.