Common use of Separation from Service as a Result of Death or Disability Clause in Contracts

Separation from Service as a Result of Death or Disability. In the event of any severance of the Executive’s service with the Company during the Term as a result of the Executive’s death or Disability, the Company shall pay to or provide the Executive (or the Executive’s heirs) with the following compensation and benefits: (i) Any earned but unpaid Base Salary up to and including the Date of Separation from Service, payable in accordance with the Company’s customary payroll procedures; (ii) Any earned but unpaid Annual Incentive Compensation for the last completed calendar year during the Term, which Annual Incentive Compensation shall be determined (A) in accordance with the Company’s annual incentive plan, (B) utilizing the Threshold Annual Incentive Compensation Percentage, Maximum Annual Incentive Compensation Percentage, Target Annual Incentive Compensation Percentage and performance criteria previously established by the Board and the Executive’s Direct Supervisor for such completed calendar year in accordance with Section 4.1(b) and (C) by the Board and the Executive’s Direct Supervisor (1) without the exercise by the Board or the Executive’s Direct Supervisor of any discretionary adjustment to such Annual Incentive Compensation and (2) with the Board and the Executive’s Direct Supervisor ascribing to any individual evaluation of the Executive the same result as occurs based upon the Company’s performance under its annual incentive plan, and which Annual Incentive Compensation shall be payable within 15 business days of the Date of Separation from Service; (iii) A cash sum equal to the Target Annual Incentive Compensation Percentage of the Executive’s Base Salary as of the Date of Separation from Service multiplied by a fraction (x) the numerator of which is the number of calendar days elapsed in the calendar year up to and including the Date of Separation from Service and (y) the denominator of which is 365, payable within 15 business days of the Date of Separation from Service; (iv) Any unreimbursed business expenses incurred by the Executive in the performance of his duties for the Company prior to the Date of Separation from Service, upon receipt by the Company of documentation in such form as customarily required by the Company to report business expenses, payable in accordance with the Company’s customary business expense reimbursement procedures; (v) The Executive’s Base Salary for any vacation days accrued and unused (determined in accordance with Company policy) by the Executive from the immediately preceding January 1st until the Date of Separation from Service, payable in accordance with the Company’s customary payroll procedures; (vi) Any housing expense reimbursement payable in accordance with Section 4.1(d) until the earlier of (A) the end of the lease for the Executive’s residence in Bermuda or (B) the three month anniversary of the Date of Separation from Service, payable in accordance with the Company’s customary business housing allowance reimbursement procedures; (vii) Reimbursement for the reasonable cost of the preparation of the Executive’s home country federal and state income tax returns by KPMG, or an alternate tax preparation service provider elected by the Executive and approved by the Company, for the calendar year during which the Date of Separation from Service occurred; provided that the maximum amount of tax preparation expense reimbursable by the Company pursuant hereto shall be $2,500 and the Company shall have received from the Executive satisfactory written substantiation for such tax expenses, which reimbursement shall be payable on within 15 business days after the submission to the Company of satisfactory written substantiation for such tax expenses; (viii) Any proper and reasonable expense reimbursement relating to the relocation of the Executive’s residence from Bermuda, in the event the Executive and the Executive’s family relocate their permanent residence from Bermuda during the 12 months immediately following the Date of Separation from Service, which relocation expense reimbursement shall be made in a manner agreeable to the Company and the Executive and subject to receipt by the Company of satisfactory written substantiation for such relocation expenses, which reimbursement shall be payable within 15 business days after the submission to the Company of satisfactory written substantiation for such relocation expenses; and (ix) Any other benefits available to employees of the Company generally, through and including the Date of Separation from Service, payable or deliverable in accordance with the terms and conditions applicable to such benefits.

Separation from Service as a Result of Death or Disability. In the event of any severance of the Executive’s service with the Company during the Term as a result of the Executive’s death or Disability, the Company shall pay to or provide the Executive (or the Executive’s heirs) with the following compensation and benefits: (i) Any earned but unpaid Base Salary up to and including the Date of Separation from Service, payable in accordance with the Company’s customary payroll procedures; (ii) Any earned but unpaid Annual Incentive Compensation for the last completed calendar year during the Term, which Annual Incentive Compensation shall be determined (A) in accordance with the Company’s annual incentive plan, (B) utilizing the Threshold Annual Incentive Compensation Percentage, Maximum Annual Incentive Compensation Percentage, Target Annual Incentive Compensation Percentage and performance criteria previously established by the Board and the Executive’s Direct Supervisor for such completed calendar year in accordance with Section 4.1(b) and (C) by the Board and the Executive’s Direct Supervisor (1) without the exercise by the Board or the Executive’s Direct Supervisor of any discretionary adjustment to such Annual Incentive Compensation and (2) with the Board and the Executive’s Direct Supervisor ascribing to any individual evaluation of the Executive the same result as occurs based upon the Company’s performance under its annual incentive plan, and which Annual Incentive Compensation shall be payable within 15 business days of the six month anniversary of the Date of Separation from Service; (iii) A cash sum equal to the Target Annual Incentive Compensation Percentage of the Executive’s Base Salary as of the Date of Separation from Service multiplied by a fraction (x) the numerator of which is the number of calendar days elapsed in the calendar year up to and including the Date of Separation from Service and (y) the denominator of which is 365, payable within 15 business days of the six month anniversary of the Date of Separation from Service; (iv) Any unreimbursed business expenses incurred by the Executive in the performance of his duties for the Company prior to the Date of Separation from Service, upon receipt by the Company of documentation in such form as customarily required by the Company to report business expenses, payable in accordance with the Company’s customary business expense reimbursement procedures; (v) The Executive’s Base Salary for any vacation days accrued and unused (determined in accordance with Company policy) by the Executive from the immediately preceding January 1st until the Date of Separation from Service, payable in accordance with the Company’s customary payroll procedures; (vi) Any housing expense reimbursement payable in accordance with Section 4.1(d) until the earlier of (A) the end of the lease for the Executive’s residence in Bermuda or (B) the three month anniversary of the Date of Separation from Service, payable in accordance with the Company’s customary business housing allowance reimbursement procedures; (vii) Reimbursement for the reasonable cost of the preparation of the Executive’s home country federal and state income tax returns by KPMG, or an alternate tax preparation service provider elected by the Executive and approved by the Company, for the calendar year during which the Date of Separation from Service occurred; provided that the maximum amount of tax preparation expense reimbursable by the Company pursuant hereto shall be $2,500 and the Company shall have received from the Executive satisfactory written substantiation for such tax expenses, which reimbursement shall be payable on within the later to occur of the six month anniversary of the Date of Separation from Service or 15 business days after the submission to the Company of satisfactory written substantiation for such tax expenses; (viii) Any proper and reasonable expense reimbursement relating to the relocation of the Executive’s residence from Bermuda, in the event the Executive and the Executive’s family relocate their permanent residence from Bermuda during the 12 months immediately following the Date of Separation from Service, which relocation expense reimbursement shall be made in a manner agreeable to the Company and the Executive and subject to receipt by the Company of satisfactory written substantiation for such relocation expenses, which reimbursement shall be payable within 15 on the later to occur of the six month anniversary of the Date of Separation from Service or15 business days after the submission to the Company of satisfactory written substantiation for such relocation expenses; and (ix) Any other benefits available to employees of the Company generally, through and including the Date of Separation from Service, payable or deliverable in accordance with the terms and conditions applicable to such benefits.

Separation from Service as a Result of Death or Disability. In the event of any severance of the Executive’s service with the Company during the Term as a result of the Executive’s death or Disability, the Company shall pay to or provide the Executive (or the Executive’s heirs) with the following compensation and benefits: (i) Any earned but unpaid Base Salary up to and including the Date of Separation from Service, payable in accordance with the Company’s customary payroll procedures; (ii) Any earned but unpaid Annual Incentive Compensation for In the last completed calendar year during event the TermDate of Separation from Service is after December 31, which Annual Incentive Compensation shall be determined (A) in accordance with the Company’s annual incentive plan2010, (B) utilizing the Threshold Annual Incentive Compensation Percentage, Maximum Annual Incentive Compensation Percentage, Target Annual Incentive Compensation Percentage and performance criteria previously established by the Board and a cash sum equal to 125% of the Executive’s Direct Supervisor for such completed calendar year in accordance with Section 4.1(b) and (C) by the Board and the Executive’s Direct Supervisor (1) without the exercise by the Board or the Executive’s Direct Supervisor of any discretionary adjustment to such Annual Incentive Compensation and (2) with the Board and the Executive’s Direct Supervisor ascribing to any individual evaluation Base Salary as of the Executive the same result as occurs based upon the Company’s performance under its annual incentive planDate of Separation, and which Annual Incentive Compensation cash sum shall be payable within 15 on the first business days day after the six month anniversary of the Date of Separation from Service; (iii) A cash sum equal to the Target Annual Incentive Compensation Percentage 125% of the Executive’s Base Salary as of the Date of Separation from Service multiplied by a fraction (x) the numerator of which is the number of calendar days elapsed in the calendar year up to and including the Date of Separation from Service and (y) the denominator of which is 365, which cash sum shall be payable within 15 on the first business days day after the six month anniversary of the Date of Separation from Service; (iv) Any unreimbursed business expenses incurred by the Executive in the performance of his duties for the Company prior to the Date of Separation from Service, upon receipt by the Company of documentation in such form as customarily required by the Company to report business expenses, payable in accordance with the Company’s customary business expense reimbursement procedures; (v) The Executive’s Base Salary for any vacation days accrued and unused (determined in accordance with Company policy) by the Executive from the immediately preceding January 1st until the Date of Separation from Service, payable in accordance with the Company’s customary payroll procedures; (vi) Any housing expense reimbursement payable in accordance with Section 4.1(d3.1(c) until the earlier of (A) the end of the lease for the Executive’s residence in Bermuda or (B) the three month anniversary of the Date of Separation from Service, payable in accordance with the Company’s customary business housing allowance reimbursement procedures; (viivi) Reimbursement for the reasonable cost of the preparation of the Executive’s home country federal and state income tax returns by KPMG, or an alternate tax preparation service provider elected by the Executive and approved by the Company, for the calendar year during which the Date of Separation from Service occurred; provided that the maximum amount of tax preparation expense reimbursable by the Company pursuant hereto shall be $2,500 3,600 and the Company shall have received from the Executive satisfactory written substantiation for such tax expenses, which reimbursement shall be payable on within the later to occur of the first business day after the six month anniversary of the Date of Separation from Service or 15 business days after the submission to the Company of satisfactory written substantiation for such tax expenses, but in no event later than December 31st of the calendar year following the calendar year during which the Date of Separation from Service occurred; (viiivii) Any proper and reasonable expense reimbursement relating to the relocation of the Executive’s residence from Bermuda, in the event the Executive and the Executive’s family relocate their permanent residence from Bermuda during the 12 months immediately following the Date of Separation from Service, which relocation expense reimbursement shall be made in a manner agreeable to the Company and the Executive and subject to receipt by the Company of satisfactory written substantiation for such relocation expenses, which reimbursement shall be payable within on the later to occur of the first business day after the six month anniversary of the Date of Separation from Service or 15 business days after the submission to the Company of satisfactory written substantiation for such relocation expenses, but in no event later than December 31st of the calendar year following the calendar year during which the Date of Separation from Service occurred; and (ixviii) Any other benefits available to employees of the Company generally, through and including the Date of Separation from Service, payable or deliverable in accordance with the terms and conditions applicable to such benefits.

Separation from Service as a Result of Death or Disability. In the event of any severance of the Executive’s service with the Company during the Term as a result of the Executive’s death or Disability, the Company shall pay to or provide the Executive (or the Executive’s heirs) with the following compensation and benefits: (i) Any earned but unpaid Base Salary up to and including the Date of Separation from Service, payable in accordance with the Company’s customary payroll procedures; (ii) Any earned but unpaid Annual Incentive Compensation for the last completed calendar year during the Term, which Annual Incentive Compensation shall be determined (A) in accordance with the Company’s annual incentive plan, (B) utilizing the Threshold Annual Incentive Compensation Percentage, Maximum Annual Incentive Compensation Percentage, Target Annual Incentive Compensation Percentage and performance criteria previously established by the Board and the Executive’s Direct Supervisor for such completed calendar year in accordance with Section 4.1(b) and (C) by the Board and the Executive’s Direct Supervisor (1) without the exercise by the Board or the Executive’s Direct Supervisor of any discretionary adjustment to such Annual Incentive Compensation and (2) with the Board and the Executive’s Direct Supervisor ascribing to any individual evaluation of the Executive the same result as occurs based upon the Company’s performance under its annual incentive plan, and which Annual Incentive Compensation shall be payable within 15 business days of the Date of Separation from Service; (iii) A cash sum equal to the Target Annual Incentive Compensation Percentage of the Executive’s Base Salary as of the Date of Separation from Service multiplied by a fraction (x) the numerator of which is the number of calendar days elapsed in the calendar year up to and including the Date of Separation from Service and (y) the denominator of which is 365, payable within 15 business days of the Date of Separation from Service; (iv) Any unreimbursed business expenses incurred by the Executive in the performance of his duties for the Company prior to the Date of Separation from Service, upon receipt by the Company of documentation in such form as customarily required by the Company to report business expenses, payable in accordance with the Company’s customary business expense reimbursement procedures; (v) The Executive’s Base Salary for any vacation days accrued and unused (determined in accordance with Company policy) by the Executive from the immediately preceding January 1st until the Date of Separation from Service, payable in accordance with the Company’s customary payroll procedures; (vi) Any housing expense reimbursement payable in accordance with Section 4.1(d) until the earlier of (A) the end of the lease for the Executive’s residence in Bermuda or (B) the three month anniversary of the Date of Separation from Service, payable in accordance with the Company’s customary business housing allowance reimbursement procedures; (vii) Reimbursement for the reasonable cost of the preparation of the Executive’s home country federal and state income tax returns by KPMG, or an alternate tax preparation service provider elected by the Executive and approved by the Company, for the calendar year during which the Date of Separation from Service occurred; provided that the maximum amount of tax preparation expense reimbursable by the Company pursuant hereto shall be $2,500 and the Company shall have received from the Executive satisfactory written substantiation for such tax expenses, which reimbursement shall be payable on within 15 business days after the submission to the Company of satisfactory written substantiation for such tax expenses; (viii) Any proper and reasonable expense reimbursement relating to the relocation of the Executive’s residence from Bermuda, in the event the Executive and the Executive’s family relocate their permanent residence from Bermuda during the 12 months immediately following the Date of Separation from Service, which relocation expense reimbursement shall be made in a manner agreeable to the Company and the Executive and subject to receipt by the Company of satisfactory written substantiation for such relocation expenses, which reimbursement shall be payable within 15 business days after the submission to the Company of satisfactory written substantiation for such relocation expenses; and (ix) Any other benefits available to employees of the Company generally, through and including the Date of Separation from Service, payable or deliverable in accordance with the terms and conditions applicable to such benefits, including but not limited to the proceeds of any supplemental accidental death and dismemberment policy purchased for the benefit of the Executive pursuant to Section 4.1(l).

Separation from Service as a Result of Death or Disability. In the event of any severance of the Executive’s service with the Company during the Term as a result of the Executive’s death or Disability, the Company shall pay to or provide the Executive (or the Executive’s heirs) with the following compensation and benefits: (i) Any earned but unpaid Base Salary up to and including the Date of Separation from Service, payable in accordance with the Company’s customary payroll procedures; (ii) Any earned but unpaid Annual Incentive Compensation for the last completed calendar year during the Term, which Annual Incentive Compensation shall be determined (A) in accordance with the Company’s annual incentive plan, (B) utilizing the Threshold Annual Incentive Compensation Percentage, Maximum Annual Incentive Compensation Percentage, Target Annual Incentive Compensation Percentage and performance criteria previously established by the Board and the Executive’s Direct Supervisor for such completed calendar year in accordance with Section 4.1(b) and (C) by the Board and the Executive’s Direct Supervisor (1) without the exercise by the Board or the Executive’s Direct Supervisor of any discretionary adjustment to such Annual Incentive Compensation and (2) with the Board and the Executive’s Direct Supervisor ascribing to any individual evaluation of the Executive the same result as occurs based upon the Company’s performance under its annual incentive plan, and which Annual Incentive Compensation shall be payable within 15 business days of the Date of Separation from Service; (iii) A cash sum equal to the Target Annual Incentive Compensation Percentage of the Executive’s Base Salary as of the Date of Separation from Service multiplied by a fraction (x) the numerator of which is the number of calendar days elapsed in the calendar year up to and including the Date of Separation from Service and (y) the denominator of which is 365, payable within 15 business days of the Date of Separation from Service; (iv) Any unreimbursed business expenses incurred by the Executive in the performance of his duties for the Company prior to the Date of Separation from Service, upon receipt by the Company of documentation in such form as customarily required by the Company to report business expenses, payable in accordance with the Company’s customary business expense reimbursement procedures; (v) The Executive’s Base Salary for any vacation days accrued and unused (determined in accordance with Company policy) by the Executive from the immediately preceding January 1st until the Date of Separation from Service, payable in accordance with the Company’s customary payroll procedures; (vi) Any housing expense reimbursement payable in accordance with Section 4.1(d) until the earlier of (A) the end of the lease for the Executive’s residence in Bermuda or (B) the three month anniversary of the Date of Separation from Service, payable in accordance with the Company’s customary business housing allowance reimbursement procedures; (vii) Reimbursement for the reasonable cost of the preparation of the Executive’s home country federal and state income tax returns by KPMG, or an alternate tax preparation service provider elected by the Executive and approved by the Company, for the calendar year during which the Date of Separation from Service occurred; provided that the maximum amount of tax preparation expense reimbursable by the Company pursuant hereto shall be $2,500 and the Company shall have received from the Executive satisfactory written substantiation for such tax expenses, which reimbursement shall be payable on within 15 business days after the submission to the Company of satisfactory written substantiation for such tax expenses; (viii) Any proper and reasonable expense reimbursement relating to the relocation of the Executive’s residence from Bermuda, in the event the Executive and the Executive’s family relocate their permanent residence from Bermuda during the 12 months immediately following the Date of Separation from Service, which relocation expense reimbursement shall be made in a manner agreeable to the Company and the Executive and subject to receipt by the Company of satisfactory written substantiation for such relocation expenses, which reimbursement shall be payable within 15 business days after the submission to the Company of satisfactory written substantiation for such relocation expenses; and (ixvii) Any other benefits available to employees of the Company generally, through and including the Date of Separation from Service, payable or deliverable in accordance with the terms and conditions applicable to such benefits.

Separation from Service as a Result of Death or Disability. In the event of any severance of the Executive’s service with the Company during the Term as a result of the Executive’s death or Disability, the Company shall pay to or provide the Executive (or the Executive’s heirs) with the compensation and benefits described in Section 6.4(a) and the following additional compensation and benefits: (i) Any earned but unpaid Base Salary up to and including the Date of Separation from Service, payable in accordance with the Company’s customary payroll procedures; (ii) Any earned but unpaid Annual Incentive Compensation for the last completed calendar year during the Term, which Annual Incentive Compensation shall be determined (A) in accordance with the Company’s annual incentive plan, (B) utilizing the Threshold Annual Incentive Compensation Percentage, Maximum Annual Incentive Compensation Percentage, Target Annual Incentive Compensation Percentage and performance criteria previously established by the Board and the Executive’s Direct Supervisor for such completed calendar year in accordance with Section 4.1(b) and (C) by the Board and the Executive’s Direct Supervisor (1) without the exercise by the Board or the Executive’s Direct Supervisor of any discretionary adjustment to such Annual Incentive Compensation and (2) with the Board and the Executive’s Direct Supervisor ascribing to any individual evaluation of the Executive the same result as occurs based upon the Company’s performance under its annual incentive plan, and which Annual Incentive Compensation shall be payable within 15 business days of the Date of Separation from Service; (iiiii) A cash sum equal to the Target Annual Incentive Compensation Percentage of the Executive’s Base Salary as of the Date of Separation from Service multiplied by a fraction (x) the numerator of which is the number of calendar days elapsed in the calendar year up to and including the Date of Separation from Service and (y) the denominator of which is 365, payable within 15 business days of the Date of Separation from Service; (iv) Any unreimbursed business expenses incurred by the Executive in the performance of his duties for the Company prior to the Date of Separation from Service, upon receipt by the Company of documentation in such form as customarily required by the Company to report business expenses, payable in accordance with the Company’s customary business expense reimbursement procedures; (v) The Executive’s Base Salary for any vacation days accrued and unused (determined in accordance with Company policy) by the Executive from the immediately preceding January 1st until the Date of Separation from Service, payable in accordance with the Company’s customary payroll procedures; (vi) Any housing expense reimbursement payable in accordance with Section 4.1(d) until the earlier of (A) the end of the lease for the Executive’s residence in Bermuda or (B) the three month anniversary of the Date of Separation from Service, payable in accordance with the Company’s customary business housing allowance reimbursement procedures; (viiiii) Reimbursement for the reasonable cost of the preparation of the Executive’s home country federal and state income tax returns by KPMG, or an alternate a tax preparation service provider elected by the Executive and approved by the Company, for the calendar year during which the Date of Separation from Service occurred; provided that the maximum amount of tax preparation expense reimbursable by the Company pursuant hereto shall be $2,500 3,600 and the Company shall have received from the Executive satisfactory written substantiation for such tax expenses, which reimbursement shall be payable on within 15 business days after the submission to the Company of satisfactory written substantiation for such tax expenses;; and (viiiiv) Any proper and reasonable expense reimbursement relating to the relocation of the Executive’s residence from Bermuda, in the event the Executive and the Executive’s family relocate their permanent residence from Bermuda during the 12 months immediately following the Date of Separation from Service, which relocation expense reimbursement shall be made in a manner agreeable to the Company and the Executive and subject to receipt by the Company of satisfactory written substantiation for such relocation expenses, which reimbursement shall be payable within 15 business days after the submission to the Company of satisfactory written substantiation for such relocation expenses; and (ix) Any other benefits available to employees of the Company generally, through and including the Date of Separation from Service, payable or deliverable in accordance with the terms and conditions applicable to such benefits.