Common use of Severance Benefits upon Termination due to Death or Disability Clause in Contracts

Severance Benefits upon Termination due to Death or Disability. If the Executive’s employment shall terminate by reason of death or Disability, the Company shall pay the Executive’s estate in the case of death or to the Executive in the case of Disability, a lump sum payment equal to the Accrued Obligations, plus a pro rata portion of the Executive’s target annual cash Incentive Compensation Award for the fiscal year that includes the Termination Date, less any payments thereof already made during such fiscal year. In addition, all equity-based Incentive Compensation Awards (including, without limitation, stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance share awards or other related awards) held by the Executive will immediately vest and, in the case of stock options or stock appreciation rights, become exercisable, and in the case of restricted stock awards, restricted stock units and similar restricted awards, all restrictions will immediately terminate. If the deceased or disabled Executive holds any performance based equity-based Incentive Compensation Awards, these will be deemed vested and any restrictions terminated and will be paid out for the entire performance period (and not pro rata) based on the higher of target performance or actual performance achieved through the Termination Date, with the discretion of the Company to adjust final payouts upward up to the respective maximum potential payout, with payment of any such performance-based awards to be made as soon as practicable following the Termination Date, but in no event later than March 15 of the calendar year following the calendar year that includes the Termination Date. The benefits and payments provided in this Section 8 shall be in addition to those rights and benefits to which the Executive’s estate or the Executive may be entitled under the applicable Company plans or programs. Except as provided in this section regarding accelerated vesting, the deceased or disabled Executive’s equity-based Incentive Compensation Awards will continue to be governed by the applicable Company equity plan.