Common use of Termination as a Result of Executive’s Death or Disability Clause in Contracts

Termination as a Result of Executive’s Death or Disability. Executive’s employment hereunder shall terminate automatically upon Executive’s death and may be terminated by the Employer upon Executive’s “Disability” (as hereinafter defined). If Executive’s employment hereunder is terminated by reason of Executive’s death or Disability, Executive’s (or Executive’s estate’s) right to benefits under this Agreement will terminate as of the date of such termination and all of the Employer’s obligations hereunder shall immediately cease and terminate, except that (i) Executive or Executive’s estate, as the case may be, will be entitled to receive accrued Base Salary and benefits through the date of termination and (ii) all outstanding unvested equity awards issued to Executive by the Employer shall vest in full upon such termination of employment. As used herein, Executive’s “Disability” shall have the meaning set forth in any long-term disability plan in which Executive participates, and in the absence thereof shall mean the determination in good faith by the Board that, due to physical or mental illness, Executive shall have failed to perform his duties on a full-time basis hereunder for one hundred eighty (180) consecutive days and shall not have returned to the performance of his duties hereunder on a full-time basis before the end of such period. If Disability has occurred, termination of Executive’s employment hereunder shall occur within thirty (30) days after written notice of such termination is given (which notice may be given before the end of the one hundred eighty (180) day period described above so as to cause termination of employment to occur as early as the last day of such period).

Termination as a Result of Executive’s Death or Disability. Executive’s employment hereunder shall terminate automatically upon Executive’s death and may be terminated by the Employer upon Executive’s “Disability” (as hereinafter defined). If Executive’s 's employment hereunder is terminated by reason of Executive’s death 's Disability (as hereinafter defined) or Disabilitydeath, Executive’s 's (or Executive’s 's estate’s's) right to benefits under this Agreement will terminate as of the date of such termination and all of the Employer’s Company's obligations hereunder shall immediately cease and terminate, except that (i) Executive or Executive’s 's estate, as the case may be, will be entitled to receive accrued Base Salary and benefits through the date of termination and as well as any pro-rated share (iibased on the period of actual employment) all outstanding unvested equity awards issued of any bonus under the AICP that Executive would have been entitled to Executive had he worked the full year during which the termination occurred, provided that where Executive's bonus is subject to individual criteria the allocation shall be made by the Employer shall vest Executive's immediate supervisor taking into account historical bonus amounts, such payment to be made in full upon such within forty-five (45) days following the determination of the amount thereof (but in no case later than ninety (90) days after the close of the termination of employmentyear) and in accordance with the Company's normal payroll practices and procedures (and no part shall be contributed to a retirement or deferred compensation mechanism). As used herein, Executive’s “Disability” 's Disability shall have the meaning set forth in any long-term disability plan in which Executive participates, and in the absence thereof shall mean the determination in good faith by the Board that, due to physical or mental illness, Executive shall have failed to perform his duties on a full-time basis hereunder for one hundred eighty (180) consecutive days and shall not have returned to the performance of his duties hereunder on a full-time basis before the end of such period. If , and if Disability has occurred, occurred termination of Executive’s employment hereunder shall occur within thirty (30) days after written notice of such termination is given (which notice may be given before the end of the one hundred eighty (180) day period described above so as to cause termination of employment to occur as early as the last day of such period).

Termination as a Result of Executive’s Death or Disability. Executive’s employment hereunder shall terminate automatically upon Executive’s death and may be terminated by the Employer upon Executive’s “Disability” (as hereinafter defined). If Executive’s employment hereunder is terminated by reason of Executive’s death or DisabilityDisability pursuant to Section 6(a)(i), Executive’s the Company shall (or Executive’s estate’sA) right pay to benefits under this Agreement will terminate as of the date of such termination and all of the Employer’s obligations hereunder shall immediately cease and terminate, except that (i) Executive or Executive’s estatebeneficiaries, as applicable, all Accrued Obligations, (B) except as otherwise provided in this Section 6(d)(iii), all outstanding unvested LTIP awards granted to Executive prior to the case may beTermination Date shall immediately become fully vested as of the Termination Date; provided, however, that if any such LTIP awards are subject to a performance requirement (other than continued service by Executive) that has not been satisfied and certified by the Board (or a committee thereof) prior to the Termination Date, then only a pro rata portion of such LTIP awards shall become fully vested upon satisfaction of such performance requirement (other than continued service by Executive) and certification thereof by the Board (or a committee thereof), which pro rata portion shall be (i) equal to a fraction, the numerator of which is the number of days during the applicable performance period immediately prior to the Termination Date and the denominator of which is the total number of days during such performance period and (ii) vested and paid no later than the 15th day of the third calendar month following the last day of the applicable performance period, and (C) Executive will be entitled to receive accrued Base Salary a pro rata portion of the Annual Incentive Award for the Bonus Year in which the Termination Date occurs, which shall be paid upon satisfaction of the Company performance goals (other than continued service by Executive) for the applicable Bonus Year and benefits through certification thereof by the date Board (or a committee thereof), which pro rata portion shall be (i) equal to a fraction, the numerator of termination which is the number of days during the applicable Bonus Year immediately prior to the Termination Date and the denominator of which is the total number of days during such performance period and (ii) all outstanding unvested equity awards issued to Executive by paid no later than the Employer shall vest in full upon such termination of employment. As used herein, Executive’s “Disability” shall have the meaning set forth in any long-term disability plan in which Executive participates, and in the absence thereof shall mean the determination in good faith by the Board that, due to physical or mental illness, Executive shall have failed to perform his duties on a full-time basis hereunder for one hundred eighty (180) consecutive days and shall not have returned to the performance of his duties hereunder on a full-time basis before the end of such period. If Disability has occurred, termination of Executive’s employment hereunder shall occur within thirty (30) days after written notice of such termination is given (which notice may be given before the end 15th day of the one hundred eighty (180) day period described above so as to cause termination of employment to occur as early as third calendar month following the last day of such period).the applicable Bonus Year;

Termination as a Result of Executive’s Death or Disability. Executive’s employment hereunder shall terminate automatically upon Executive’s death and may be terminated by the Employer upon Executive’s “Disability” (as hereinafter defined). If Executive’s employment hereunder is terminated by reason of Executive’s death or Disability, Executive’s (or Executive’s estate’s) right to benefits under this Agreement will terminate as of the date of such termination and all of the Employer’s obligations hereunder shall immediately cease and terminate, except that (i) Executive or Executive’s estate, as the case may be, will be entitled to receive accrued Base Salary and benefits through the date of termination and termination, (ii) all outstanding unvested equity awards issued to Executive by the Employer shall vest in full upon such termination of employment, and (iii) if this Section 5(a) is applicable in the first twelve calendar months of Executive’s employment under this Agreement, Employer will pay to Executive a pro rata bonus based on Executive’s days of employment, on a per diem basis, payable at Employer’s target level. As used herein, Executive’s “Disability” shall have the meaning set forth in any long-term disability plan in which Executive participates, and in the absence thereof shall mean the determination in good faith by the Board that, due to physical or mental illness, Executive shall have failed to perform his Executive’s duties on a full-time basis hereunder for one hundred eighty (180) consecutive days and shall not have returned to the performance of his Executive’s duties hereunder on a full-time basis before the end of such period. If Disability has occurred, termination of Executive’s employment hereunder shall occur within thirty (30) days after written notice of such termination is given (which notice may be given before the end of the one hundred eighty (180) day period described above so as to cause termination of employment to occur as early as the last day of such period).

Termination as a Result of Executive’s Death or Disability. Executive’s employment hereunder shall terminate automatically upon Executive’s death and may be terminated by the Employer upon Executive’s “Disability” (as hereinafter defined). If Executive’s employment hereunder is terminated by reason of Executive’s death or Disability, Executive’s (or Executive’s estate’s) right to benefits under this Agreement will terminate as of the date of such termination and all of the Employer’s obligations hereunder shall immediately cease and terminate, except that (i) Executive or Executive’s estate, as the case may be, will be entitled to receive accrued Base Salary and benefits through the date of termination and termination, (ii) all outstanding unvested equity awards issued to Executive by the Employer shall vest in full upon such termination of employment, and (iii) if this Section 5(a) is applicable in the first twelve calendar months of Executive’s employment under this Agreement, Employer will pay to Executive a pro rata bonus based on Executive’s days of employment, on a per diem basis, payable at Employer’s target level. As used herein, Executive’s “Disability” shall have the meaning set forth in any long-term disability plan in which Executive participates, and in the absence thereof shall mean the determination in good faith by the Board that, due to physical or mental illness, Executive shall have failed to perform his duties on a full-time basis hereunder for one hundred eighty (180) consecutive days and shall not have returned to the performance of his duties hereunder on a full-time basis before the end of such period. If Disability has occurred, termination of Executive’s employment hereunder shall occur within thirty (30) days after written notice of such termination is given (which notice may be given before the end of the one hundred eighty (180) day period described above so as to cause termination of employment to occur as early as the last day of such period).

Termination as a Result of Executive’s Death or Disability. Executive’s 's employment hereunder shall terminate automatically upon Executive’s 's death and may be terminated by the Employer upon Executive’s “'s "Disability” " (as hereinafter defined). If Executive’s 's employment hereunder is terminated by reason of Executive’s 's death or Disability, Executive’s 's (or Executive’s 's estate’s's) right to benefits under this Agreement will terminate as of the date of such termination and all of the Employer’s 's obligations hereunder shall immediately cease and terminate, except that (i) Executive or Executive’s 's estate, as the case may be, will be entitled to receive accrued Base Salary and benefits through the date of termination and (ii) all outstanding unvested equity awards issued to Executive by the Employer shall vest in full upon such termination of employment. As used herein, Executive’s “'s "Disability” " shall have the meaning set forth in any long-term disability plan in which Executive participates, and in the absence thereof shall mean the determination in good faith by the Board that, due to physical or mental illness, Executive shall have failed to perform his duties on a full-time basis hereunder for one hundred eighty (180) consecutive days and shall not have returned to the performance of his duties hereunder on a full-time basis before the end of such period. If Disability has occurred, termination of Executive’s 's employment hereunder shall occur within thirty (30) days after written notice of such termination is given (which notice may be given before the end of the one hundred eighty (180) day period described above so as to cause termination of employment to occur as early as the last day of such period).

Termination as a Result of Executive’s Death or Disability. Executive’s employment hereunder shall terminate automatically upon Executive’s death and may be terminated by the Employer upon Executive’s “Disability” (as hereinafter defined). If Executive’s employment hereunder is terminated by reason of Executive’s death Disability (as hereinafter defined) or Disabilitydeath, Executive’s (or Executive’s estate’s) right to benefits under this Agreement will terminate as of the date of such termination and all of the EmployerCompany’s obligations hereunder shall immediately cease and terminate, except that (i) Executive or Executive’s estate, as the case may be, will be entitled to receive accrued Base Salary and benefits through the date of termination and as well as any pro-rated share (iibased on the period of actual employment) all outstanding unvested equity awards issued of Executive’s target bonus under the AICP for the year during which the termination occurs, such payment to Executive by the Employer shall vest be made in full upon such within forty-five (45) days of the date of termination of employmentand in accordance with the Company’s normal payroll practices and procedures (and no part shall be contributed to a retirement or deferred compensation mechanism). As used herein, Executive’s “Disability” Disability shall have the meaning set forth in any long-term disability plan in which Executive participates, and in the absence thereof shall mean the determination in good faith by the Board that, due to physical or mental illness, Executive shall have failed to perform his duties on a full-time basis hereunder for one hundred eighty (180) consecutive days and shall not have returned to the performance of his duties hereunder on a full-time basis before the end of such period. If , and if Disability has occurred, occurred termination of Executive’s employment hereunder shall occur within thirty (30) days after written notice of such termination is given (which notice may be given before the end of the one hundred eighty (180) day period described above so as to cause termination of employment to occur as early as the last day of such period).

Termination as a Result of Executive’s Death or Disability. Executive’s employment hereunder shall terminate automatically upon Executive’s death Death and may be terminated by the Employer upon Executive’s “Disability” (as hereinafter defined). If Executive’s employment hereunder is terminated by reason of Executive’s death or Disability, Executive’s (or Executive’s estate’s) right to benefits under this Agreement will terminate as of the date of such termination and all of the Employer’s obligations hereunder shall immediately cease and terminate, except that (i) Executive or Executive’s estate, as the case may be, will be entitled to receive accrued Base Salary and benefits through the date of termination and (ii) all outstanding unvested equity awards issued to Executive by the Employer shall vest in full upon such termination of employmenttermination. As used herein, Executive’s “Disability” Disability shall have the meaning set forth in any long-term disability plan in which Executive participates, and in the absence thereof shall mean the determination in good faith by the Board that, due to physical or mental illness, Executive shall have failed to perform his duties on a full-time basis hereunder for one hundred eighty (180) consecutive days and shall not have returned to the performance of his duties hereunder on a full-time basis before the end of such period. If Disability has occurred, termination of Executive’s employment hereunder shall occur within thirty (30) days after written notice of such termination is given (which notice may be given before the end of the one hundred eighty (180) day period described above so as to cause termination of employment to occur as early as the last day of such period).

Termination as a Result of Executive’s Death or Disability. Executive’s employment hereunder shall terminate automatically upon Executive’s death and may be terminated by the Employer upon Executive’s “Disability” (as hereinafter defined). If Executive’s employment hereunder is terminated by reason as a result of Executive’s death or DisabilityDisability pursuant to Section 8(a)(i), Executive’s the Company shall (or Executive’s estate’sA) right pay to benefits under this Agreement will terminate as of the date of such termination and all of the Employer’s obligations hereunder shall immediately cease and terminate, except that (i) Executive or Executive’s estatebeneficiaries, as applicable, all Accrued Obligations, (B) except as otherwise provided in this Section 8(d)(iii), cause all outstanding unvested LTIP awards granted to Executive prior to the case may beTermination Date shall immediately become fully vested as of the Termination Date; provided, however, that if any such LTIP awards are subject to a performance requirement (other than continued service by Executive) that has not been satisfied and certified by the Board (or a committee thereof) prior to the Termination Date, then only a pro rata portion of such LTIP awards shall become fully vested upon satisfaction of such performance requirement (other than continued service by Executive) and certification thereof by the Board (or a committee thereof), which pro rata portion shall be (i) equal to a fraction, the numerator of which is the number of days during the applicable performance period immediately prior to the Termination Date and the denominator of which is the total number of days during such performance period and (ii) vested and paid no later than the 15th day of the third calendar month following the last day of the applicable performance period, and (C) Executive will be entitled to receive accrued Base Salary a pro rata portion of the Annual Incentive Award for the Bonus Year in which the Termination Date occurs, which shall be paid upon satisfaction of the Company performance goals (other than continued service by Executive) for the applicable Bonus Year and benefits through certification thereof by the date Board (or a committee thereof), which pro rata portion shall be (i) equal to a fraction, the numerator of termination which is the number of days during the applicable Bonus Year immediately prior to the Termination Date and the denominator of which is the total number of days during such performance period and (ii) all outstanding unvested equity awards issued to Executive by paid no later than the Employer shall vest in full upon such termination of employment. As used herein, Executive’s “Disability” shall have the meaning set forth in any long-term disability plan in which Executive participates, and in the absence thereof shall mean the determination in good faith by the Board that, due to physical or mental illness, Executive shall have failed to perform his duties on a full-time basis hereunder for one hundred eighty (180) consecutive days and shall not have returned to the performance of his duties hereunder on a full-time basis before the end of such period. If Disability has occurred, termination of Executive’s employment hereunder shall occur within thirty (30) days after written notice of such termination is given (which notice may be given before the end 15th day of the one hundred eighty (180) day period described above so as to cause termination of employment to occur as early as third calendar month following the last day of such period).the applicable Bonus Year;

Termination as a Result of Executive’s Death or Disability. Executive’s employment hereunder shall terminate automatically upon Executive’s death and may be terminated by the Employer upon Executive’s “Disability” (as hereinafter defined). If Executive’s employment hereunder is terminated by reason of Executive’s death Disability (as hereinafter defined) or Disabilitydeath, Executive’s (or Executive’s estate’s) right to benefits under this Agreement will terminate as of the date of such termination and all of the EmployerCompany’s obligations hereunder shall immediately cease and terminate, except that (i) Executive or Executive’s estate, as the case may be, will be entitled to receive accrued Base Salary and benefits through the date of termination and as well as any pro-rated share (iibased on the period of actual employment) all outstanding unvested equity awards issued of any bonus under the AICP that Executive would have been entitled to Executive had he worked the full year during which the termination occurred, provided that where Executive’s bonus is subject to individual criteria the allocation shall be made by the Employer shall vest Executive’s immediate supervisor taking into account historical bonus amounts, such payment to be made in full upon such within forty-five (45) days following the determination of the amount thereof (but in no case later than ninety (90) days after the close of the termination of employmentyear) and in accordance with the Company’s normal payroll practices and procedures (and no part shall be contributed to a retirement or deferred compensation mechanism). As used herein, Executive’s “Disability” Disability shall have the meaning set forth in any long-term disability plan in which Executive participates, and in the absence thereof shall mean the determination in good faith by the Board that, due to physical or mental illness, Executive shall have failed to perform his duties on a full-time basis hereunder for one hundred eighty (180) consecutive days and shall not have returned to the performance of his duties hereunder on a full-time basis before the end of such period. If , and if Disability has occurred, occurred termination of Executive’s employment hereunder shall occur within thirty (30) days after written notice of such termination is given (which notice may be given before the end of the one hundred eighty (180) day period described above so as to cause termination of employment to occur as early as the last day of such periodperiod ).