Common use of Termination as a result of Executive’s Death; Termination by Company due to Disability Clause in Contracts

Termination as a result of Executive’s Death; Termination by Company due to Disability. If Executive’s employment hereunder and this Agreement is terminated by the Company as a result of Executive’s Disability or as a result of Executive’s death, the Company will pay or provide Executive (i) the Accrued Amounts (which amounts shall be paid at the same time such amounts would otherwise be paid pursuant to Section 4.3(a) hereof), together with any benefits required to be paid or provided in the event of Executive’s death or Disability under applicable law, (ii) a pro-rata Annual Bonus for the fiscal year in which termination occurs equal to the Annual Bonus that Executive would have earned determined based on actual performance for the full fiscal year, multiplied by a fraction, the numerator of which is the number of days in the current year up to the date of termination and the denominator of which is 360, payable at the same time that annual bonuses for the fiscal year of termination would otherwise be provided pursuant to Section 3.2 hereof (the “Pro-Rata Bonus”), and (iii) any Annual Bonus that has been determined for the prior completed fiscal year but not yet paid, which amount shall be paid at the same time it otherwise would be provided pursuant to Section 3.2 hereof, (the “Accrued Bonus”). In addition, if Executive’s employment is terminated by the Company as a result of Executive’s Disability or as a result of Executive’s death, any outstanding Equity Awards issued to Executive under this Agreement which have not yet vested shall immediately vest and shall no longer be subject to forfeiture.