Common use of Termination by Death or Disability Clause in Contracts

Termination by Death or Disability. (a) Should the Executive die during the term of employment, the Company shall be obligated to pay any salary and benefits to which the Executive may be entitled until the end of the bi-weekly payroll period in which the death occurs, and the Company shall pay to the Executive’s personal representatives amounts equal to and payable at the same time as the installments of Base Salary theretofore regularly paid to the Executive for a period of twelve (12) months beginning as of the date of death. In addition, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of death, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. The Company shall have no further liability to the Executive under this Agreement. (b) Should the Executive be unable to perform substantially all duties of employment required under this Agreement for 90 consecutive days because of a physical or mental disability, the Company shall then have the right to terminate the Executive’s employment by giving the Executive thirty (30) days’ notice. After the date of termination, the Company shall pay to the Executive or the Executive’s personal representatives amounts equal to and payable at the same time as the installments of Base Salary theretofore regularly paid to the Executive for a period of twelve (12) months beginning as of the date of termination. In addition, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of such termination, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. A condition of disability under this Agreement shall be determined by the Compensation Committee of the Board on the basis of (i) the Executive being unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) the Executive, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.

Termination by Death or Disability. (a) Should If the Executive die during dies or becomes Disabled, as defined in Section 9(e), prior to the term expiration of employmentthe Employment Term, the Company Executive’s employment will terminate and the Executive, or in the case of death, the Executive’s beneficiary, or if none, the Executive’s estate, shall be obligated entitled to: (i) in the case of Disability, receive an amount equal to pay any salary and benefits to which twelve (12) months Base Salary payable through periodic payments with the Executive may be entitled until same frequency as the end Company’s payroll schedule or in the event of the bi-weekly payroll period in which the death occursExecutive’s death, and the Company shall pay receive an amount equal to twelve (12) months Base Salary following termination due to the Executive’s personal representatives amounts equal to death; (ii) in the case of Disability, continue participation in any health care and payable at the same time as the installments of Base Salary theretofore regularly paid to the Executive life plans for a period of twelve (12) months beginning as or in the event of the date of death. In addition, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of death, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. The Company shall have no further liability to the Executive under this Agreement. (b) Should the Executive be unable to perform substantially all duties of employment required under this Agreement for 90 consecutive days because of a physical or mental disability, the Company shall then have the right to terminate the Executive’s employment by giving death, receive any health care benefits under the Executive thirty terms of the Employee Plans; and (30iii) days’ notice. After the date receive a pro rata portion of termination, the Company shall pay to the Executive or the Executive’s personal representatives amounts equal to Bonus Award and LTPP Target Award Opportunity, if any, for the Company’s fiscal year during which the Executive’s death or Disability occurs (but not for any later years) payable at in accordance with the same time as then existing terms of such cash incentive compensation, which shall not be payable until the installments Compensation Committee has determined that any incentive targets have been achieved and the subsequent designated payout has arrived; and (iv) accelerated vesting of Base Salary theretofore regularly paid to the Executive any unvested deferred shares, restricted shares and stock options and exercise of any unexercised vested stock options for a period of twelve (12) months beginning as following termination due to the Executive’s death or Disability, and to the extent not awarded, the remaining tranches of the date Deferred Shares Award shall be awarded effective immediately prior to the termination of termination. In additionthe Executive’s employment and any unvested portions of each tranche of the Deferred Shares Award shall immediately vest and become nonforfeitable; provided, all outstanding granted equity awards held however, if the Executive also becomes entitled to receive benefits under a long-term disability plan (“LTD Plan”) now or hereafter paid for by the Executive Company, then the Executive’s disability benefits under Section 9(c)(i) (calculated on a monthly basis) shall become fully vested as be reduced by the amount of the date of benefits paid under such termination, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. A condition of disability under this Agreement shall be determined by the Compensation Committee of the Board on the basis of (i) the Executive being unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) the Executive, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the CompanyLTD Plan.

Termination by Death or Disability. If the Employment Period is terminated due to Executive’s death or becoming Disabled, then Executive (aor his estate or beneficiary) Should the Executive die during the term of employment, the Company shall be obligated entitled to pay any salary and benefits receive: (i) Executive’s unpaid Base Salary through the Termination Date (payable in accordance with Section 3(a)); (ii) an amount equal to the actual annual cash bonus amount to which the Executive may would be entitled until under Section 3(c) with respect to the end of the bi-weekly payroll period calendar year in which the death Termination Date occurs, and determined based on achievement of the Company performance objectives specified in Executive’s bonus plan for such year, as determined by the Board or the Compensation Committee in its sole discretion, which amount shall pay be prorated based on the actual number of days elapsed in such year prior to the Executive’s personal representatives amounts equal to and Termination Date (payable at the same time it would have been paid pursuant to Section 3(c)); (iii) payment in respect of any unused paid time off and sick pay of Executive in such amounts as the installments of Base Salary theretofore regularly paid to the Executive for a period of twelve (12) months beginning have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the Employment Period, and reimbursement of any business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as in effect on the Termination Date (in each case, payable in a lump sum within ten (10) business days after the Termination Date); (iv) an amount equal to the cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with COBRA for the period commencing on the Termination Date and ending on the earliest of (A) the date on which Executive’s COBRA period terminates or expires, (B) six (6) months after the Termination Date, and (C) the date on which Executive becomes eligible for long-term disability benefits under any long-term disability program sponsored by the Company (payable in monthly installments during and concurrently with Executive’s COBRA period); provided that if Executive’s COBRA period is terminated prior to expiration of the period commencing on the Termination Date and ending on the earlier of (I) the date on which Executive becomes eligible for long-term disability benefits under any long-term disability program sponsored by the Company, and (II) six (6) months after the Termination Date (such period, the “Disability Severance Period”), then Executive shall be entitled to continue to receive an amount equal to the cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with COBRA (assuming such continued insurance coverage remained available at the same monthly cost) payable in monthly installments during the period commencing on the date of deathsuch termination or expiration and ending on the date on which the Disability Severance Period expires; (v) cause each stock option of Executive, to the extent that it shall not otherwise have become vested and exercisable, to automatically become fully and immediately vested and exercisable, without regard to any otherwise applicable vesting requirement; and (vi) cause each restricted stock or other equity-based award of Executive, to the extent that it shall not otherwise have become vested and exercisable, to automatically become fully and immediately vested and exercisable, without regard to any otherwise applicable vesting requirement, and all forfeiture and transfer restrictions thereon shall lapse. Notwithstanding the above, in the case of an equity-based incentive other than an option or stock appreciation right (e.g., a grant of performance-based shares) where such incentive was intended to qualify as performance-based compensation under Code Section 162(m), the forfeiture restrictions related to pre-established goals shall not lapse until the results of the related goals have been determined and certified by the Compensation Committee. In addition, all outstanding granted equity awards held by if the Executive shall become fully vested as of the date of death, with any granted performance equity awards whose performance period has not yet been fully completed Employment Period is terminated due to be deemed to have satisfied its performance conditions at the target level. The Company shall have no further liability to the Executive under this Agreement. (b) Should the Executive be unable to perform substantially all duties of employment required under this Agreement for 90 consecutive days because of a physical or mental disability, the Company shall then have the right to terminate the Executive’s employment by giving becoming Disabled (but, for the avoidance of doubt, not due to his death), then Executive thirty (30or his estate or beneficiary) days’ notice. After shall be entitled to receive, during the date Disability Severance Period, continued installment payments of termination, the Company shall pay to the Executive or the Executive’s personal representatives amounts equal to and payable at the same time as the installments of Base Salary theretofore regularly paid to as in effect on the Executive for a period of twelve (12) months beginning as of the date of termination. In additionTermination Date, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of such termination, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. A condition of disability under this Agreement which shall be determined by payable over the Compensation Committee of Disability Severance Period in regular installments in accordance with the Board Company’s general payroll practices as in effect on the basis of (i) the Executive being unable to engage Termination Date, but in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not no event less frequently than twelve (12) months, or (ii) the Executive, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Companymonthly.

Termination by Death or Disability. (a) Should In the Executive die during the term event of employment, the Company shall be obligated to pay any salary and benefits to which the Executive may be entitled until the end of the bi-weekly payroll period in which the death occurs, and the Company shall pay to the Executive’s personal representatives amounts equal to death or total disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended) during the Term, the Term and payable at the same time as the installments of Base Salary theretofore regularly paid to the Executive for a period of twelve (12) months beginning as of Executive’s employment shall terminate on the date of deathdeath or total disability. In addition, all outstanding granted equity awards held by the Executive shall become fully vested as event of the date of death, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. The Company shall have no further liability to the Executive under this Agreement. (b) Should the Executive be unable to perform substantially all duties of employment required under this Agreement for 90 consecutive days because of a physical or mental disability, the Company shall then have the right to terminate the Executive’s employment by giving the Executive thirty (30) days’ notice. After the date of such termination, the Company shall pay to the Executive (or the Executive’s personal representatives amounts equal to estate) (1) any unpaid Base Salary and benefits then owed or accrued, including the issuance of any Payment Shares which would otherwise be payable at that time or in the same time future, and, in the event that there was any Deferred Portion which had been agreed to be paid in cash, with any such Deferred Portion instead being paid in shares of Common Stock as though such amount had been agreed to be paid via the installments payment of Base Salary theretofore regularly paid Payment Shares, and any unreimbursed expenses, pursuant to the terms of Section 2(c)(i), incurred by the Executive for a period of twelve (12) months beginning as of in each case through the date of termination. In additionsuch death or total disability, all outstanding granted equity awards held by (2) accrued but unpaid bonus and benefits (then owed or accrued and owed in the future), a pro-rata bonus for the year of termination based on the Executive’s target bonus for such year and the portion of such year in which the Executive shall become fully vested was employed, and provided that, in the event that the Board determines that the Company does not have sufficient cash on hand to enable it to pay the full amount pursuant to this clause (2) of this Section 3(f), the Company may satisfy such payment amount by issuance to Executive (or the Executive’s estate) of a number of shares of Common Stock equal to (X) the amount owed to Executive (or the Executive’s estate) pursuant to this clause (2) of this Section 3(d)(ii) divided by (Y) the VWAP as of the date of such death or total disability; (3) any unvested portion of any Equity Grants shall immediately be forfeited as of the termination date without any further action of the Parties; and (4) all of the Parties’ rights and obligations hereunder shall thereafter cease, other than such rights or obligations which arose prior to the termination date or in connection with such termination, with any granted performance equity awards whose performance period has not yet been fully completed and subject to be deemed to have satisfied its performance conditions at the target level. A condition of disability under this Agreement shall be determined by the Compensation Committee of the Board on the basis of (i) the Executive being unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) the Executive, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the CompanySection 15.

Termination by Death or Disability. If the Employment Period is terminated due to Executive’s death or becoming Disabled, then Executive (aor his estate or beneficiary) Should shall be entitled to receive: (i) Executive’s unpaid Base Salary through the Termination Date (payable in accordance with Section 3(a)) and any accrued but unpaid cash bonus with respect to a completed performance period; (ii) payment in respect of any unused paid time off and sick pay of Executive die in such amounts as have accrued as of the Termination Date in accordance with the Company’s policies with respect thereto as in effect during the term Employment Period, and reimbursement of employmentany business expenses incurred by Executive but not reimbursed prior to the Termination Date in accordance with and reimbursable under the terms of the Company’s policies with respect thereto as in effect on the Termination Date (in each case, payable in a lump sum within ten (10) business days after the Company shall be obligated to pay any salary Termination Date) and all other payments, benefits or fringe benefits to which the Executive may shall be entitled until under the end terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement; (iii) an amount equal to the bi-weekly payroll period actual annual cash bonus amount to which Executive would be entitled under Section 3(c) with respect to the calendar year in which the death Termination Date occurs, and determined based on achievement of the Company performance objectives specified in Executive’s bonus plan for such year (with any subjective performance criteria deemed achieved at target), as determined by the Board or the Compensation Committee consistent with other senior executives of the Company, which amount shall pay be prorated based on the actual number of days elapsed in such year prior to the Executive’s personal representatives amounts equal to and Termination Date (payable at the same time as the installments of Base Salary theretofore regularly it would have been paid pursuant to Section 3(c)); and (iv) an amount equal to the after-tax cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with COBRA for a the period commencing on the Termination Date and ending on the earliest of twelve (12A) the date on which Executive’s COBRA period terminates or expires, (B) six (6) months beginning as after the Termination Date, and (C) the date on which Executive becomes eligible for long-term disability benefits under any long-term disability program sponsored by the Company (payable in monthly installments during and concurrently with Executive’s COBRA period); provided that if Executive’s COBRA period is terminated prior to expiration of the period commencing on the Termination Date and ending on the earlier of (I) the date on which Executive becomes eligible for long-term disability benefits under any long-term disability program sponsored by the Company, and (II) six (6) months after the Termination Date (such period, the “Disability Severance Period”), then Executive shall be entitled to continue to receive an amount equal to the cost of the premiums for continued health and dental insurance for Executive and/or Executive’s dependents in accordance with COBRA (assuming such continued insurance coverage remained available at the same monthly cost) payable in monthly installments during the period commencing on the date of deathsuch termination or expiration and ending on the date on which the Disability Severance Period expires. In addition, all outstanding granted equity awards held by if the Executive shall become fully vested as of the date of death, with any granted performance equity awards whose performance period has not yet been fully completed Employment Period is terminated due to be deemed to have satisfied its performance conditions at the target level. The Company shall have no further liability to the Executive under this Agreement. (b) Should the Executive be unable to perform substantially all duties of employment required under this Agreement for 90 consecutive days because of a physical or mental disability, the Company shall then have the right to terminate the Executive’s employment by giving becoming Disabled (but, for the avoidance of doubt, not due to his death), then Executive thirty (30or his estate or beneficiary) days’ notice. After shall be entitled to receive, during the date Disability Severance Period, continued installment payments of termination, the Company shall pay to the Executive or the Executive’s personal representatives amounts equal to and payable at the same time as the installments of Base Salary theretofore regularly paid to as in effect on the Executive for a period of twelve (12) months beginning as of the date of termination. In additionTermination Date, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of such termination, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. A condition of disability under this Agreement which shall be determined by payable over the Compensation Committee of Disability Severance Period in regular installments in accordance with the Board Company’s general payroll practices as in effect on the basis of (i) the Executive being unable to engage Termination Date, but in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not no event less frequently than twelve (12) months, or (ii) the Executive, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Companymonthly.

Termination by Death or Disability. (a) Should If the Executive die during dies or becomes Disabled, as defined in Section 9(e), prior to the term expiration of employmentthe Employment Term, the Company shall be obligated to pay any salary and benefits to which the Executive may be entitled until the end of the bi-weekly payroll period in which the death occursExecutive’s employment will terminate, and the Company shall pay to Executive, or in the case of death, the Executive’s personal representatives amounts beneficiary, or if none, the Executive’s estate, shall be entitled to: (i) in the event of the Executive’s death, receive an amount equal to and payable at the same time as the installments of twelve (12) months Base Salary theretofore regularly payable in a lump on the date of the Executive’s death; in the case of Disability, provided that such termination constitutes a Separation from Service, receive from the Company periodic payments equal to his Base Salary in effect prior to the termination of his employment, which payments shall be paid to the Executive in equal installments on the regular payroll dates under the Company’s payroll practices applicable to the Executive on the date of this Agreement for 12 months commencing on the Separation from Service date; provided, however, that in the event that the Executive is a Specified Xxxxxxx Employment Agreement 7 Employee, with respect to any amount payable by reason of the Separation from Service that constitutes deferred compensation within the meaning of Section 409A of the Code, such installments shall commence the earlier to occur of (A) the first business day of the seventh month following the date of the Executive’s Separation from Service or (B) death, except that on the first day of the seventh month following the date of the Executive’s Separation from Service (or the Executive’s death, if earlier), the Executive shall be paid a lump-sum cash payment equal to the aggregate amount of any such payments that constitutes deferred compensation within the meaning of Section 409A of the Code that the Executive would have been entitled to receive during the applicable period following the Executive’s Separation from Service; (ii) in the case of Disability, continue participation in any health care and life plans for a period of twelve (12) months beginning as or in the event of the date of death. In addition, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of death, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. The Company shall have no further liability to the Executive under this Agreement. (b) Should the Executive be unable to perform substantially all duties of employment required under this Agreement for 90 consecutive days because of a physical or mental disability, the Company shall then have the right to terminate the Executive’s employment by giving death, receive any health care benefits under the Executive thirty terms of the Employee Plans; and (30iii) days’ notice. After the date receive a pro rata portion of termination, the Company shall pay to the Executive or the Executive’s personal representatives amounts equal to Bonus Award and LTPP Target Award Opportunity, if any, for the Company’s fiscal year during which the Executive’s death or Disability occurs (but not for any later years) payable at in accordance with the same time then existing terms of such cash incentive compensation, which shall not be payable until the Compensation Committee has determined that any incentive targets have been achieved and the subsequent designated payout has arrived, and each such payment shall be payable in accordance with the LTPP or the STIP, as applicable, in the installments calendar year in which such payments, as applicable, are determined, and in all events, not later than December 31st of Base Salary theretofore regularly paid to the Executive year in which each such award is determined; and (iv) accelerated vesting of any unvested deferred shares, restricted shares and stock options, and payment thereof on the date of, and exercise of any unexercised vested stock options for a period of twelve (12) months beginning as following, Separation from Service due to the Executive’s death or Disability; provided, however, if the Executive also becomes entitled to receive benefits under a long-term disability plan (“LTD Plan”) now or hereafter paid for by the Company, then the Executive’s disability benefits under Section 9(c)(i) (calculated on a monthly basis) shall be reduced by the amount of the date of termination. In addition, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of benefits paid under such termination, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. A condition of disability under this Agreement shall be determined by the Compensation Committee of the Board on the basis of (i) the Executive being unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) the Executive, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the CompanyLTD Plan.

Termination by Death or Disability. (a) Should If the Executive die during dies or becomes Disabled, as defined in Section 9(e), prior to the term expiration of employmentthe Employment Term, the Company Executive’s employment will terminate and the Executive, or in the case of death, notwithstanding any provisions in the terms of any incentive compensation plan or agreement to the contrary, the Executive’s beneficiary, or if none, the Executive’s estate, shall be obligated entitled to: (i) receive an amount equal to pay 12 months Base Salary payable through periodic payments with the same frequency as the Company’s payroll schedule; (ii) in the case of Disability, continue participation in any salary health care and benefits to which life plans for a period of 12 months or in the Executive may be entitled until the end event of the bi-weekly payroll period Executive’s death, receive any health care benefits under the terms of the Employee Plans; (iii) receive a pro rata portion of the Executive’s Bonus Award and LTIP Target Award Opportunity, if any, for the Company’s fiscal year in which the Executive’s death occursor Disability occurs (but not for any later years) payable in accordance with the then existing terms of such cash incentive compensation, which shall not be payable until the Compensation Committee has determined that any incentive targets have been achieved and the subsequent designated payout date has arrived; and (iv) accelerated vesting of any unvested Deferred Shares Award, restricted shares and stock options, including the 2004 Stock Option Award and the 2005 Stock Option Award, and the Company shall pay exercise of any unexercised vested stock options for a period of one (1) year following termination due to the Executive’s personal representatives amounts equal to and payable at the same time as the installments of Base Salary theretofore regularly paid to death or Disability; provided, however, if the Executive also becomes entitled to receive benefits under a long-term disability plan (“LTD Plan”) now or hereafter paid for a period of twelve (12) months beginning as of the date of death. In addition, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of deathCompany, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. The Company shall have no further liability to the Executive under this Agreement. (b) Should the Executive be unable to perform substantially all duties of employment required under this Agreement for 90 consecutive days because of a physical or mental disability, the Company shall then have the right to terminate the Executive’s employment death or disability benefits under Section 9(c)(i) (calculated on a monthly basis) shall be reduced by giving the Executive thirty (30) days’ notice. After the date of termination, the Company shall pay to the Executive or the Executive’s personal representatives amounts equal to and payable at the same time as the installments of Base Salary theretofore regularly paid to the Executive for a period of twelve (12) months beginning as amount of the date of termination. In addition, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of benefits paid under such termination, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. A condition of disability under this Agreement shall be determined by the Compensation Committee of the Board on the basis of (i) the Executive being unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) the Executive, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the CompanyLTD Plan.

Termination by Death or Disability. (a) Should Subject to Section 21, upon the Executive die during the term termination of employment, the Company shall be obligated to pay any salary and benefits to which the Executive may be entitled until the end of the bi-weekly payroll period in which the death occurs, and the Company shall pay to the Executive’s personal representatives amounts equal to and payable at the same time as the installments of Base Salary theretofore regularly paid to the Executive for a period of twelve (12) months beginning as of the date of death. In addition, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of death, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. The Company shall have no further liability to the Executive under this Agreement. (b) Should the Executive be unable to perform substantially all duties of employment required under this Agreement for 90 consecutive days because of a physical or mental disability, the Company shall then have the right to terminate the Executive’s employment by giving reason of his death or Disability, the Executive thirty shall be entitled to the Accrued Compensation (30payable in accordance with Section 8(c)) days’ notice. After the date of termination, and the Company shall pay to the Executive or to the personal representatives of his estate (i) within thirty (30) days after the termination, a lump-sum amount equal to the amount of Annual Base Salary that would have been due through the end of the Contract Term assuming no early termination had occurred and assuming no increases or decreases in Annual Base Salary after the date of termination, provided that if the remaining Contract Term is less one year, the Executive shall receive a lump sum amount equal to one year of his Annual Base Salary and (ii) on or before the day on which the Executive’s Annual Bonus for the Contract Year in which the termination occurs would have been payable if the termination had not occurred (and assuming achievement of any personal representatives amounts performance goals at 100%), a cash amount equal to the Annual Bonus the Executive would have received for that Contract Year if the termination had not occurred multiplied by a fraction the numerator of which is the number of days in that Contract Year before the date of termination and payable at the same time as denominator of which is 365. This Section 8(b) shall not limit the installments entitlement of Base Salary theretofore regularly paid the Executive, his estate or beneficiaries to any disability or other benefits then available to the Executive under any life, disability insurance or other benefit plan or policy which is maintained by the Partnership or the Company for a period the Executive’s benefit. Upon any termination under this Section 8(b), the Executive’s equity and/or long-term incentive awards which vest based solely on the passage of twelve time (12including any common shares or other equity issued or issuable upon achievement of any applicable performance goals achieved on or prior to the date of termination, including, without limitation, with respect to the Notional Unit Awards) months beginning shall fully vest as of the date of termination (including any accrued and unvested dividends thereon) and the transfer and/or sale restrictions and holding requirements on such equity and/or long-term incentive awards shall also lapse as of the date of termination. In addition, all outstanding granted upon any termination under this Section 8(b), any equity awards held by and/or long-term incentive awards for which the performance goals remain outstanding shall vest and be paid and/or delivered in accordance with the applicable award agreement; provided that in all events the Executive shall become fully vested as vest into no less than the number of units or shares the Executive would have received under the applicable award agreement if he remained employed indefinitely multiplied by a fraction the numerator of which is number of days the Executive was employed during the performance period and the denominator is the number of days in the performance period. The transfer and/or sale restrictions and holding requirements on such equity and/or long-term incentive awards shall also lapse on the later of the date of such termination, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. A condition of disability under this Agreement shall be determined by the Compensation Committee of the Board on the basis of (i) the Executive being unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) the Executive, by reason ’s termination of any medically determinable physical employment or mental impairment that can be expected to result in death or can be expected to last for a continuous period the vesting date of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Companysuch awards.

Termination by Death or Disability. (a) Should Upon the Executive die during the term termination of employment, the Company shall be obligated to pay any salary and benefits to which the Executive may be entitled until the end of the bi-weekly payroll period in which the death occurs, and the Company shall pay to the Executive’s personal representatives amounts equal to and payable at the same time as the installments of Base Salary theretofore regularly paid to the Executive for a period of twelve (12) months beginning as of the date of death. In addition, all outstanding granted equity awards held by the Executive shall become fully vested as of the date of death, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. The Company shall have no further liability to the Executive under this Agreement. (b) Should the Executive be unable to perform substantially all duties of employment required under this Agreement for 90 consecutive days because of a physical or mental disability, the Company shall then have the right to terminate the Executive’s employment by giving the Executive thirty (30) days’ notice. After the date reason of terminationhis death or Disability, the Company shall pay to Executive (or to the Executive or personal representatives of his estate) within thirty (30) days after the termination of employment date a lump sum amount equal to the sum of Executive’s personal representatives amounts equal to earned but unpaid Base Salary, Annual Bonus and payable at the same time as the installments of Base Salary theretofore regularly paid to the Executive for a period of twelve (12) months beginning other compensation as of the date of termination; his accrued vacation; and any accrued but unreimbursed expenses required to be reimbursed under this Agreement (the “Accrued Amounts”), and the Company shall provide to Executive any vested benefits or entitlements under any applicable Company benefit or compensation plan, program, policy or arrangement (the “Vested Benefits”). In addition, (i) all outstanding granted equity of Executive’s unvested Time-Based Equity Incentive (and any other unvested stock incentive awards held by Executive that vest solely on account of the passage of time) will become immediately vested, payable and exercisable, (ii) contingent upon the level of performance goal attainment for the Performance Year ending within the calendar year in which Executive’s employment terminates, Executive shall vest in a pro-rata portion of the Performance-Based Equity Incentive in which the Executive would have become vested had his employment not terminated during that calendar year, and (iii) contingent upon the level of performance goal attainment for the Performance Year ending within the calendar year in which Executive’s employment terminates, Executive shall become fully vested as be paid in a single lump sum a pro-rata portion of the date Annual Bonus that Executive would have earned had his employment not terminated during that calendar year. For purposes of such terminationclauses (ii) and (iii) above, with any granted performance equity awards whose performance period has not yet been fully completed to be deemed to have satisfied its performance conditions at the target level. A condition of disability under this Agreement pro-ration shall be determined based on the number of days that have elapsed from the first day of the calendar year to Executive’s termination of employment date. The lump-sum pro-rata Annual Bonus payment (described in clause (iii) above), if any, shall be paid by the Compensation Company to Executive within thirty (30) days following the final review by the Audit Committee of the Board on the basis of (i) the Executive being unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) the Executive, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company’s audited financial statements for the Performance Year, and shall be paid in the fiscal year immediately following the Performance Year.