Common use of Termination by Reason of Death or Disability Clause in Contracts

Termination by Reason of Death or Disability. Executive’s employment by the Company shall terminate automatically upon Executive’s death. If the Company reasonably determines in good faith that the Disability of Executive has occurred (pursuant to the definition of Disability set forth below), it may give to Executive written notice of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by Executive, provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of his duties. For purposes of this Agreement, “Disability” shall mean a physical or mental impairment which substantially limits a major life activity of Executive and which renders Executive unable to perform the essential functions of his position, even with reasonable accommodation which does not impose an undue hardship on the Company, for a period of no less than ninety (90) days. The Company reserves the right, in good faith, to make the determination of disability under this Agreement based upon information supplied by Executive and/or his medical personnel, as well as information from medical personnel (or others) selected by the Company or its insurers. If Executive’s employment is terminated by reason of Executive’s death or Disability, the Company shall have no further obligations to Executive or his legal representatives under this Agreement, other than for (a) payment of the sum of (i) Executive’s annual base salary through Executive’s Separation Date to the extent not theretofore paid (ii) any earned but unpaid bonus related to the Company’s performance for any period preceding the current fiscal quarter; (iii) a prorated portion of Executive’s bonus for the fiscal quarter in which his employment terminates to the extent the bonus is payable to all employees for such time period; (iv) any accrued vacation pay of Executive to the extent not theretofore paid; and (v) reimbursement of any nonreimbursed business expenses of Executive incurred prior to his Separation Date (the sum of the amounts described in clauses (i), (iv) and (v) shall be hereinafter referred to as the “Accrued Obligations”), which shall be paid to Executive or his estate or beneficiary, as applicable, in a lump sum in cash within 30 days of Executive’s Separation Date; and (b) payment to Executive or his estate or beneficiary, as applicable, any amounts due pursuant to the terms of any applicable welfare benefit plans.

Termination by Reason of Death or Disability. ExecutiveIf the Optionee’s employment Employment terminates by reason of death or disability, this Stock Option shall automatically fully vest at the time of such termination and may thereafter be exercised by the Company shall terminate automatically upon ExecutiveOptionee or the Optionee’s death. If legal representative or legatee, or by the Company reasonably determines in good faith that the Disability of Executive has occurred (pursuant to the definition of Disability set forth below)Optionee’s permitted transferee, it may give to Executive written notice of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by Executive, provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of his duties. For purposes of this Agreement, “Disability” shall mean a physical or mental impairment which substantially limits a major life activity of Executive and which renders Executive unable to perform the essential functions of his position, even with reasonable accommodation which does not impose an undue hardship on the Companyif any, for a period of no less than ninety twelve (9012) days. The Company reserves months from the right, in good faith, to make the determination date of disability under this Agreement based upon information supplied by Executive and/or his medical personneldeath or disability, as well the case may be, or until the Expiration Date, if earlier; provided that, if subject to a Performance Measure, this Stock Option shall only be exercisable pursuant to this Section 4(a) if (i) the Compensation Committee has certified that the Performance Measure has been attained with respect to all or any portion thereof on or before the date of termination, and in such case shall vest at the time of such termination and shall be exercisable into the number of Option Shares set forth on Exhibit A, or (ii) the attainment of the Performance Measure is not yet determinable as information from medical personnel of such date, and in such case this Stock Option shall fully vest at the time of such termination but the vested Stock Option shall remain subject to the attainment of the Performance Measure, and this Stock Option shall not be exercisable unless and until the Compensation Committee has certified that the Performance Measure has been attained with respect to all or any portion thereof, and following such certification shall be exercisable into the number of Option Shares set forth on Exhibit A (or others) selected in each case, by the Company Optionee or its insurersthe Optionee’s legal representative or legatee, or by the Optionee’s permitted transferee, if any, for a period of twelve (12) months from the date of such certification or until the Expiration Date, if earlier). If Executive’s employment (For the avoidance of doubt, if this Stock Option (including any portion thereof that vested pursuant to sub-clause (ii) above) is terminated subject to a Performance Measure that the Compensation Committee has certified has not been attained, this Stock Option shall terminate in accordance with Section 1(b) hereof.) In the case of termination by reason of Executive’s disability, the death of the Optionee during the twelve-month period provided in this Section 4(a) shall extend such period for another twelve (12) months from the date of death or Disabilityuntil the Expiration Date, the Company shall have no further obligations to Executive or his legal representatives under this Agreement, other than for (a) payment of the sum of (i) Executive’s annual base salary through Executive’s Separation Date to the extent not theretofore paid (ii) any earned but unpaid bonus related to the Company’s performance for any period preceding the current fiscal quarter; (iii) a prorated portion of Executive’s bonus for the fiscal quarter in which his employment terminates to the extent the bonus is payable to all employees for such time period; (iv) any accrued vacation pay of Executive to the extent not theretofore paid; and (v) reimbursement of any nonreimbursed business expenses of Executive incurred prior to his Separation Date (the sum of the amounts described in clauses (i), (iv) and (v) shall be hereinafter referred to as the “Accrued Obligations”), which shall be paid to Executive or his estate or beneficiary, as applicable, in a lump sum in cash within 30 days of Executive’s Separation Date; and (b) payment to Executive or his estate or beneficiary, as applicable, any amounts due pursuant to the terms of any applicable welfare benefit plansif earlier.

Termination by Reason of Death or Disability. (i) Notwithstanding anything to the contrary contained herein, in the event the Executive should die while he is employed by the Company, the Executive’s employment by the Company shall terminate be automatically upon Executive’s death. If the Company reasonably determines in good faith that the Disability of Executive has occurred (pursuant to the definition of Disability set forth below), it may give to Executive written notice of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by Executive, provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of his duties. For purposes of this Agreement, “Disability” shall mean a physical or mental impairment which substantially limits a major life activity of Executive terminated and which renders Executive unable to perform the essential functions of his position, even with reasonable accommodation which does not impose an undue hardship on the Company, for a period of no less than ninety (90) days. The Company reserves the right, in good faith, to make the determination of disability under this Agreement based upon information supplied by Executive and/or his medical personnel, as well as information from medical personnel (or others) selected by the Company or its insurers. If Executive’s employment is terminated by reason of Executive’s death or Disability, the Company shall have no further obligations under this Agreement to pay compensation or benefits to the Executive or his legal representatives estate, except to the extent any compensation or benefits are due to the Executive or his estate for any period prior to his death; provided, however, that this Section 5(E)(i) shall not affect in any manner any other benefits to which the Executive or his estate may be entitled or which may vest or accrue upon his death under any arrangement, program or plan with the Company (other than this Agreement), other than by law or otherwise. (ii) Notwithstanding anything to the contrary contained herein, in the event the Executive should be unable to perform his duties hereunder by reason of disability, whether by reason of injury (physical or mental), illness (physical or mental) or otherwise, incapacitating the Executive for a continuous period exceeding one hundred and eighty (180) days, as certified by a physician selected by the Company in good faith, the Executive’s employment may be terminated by the Company upon written notice to the Executive and upon such termination, the Company’s only obligations hereunder shall be to: (a) payment pay to the Executive an amount equal to the greater of fifty percent (50%) of the sum of (i) Executive’s annual base salary through Executive’s Separation Date Base Salary on the date of termination of employment for a twelve (12) month period following termination of employment at such times as such Base Salary would have been payable if the Executive had not been terminated, or any benefits which the Executive receives under any disability insurance program provided by the Company and in effect at the date of such termination, with any payments due under any disability program continuing in accordance with such program following such twelve (12) month period, and (b) continue to permit the extent not theretofore paid (ii) any earned but unpaid bonus related to the Company’s performance for any period preceding the current fiscal quarter; (iii) a prorated portion of Executive’s bonus for the fiscal quarter in which his employment terminates to the extent the bonus is payable to all employees for such time period; (iv) any accrued vacation pay of Executive to participate in the extent not theretofore paid; plans and (v) reimbursement of any nonreimbursed business expenses of Executive incurred prior to his Separation Date (the sum of the amounts arrangements described in clauses (iB), (ivF) and (vI) shall be hereinafter referred of Section 4 hereof (to as the “Accrued Obligations”), which shall be paid to Executive or his estate or beneficiary, as applicable, in a lump sum in cash within 30 days of Executive’s Separation Date; extent permissible by law and (b) payment to Executive or his estate or beneficiary, as applicable, any amounts due pursuant to the terms of such plans and arrangements) for a twelve (12) month period following termination of employment; provided, however, that if the Executive dies following a termination pursuant to this Section 5(E)(ii), then the provisions of Section 5(E)(i) shall supersede this Section 5(E)(ii) from and after the date of death of the Executive. (c) provided, however, that this Section 5(E)(ii) shall not affect in any applicable welfare benefit plansmanner other benefits to which the Executive may be entitled or which may accrue or vest upon his disability and the Executive shall be entitled to receive such compensation and benefits during and after such period of disability as the Company’s policies and procedures in effect from time to time provide for executives, as if the Executive and the Company had not entered into this Agreement. (iii) The Executive’s right to exercise his stock options in the event of his death or disability shall be governed by the terms of the Plans and the relevant stock option agreement.

Termination by Reason of Death or Disability. ExecutiveIf the Optionee’s employment Employment terminates by reason of death or disability, this Stock Option shall automatically fully vest at the time of such termination and may thereafter be exercised by the Company shall terminate automatically upon ExecutiveOptionee or the Optionee’s death. If legal representative or legatee, or by the Company reasonably determines in good faith that the Disability of Executive has occurred (pursuant to the definition of Disability set forth below)Optionee’s permitted transferee, it may give to Executive written notice of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by Executive, provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of his duties. For purposes of this Agreement, “Disability” shall mean a physical or mental impairment which substantially limits a major life activity of Executive and which renders Executive unable to perform the essential functions of his position, even with reasonable accommodation which does not impose an undue hardship on the Companyif any, for a period of no less than ninety twelve (9012) days. The Company reserves months from the rightdate of termination, or until the Expiration Date, if earlier; provided that, if subject to a Performance Measure, this Stock Option shall only be exercisable pursuant to this Section 4(a) if (i) the Compensation Committee has certified that the Performance Measure has been attained with respect to all or any portion thereof on or before the date of termination, and in good faithsuch case shall vest at the time of such termination and shall be exercisable into the number of Option Shares set forth on Exhibit A, or (ii) the attainment of the Performance Measure is not yet determinable as of such date, and in such case this Stock Option shall fully vest at the time of such termination but the vested Stock Option shall remain subject to make the determination attainment of disability under the Performance Measure, and this Agreement based upon information supplied by Executive and/or his medical personnelStock Option shall not be exercisable unless and until the Compensation Committee has certified that the Performance Measure has been attained with respect to all or any portion thereof, as well as information from medical personnel and following such certification shall be exercisable into the number of Option Shares set forth on Exhibit A (or others) selected in each case, by the Company Optionee or its insurersthe Optionee’s legal representative or legatee, or by the Optionee’s permitted transferee, if any, for a period of twelve (12) months from the date of such certification or until the Expiration Date, if earlier). If Executive’s employment (For the avoidance of doubt, if this Stock Option (including any portion thereof that vested pursuant to sub-clause (ii) above) is terminated subject to a Performance Measure that the Compensation Committee has certified has not been attained, this Stock Option shall terminate in accordance with Section 1(b) hereof.) In the case of termination by reason of Executive’s disability, the death of the Optionee during the twelve-month period provided in this Section 4(a) shall extend such period for another twelve (12) months from the date of death or Disabilityuntil the Expiration Date, the Company shall have no further obligations to Executive or his legal representatives under this Agreement, other than for (a) payment of the sum of (i) Executive’s annual base salary through Executive’s Separation Date to the extent not theretofore paid (ii) any earned but unpaid bonus related to the Company’s performance for any period preceding the current fiscal quarter; (iii) a prorated portion of Executive’s bonus for the fiscal quarter in which his employment terminates to the extent the bonus is payable to all employees for such time period; (iv) any accrued vacation pay of Executive to the extent not theretofore paid; and (v) reimbursement of any nonreimbursed business expenses of Executive incurred prior to his Separation Date (the sum of the amounts described in clauses (i), (iv) and (v) shall be hereinafter referred to as the “Accrued Obligations”), which shall be paid to Executive or his estate or beneficiary, as applicable, in a lump sum in cash within 30 days of Executive’s Separation Date; and (b) payment to Executive or his estate or beneficiary, as applicable, any amounts due pursuant to the terms of any applicable welfare benefit plansif earlier.

Termination by Reason of Death or Disability. Executive’s employment by the Company shall terminate automatically upon Executive’s death. (a) If the Company reasonably determines in good faith that the Disability of Executive has occurred (pursuant to the definition of Disability set forth below), it may give to Executive written notice of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by Executive, provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of his duties. For purposes of this Agreement, “Disability” shall mean a physical or mental impairment which substantially limits a major life activity of Executive and which renders Executive unable to perform the essential functions of his position, even with reasonable accommodation which does not impose an undue hardship on the Company, for a period of no less than ninety (90) days. The Company reserves the right, in good faith, to make the determination of disability under this Agreement based upon information supplied by Executive and/or his medical personnel, as well as information from medical personnel (or others) selected by the Company or its insurers. If Executive’s employment is terminated by reason of the Executive’s death or Disability, in addition to the Accrued Amounts, the Company shall have no further obligations to pay the Executive (or his legal representatives heirs upon a termination by death) the Pro-Rata Incentive, payable at the time when annual incentives are paid generally to the Company’s senior executives in respect of the year in which the death or Disability occurs. For the avoidance of doubt, payment of a Pro-Rata Incentive pursuant to this Section 3.3 shall be in satisfaction of any obligation the Company may have to pay a pro-rata incentive under this Agreementthe Incentive Plan. In addition, the following provisions shall apply to the Executive’s stock options and other equity-based compensation awards outstanding on the Termination Date, notwithstanding any contrary provision in the applicable award agreement or plan under which the award is granted: (1) all time-vested stock options shall become fully vested and exercisable and all time-vested equity-based awards other than for (a) payment stock options shall become fully vested and all restrictions thereon shall lapse, in each case as of the sum Termination Date; (2) all performance-vested stock options shall vest and become exercisable as of (i) Executive’s annual base salary through Executive’s Separation the Termination Date to the extent not theretofore paid the options would have become exercisable had the target performance level been attained; (ii3) any earned but unpaid bonus related all vested stock options (including those which become vested pursuant to this Section 3.3(a) shall remain outstanding and exercisable until the second anniversary of the Termination Date or, if earlier, until the expiration of the term of the stock option; and (4) with respect to performance-vested equity-based awards other than stock options, a pro-rated number of shares or stock units subject to the Company’s award (based on the number of days in the performance for any period preceding that have elapsed through the current fiscal quarter; Termination Date) that would have vested at the end of the performance period had the target performance level been attained shall vest as of the Termination Date. (iiib) a prorated portion of If the Executive’s bonus employment is terminated by reason of the Executive’s death or Disability before a Change in Control the Executive (in the case the Executive’s employment is terminated by reason of his Disability), the Executive’s Spouse and other qualifying dependents shall be eligible for continuation of Group Health Plan coverage pursuant to COBRA and the terms of the Group Health Plan and the Company will reimburse the Executive (in the case the Executive’s employment is terminated by reason of his Disability) or the Executive’s Spouse (in the case the Executive’s employment is terminated by reason of his death) for the fiscal quarter amount of the COBRA premiums the Executive or the Executive’s Spouse pays in which his employment terminates excess of the normal employee contribution for comparable Group Health Plan coverage for up to the extent first eighteen (18) months of such coverage provided by the bonus is payable to all employees for such time period; (iv) Company and any accrued vacation pay of Executive reimbursement by the Company to the extent not theretofore paid; and (v) reimbursement of any nonreimbursed business expenses of Executive incurred prior to his Separation Date (or the sum of the amounts described in clauses (i), (iv) and (vExecutive’s Spouse required under this Section 3.3(b) shall be hereinafter referred made on the last day of the month in which the Executive or the Executive’s Spouse pays the amount required for such COBRA coverage. (c) If the Executive’s employment is terminated by reason of the Executive’s death or Disability on or after a Change in Control, the Executive (in the case the Executive’s employment is terminated by reason of his Disability), the Executive’s Spouse and other qualifying dependents shall be eligible for continuation of Group Health Plan coverage pursuant to COBRA and the terms of the Group Health Plan and shall be eligible for continued coverage under all life insurance, accidental death and dismemberment insurance and disability insurance under plans and programs in which the Executive and/or the Executive’s dependents and beneficiaries participated immediately prior to the date of the Executive’s death or Disability, until, with respect to any plan or program other than COBRA continuation coverage twenty-four (24) months following the Termination Date and in the case of COBRA continuation coverage for no less than twenty-four (24) months following the Termination Date and the Company will reimburse the Executive or the Executive’s Spouse, if the Executive dies, for the amount of all the premiums (which in the case of Group Health Plans, shall be the COBRA premium for the period during which the continuation of coverage is provided under COBRA) and payments the Executive or the Executive’s Spouse (in the case of the death of the Executive) pays for such continued coverage, provided, that in the case of COBRA continuation coverage such reimbursement under this Section 3.3(c) shall be limited to the first twenty-four (24) months of premiums paid by the Executive or the Executive’s Spouse, as the “Accrued Obligations”)case may be, which and any reimbursement by the Company to the Executive or the Executive’s Spouse required under this Section 3.3(c) shall be paid to made on the last day of the month in which the Executive or his estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Executive’s Separation Date; and Spouse pays the amount required for such continued coverage. (bd) payment If participation in any of the Company plans or programs necessary to Executive provide the benefits continuation described in Section 3.3(b) or his estate or beneficiary, as applicable, any amounts due pursuant to Section 3.3(c) is not permitted under the terms of any applicable welfare benefit plansplan or program, the Company shall arrange at its own expense to provide the Executive with benefits substantially similar to those which the Executive would have been entitled to receive under such plans and programs. At the end of the period of coverage, the Executive shall have the right to have assigned to him, at no cost and with no apportionment of unpaid premiums, any assignable life insurance policy relating specifically to him.