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

Termination by Reason of Death or Total Disability. In the event that Executive’s employment is terminated by reason of Executive’s death or Total Disability, the Company will pay the following amounts to Executive, Executive’s beneficiary or estate, as applicable (i) any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under the Agreement, any accrued vacation, and any earned but unpaid bonuses for the prior calendar year (“Accrued Compensation”); (ii) any benefits accrued through the date of termination to which Executive may be entitled pursuant to the Company’s plan, policies and arrangements, as determined and paid in accordance with the terms of such plans, policies and arrangements (“Plan Benefits”); and, (iii) a pro rata Target Bonus for the calendar year in which the Death or Total Disability occurs based on the number of days Executive was employed in such calendar year; provided, however, that such bonus will be paid at the time it would have been paid had Executive not terminated employment and will be paid only if the applicable performance conditions are met at the conclusion of the calendar year and the amount will be determined based on the actual satisfaction of the applicable performance criteria.