Common use of Termination by the Company for Death or Disability Clause in Contracts

Termination by the Company for Death or Disability. If the Executive’s employment is terminated by the Company for death or Disability, the Company shall pay the Executive: (i) the Accrued Compensation; (ii) the following cash separation benefits: (A) an amount in cash, which amount shall be payable in a lump sum payment within 60 days following such termination, equal to one times the sum of (x) Base Salary plus (B) Target Bonus; (B) an amount equal to the Annual Cash Bonus that the Executive would have been entitled to receive in respect of the fiscal year in which the Termination Date occurs, had the Executive continued in employment until the end of such fiscal year, which amount, determined based on the greater of actual performance or an assumed achievement of all relevant performance goals at the target level for such year relative to the applicable performance goals shall be multiplied by a fraction (A) the numerator of which is the number of days in such fiscal year through the Termination Date and (B) the denominator of which is 365 (the “Pro-Rata Bonus”) and shall be payable at the time Annual Cash Bonus is paid to other executives of the Company as if employment did not terminate, but in no event later than the date set forth in Section 4(b); (iii) the following benefits with respect to equity incentive awards: (A) all unvested time-vested equity awards held by the Executive on the Termination Date shall vest immediately as to service requirements on the Termination Date, all service-based restrictions thereon shall lapse, and any Performance-Based Awards for which the performance period is not yet complete shall be deemed to have been earned at the higher of target level or actual performance as determined at the end of the performance period in accordance with the applicable Award Agreement; provided, that for any Performance-Based Award that was outstanding as of the Effective Date and for which the performance period is not yet complete, actual performance shall be determined on the Termination Date (using pro-rated metrics to account for the truncated performance period) in the event of the Executive’s death. All equity awards that are options (i.e., all of them -- those that vest on the Termination Date, and those that vested previously), will be exercisable for their full remaining original term under the applicable Award Agreement. Time-vested restricted stock units outstanding as of the Effective Date shall be settled within 60 days of the Termination Date. Time-vested equity awards other than options granted after the Effective Date shall be settled at the time set forth in the applicable Award Agreement. In the event of the Executive’s death, all Performance-Based Awards that were outstanding as of the Effective Date shall be settled and paid within 90 days of the Executive’s death, and any Performance-Based Awards that are granted after the Effective Date shall be settled and paid to the Executive at the time set forth in the applicable Award Agreement as if employment did not terminate. In the event of the Executive’s Disability, Performance-Based Awards shall be settled and paid to the Executive at the time set forth in the applicable Award Agreement as if employment did not terminate, subject to any delay for “specified employees” that may be required in accordance with Section 9, below; and (B) an additional cash amount equal to 24 times the excess of (A) the monthly COBRA premium in effect under the Company’s health, dental and vision plans applicable to the Executive and his dependents, less (B) the monthly premium cost for active employees, to be paid in a lump sum within 60 days after the Termination Date. The Executive shall be solely responsible for any taxes imposed on the Executive arising from the Company’s payment of COBRA-calculated amounts hereunder.

Termination by the Company for Death or Disability. If the Executive’s employment is terminated by the Company for death or Disability, the Company shall pay the Executive: (i) the Accrued Compensation; (ii) the following cash separation benefits: (A) an amount in cash, which amount shall be payable in within 10 business days after the end of every month for a lump sum payment within 60 days following such terminationperiod of 12 months after the Termination Date, equal to one times the sum of (x) Base Salary plus (B) Target Bonus; (B) an amount equal to the Annual Cash Bonus that the Executive would have been entitled to receive in respect of the fiscal year in which the Termination Date occurs, had the Executive continued in employment until the end of such fiscal year, which amount, determined based on the greater of actual performance or an assumed achievement of all relevant performance goals at the target level for such year relative to the applicable performance goals shall be multiplied by a fraction (A) the numerator of which is the number of days in such fiscal year through the Termination Date and (B) the denominator of which is 365 (the “Pro-Rata Bonus”) and shall be payable at the time Annual Cash Bonus is paid to other executives of the Company as if employment did not terminate, but in no event later than the date set forth in Section 4(b); (iii) the following benefits with respect to equity incentive awards: (A) all unvested time-vested equity awards held by the Executive on the Termination Date shall vest immediately as to service requirements on the Termination Date, all service-based restrictions thereon shall lapse, and any Performance-Based Awards for which the performance period is not yet complete shall be deemed to have been earned at the higher of target level or actual performance as determined at the end of the performance period in accordance with the applicable Award Agreement; provided, that for any Performance-Based Award that was outstanding as of the Effective Date and for which the performance period is not yet complete, actual performance shall be determined on the Termination Date (using pro-rated metrics to account for the truncated performance period) in the event of the Executive’s death. All equity awards that are options (i.e., all of them -- those that vest on the Termination Date, and those that vested previously), will be exercisable for their full remaining original term under the applicable Award Agreement. Time-vested restricted stock units outstanding as of the Effective Date shall be settled within 60 days of the Termination Date. Time-vested equity awards other than options granted after the Effective Date shall be settled at the time set forth in the applicable Award Agreement. In the event of the Executive’s death, all Performance-Based Awards that were outstanding as of the Effective Date shall be settled and paid within 90 days of the Executive’s death, and any Performance-Based Awards that are granted after the Effective Date shall be settled and paid to the Executive at the time set forth in the applicable Award Agreement as if employment did not terminate. In the event of the Executive’s Disability, Performance-Based Awards shall be settled and paid to the Executive at the time set forth in the applicable Award Agreement as if employment did not terminate, subject to any delay for “specified employees” that may be required in accordance with Section 9, below; and (B) an additional cash amount equal to 24 times the excess of (A) the monthly COBRA premium in effect under the Company’s health, dental and vision plans applicable to the Executive and his dependents, less (B) the monthly premium cost for active employees, to be paid in a lump sum within 60 days after the Termination Date. The Executive shall be solely responsible for any taxes imposed on the Executive arising from the Company’s payment of COBRA-calculated amounts hereunder.