Common use of Termination Due to Death or Permanent Disability Clause in Contracts

Termination Due to Death or Permanent Disability. If the Employment Period shall be terminated due to the death of the Executive, the Executive's estate or legal representative shall be paid solely (except as provided in Section 5.05 below) (i) a portion of the bonus (if any) that would have been payable to the Executive for the year of termination as determined by the Compensation Committee of the Board of Directors in accordance with the annual bonus plan, prorated for the portion of the bonus year during which he was employed by the Company, and (ii) an amount equal to two times the sum of the Base Salary and the target annual bonus set forth in Section 4.02. Such amount will be payable in a lump sum as soon as practicable following termination of the Executive's employment and shall not be offset by any proceeds received by the Executive's estate or legal representative from any insurance coverages provided by the Company or any of its Subsidiaries. Notwithstanding the foregoing, the Company may fund its obligations under this section through the separate purchase of life insurance on the life of the Executive. If the Employment Period shall be terminated due to the Permanent Disability of the Executive, the Executive (or his legal representative) shall be paid solely (except as provided in Section 5.05 below) (i) a portion of the bonus (if any) that would have been payable to the Executive for the year of termination as determined by the Compensation Committee of the Board of Directors in accordance with the annual bonus plan, prorated for the portion of the bonus year during which he was employed by the Company, and (ii) at a rate equal to 50% of the Base Salary on a monthly basis during the period of the Executive's Permanent Disability up to a maximum period as set forth in the Company's long-term disability plan, offset by any proceeds received by the Executive or his legal representative from any insurance coverages provided by the Company or any of its Subsidiaries. In addition, promptly following any such termination, the Executive (or his estate or legal representative) shall also be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination.

Termination Due to Death or Permanent Disability. If the Employment Period shall be terminated due to the death of the Executive, the Executive's estate or legal representative shall be paid solely (except as provided in Section 5.05 below) (i) a portion of the bonus (if any) that would have been payable to the Executive for the year of termination as determined by the Compensation Committee of the Board of Directors in accordance with the annual bonus plan, prorated for the portion of the bonus year during which he was employed by the Company, and (ii) an amount equal to two times the sum of the Base Salary and the target annual bonus set forth in Section 4.02. Such amount will be payable in a lump sum as soon as practicable following termination of the Executive's employment and shall not be offset by any proceeds received by the Executive's estate or legal representative from any insurance coverages provided by the Company or any of its Subsidiaries. Notwithstanding the foregoing, the Company may fund its obligations under this section through the separate purchase of life insurance on the life of the Executiveaffiliates. If the Employment Period shall be terminated due to the Permanent Disability of the Executive, the Executive (or his legal representative) shall be paid solely (except as provided in Section 5.05 below) (i) a portion of the bonus (if any) that would have been payable to the Executive for the year of termination as determined by the Compensation Committee of the Board of Directors in accordance with the annual bonus plan, prorated for the portion of the bonus year during which he was employed by the Company, and (ii) at a rate equal to 5040% of the Base Salary on a monthly basis during the period of the Executive's Permanent Disability up to a maximum period as set forth in the Company's long-term disability plan, offset by any proceeds received by the Executive or his legal representative from any insurance coverages provided by the Company or any of its Subsidiariesaffiliates. In addition, promptly following any such termination, the Executive (or his estate or legal representative) shall also be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination.

Termination Due to Death or Permanent Disability. If In the Employment Period shall be terminated due to the death event of the Executive, the Executive's estate or legal representative shall be paid solely (except as provided in Section 5.05 below) (i) a portion of the bonus (if any) that would have been payable to the Executive for the year of termination as determined by the Compensation Committee of the Board of Directors in accordance with the annual bonus plan, prorated for the portion of the bonus year during which he was employed by the Company, and (ii) an amount equal to two times the sum of the Base Salary and the target annual bonus set forth in Section 4.02. Such amount will be payable in a lump sum as soon as practicable following termination of the Executive's employment and shall not be offset by any proceeds received by this Agreement due to the Executive's estate death or legal representative from any insurance coverages provided by the Company or any of its Subsidiaries. Notwithstanding the foregoingDisability (as defined in Section 6(c)), the Company may fund its obligations under this section through the separate purchase of life insurance on the life of the Executive. If the Employment Period shall be terminated due to the Permanent Disability of the Executive, or the Executive (or his Executive's legal representative) , shall be paid solely (entitled to no payments, salary continuation, severance or other benefits, except as provided in Section 5.05 below) for: (i) a portion of the bonus (if any) that would have been payable Base Salary to the Executive for extent earned and accrued but unpaid through the year date of Executive's termination of employment, as well as a one time lump sum cash payment equivalent to twelve (12) times the Executive's monthly Base Salary, to be paid within a reasonable time, not to exceed ninety (90) days, after the 4 -4- Executive's death or Disability. subject to any offset or reduction as set forth in Section 4(b)(iv); (ii) any Incentive Bonus payment, as determined by the Compensation Committee of the Board of Directors in accordance with the annual bonus planpursuant to Section 3(b) herein, prorated for the portion of the bonus year during which he was employed by the Company, and (ii) at a rate equal quarter previously ended prior to 50% of the Base Salary on a monthly basis during the period of the Executive's Permanent Disability up to a maximum period as set forth in the Company's long-term disability plan, offset by any proceeds received by the Executive or his legal representative from any insurance coverages provided by the Company or any of its Subsidiariestermination. In addition, promptly following any such terminationin its sole discretion, the Compensation Committee may provide an additional incentive bonus payment for the quarter in which the Executive's termination of employment occurred; (iii) payment for accrued but unused vacation time up to the Executive's termination of employment; (iv) all benefits the Executive (would otherwise receive upon a Disability or his estate upon death under any benefit plan covering the Executive, PROVIDED, HOWEVER, that all such benefits that the Executive receives or legal representativewould otherwise receive upon a Disability shall be offset against any other payments under Section 4(b)(i) shall also be reimbursed all Reimbursable Expenses incurred of this Section 4(b), such that any amount potentially owing to the Executive under Section 4(b)(i) is reduced, but not less than zero, by the monetary value of the benefits (referenced in this subsection) received by the Executive; (v) statutory benefit continuation rights in accordance with COBRA, provided Executive prior makes the appropriate voluntary contribution payments and subject to such terminationapplicable law and the requirements of the Company's health insurance plans then in effect; (vi) all expenses reimbursable to the Executive and unpaid as of the date of Executive's termination of employment; and (vii) During the Term, the Company shall maintain disability insurance policies, for which the Executive is eligible, comparable to the insurance policies for which the other senior executives of the Company are eligible.

Termination Due to Death or Permanent Disability. If the Executive’s Employment Period shall be is terminated due to the death of the Executive, the Executive's estate or legal representative shall be paid solely (except as provided in Section 5.05 below) solely: (i) a portion of the bonus (if any) that would have been payable to the Executive for the year of termination as determined by the Compensation Committee of the Board of Directors in accordance with the annual bonus plan, prorated for the portion of the bonus year during which he was employed by the Companyplan as set forth in Section 4.02;, and (ii) an amount equal to two times the sum twelve (12) months of the Base Salary and the target annual bonus set forth in Section 4.02Salary. Such amount will be payable in a lump sum as soon as practicable following termination of the Executive's employment death and shall not be offset by any proceeds received by the Executive's estate or legal representative from any insurance coverages provided by the Company or any of its Subsidiaries. Notwithstanding the foregoing, the Company may fund its obligations under this section through the separate purchase of life insurance on the life of on the Executiveexecutive. If the Employment Period shall be Executive’s employment is terminated due to the Permanent Disability of the Executive, the Executive (or his legal representative) shall be paid solely (except as provided in Section 5.05 below) solely: (i) a portion of the bonus (if any) that would have been payable to the Executive for the year of termination as determined by the Compensation Committee of the Board of Directors in accordance with the annual bonus plan, prorated for the portion of the bonus year during which he was employed by the Company, plan as set forth in Section 4.02; and (ii) at a rate equal to 50% of the Base Salary on a monthly basis during the period of the Executive's Permanent Disability up to a maximum period as set forth in the Company's long-term disability plan, offset by any proceeds received by the Executive or his legal representative from any insurance coverages provided by the Company or any of its Subsidiaries. In addition, promptly following any such termination, the Executive (or his estate or legal representative) shall also be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. In event of a Change in Employment Category as defined in Section 3.03, the Executive’s rights upon termination shall be governed by Section 3.03.

Termination Due to Death or Permanent Disability. If the Employment Period shall be terminated due to the death of the Executive, the Executive's ’s estate or legal representative shall be paid solely (except as provided in Section 5.05 below) (i) a portion of the bonus (if any) that would have been payable to the Executive for the year of termination as determined by the Compensation Committee of the Board of Directors in accordance with the annual bonus plan, prorated for the portion of the bonus year during which he was employed by the Company, and (ii) an amount equal to two times the sum of the Base Salary and the target annual bonus set forth in Section 4.02. Such amount will be payable in a lump sum within ninety days (with the payment date within such period as soon as practicable determined by the Company) following termination of the Executive's employment ’s death and shall not be offset by any proceeds received by the Executive's ’s estate or legal representative from any life insurance coverages provided by the Company or any of its Subsidiaries. Notwithstanding the foregoing, the Company may fund its obligations under this section through the separate purchase of life insurance on the life of the Executiveaffiliates. If the Employment Period shall be terminated by reason of a termination of employment due to the Permanent Disability of the Executive, the Executive (or his legal representative) shall be paid solely (except as provided in Section 5.05 below) (i) a portion of the bonus (if any) that would have been payable to the Executive for the year of termination as determined by the Compensation Committee of the Board of Directors in accordance with the annual bonus plan, prorated for the portion of the bonus year during which he was employed by the Company, which shall be paid on March 15 of the year following the year that the Executive becomes Permanently Disabled, and (ii) at a rate an amount per annum equal to 5040% of the annual Base Salary on a monthly basis during the period beginning on the date of the Executive's ’s Permanent Disability up to a maximum period as set forth the month in which the Company's long-term disability planExecutive reaches age 65, offset by any proceeds scheduled to be received by the Executive or his legal representative from any disability insurance coverages provided by the Company or any of its Subsidiariesaffiliates, such amount to be paid to the Executive in equal monthly installments beginning one month after such termination of employment, provided, however, that all installments otherwise scheduled to be made after the first anniversary of such termination shall instead be made on such first anniversary. In addition, promptly following any such termination, the Executive (or his estate or legal representative) shall also be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination.

Termination Due to Death or Permanent Disability. If Executive’s Termination Date occurs on account of death or Permanent Disability (as defined in Section 4(g) below), then, subject to the Employment Period terms and conditions of this Agreement, Executive shall be terminated due entitled to the death following payments and benefits: i. the Accrued Amounts; ii. a pro-rata Annual Bonus for the year in which the Termination Date occurs determined as the product of (A) the Executive, the Executive's estate or legal representative shall be paid solely (except as provided in Section 5.05 below) (i) a portion of the bonus (if any) Annual Bonus that would otherwise have been payable paid to the Executive for the calendar year in which the Termination Date occurs had the Termination Date not occurred (determined without regard to any reduction therein resulting solely from a reduction in the Target Bonus which constitutes Good Reason), multiplied by (B) a fraction, the numerator of termination as determined by which is the Compensation Committee total number of the Board of Directors in accordance with the annual bonus plan, prorated for the portion of the bonus year during which he was days Executive is employed by the CompanyCompany Group in the calendar year in which the Termination Date occurs and through the Termination Date, and the denominator of which is 365 (ii) an amount equal the “Pro-Rata Annual Bonus”), payable to two times the sum of the Base Salary and the target annual bonus set forth in Section 4.02. Such amount will be payable Executive in a lump sum at the same time as soon as practicable following termination Annual Bonuses for the year to which the Pro-Rata Annual Bonus relates are payable to similarly-situated executives of the Executive's employment and Company whose Termination Date has not occurred; and iii. Pro-Rated Vested Equity Awards (as defined in Section 4(g) below). Any Pro-Rata Annual Bonus that is payable pursuant to this Section 4(c) or Sections 4(d)-(e) hereof shall not be offset by in addition to any proceeds received by bonus that may otherwise be payable to Executive under the Executive's estate or legal representative from any insurance coverages provided by the Company or any of its Subsidiaries. Notwithstanding the foregoing, the Company may fund its obligations under this section through the separate purchase of life insurance on the life terms of the Executive. If the Employment Period shall be terminated due to the Permanent Disability of the Executive, the Executive (or his legal representative) shall be paid solely (except as provided in Section 5.05 below) (i) a portion of the bonus (if any) Bonus Plan and that would have been payable to be included in the Executive Accrued Amounts for the year of termination as determined by in which the Compensation Committee of the Board of Directors in accordance with the annual bonus plan, prorated for the portion of the bonus year during which he was employed by the Company, and (ii) at a rate equal to 50% of the Base Salary on a monthly basis during the period of the Executive's Permanent Disability up to a maximum period as set forth in the Company's long-term disability plan, offset by any proceeds received by the Executive or his legal representative from any insurance coverages provided by the Company or any of its Subsidiaries. In addition, promptly following any such termination, the Executive (or his estate or legal representative) shall also be reimbursed all Reimbursable Expenses incurred by the Executive prior to such terminationTermination Date occurs.

Termination Due to Death or Permanent Disability. If the Employment Period shall be terminated due to the death of the Executive, the Executive's ’s estate or legal representative shall be paid solely (except as provided in Section 5.05 below) (i) a portion of the bonus (if any) that would have been payable to the Executive for the year of termination as determined by the Compensation Committee of the Board of Directors in accordance with the annual bonus plan, prorated for the portion of the bonus year during which he was employed by the Company, and (ii) an amount equal to two times the sum of the Base Salary and the target annual bonus set forth in Section 4.02. Such amount will be payable in a lump sum within ninety days (with the payment date within such period as soon as practicable determined by the Company) following termination of the Executive's employment ’s death and shall not be offset by any proceeds received by the Executive's ’s estate or legal representative from any life insurance coverages provided by the Company or any of its Subsidiaries. Notwithstanding the foregoing, the Company may fund its obligations under this section through the separate purchase of life insurance on the life of the Executiveaffiliates. If the Employment Period shall be terminated by reason of a termination of employment due to the Permanent Disability of the Executive, the Executive (or his legal representative) shall be paid solely (except as provided in Section 5.05 below) (i) a portion of the bonus (if any) that would have been payable to the Executive for the year of termination as determined by the Compensation Committee of the Board of Directors in accordance with the annual bonus plan, prorated for the portion of the bonus year during which he was employed by the Company, which shall be paid on March 15 of the year following the year that the Executive becomes Permanently Disabled, and (ii) at a rate equal to 5040% of the Base Salary on a monthly basis during the period beginning on the date of the Executive's ’s Permanent Disability up to a maximum period as set forth the month in which the Company's long-term disability planExecutive reaches age 65, offset by any proceeds received by the Executive or his legal representative from any disability insurance coverages provided by the Company or any of its Subsidiariesaffiliates. In addition, promptly following any such termination, the Executive (or his estate or legal representative) shall also be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination.

Termination Due to Death or Permanent Disability. If the Employment Period shall be terminated due to the death of the Executive, the Executive's estate or legal representative shall be paid solely (except as provided in Section 5.05 below) (i) a portion of the bonus (if any) that would have been payable to the Executive for the year of termination as determined by the Compensation Committee of the Board of Directors in accordance with the annual bonus plan, prorated for the portion of the bonus year during which he was employed by the Company, and (ii) an amount equal to two times the sum of the Base Salary and the target annual bonus set forth in Section 4.02. Such amount will be payable in a lump sum as soon as practicable following termination of the Executive's employment and shall not be offset by any proceeds received by the Executive's estate or legal representative from any insurance coverages provided by the Company or any of its Subsidiaries. Notwithstanding the foregoing, the Company may fund its obligations under this section through the separate purchase of life insurance on the life of the Executive. If the Employment Period shall be terminated due to the Permanent Disability of the Executive, the Executive (or his legal representative) shall be paid solely (except as provided in Section 5.05 below) (i) a portion of the bonus (if any) that would have been payable to the Executive for the year of termination as determined by the Compensation Committee of the Board of Directors in accordance with the annual bonus plan, prorated for the portion of the bonus year during which he was employed by the Company, and (ii) at a rate equal to 50% of the Base Salary on a monthly basis during the period of the Executive's Permanent Disability up to a maximum period as set forth in the Company's long-term disability plan, offset by any proceeds received by the Executive or his legal representative from any insurance coverages provided by the Company or any of its Subsidiaries. In addition, promptly following any such termination, the Executive (or his estate or legal representative) shall also be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination.