Common use of Termination Due to Executive’s Death Clause in Contracts

Termination Due to Executive’s Death. If the Executive’s employment is terminated by reason of the Executive’s death, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than all of the following: (a) The Company shall pay to the Executive’s legal representative in a lump sum in cash within 30 days after the Date of Termination the aggregate of: (1) Executive’s Annual Base Salary through the Date of Termination to the extent not previously paid; and (2) a Bonus, in a single lump sum in cash, equal to the Bonus, if any, that the Compensation Committee projects, reasonably and in good faith, that Executive would have received for the then-current fiscal year, computed by using the average of the Executive’s last five (5) years of bonus payments (which shall include those years in which no bonus was earned or for which bonuses may have been suspended), prorated through the Date of Termination. (b) The Company shall pay, or commence to be paid, as applicable, to the Executive’s legal representative any compensation previously deferred by the Executive and any other non-qualified benefit plan balances to the extent not previously paid, in accordance with the terms of deferral or the other non-qualified plan, as applicable. (c) Except as otherwise prohibited in the applicable option/incentive plans, all stock option and restricted stock awards that were outstanding immediately prior to the Date of Termination shall become fully and immediately exercisable and/or vested, as the case may be, with no further restrictions on sale or transferability other than those mandated by law, and each stock option (including already vested stock options) shall remain exercisable by Executive’s legal representative for 12 months following the Date of Termination (but in no event beyond the latest date upon which the stock option could have expired by its original terms); (d) For one year after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide those benefits to the Executive’s family that would have been provided to them in accordance with the welfare plans, programs, practices and policies described in Section 4.5 of this Agreement if the Executive’s employment had not been terminated. To the extent any of the foregoing benefits are not exempt from the requirements of Section 409A of the Internal Revenue Code, the amount of expenses eligible for reimbursement (other than the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code (relating to medical reimbursement arrangements)), or in-kind benefits provided, during the Executive’s taxable year may not affect the expenses eligible for reimbursement, or the in-kind benefits to be provided, in any other taxable year; (e) To the extent not previously paid or provided, the Company shall timely pay or provide to the Executive’s applicable beneficiaries any other amounts or benefits required to be paid or provided or which the Executive is entitled to receive under any plan, program, policy or practice or contract or agreement of the Company; and (f) Any other death benefits then in effect for Company employees or executives and their beneficiaries.

Termination Due to Executive’s Death. If the Executive’s employment is terminated by reason of the Executive’s death, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than all of the following: (a) The Company shall pay to the Executive’s legal representative in a lump sum in cash within 30 days after the Date of Termination the aggregate of: (1) of Executive’s Annual Base Salary through the Date of Termination to the extent not previously paid; and (2) a Bonus, in a single lump sum in cash, equal to the Bonus, if any, that the Compensation Committee projects, reasonably and in good faith, that Executive would have received for the then-current fiscal year, computed by using the average of the Executive’s last five (5) years of bonus payments (which shall include those years in which no bonus was earned or for which bonuses may have been suspended), prorated through the Date of Termination.; (b) The Company shall pay, or commence to be paid, as applicable, to the Executive’s legal representative any compensation previously deferred by the Executive and any other non-qualified benefit plan balances to the extent not previously paid, in accordance with the terms of deferral or the other non-qualified plan, as applicable. (c) Except as otherwise prohibited in the applicable option/incentive plans, all stock option and restricted stock awards that were outstanding immediately prior to the Date of Termination shall become fully and immediately exercisable and/or vested, as the case may be, with no further restrictions on sale or transferability other than those mandated by law, and each stock option (including already vested stock options) shall remain exercisable by Executive’s legal representative for 12 months following the Date of Termination (but in no event beyond the latest date upon which the stock option could have expired by its original terms); (d) For one year after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide those benefits to the Executive’s family that would have been provided to them in accordance with the welfare plans, programs, practices and policies described in Section 4.5 of this Agreement if the Executive’s employment had not been terminated. To the extent any of the foregoing benefits are not exempt from the requirements of Section 409A of the Internal Revenue Code, the amount of expenses eligible for reimbursement (other than the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code (relating to medical reimbursement arrangements)), or in-kind benefits provided, during the Executive’s taxable year may not affect the expenses eligible for reimbursement, or the in-kind benefits to be provided, in any other taxable year; (e) To the extent not previously paid or provided, the Company shall timely pay or provide to the Executive’s applicable beneficiaries any other amounts or benefits required to be paid or provided or which the Executive is entitled to receive under any plan, program, policy or practice or contract or agreement of the Company; and (f) Any other death benefits then in effect for Company employees or executives and their beneficiaries.

Termination Due to Executive’s Death. If the Executive’s employment hereunder is terminated by reason because of the Executive’s death, this Agreement shall terminate without further obligations to then the Executive’s legal representatives under this Agreement, other than all of the following: (a) The Company shall pay to the Executive’s legal representative in estate: (i) a lump sum payment in cash equal to (A) Executive’s Annual Salary earned through the date of Executive’s death and (B) any accrued vacation pay earned by Executive, in each case, to the extent not theretofore paid, and such payment shall be paid within 30 days after the Date date of Termination the aggregate of: (1) Executive’s Annual Base Salary through the Date of Termination to the extent not previously paiddeath; and (2ii) a Bonus, in a single lump sum payment in cash, cash equal to the Bonusnumber of days in the Company’s fiscal year up to and including the date of Executive’s death divided by the total number of days in the Company’s fiscal year (for purposes of this Section 7(a), if any, that the Compensation Committee projects, reasonably and in good faith, that Executive would have received “Pro Rata Fraction”) multiplied by Executive’s Bonus earned for the then-current Company’s fiscal year, computed year ending contemporaneously with or immediately following the date of Executive’s death as reasonably determined by using the average Board or a committee thereof after the end of the ExecutiveCompany’s last five (5) years of bonus payments (which shall include those years fiscal year in which no bonus was earned or for which bonuses may have been suspended), prorated through the Date of Termination. (b) The Company shall pay, or commence to be paid, as applicable, to the Executive’s legal representative any compensation previously deferred by the Executive and any other non-qualified benefit plan balances to the extent not previously paid, such death occurs in accordance with the terms Board’s determination policies then in effect; provided that the bonus shall not be less than an amount equal to the Pro Rata Fraction times the positive difference between $1,005,000 and the Annual Salary, and such payment shall be paid on the April 15th immediately following the end of deferral or the other non-qualified plan, as applicable. (c) Except as otherwise prohibited in the applicable option/incentive plansCompany’s fiscal year bonus period to which such Bonus relates. In addition, all stock option and restricted stock awards that were outstanding options to acquire securities of the Company held by Executive immediately prior to the Termination Date of that would have vested if Executive’s employment continued for two years after the Termination Date shall become fully and immediately exercisable and/or vestedexercisable, as the case may be, with no further restrictions on sale or transferability other than those mandated by law, and each stock option (including already vested stock options) shall remain exercisable by Executive’s legal representative for 12 months following the Date of Termination (but in no event beyond the latest date upon which the stock option could have expired by its original terms); (d) For one year after the Date of Termination, or such longer period as may be provided by notwithstanding the terms of the appropriate planrelevant stock option agreements and regardless of whether or not the vesting conditions set forth in the relevant stock option agreements have been satisfied in full, program, practice and all restrictions on any Restricted Stock or policy, Deferred Stock Units of the Company shall continue held by Executive immediately prior to provide those benefits to the Executive’s family Termination Date that would have lapsed if Executive’s employment continued for two years after the Termination Date shall be removed, notwithstanding the terms of the relevant Restricted Stock or Deferred Stock Units agreements and regardless of whether the conditions set forth in the relevant Restricted Stock or Deferred Stock Units agreements have been provided satisfied in full. Executive shall also be entitled to them any other benefits which may be owing in accordance with the welfare plans, programs, practices Company’s plans and policies described in Section 4.5 of this Agreement if the Executive’s employment had not been terminated. To the extent any of the foregoing benefits are not exempt from the requirements of Section 409A of the Internal Revenue Code, the amount of expenses eligible for reimbursement (other than the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code (relating to medical reimbursement arrangements)), or in-kind benefits provided, during the Executive’s taxable year may not affect the expenses eligible for reimbursement, or the in-kind benefits to be provided, in any other taxable year; (e) To the extent not previously paid or provided, the Company and such amounts shall timely pay or provide to the Executive’s applicable beneficiaries any other amounts or benefits required to be paid or provided or which the Executive is entitled to receive under any plan, program, policy or practice or contract or agreement of the Company; and (f) Any other death benefits then in effect for Company employees or executives accordance with such plans and their beneficiariespolicies.

Termination Due to Executive’s Death. If the Executive’s employment hereunder is terminated because of death, then the Company shall pay to Executive’s estate (or his designated beneficiaries): (i) a lump sum payment in cash equal to (A) Executive’s Annual Salary earned through the date of Executive’s death, (B) any accrued vacation pay earned by reason Executive, (C) any Bonus earned for the fiscal year ending prior to such death which has not yet been paid to the Executive and (D) any unreimbursed business expenses of Executive, in each case, to the extent not theretofore paid, and such payment shall be paid within 30 days after the date of Executive’s death except in the case of the Bonus which shall be paid on the April 15th immediately following the end of the fiscal year bonus period to which such Bonus relates; and (ii) a lump sum payment in cash equal to the number of days in the Company’s fiscal year up to and including the date of Executive’s death divided by the total number of days in the Company’s fiscal year multiplied by Executive’s Bonus earned for the Company’s fiscal year ending contemporaneously with or immediately following the date of Executive’s death as reasonably determined by the Board or a committee thereof after the end of the Company’s fiscal year in which such death occurs in accordance with the Board’s determination policies then in effect; such payment shall be paid on the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Bonus relates. In addition, all options to acquire securities of the Company held by Executive immediately prior to the Termination Date that would have vested if Executive’s employment continued for two years after the Termination Date shall become fully exercisable and shall remain exercisable for the period to end upon the earlier of the stated term of such option or one year following the date of the Executive’s death, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than all of the following: (a) The Company shall pay to the Executive’s legal representative in a lump sum in cash within 30 days after the Date of Termination the aggregate of: (1) Executive’s Annual Base Salary through the Date of Termination to the extent not previously paid; and (2) a Bonus, in a single lump sum in cash, equal to the Bonus, if any, that the Compensation Committee projects, reasonably and in good faith, that Executive would have received for the then-current fiscal year, computed by using the average of the Executive’s last five (5) years of bonus payments (which shall include those years in which no bonus was earned or for which bonuses may have been suspended), prorated through the Date of Termination. (b) The Company shall pay, or commence to be paid, as applicable, to the Executive’s legal representative any compensation previously deferred by the Executive and any other non-qualified benefit plan balances to the extent not previously paid, in accordance with the terms of deferral or the other non-qualified plan, as applicable. (c) Except as otherwise prohibited in the applicable option/incentive plans, all stock option and restricted stock awards that were outstanding immediately prior to the Date of Termination shall become fully and immediately exercisable and/or vested, as the case may be, with no further restrictions on sale or transferability other than those mandated by law, and each stock option (including already vested stock options) shall remain exercisable by Executive’s legal representative for 12 months following the Date of Termination (but in no event beyond the latest date upon which the stock option could have expired by its original terms); (d) For one year after the Date of Termination, or such longer period as may be provided by notwithstanding the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide those benefits to the Executive’s family that would have been provided to them in accordance with the welfare plans, programs, practices and policies described in Section 4.5 of this Agreement if the Executive’s employment had not been terminated. To the extent any of the foregoing benefits are not exempt from the requirements of Section 409A of the Internal Revenue Code, the amount of expenses eligible for reimbursement relevant stock option agreements (other than the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code (relating to medical reimbursement arrangements)), or in-kind benefits provided, during the Executive’s taxable year may not affect the expenses eligible that, if such agreements provide for reimbursementa longer exercise period, or the in-kind benefits to be provided, in any other taxable year; (e) To the extent not previously paid or provided, the Company shall timely pay or provide to the Executive’s applicable beneficiaries any other amounts or benefits required to be paid or provided or which the Executive is entitled to receive under any plan, program, policy or practice or contract or agreement of the Company; and (f) Any other death benefits then in effect for Company employees or executives and their beneficiaries.such longer period shall

Termination Due to Executive’s Death. If the Executive’s employment hereunder is terminated by reason because of death, then the Company shall pay to Executive’s estate (or designated beneficiaries): (i) a lump sum payment in cash equal to (A) Executive’s Annual Salary earned through the date of Executive’s death, this Agreement shall terminate without further obligations (B) any accrued vacation pay earned by Executive, (C) any Bonus earned for the fiscal year ending prior to such death which has not yet been paid to the Executive and (D) any unreimbursed business expenses of Executive’s legal representatives under this Agreement, other than all of the following: (a) The Company shall pay in each case, to the Executive’s legal representative in a lump sum in cash extent not theretofore paid, and such payment shall be paid within 30 days after the Date date of Termination the aggregate of: (1) Executive’s Annual Base Salary through death except in the Date case of Termination the Bonus which shall be paid on the April 15th immediately following the end of the fiscal year bonus period to the extent not previously paidwhich such Bonus relates; and (2ii) a Bonus, in a single lump sum payment in cash, cash equal to the Bonusnumber of days in the Company’s fiscal year up to and including the date of Executive’s death divided by the total number of days in the Company’s fiscal year multiplied by Executive’s Bonus earned for the Company’s fiscal year ending contemporaneously with or immediately following the date of Executive’s death as reasonably determined by the Board or a committee thereof after the end of the Company’s fiscal year in which such death occurs in accordance with the Board’s determination policies then in effect, and such payment shall be paid on the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Bonus relates. In addition, all options to acquire securities of the Company held by Executive immediately prior to the Termination Date that would have vested if Executive’s employment continued for one year after the Termination Date shall become fully exercisable, notwithstanding the terms of the relevant stock option agreements and regardless of whether or not the vesting conditions set forth in the relevant stock option agreements have been satisfied in full, and all restrictions on any restricted stock or deferred stock units of the Company held by Executive immediately prior to Termination Date that would have lapsed if Executive’s employment continued for one year after the Termination Date shall be removed, notwithstanding the terms of the relevant restricted stock or deferred stock units agreements and regardless of whether the conditions set forth in the relevant restricted stock or deferred stock units agreements have been satisfied in full. Further, restrictions on any performance units shall lapse, if any, that the Compensation Committee projects, reasonably and in good faith, that Executive would have received for the then-current fiscal year, computed by using the average of the Executive’s last five (5) years of bonus payments (which shall include those years in which no bonus was earned or for which bonuses may have been suspended), prorated through the Date of Termination. (b) The Company shall pay, or commence to be paid, as applicable, to the Executive’s legal representative any compensation previously deferred by the Executive and any other non-qualified benefit plan balances to the extent not previously paidat all, in accordance with the terms of deferral or the other non-qualified plan, as applicable. (c) Except as otherwise prohibited in the applicable option/incentive plans, all stock option relevant performance unit agreement and restricted stock awards that were outstanding immediately prior nothing herein shall be deemed to the Date of Termination shall become fully and immediately exercisable and/or vested, as the case may be, with no further restrictions on sale or transferability other than those mandated by law, and each stock option (including already vested stock options) shall remain exercisable by Executive’s legal representative for 12 months following the Date of Termination (but in no event beyond the latest date upon which the stock option could have expired by its original terms); (d) For one year after the Date of Termination, or such longer period as may be provided by modify the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide those benefits to the such performance unit agreements. Executive’s family that would have been provided estate or designated beneficiaries shall also be entitled to them any other benefits which may be owing in accordance with the welfare plans, programs, practices Company’s plans and policies described in Section 4.5 of this Agreement if the Executive’s employment had not been terminated. To the extent any of the foregoing benefits are not exempt from the requirements of Section 409A of the Internal Revenue Code, the amount of expenses eligible for reimbursement (other than the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code (relating to medical reimbursement arrangements)), or in-kind benefits provided, during the Executive’s taxable year may not affect the expenses eligible for reimbursement, or the in-kind benefits to be provided, in any other taxable year; (e) To the extent not previously paid or provided, the Company and such amounts shall timely pay or provide to the Executive’s applicable beneficiaries any other amounts or benefits required to be paid or provided or which in accordance with such plans and policies (the “Executive is entitled to receive under any plan, program, policy or practice or contract or agreement of the Company; and (f) Any other death benefits then in effect for Company employees or executives and their beneficiariesBenefits”).

Termination Due to Executive’s Death. If the Executive’s employment is terminated by reason of the Executive’s death, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than all of the following: (a) The Company shall pay to the Executive’s legal representative in a lump sum in cash within 30 days after the Date of Termination the aggregate of: (1) of Executive’s Annual Base Salary through the Date of Termination to the extent not previously paid; and (2) a Bonus, in a single lump sum in cash, equal to the Bonus, if any, that the Compensation Committee projects, reasonably and in good faith, that Executive would have received for the then-current fiscal year, computed by using the average of the Executive’s last five (5) years of bonus payments (which shall include those years in which no bonus was earned or for which bonuses may have been suspended), prorated through the Date of Termination. (b) The Company shall pay, or commence to be paid, as applicable, to the Executive’s legal representative any compensation previously deferred by the Executive and any other non-qualified benefit plan balances to the extent not previously paid, in accordance with the terms of deferral or the other non-qualified plan, as applicable. (c) Except as otherwise prohibited in the applicable option/incentive plans, all stock option and restricted stock awards that were outstanding immediately prior to the Date of Termination shall become fully and immediately exercisable and/or vested, as the case may be, with no further restrictions on sale or transferability other than those mandated by law, and each stock option (including already vested stock options) shall remain exercisable by Executive’s legal representative for 12 months following the Date of Termination (but in no event beyond the latest date upon which the stock option could have expired by its original terms); (d) For one year thirty (30) days after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide those benefits to the Executive’s family that would have been provided to them in accordance with the welfare plans, programs, practices and policies described in Section 4.5 of this Agreement if the Executive’s employment had not been terminated. To the extent any of the foregoing benefits are not exempt from the requirements of Section 409A of the Internal Revenue Code, the amount of expenses eligible for reimbursement (other than the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code (relating to medical reimbursement arrangements)), or in-kind benefits provided, during the Executive’s taxable year may not affect the expenses eligible for reimbursement, or the in-kind benefits to be provided, in any other taxable year; (e) To the extent not previously paid or provided, the Company shall timely pay or provide to the Executive’s applicable beneficiaries any other amounts or benefits required to be paid or provided or which the Executive is entitled to receive under any plan, program, policy or practice or contract or agreement of the Company; and (f) Any other death benefits then in effect for Company employees or executives and their beneficiaries.

Termination Due to Executive’s Death. If the Executive’s employment is terminated by reason of the Executive’s death, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than all of the following: (a) The Company shall pay to the Executive’s legal representative in a lump sum in cash within 30 days after the Date of Termination the aggregate of: (1) of Executive’s Annual Base Salary through the Date of Termination to the extent not previously paid; and (2) a Bonus, in a single lump sum in cash, equal to the Bonus, if any, that the Compensation Committee projects, reasonably and in good faith, that Executive would have received for the then-current fiscal year, computed by using the average of the Executive’s last five (5) years of bonus payments (which shall include those years in which no bonus was earned or for which bonuses may have been suspended), prorated through the Date of Termination.; (b) The Company shall pay, or commence to be paid, as applicable, to the Executive’s legal representative any compensation previously deferred by the Executive and any other non-qualified benefit plan balances to the extent not previously paid, in accordance with the terms of deferral or the other non-qualified plan, as applicable. (c) Except as otherwise prohibited in the applicable option/incentive plans, all stock option and restricted stock awards that were outstanding immediately prior to the Date of Termination shall become fully and immediately exercisable and/or vested, as the case may be, with no further restrictions on sale or transferability other than those mandated by law, and each stock option (including already vested stock options) shall remain exercisable by Executive’s legal representative for 12 months following the Date of Termination (but in no event beyond the latest date upon which the stock option could have expired by its original terms); (d) For one year after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide those benefits to the Executive’s family that would have been provided to them in accordance with the welfare plans, programs, practices and policies described in Section 4.5 4.4 of this Agreement if the Executive’s employment had not been terminated. To the extent any of the foregoing benefits are not exempt from the requirements of Section 409A of the Internal Revenue Code, the amount of expenses eligible for reimbursement (other than the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code (relating to medical reimbursement arrangements)), or in-kind benefits provided, during the Executive’s taxable year may not affect the expenses eligible for reimbursement, or the in-kind benefits to be provided, in any other taxable year; (e) To the extent not previously paid or provided, the Company shall timely pay or provide to the Executive’s applicable beneficiaries any other amounts or benefits required to be paid or provided or which the Executive is entitled to receive under any plan, program, policy or practice or contract or agreement of the Company; and (f) Any other death benefits then in effect for Company employees or executives and their beneficiaries.

Termination Due to Executive’s Death. If the Executive’s employment is terminated by reason of the Executive’s death, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than all of the following: (a) The Company shall pay to the Executive’s legal representative in a lump sum in cash within 30 days after the Date of Termination the aggregate of: (1) of Executive’s Annual Base Salary through the Date of Termination to the extent not previously paid; and (2) a Bonus, in a single lump sum in cash, equal to the Bonus, if any, that the Compensation Committee projects, reasonably and in good faith, that Executive would have received for the then-current fiscal year, computed by using the average of the Executive’s last five (5) years of bonus payments (which shall include those years in which no bonus was earned or for which bonuses may have been suspended), prorated through the Date of Termination. (b) The Company shall pay, or commence to be paid, as applicable, to the Executive’s legal representative any compensation previously deferred by the Executive and any other non-qualified benefit plan balances to the extent not previously paid, in accordance with the terms of deferral or the other non-qualified plan, as applicable. (c) Except as otherwise prohibited in the applicable option/incentive plans, all stock option and restricted stock awards that were outstanding immediately prior to the Date of Termination shall become fully and immediately exercisable and/or vested, as the case may be, with no further restrictions on sale or transferability other than those mandated by law, and each stock option (including already vested stock options) shall remain exercisable by Executive’s legal representative for 12 months following the Date of Termination (but in no event beyond the latest date upon which the stock option could have expired by its original terms); (d) For one year thirty (30) days after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide those benefits to the Executive’s family that would have been provided to them in accordance with the welfare plans, programs, practices and policies described in Section 4.5 4.4 of this Agreement if the Executive’s employment had not been terminated. To the extent any of the foregoing benefits are not exempt from the requirements of Section 409A of the Internal Revenue Code, the amount of expenses eligible for reimbursement (other than the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code (relating to medical reimbursement arrangements)), or in-kind benefits provided, during the Executive’s taxable year may not affect the expenses eligible for reimbursement, or the in-kind benefits to be provided, in any other taxable year; (e) To the extent not previously paid or provided, the Company shall timely pay or provide to the Executive’s applicable beneficiaries any other amounts or benefits required to be paid or provided or which the Executive is entitled to receive under any plan, program, policy or practice or contract or agreement of the Company; and (f) Any other death benefits then in effect for Company employees or executives and their beneficiaries.

Termination Due to Executive’s Death. If the Executive’s employment is terminated by reason of the Executive’s death, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than all of the following: (a) The Company shall pay to the Executive’s legal representative in a lump sum in cash within 30 days after the Date of Termination the aggregate of: (1) of Executive’s Annual Base Salary through the Date of Termination to the extent not previously paid; and (2) a Bonus, in a single lump sum in cash, equal to the Bonus, if any, that the Compensation Committee projects, reasonably and in good faith, that Executive would have received for the then-current fiscal year, computed by using the average of the Executive’s last five (5) years of bonus payments (which shall include those years in which no bonus was earned or for which bonuses may have been suspended), prorated through the Date of Termination.; (b) The Company shall pay, or commence to be paid, as applicable, to the Executive’s legal representative any compensation previously deferred by the Executive and any other non-qualified benefit plan balances to the extent not previously paid, in accordance with the terms of deferral or the other non-qualified plan, as applicable. (c) Except as otherwise prohibited in the applicable option/incentive plans, all stock option and restricted stock awards that were outstanding immediately prior to the Date of Termination shall become fully and immediately exercisable and/or vested, as the case may be, with no further restrictions on sale or transferability other than those mandated by law, and each stock option (including already vested stock options) shall remain exercisable by Executive’s legal representative for 12 months following the Date of Termination (but in no event beyond the latest date upon which the stock option could have expired by its original terms); (d) For one year thirty (30) days after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide those benefits to the Executive’s family that would have been provided to them in accordance with the welfare plans, programs, practices and policies described in Section 4.5 of this Agreement if the Executive’s employment had not been terminated. To the extent any of the foregoing benefits are not exempt from the requirements of Section 409A of the Internal Revenue Code, the amount of expenses eligible for reimbursement (other than the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code (relating to medical reimbursement arrangements)), or in-kind benefits provided, during the Executive’s taxable year may not affect the expenses eligible for reimbursement, or the in-kind benefits to be provided, in any other taxable year; (e) To the extent not previously paid or provided, the Company shall timely pay or provide to the Executive’s applicable beneficiaries any other amounts or benefits required to be paid or provided or which the Executive is entitled to receive under any plan, program, policy or practice or contract or agreement of the Company; and (f) Any other death benefits then in effect for Company employees or executives and their beneficiaries.

Termination Due to Executive’s Death. If the Executive’s employment hereunder is terminated by reason because of death, then the Company shall pay to Executive’s estate (or designated beneficiaries): (i) a lump sum payment in cash equal to (A) Executive’s Annual Salary earned through the date of Executive’s death, this Agreement shall terminate without further obligations (B) any accrued vacation pay earned by Executive, (C) any Bonus earned for the fiscal year ending prior to such death which has not yet been paid to the Executive and (D) any unreimbursed business expenses of Executive’s legal representatives under this Agreement, other than all of the following: (a) The Company shall pay in each case, to the Executive’s legal representative in a lump sum in cash extent not theretofore paid, and such payment shall be paid within 30 days after the Date date of Termination the aggregate of: (1) Executive’s Annual Base Salary through death except in the Date case of Termination the Bonus which shall be paid on the April 15th immediately following the end of the fiscal year bonus period to the extent not previously paidwhich such Bonus relates; and (2ii) a Bonus, in a single lump sum payment in cash, cash equal to the Bonusnumber of days in the Company’s fiscal year up to and including the date of Executive’s death divided by the total number of days in the Company’s fiscal year multiplied by Executive’s Bonus earned for the Company’s fiscal year ending contemporaneously with or immediately following the date of Executive’s death as reasonably determined by the Board or a committee thereof after the end of the Company’s fiscal year in which such death occurs in accordance with the Board’s determination policies then in effect, and such payment shall be paid on the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Bonus relates. In addition, all options to acquire securities of the Company held by Executive immediately prior to the Termination Date that would have vested if anyExecutive’s employment continued for one year after the Termination Date shall become fully exercisable, notwithstanding the terms of the relevant stock option agreements and regardless of whether or not the vesting conditions set forth in the relevant stock option agreements have been satisfied in full, and all restrictions on any restricted stock or deferred stock units of the Company held by Executive immediately prior to Termination Date that would have lapsed if Executive’s employment continued for one year after the Termination Date shall be removed, notwithstanding the terms of the relevant restricted stock or deferred stock units agreements and regardless of whether the conditions set forth in the relevant restricted stock or deferred stock units agreements have been satisfied in full. As a matter of clarification and for the avoidance of doubt, it is the intention and agreement of the parties that the Compensation Committee projectsforegoing provisions of this Section 7(a) relating to the vesting and period of exercise of stock options, reasonably and in good faiththe vesting of, that or lapsing of restrictions on, restricted stock units, deferred stock units and performance units shall apply to stock options, restricted stock units, deferred stock units and performance units granted or issued to the Executive would have received for at any time prior to the then-current fiscal year, computed by using Effective Date and those granted or issued to him at any time after the average Effective Date during the term of his employment under this Agreement and are intended to amend and do amend the terms of the Executive’s last five (5) years of bonus payments (which shall include those years in which no bonus was earned or for which bonuses may have been suspended)underlying stock option, prorated through the Date of Termination. (b) The Company shall payrestricted stock unit, or commence to be paid, as applicable, to the Executive’s legal representative any compensation previously deferred by the Executive stock unit and any other non-qualified benefit plan balances performance unit agreements to the extent not previously paidnecessary to carry out the intent of this Section 7(a). Further, restrictions on any performance units shall lapse, if at all, in accordance with the terms of deferral or the other non-qualified plan, as applicable. (c) Except as otherwise prohibited in the applicable option/incentive plans, all stock option relevant performance unit agreement and restricted stock awards that were outstanding immediately prior nothing herein shall be deemed to the Date of Termination shall become fully and immediately exercisable and/or vested, as the case may be, with no further restrictions on sale or transferability other than those mandated by law, and each stock option (including already vested stock options) shall remain exercisable by Executive’s legal representative for 12 months following the Date of Termination (but in no event beyond the latest date upon which the stock option could have expired by its original terms); (d) For one year after the Date of Termination, or such longer period as may be provided by modify the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide those benefits to the such performance unit agreements. Executive’s family that would have been provided estate or designated beneficiaries shall also be entitled to them any other benefits which may be owing in accordance with the welfare plans, programs, practices Company’s plans and policies described in Section 4.5 of this Agreement if the Executive’s employment had not been terminated. To the extent any of the foregoing benefits are not exempt from the requirements of Section 409A of the Internal Revenue Code, the amount of expenses eligible for reimbursement (other than the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code (relating to medical reimbursement arrangements)), or in-kind benefits provided, during the Executive’s taxable year may not affect the expenses eligible for reimbursement, or the in-kind benefits to be provided, in any other taxable year; (e) To the extent not previously paid or provided, the Company and such amounts shall timely pay or provide to the Executive’s applicable beneficiaries any other amounts or benefits required to be paid or provided or which in accordance with such plans and policies (the “Executive is entitled to receive under any plan, program, policy or practice or contract or agreement of the Company; and (f) Any other death benefits then in effect for Company employees or executives and their beneficiariesBenefits”).

Termination Due to Executive’s Death. If the Executive’s employment is terminated by reason of the Executive’s death, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than all of the following: (a) The Company shall pay to the Executive’s legal representative in a lump sum in cash within 30 days after the Date of Termination the aggregate of: (1) of Executive’s Annual Base Salary through the Date of Termination to the extent not previously paid; and (2) a Bonus, in a single lump sum in cash, equal to the Bonus, if any, that the Compensation Committee projects, reasonably and in good faith, that Executive would have received for the then-current fiscal year, computed by using the average of the Executive’s last five (5) years of bonus payments (which shall include those years in which no bonus was earned or for which bonuses may have been suspended), prorated through the Date of Termination. (b) The Company shall pay, or commence to be paid, as applicable, to the Executive’s legal representative any compensation previously deferred by the Executive and any other non-qualified benefit plan balances to the extent not previously paid, in accordance with the terms of deferral or the other non-qualified plan, as applicable. (c) Except as otherwise prohibited in the applicable option/incentive plans, all stock option and restricted stock awards that were outstanding immediately prior to the Date of Termination shall become fully and immediately exercisable and/or vested, as the case may be, with no further restrictions on sale or transferability other than those mandated by law, and each stock option (including already vested stock options) shall remain exercisable by Executive’s legal representative for 12 months following the Date of Termination (but in no event beyond the latest date upon which the stock option could have expired by its original terms); (d) For one year after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide those benefits to the Executive’s family that would have been provided to them in accordance with the welfare plans, programs, practices and policies described in Section 4.5 4.3 of this Agreement if the Executive’s employment had not been terminated. To the extent any of the foregoing benefits are not exempt from the requirements of Section 409A of the Internal Revenue Code, the amount of expenses eligible for reimbursement (other than the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code (relating to medical reimbursement arrangements)), or in-kind benefits provided, during the Executive’s taxable year may not affect the expenses eligible for reimbursement, or the in-kind benefits to be provided, in any other taxable year; (e) To the extent not previously paid or provided, the Company shall timely pay or provide to the Executive’s applicable beneficiaries any other amounts or benefits required to be paid or provided or which the Executive is entitled to receive under any plan, program, policy or practice or contract or agreement of the Company; and (f) Any other death benefits then in effect for Company employees or executives and their beneficiaries.

Termination Due to Executive’s Death. If the Executive’s employment hereunder is terminated because of death, then the Company shall pay to Executive’s estate (or his designated beneficiaries): (i) a lump sum payment in cash equal to (A) Executive’s Annual Salary earned through the date of Executive’s death, (B) any accrued vacation pay earned by reason Executive, (C) any Bonus earned for the fiscal year ending prior to such death which has not yet been paid to the Executive and (D) any unreimbursed business expenses of Executive, in each case, to the extent not theretofore paid, and such payment shall be paid within 30 days after the date of Executive’s death except in the case of the Bonus which shall be paid on the April 15th immediately following the end of the fiscal year bonus period to which such Bonus relates; and (ii) a lump sum payment in cash equal to the number of days in the Company’s fiscal year up to and including the date of Executive’s death divided by the total number of days in the Company’s fiscal year multiplied by Executive’s Bonus earned for the Company’s fiscal year ending contemporaneously with or immediately following the date of Executive’s death as reasonably determined by the Board or a committee thereof after the end of the Company’s fiscal year in which such death occurs in accordance with the Board’s determination policies then in effect; such payment shall be paid on the April 15th immediately following the end of the Company’s fiscal year bonus period to which such Bonus relates. In addition, all options to acquire securities of the Company held by Executive immediately prior to the Termination Date that would have vested if Executive’s employment continued for two years after the Termination Date shall become fully exercisable and shall remain exercisable for the period to end upon the earlier of the stated term of such option or one year following the date of the Executive’s death, this Agreement notwithstanding the terms of the relevant stock option agreements (provided, that, if such agreements provide for a longer exercise period, such longer period shall terminate without further obligations apply) and regardless of whether or not the vesting conditions set forth in the relevant stock option agreements have been satisfied in full, and all restrictions on any time-vesting restricted stock or deferred stock units of the Company held by Executive immediately prior to the Termination Date that would have lapsed if Executive’s legal representatives under this Agreementemployment continued for two years after the Termination Date shall be removed, other than all notwithstanding the terms of the following: relevant restricted stock or deferred stock units agreements and regardless of whether the vesting conditions set forth in the relevant restricted stock or deferred stock units agreements have been satisfied in full. In addition, on the date on which any performance units (aor performance-based deferred stock units) The Company shall pay held by Executive immediately prior to the Executive’s legal representative in a lump sum in cash within 30 days after the Termination Date of Termination the aggregate of: (1) Executive’s Annual Base Salary through the Date of Termination to the extent not previously paid; and (2) a Bonus, in a single lump sum in cash, equal to the Bonus, if any, that the Compensation Committee projects, reasonably and in good faith, that Executive would have received for the then-current fiscal year, computed by using the average of the Executive’s last five (5) years of bonus payments (which shall include those years in which no bonus was earned or for which bonuses may have been suspended), prorated through the Date of Termination. (b) The Company shall pay, or commence to be paid, as applicable, to the Executive’s legal representative any compensation previously deferred by the vested had Executive and any other non-qualified benefit plan balances to the extent not previously paid, remained employed in accordance with the respective terms of deferral or the other non-qualified planrelevant performance unit agreement, as applicable. all restrictions shall be removed on a number of shares of common stock of the Company (c“Common Stock”) Except as otherwise prohibited equal to the number of shares calculated in accordance with the vesting provisions of any such performance unit agreement times the quotient determined by dividing (x) the number of days from the grant date through the Termination Date by (y) the number of days in the applicable option/incentive plansperformance period, all stock option and restricted stock awards that were outstanding immediately prior to the Date of Termination shall become fully and immediately exercisable and/or vested, as the case may be, with no further restrictions on sale or transferability other than those mandated by law, and each stock option (including already vested stock options) shall remain exercisable by Executive’s legal representative for 12 months following the Date of Termination (but in no event beyond the latest date upon which the stock option could have expired by its original terms); (d) For one year after the Date of Termination, or such longer period as may be provided by notwithstanding the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide those benefits to the relevant performance unit agreement. Executive’s family that would have been provided estate or designated beneficiaries shall also be entitled to them any other benefits which may be owing in accordance with the welfare plans, programs, practices Company’s plans and policies described in Section 4.5 of this Agreement if the Executive’s employment had not been terminated. To the extent any of the foregoing benefits are not exempt from the requirements of Section 409A of the Internal Revenue Code, the amount of expenses eligible for reimbursement (other than the reimbursement of expenses referred to in Section 105(b) of the Internal Revenue Code (relating to medical reimbursement arrangements)), or in-kind benefits provided, during the Executive’s taxable year may not affect the expenses eligible for reimbursement, or the in-kind benefits to be provided, in any other taxable year; (e) To the extent not previously paid or provided, the Company and such amounts shall timely pay or provide to the Executive’s applicable beneficiaries any other amounts or benefits required to be paid or provided or which in accordance with such plans and policies (the “Executive is entitled to receive under any plan, program, policy or practice or contract or agreement of the Company; and (f) Any other death benefits then in effect for Company employees or executives and their beneficiariesBenefits”).