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

Termination Due to the Executive’s Death or Disability. The Executive’s employment and the Term shall terminate automatically upon the Executive’s death. The Company may terminate the Executive’s employment and the Term upon a final determination as to the occurrence of the Executive’s Disability (with such determination made, for the avoidance of doubt, in accordance with the definition of Disability set forth below), with such termination to be effective ten (10) days following the date on which the Company provides written notice to the Executive of such determination in accordance with this Agreement and of such termination. Upon a termination of the Executive’s employment and the Term due to the Executive’s death or Disability, the Executive’s estate or the Executive, as applicable, shall be entitled to the following: (i) payment of any earned but unpaid Base Salary through the Termination Date, no later than sixty (60) days following the Termination Date (or such earlier date as may be required by applicable law); (ii) payment of any earned but unpaid Annual Bonus for the fiscal year preceding the fiscal year in which the Termination Date occurs, to be paid in accordance with Section 3(b) (the “Prior Year Bonus”); (iii) payment in lieu of any earned but unused vacation time in accordance with Company policy as in effect from time to time; (iv) all other payments, benefits, or fringe benefits to which the Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement, payable in accordance therewith; (v) reimbursement for any unreimbursed business expenses incurred through the Termination Date, in accordance with Section 3(d) (with the payments and benefits described in subparagraphs (i), (ii), (iii), (iv) and (v) hereof, collectively, the “Accrued Benefits”); (vi) a pro-rata portion of the Annual Bonus for the fiscal year in which the Termination Date occurs, determined by multiplying (A) the Annual Bonus that the Executive would have received for such fiscal year, based on actual performance (provided, that, any subjective performance goals will be deemed satisfied at target levels), by (B) a fraction, (I) the numerator of which is the number of calendar days that the Executive was employed with the Company during the fiscal year in which the Termination Date occurs, and (II) the denominator of which is the total number of calendar days in the fiscal year in which the Termination Date occurs, which amount shall be paid in accordance with Section 3(b); provided, however, that, for the avoidance of doubt, the requirement in Section 3(b) that payment of the Annual Bonus be subject to the Executive’s continued employment with the Company through the end of the fiscal year with respect to which such Annual Bonus was earned shall not apply (the “Pro-Rata Bonus”); and (vii) subject to the Executive timely electing to continue the Executive’s coverage, reimbursement for the employer portion of the monthly cost of maintaining medical, dental and/or vision benefits for the Executive under a group health plan of the Company for purposes of the Consolidated Omnibus Budget Reconciliation Act of 1985 (as amended, “COBRA”), based on the premium rate in effect on the Termination Date (the “Benefit Payment”), until the earlier to occur of (A) twelve (12) months following the Termination Date and (B) the date the Executive ceases to be eligible for such COBRA coverage under applicable law or plan terms. The first installment of the Benefit Payment shall be paid on the sixtieth (60th) day following the Termination Date and shall include all amounts that would otherwise have been paid prior thereto absent the delay. For the avoidance of doubt, any equity awards outstanding as of the Termination Date will receive the treatment set forth in the applicable award agreement. Following a termination of the Executive’s employment due to death or Disability, except as set forth in this Section 4(b), the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Due to the Executive’s Death or Disability. The Executive’s employment and the Term shall terminate automatically upon the Executive’s death. The Company may terminate the Executive’s employment and the Term upon a final determination as to the occurrence of the Executive’s Disability (with such determination made, for the avoidance of doubt, in accordance with the definition of Disability set forth below), with such termination to be effective ten (10) days following the date on which the Company provides written notice to the Executive of such determination in accordance with this Agreement and of such termination. Upon a termination of the Executive’s employment and the Term due to the Executive’s death or Disability, the Executive’s estate or the Executive, as applicable, shall be entitled to the following: (i) payment of any earned but unpaid Base Salary through the Termination Date, no later than sixty (60) days following the Termination Date (or such earlier date as may be required by applicable law); (ii) payment of any earned but unpaid Annual Bonus for the fiscal year preceding the fiscal year in which the Termination Date occurs, to be paid in accordance with Section 3(b) (the “Prior Year Bonus”); (iii) payment in lieu of any earned but unused vacation time in accordance with Company policy as in effect from time to time; (iv) all other payments, benefits, benefits or fringe benefits to which the Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement, payable in accordance therewith; (v) reimbursement for any unreimbursed business expenses incurred through the Termination Date, in accordance with Section 3(d) (with the payments and benefits described in subparagraphs (i), (ii), (iii), (iv) and (v) hereof, collectively, the “Accrued Benefits”); (vi) a pro-rata portion of the Annual Bonus for the fiscal year in which the Termination Date occurs, determined by multiplying (A) the Annual Bonus that the Executive would have received for such fiscal year, based on actual performance (provided, that, any subjective performance goals will be deemed satisfied at target levels), by (B) a fraction, (I) the numerator of which is the number of calendar days that the Executive was employed with the Company during the fiscal year in which the Termination Date occurs, and (II) the denominator of which is the total number of calendar days in the fiscal year in which the Termination Date occurs, which amount shall be paid in accordance with Section 3(b); provided, however, that, for the avoidance of doubt, the requirement in Section 3(b) that payment of the Annual Bonus be subject to the Executive’s continued employment with the Company through the end of the fiscal year with respect to which such Annual Bonus was earned shall not apply (the “Pro-Rata Bonus”); and (vii) subject to the Executive timely electing to continue the Executive’s coverage, reimbursement for the employer portion of the monthly cost of maintaining medical, dental and/or vision benefits for the Executive and the Executive’s covered dependents under a group health plan of the Company for purposes of the Consolidated Omnibus Budget Reconciliation Act of 1985 (as amended, “COBRA”), based on the premium rate in effect on applicable to similarly situated active employees of the Termination Date Company (the “Benefit Payment”), until the earlier to occur of (A) twelve (12) months following the Termination Date and (B) the date the Executive ceases to be eligible for such COBRA coverage under applicable law or plan terms. The first installment of the Benefit Payment shall be paid on the sixtieth (60th) day following the Termination Date and shall include all amounts that would otherwise have been paid prior thereto absent the delay. For the avoidance of doubt, any equity awards outstanding as of the Termination Date will receive the treatment set forth in the applicable award agreement. Following a termination of the Executive’s employment due to death or Disability, except as set forth in this Section 4(b), the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Due to the Executive’s Death or Disability. The Executive’s employment and the Term shall terminate automatically upon the Executive’s death. The Company may terminate the Executive’s employment and the Term immediately upon a final determination as to the occurrence of the Executive’s Disability (with such determination made, for the avoidance of doubt, in accordance with the definition of Disability set forth below)Disability, with such termination to be effective ten (10) days following upon the date on which the Company provides Executive’s receipt of written notice to the Executive of such determination in accordance with this Agreement and of such termination. Upon a termination of the Executive’s employment and the Term due to the Executive’s death or Disability, in each case during the Term, the Executive’s estate or the Executive, as applicable, shall be entitled to the following: (i) payment of any earned but unpaid Base Salary and any accrued but unused paid time off (if any), in each case, through the Termination Date, to be paid no later than sixty (60) 60 days following the Termination Date (or such earlier date as may be required by applicable law); (ii) payment of reimbursement for any earned but unpaid Annual Bonus for the fiscal year preceding the fiscal year in which unreimbursed business expenses incurred through the Termination Date occursDate, to be paid in accordance with Section 3(b) (the “Prior Year Bonus”3(g); (iii) payment in lieu of any earned but unused vacation time in accordance with Company policy as in effect from time to time; (iv) all other payments, benefits, benefits or fringe benefits to which the Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement, payable in accordance therewith; (v) reimbursement for any unreimbursed business expenses incurred through the Termination Date, in accordance with Section 3(d) (with the payments and benefits described in subparagraphs (i), (ii), (iii), (iv) and (v) hereof, collectively, the “Accrued Benefits”); (vi) a pro-rata portion of the any accrued but unpaid Annual Bonus for due with respect to any calendar year preceding the fiscal year in which the Termination Date occurs, determined by multiplying (A) the Annual Bonus that the Executive would have received for such fiscal year, based on actual performance (provided, that, any subjective performance goals will be deemed satisfied at target levels), by (B) a fraction, (I) the numerator of which is the number of calendar days that the Executive was employed with the Company during the fiscal year in which the Termination Date occurs, and (II) the denominator of which is the total number of calendar days in the fiscal year in which the Termination Date occurs, which amount shall be paid in accordance with Section 3(b); provided, however, that, for to be paid by the avoidance deadline set forth in the last sentence of doubt, the requirement in Section 3(b) that payment of the Annual Bonus be subject to the Executive’s continued employment with the Company (collectively, clauses (i) through the end of the fiscal year with respect to which such Annual Bonus was earned shall not apply (iv), the “Pro-Rata BonusAccrued Benefits”); and (viiv) subject to a pro rata portion of any Annual Bonus payable in respect of the calendar year in which the Termination Date occurs, determined by multiplying (A) the actual amount of such Annual Bonus that the Executive timely electing to continue would have received had the Executive’s coverageemployment not so terminated (disregarding any individual performance factors and proportionately increasing the weighting of any Company performance metrics, reimbursement for if applicable), by (B) a fraction, the employer portion numerator of which is the monthly cost number of maintaining medical, dental and/or vision benefits for days during the applicable calendar year that the Executive under a group health plan was employed with the Company, and the denominator of which is the total number of calendar days during the applicable calendar year, which pro rata portion shall be paid at the time annual bonuses are paid to senior executives of the Company generally for purposes of the Consolidated Omnibus Budget Reconciliation Act of 1985 (such calendar year, as amended, “COBRA”), based on the premium rate set forth in effect on the Termination Date Section 3(b) (the “Benefit PaymentPro Rata Annual Bonus”), until the earlier to occur of (A) twelve (12) months following the Termination Date and (B) the date the Executive ceases to be eligible for such COBRA coverage under applicable law or plan terms. The first installment of the Benefit Payment shall be paid on the sixtieth (60th) day following the Termination Date and shall include all amounts that would otherwise have been paid prior thereto absent the delay. For the avoidance of doubt, any equity awards outstanding as of the Termination Date will receive the treatment set forth in the applicable award agreement. Following a termination of the Executive’s employment due to death or Disability, except as set forth in this Section 4(b), the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Due to the Executive’s Death or Disability. The Executive’s employment and the Term shall terminate automatically upon the Executive’s death. The Company may terminate the Executive’s employment and the Term immediately upon a final determination as to the occurrence of the Executive’s Disability (with such determination made, for the avoidance of doubt, in accordance with the definition of Disability set forth below)Disability, with such termination to be effective ten (10) days following upon the date on which the Company provides Executive’s receipt of written notice to the Executive of such determination in accordance with this Agreement and of such termination. Upon a termination of the Executive’s employment and the Term due to the Executive’s death or Disability, in each case during the Term, the Executive’s estate or the Executive, as applicable, shall be entitled to the following: (i) payment of any earned but unpaid Base Salary and any accrued but unused paid time off (if any), in each case, through the Termination Date, to be paid no later than sixty (60) 60 days following the Termination Date (or such earlier date as may be required by applicable law); (ii) payment of reimbursement for any earned but unpaid Annual Bonus for the fiscal year preceding the fiscal year in which unreimbursed business expenses incurred through the Termination Date occursDate, to be paid in accordance with Section 3(b) (the “Prior Year Bonus”3(g); (iii) payment in lieu of any earned but unused vacation time in accordance with Company policy as in effect from time to time; (iv) all other payments, benefits, benefits or fringe benefits to which the Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement, payable in accordance therewith; (v) reimbursement for any unreimbursed business expenses incurred through the Termination Date, in accordance with Section 3(d) (with the payments and benefits described in subparagraphs (i), (ii), (iii), (iv) and (v) hereof, collectively, the “Accrued Benefits”); (vi) a pro-rata portion of the any accrued but unpaid Annual Bonus for due with respect to any calendar year preceding the fiscal year in which the Termination Date occurs, determined by multiplying (A) the Annual Bonus that the Executive would have received for such fiscal year, based on actual performance (provided, that, any subjective performance goals will be deemed satisfied at target levels), by (B) a fraction, (I) the numerator of which is the number of calendar days that the Executive was employed with the Company during the fiscal year in which the Termination Date occurs, and (II) the denominator of which is the total number of calendar days in the fiscal year in which the Termination Date occurs, which amount shall be paid in accordance with Section 3(b); provided, howeverto be paid by the deadline set forth in the last sentence of Section 3(b) (collectively, that, for the avoidance of doubtclauses (i) through (iv), the requirement “Accrued Benefits”); and (v) a pro rata portion of any Annual Bonus payable in respect of the calendar year in which the Termination Date occurs, determined by multiplying (A) the actual amount of such Annual Bonus that the Executive would have received had the Executive’s employment not so terminated (disregarding any individual performance factors and proportionately increasing the weighting of any Company performance metrics, if applicable), by (B) a fraction, the numerator of which is the number of days during the applicable calendar year that the Executive was employed with the Company, and the denominator of which is the total number of calendar days during the applicable calendar year, which pro rata portion shall be paid at the time annual bonuses are paid to senior executives of the Company generally for such calendar year, as set forth in Section 3(b) that payment of the Annual Bonus be subject to the Executive’s continued employment with the Company through the end of the fiscal year with respect to which such Annual Bonus was earned shall not apply (the “Pro-Pro Rata Annual Bonus”); and (viivi) subject to the Executive timely electing to continue the Executive’s coverageextent unpaid, reimbursement for the employer portion payment of the monthly cost of maintaining medicalSecond Portion, dental and/or vision benefits for the Executive under a group health plan of the Company for purposes of the Consolidated Omnibus Budget Reconciliation Act of 1985 (as amended, “COBRA”), based payable on the premium rate in effect on the Termination Date (the “Benefit Payment”), until the earlier to occur of (A) twelve (12) months following the Termination Date and (B) the date the Executive ceases to be eligible for such COBRA coverage under applicable law or plan terms. The first installment of the Benefit Payment shall be paid on the sixtieth (60th) 60th day following the Termination Date and shall include all amounts that would otherwise have been paid prior thereto absent the delay. For the avoidance of doubt, any equity awards outstanding as of the Termination Date will receive the treatment set forth in the applicable award agreement(subject to Section 4(g)). Following a termination of the Executive’s employment due to death or Disability, except as set forth in this Section 4(b), the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Due to the Executive’s Death or Disability. The Executive’s employment and the Term shall terminate automatically upon the Executive’s death. The Company may terminate the Executive’s employment and the Term immediately upon a final determination as to the occurrence of the Executive’s Disability (with such determination made, for the avoidance of doubt, in accordance with the definition of Disability set forth below)Disability, with such termination to be effective ten (10) days following upon the date on which the Company provides Executive’s receipt of written notice to the Executive of such determination in accordance with this Agreement and of such termination. Upon a termination of the Executive’s employment and the Term due to the Executive’s death or Disability, the Executive’s estate or the Executive, as applicable, shall be entitled to the following: (i) payment of any earned but unpaid Base Salary through the Termination Date, no later than sixty (60) 60 days following the Termination Date (or such earlier date as may be required by applicable law); (ii) payment of reimbursement for any earned but unpaid Annual Bonus for the fiscal year preceding the fiscal year in which unreimbursed business expenses incurred through the Termination Date occursDate, to be paid in accordance with Section 3(b) (the “Prior Year Bonus”3(h); (iii) payment in lieu of any earned but unused vacation time in accordance with Company policy as in effect from time to time; (iv) all other payments, benefits, payments or fringe benefits to which the Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement, payable in accordance therewith; therewith (v) reimbursement for any unreimbursed business expenses incurred through the Termination Datecollectively, in accordance with Section 3(d) (with the payments and benefits described in subparagraphs clauses (i), (ii), ) through (iii), (iv) and (v) hereof, collectively, the “Accrued Benefits”); (viiv) any earned but unpaid Annual Bonus with respect to the fiscal year ending on or preceding the Termination Date, payable on the otherwise applicable payment date, but in any event no later than March 15th of the calendar year following the calendar year in which the Termination Date occurs (the “Prior Year Bonus”); (v) a pro-rata portion payment equal to the product of (A) the Annual Bonus, if any, that the Executive otherwise would have earned for the fiscal year that includes the Termination Date had no such termination occurred, based on actual achievement of the applicable performance goals for such year determined in accordance with Section 3(b), and (B) a fraction, the numerator of which is the number of days the Executive was employed by the Company during such fiscal year and the denominator of which is the number of days in such fiscal year, payable on the date the Annual Bonus for such fiscal year would otherwise have been paid (but in any event, no later than the 15th day of the third month following the end of such fiscal year); and (vi) in the case of a termination due to the Executive’s Disability, subject to the Executive’s (A) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and (B) continued copayment of premiums at the same level and cost to the Executive as if the Executive were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) that covers the Executive (and the Executive’s eligible dependents) through the end of the fiscal year in which the Termination Date occurs, determined by multiplying (A) occurs at the Annual Bonus Company’s expense; provided that the Executive would have received is eligible and remains eligible for such fiscal year, based on actual performance (provided, that, any subjective performance goals will be deemed satisfied at target levels), by (B) a fraction, (I) the numerator of which is the number of calendar days that the Executive was employed with the Company during the fiscal year in which the Termination Date occurs, and (II) the denominator of which is the total number of calendar days in the fiscal year in which the Termination Date occurs, which amount shall be paid in accordance with Section 3(b)COBRA coverage; provided, howeverfurther, that, that the Company may modify the continuation coverage contemplated by this Section 4(b)(vi) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the avoidance of doubt, the requirement in Section 3(b) that payment nondiscrimination requirements of the Annual Bonus be subject Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the Executive’s continued extent applicable); and provided, further, that if the Executive obtains other employment with that offers substantially comparable group health benefits, such continuation of coverage by the Company through the end of the fiscal year with respect to which such Annual Bonus was earned under this Section 4(b)(vi) shall not apply immediately cease (the “Pro-Rata BonusCOBRA Continuation Benefits”); and (vii) subject to the Executive timely electing to continue the Executive’s coverage, reimbursement for the employer portion of the monthly cost of maintaining medical, dental and/or vision benefits for the Executive under a group health plan of the Company for purposes of the Consolidated Omnibus Budget Reconciliation Act of 1985 (as amended, “COBRA”), based on the premium rate in effect on the Termination Date (the “Benefit Payment”), until the earlier to occur of (A) twelve (12) months following the Termination Date and (B) the date the Executive ceases to be eligible for such COBRA coverage under applicable law or plan terms. The first installment of the Benefit Payment shall be paid on the sixtieth (60th) day following the Termination Date and shall include all amounts that would otherwise have been paid prior thereto absent the delay. For the avoidance of doubt, any equity awards outstanding as of the Termination Date will receive the treatment set forth in the applicable award agreement. Following a termination of the Executive’s employment due to death or Disability, except as set forth in this Section 4(b), the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Due to the Executive’s Death or Disability. The Executive’s employment and the Term shall terminate automatically upon the Executive’s death. The Company may terminate the Executive’s employment and the Term immediately upon a final determination as to the occurrence of the Executive’s Disability (with such determination made, for the avoidance of doubt, in accordance with the definition of Disability set forth below)Disability, with such termination to be effective ten (10) days following upon the date on which the Company provides Executive’s receipt of written notice to the Executive of such determination in accordance with this Agreement and of such termination. Upon a termination of the Executive’s employment and the Term due to the Executive’s death or Disability, in each case during the Term, the Executive’s estate or the Executive, as applicable, shall be entitled to the following: (i) payment of any earned but unpaid Base Salary and any accrued but unused paid time off (if any), in each case, through the Termination Date, to be paid no later than sixty (60) 60 days following the Termination Date (or such earlier date as may be required by applicable law); (ii) payment of reimbursement for any earned but unpaid Annual Bonus for the fiscal year preceding the fiscal year in which unreimbursed business expenses incurred through the Termination Date occursDate, to be paid in accordance with Section 3(b) (the “Prior Year Bonus”3(g); (iii) payment in lieu of any earned but unused vacation time in accordance with Company policy as in effect from time to time; (iv) all other payments, benefits, benefits or fringe benefits to which the Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement, payable in accordance therewith; (v) reimbursement for any unreimbursed business expenses incurred through the Termination Date, in accordance with Section 3(d) (with the payments and benefits described in subparagraphs (i), (ii), (iii), (iv) and (v) hereof, collectively, the “Accrued Benefits”); (vi) a pro-rata portion of the any accrued but unpaid Annual Bonus for due with respect to any calendar year preceding the fiscal year in which the Termination Date occurs, determined by multiplying (A) the Annual Bonus that the Executive would have received for such fiscal year, based on actual performance (provided, that, any subjective performance goals will be deemed satisfied at target levels), by (B) a fraction, (I) the numerator of which is the number of calendar days that the Executive was employed with the Company during the fiscal year in which the Termination Date occurs, and (II) the denominator of which is the total number of calendar days in the fiscal year in which the Termination Date occurs, which amount shall be paid in accordance with Section 3(b); provided, however, that, for to be paid by the avoidance deadline set forth in the last sentence of doubt, the requirement in Section 3(b) that payment of the Annual Bonus be subject to the Executive’s continued employment with the Company (collectively, clauses (i) through the end of the fiscal year with respect to which such Annual Bonus was earned shall not apply (iv), the “Pro-Rata BonusAccrued Benefits”); and (viiv) subject to a pro rata portion of any Annual Bonus payable in respect of the calendar year in which the Termination Date occurs, determined by multiplying (A) the actual amount of such Annual Bonus that the Executive timely electing to continue would have received had the Executive’s coverageemployment not so terminated (disregarding any individual performance factors and proportionately increasing the weighting of any Company performance metrics, reimbursement for if applicable), by (B) a fraction, the employer portion numerator of which is the monthly cost number of maintaining medical, dental and/or vision benefits for days during the applicable calendar year that the Executive under a group health plan was employed with the Company, and the 4 denominator of which is the total number of calendar days during the applicable calendar year, which pro rata portion shall be paid at the time annual bonuses are paid to senior executives of the Company generally for purposes of the Consolidated Omnibus Budget Reconciliation Act of 1985 (such calendar year, as amended, “COBRA”), based on the premium rate set forth in effect on the Termination Date Section 3(b) (the “Benefit PaymentPro Rata Annual Bonus”), until the earlier to occur of (A) twelve (12) months following the Termination Date and (B) the date the Executive ceases to be eligible for such COBRA coverage under applicable law or plan terms. The first installment of the Benefit Payment shall be paid on the sixtieth (60th) day following the Termination Date and shall include all amounts that would otherwise have been paid prior thereto absent the delay. For the avoidance of doubt, any equity awards outstanding as of the Termination Date will receive the treatment set forth in the applicable award agreement. Following a termination of the Executive’s employment due to death or Disability, except as set forth in this Section 4(b), the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Due to the Executive’s Death or Disability. The Executive’s employment and the Term shall terminate automatically upon the Executive’s death. The Company may terminate the Executive’s employment and the Term immediately upon a final determination as to the occurrence of the Executive’s Disability (with such determination made, for the avoidance of doubt, in accordance with the definition of Disability set forth below)Disability, with such termination to be effective ten (10) days following upon the date on which the Company provides Executive’s receipt of written notice to the Executive of such determination in accordance with this Agreement and of such termination. Upon a termination of the Executive’s employment and the Term due to the Executive’s death or Disability, in each case during the Term, the Executive’s estate or the Executive, as applicable, shall be entitled to the following: (i) payment of any earned but unpaid Base Salary and any accrued but unused paid time off (if any), in each case, through the Termination Date, to be paid no later than sixty (60) 60 days following the Termination Date (or such earlier date as may be required by applicable law); (ii) payment of reimbursement for any earned but unpaid Annual Bonus for the fiscal year preceding the fiscal year in which unreimbursed business expenses incurred through the Termination Date occursDate, to be paid in accordance with Section 3(b) (the “Prior Year Bonus”3(g); (iii) payment in lieu of any earned but unused vacation time in accordance with Company policy as in effect from time to time; (iv) all other payments, benefits, benefits or fringe benefits to which the Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement, payable in accordance therewith; (v) reimbursement for any unreimbursed business expenses incurred through the Termination Date, in accordance with Section 3(d) (with the payments and benefits described in subparagraphs (i), (ii), (iii), (iv) and (v) hereof, collectively, the “Accrued Benefits”); (vi) a pro-rata portion of the any accrued but unpaid Annual Bonus for due with respect to any calendar year preceding the fiscal year in which the Termination Date occurs, determined by multiplying (A) the Annual Bonus that the Executive would have received for such fiscal year, based on actual performance (provided, that, any subjective performance goals will be deemed satisfied at target levels), by (B) a fraction, (I) the numerator of which is the number of calendar days that the Executive was employed with the Company during the fiscal year in which the Termination Date occurs, and (II) the denominator of which is the total number of calendar days in the fiscal year in which the Termination Date occurs, which amount shall be paid in accordance with Section 3(b); provided, however, that, for to be paid by the avoidance deadline set forth in the last sentence of doubt, the requirement in Section 3(b) that payment of the Annual Bonus be subject to the Executive’s continued employment with the Company (collectively, clauses (i) through the end of the fiscal year with respect to which such Annual Bonus was earned shall not apply (iv), the “ProAccrued Benefits”); (v) the Sign-Rata Bonus”On Bonus (if not previously paid) (to be paid within 10 days following the Termination Date); and (viivi) subject to a pro rata portion of any Annual Bonus payable in respect of the calendar year in which the Termination Date occurs, determined by multiplying (A) the actual amount of such Annual Bonus that the Executive timely electing to continue would have received had the Executive’s coverageemployment not so terminated (disregarding any individual performance factors and proportionately increasing the weighting of any Company performance metrics, reimbursement for if applicable), by (B) a fraction, the employer portion numerator of which is the monthly cost number of maintaining medical, dental and/or vision benefits for days during the applicable calendar year that the Executive under a group health plan was employed with the Company, and the denominator of which is the total number of calendar days during the applicable calendar year, which pro rata portion shall be paid at the time annual bonuses are paid to senior executives of the Company generally for purposes of the Consolidated Omnibus Budget Reconciliation Act of 1985 (such calendar year, as amended, “COBRA”), based on the premium rate set forth in effect on the Termination Date Section 3(b) (the “Benefit PaymentPro Rata Annual Bonus”), until the earlier to occur of (A) twelve (12) months following the Termination Date and (B) the date the Executive ceases to be eligible for such COBRA coverage under applicable law or plan terms. The first installment of the Benefit Payment shall be paid on the sixtieth (60th) day following the Termination Date and shall include all amounts that would otherwise have been paid prior thereto absent the delay. For the avoidance of doubt, any equity awards outstanding as of the Termination Date will receive the treatment set forth in the applicable award agreement. Following a termination of the Executive’s employment due to death or Disability, except as set forth in this Section 4(b5(b), the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Due to the Executive’s Death or Disability. The Executive’s employment and the Term shall terminate automatically upon the Executive’s death. The Company may terminate the Executive’s employment and the Term immediately upon a final determination as to the occurrence of the Executive’s Disability (with such determination made, for the avoidance of doubt, in accordance with the definition of Disability set forth below)Disability, with such termination to be effective ten (10) days following upon the date on which the Company provides Executive’s receipt of written notice to the Executive of such determination in accordance with this Agreement and of such termination. Upon a termination of the Executive’s employment and the Term due to the Executive’s death or Disability, the Executive’s estate or the Executive, as applicable, shall be entitled to the following: (i) payment of any earned but unpaid Base Salary and any accrued but unused paid time off, in each case, through the Termination Date, no later than sixty (60) 60 days following the Termination Date (or such earlier date as may be required by applicable law); (ii) payment of reimbursement for any earned but unpaid Annual Bonus for the fiscal year preceding the fiscal year in which unreimbursed business expenses incurred through the Termination Date occursDate, to be paid in accordance with Section 3(b) (the “Prior Year Bonus”3(f); (iii) payment in lieu of any earned but unused vacation time in accordance with Company policy as in effect from time to time; (iv) all other payments, benefits, benefits or fringe benefits to which the Executive shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement, payable in accordance therewith; (viv) reimbursement for any unreimbursed business expenses incurred through accrued but unpaid Incentive Compensation due with respect to any performance period ending on or preceding the Termination Date, which amount shall be paid in accordance with Section 3(d3(b) (with the payments and benefits described in subparagraphs collectively, clauses (i), (ii), (iii), ) through (iv) and (v) hereof, collectively), the “Accrued Benefits”);; and (viv) a pro-pro rata portion of each outstanding Incentive Compensation award that has a performance period that includes the Annual Bonus for the fiscal calendar year or quarter in which the Termination Date occurs, determined by multiplying (A) the Annual Bonus actual amount of such Incentive Compensation award that the Executive would have received for such fiscal year, based on actual performance (provided, that, any subjective performance goals will be deemed satisfied at target levels)had the Executive’s employment not so terminated, by (B) a fraction, (I) the numerator of which is the number of calendar days during the applicable performance period that the Executive was employed with the Company during the fiscal year in which the Termination Date occursCompany, and (II) the denominator of which is the total number of calendar days in during the fiscal year in which the Termination Date occursapplicable performance period, which amount pro rata portion shall be paid in accordance with Section 3(b); provided, however, that, for at the avoidance of doubt, the requirement in Section 3(b) that payment time such Incentive Compensation award is paid to similarly situated executives of the Annual Bonus be subject to the Executive’s continued employment with the Company through the end of the fiscal year with respect to which such Annual Bonus was earned shall not apply generally (the “Pro-Pro Rata BonusIncentive Compensation”); and (vii) subject to the Executive timely electing to continue the Executive’s coverage, reimbursement for the employer portion of the monthly cost of maintaining medical, dental and/or vision benefits for the Executive under a group health plan of the Company for purposes of the Consolidated Omnibus Budget Reconciliation Act of 1985 (as amended, “COBRA”), based on the premium rate in effect on the Termination Date (the “Benefit Payment”), until the earlier to occur of (A) twelve (12) months following the Termination Date and (B) the date the Executive ceases to be eligible for such COBRA coverage under applicable law or plan terms. The first installment of the Benefit Payment shall be paid on the sixtieth (60th) day following the Termination Date and shall include all amounts that would otherwise have been paid prior thereto absent the delay. For the avoidance of doubt, any equity awards outstanding as of the Termination Date will receive the treatment set forth in the applicable award agreement. Following a termination of the Executive’s employment due to death or Disability, except as set forth in this Section 4(b), the Executive shall have no further rights to any compensation or any other benefits under this Agreement.