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

Termination Due to the Executive’s Death or Disability. If the Executive’s employment is terminated due to his death or Disability: (i) the Executive (or his estate, in the event of Executive’s death) will receive an amount equal to the Annual Bonus that would have been otherwise payable to the Executive for the fiscal year in which the Date of Termination occurs based on the actual performance of the Company for such year, and assuming the Executive’s employment had not terminated prior to the payment date for such bonus, multiplied by a fraction, the numerator of which is the number of days elapsed in the fiscal year through the Date of Termination, and the denominator of which is 365, to be paid at the same time as such bonuses are paid to senior executives of the Company (but in no event earlier than the Payment Commencement Date), (ii) the Executive shall become vested in a pro rata portion of any unvested restricted stock units as of the Date of Termination, computed by multiplying the full number of any unvested restricted stock units as of the Date of Termination by a fraction, the numerator of which is the number of days in the remaining Vesting Period (as defined in the applicable award or grant agreement) after the most recent Annual Vesting Date (as defined in the applicable award or grant agreement) that has been achieved, if any (i.e., the number of days elapsed since the Grant Date (as defined in the applicable award grant) or any later Annual Vesting Date that has occurred) which have already elapsed as of the Date of Termination, inclusive of such date, and the denominator of which is the total number of days in the vesting period remaining since either the Grant Date or any later Annual Vesting Date that has occurred, (iii) notwithstanding the foregoing, the Executive shall become fully vested in the Sign-On Grant referenced in Section 3.3 herein, and (iv) the Executive shall become vested in a pro rata portion of any unvested contingent performance share awards (or other performance-based equity awards) held by the Executive (based on the portion of the Measuring Period (as defined in the applicable award agreement) during which the Executive was an active employee) and earned based on performance determined following the last day of the Measuring Period, as determined in accordance with the applicable award agreements and the Equity Plan governing such awards.

Termination Due to the Executive’s Death or Disability. If the Executive’s employment is terminated due to his death or Disability, the Executive will receive the Pro-Rata Bonus as well as accelerated vesting of all unexpired, unvested time-based restricted stock units and stock options, such that said time-based restricted stock units and stock options shall become fully vested as of the Date of Termination, except as otherwise provided in the terms of such Awards, and provided that the stock options shall remain exercisable for a period of up to one year following the Date of Termination, but not longer than the expiration date of the original maximum term of any of the stock options. In addition, to the extent the Executive is the holder of any contingent performance share awards (or other performance-based equity awards), if (a) termination of employment is due to Disability, the Executive shall be entitled to Pro-Rated PSA Vesting pursuant to the Pro-Rated PSA Vesting Schedule based on actual Company performance over the period, with any shares to be distributed to the Executive at the end of the applicable Performance Period in accordance with the terms of the applicable award, but in no event earlier than thirty (30) days after the evaluation of the applicable Performance Period is completed, or (b) termination is due to the Executive’s death, the Executive’s estate or beneficiaries shall be issued the number of shares of common stock that is computed by multiplying: (i) the Executive (or his estate, in the event number of Executive’s death) will receive an amount equal to the Annual Bonus that shares of common stock which would have been otherwise payable issuable to the Executive for pursuant to the fiscal year in which the Date of Termination occurs based on the actual performance applicable award assuming completion of the Company for applicable Performance Period and the Company’s achievement of the applicable targets at 100% of the target level during the full relevant Performance Period (as defined under such year, and assuming the Executive’s employment had not terminated prior to the payment date for such bonusaward), multiplied by (ii) a fraction, the numerator of which is the number of days elapsed in from the fiscal year through the Date of Termination, and the denominator of which is 365, to be paid at the same time as such bonuses are paid to senior executives start of the Company (but in no event earlier than the Payment Commencement Date), (ii) the Executive shall become vested in a pro rata portion of any unvested restricted stock units as of the Date of Termination, computed by multiplying the full number of any unvested restricted stock units as of applicable Performance Period to the Date of Termination by a fraction, the numerator of which is the number of days in the remaining Vesting Period (as defined in the applicable award or grant agreement) after the most recent Annual Vesting Date (as defined in the applicable award or grant agreement) that has been achieved, if any (i.e., the number of days elapsed since the Grant Date (as defined in the applicable award grant) or any later Annual Vesting Date that has occurred) which have already elapsed as of the Date of Termination, inclusive of such date, and the denominator of which is the total number of days in the vesting period remaining since either the Grant Date or any later Annual Vesting Date that has occurredapplicable Performance Period, with such pro-rated target award to be payable as soon as is reasonably practicable (iiibut no more than sixty (60) notwithstanding the foregoing, the Executive shall become fully vested in the Sign-On Grant referenced in Section 3.3 herein, and (ivdays) the Executive shall become vested in a pro rata portion of any unvested contingent performance share awards (or other performance-based equity awards) held by the Executive (based on the portion of the Measuring Period (as defined in the applicable award agreement) during which the Executive was an active employee) and earned based on performance determined following the last day of the Measuring Period, as determined in accordance with the applicable award agreements and the Equity Plan governing such awardsExecutive’s death.