Common use of Termination for Death Clause in Contracts

Termination for Death. (a) This Agreement will terminate immediately upon the Executive’s death. (b) Upon termination of this Agreement due to the Executive’s death, the Company will pay to any beneficiaries designated by the Executive in writing in Exhibit B, or in the absence of such designation, to the Executive’s estate, (each a “Death Benefits Recipient”) (i) the Base Salary due the Executive through the date of termination, (ii) for any accrued PTO not taken by the Executive at the time of termination, and (iii) any other amounts to which the Executive was entitled at the time of termination under any bonus or compensation plan or practice of the Company, provided, however, that any bonus payments under the MICP will be governed by Section 6.2(c)(ii) and not this Section. (c) In addition, provided that the Executive’s Death Benefits Recipient executes and does not revoke a Release as provided in Section 7, the Company will pay the Death Benefits Recipient(s), in lieu of any other severance benefits or any other compensation, the Severance Benefits set forth in Section 6.2(c)(i) - (iv); provided that if the Company, immediately prior to the termination of this Agreement pursuant to 6.5(a), has paid or reimbursed the Executive for life insurance coverage with an insurance benefit of at least two (2) times the Executive’s Base Salary, then the payment of such life insurance benefit to the beneficiaries designated in the insurance policy replaces the Company’s obligation to pay the Death Benefits Recipient(s) the Severance Benefits set forth in Section 6.2(c)(i) – (iii). (d) The Executive may change any beneficiary designated in Exhibit B by written notice to the Company.

Termination for Death. (a) This Agreement will terminate immediately upon the Executive’s death. (b) Upon termination of this Agreement due to the Executive’s death, the Company will pay to any beneficiaries designated by the Executive in writing in Exhibit B, or in the absence of such designation, to the Executive’s estate, (each a “Death Benefits Recipient”) (i) the Base Salary due the Executive through the date of termination, (ii) for any accrued PTO not taken by the Executive at the time of termination, and (iii) any other amounts to which the Executive was entitled at the time of termination under any bonus or compensation plan or practice of the Company, provided, however, that any bonus payments under the MICP will be governed by Section 6.2(c)(ii) and not this Section. (c) In addition, provided that the Executive’s Death Benefits Recipient executes and does not revoke a Release as provided in Section 7, the Company will pay the Death Benefits Recipient(s), in lieu of any other severance benefits or any other compensation, the Severance Benefits set forth in Section 6.2(c)(i) - (iv); provided that if the Company, immediately prior to the termination of this Agreement pursuant to 6.5(a), has paid or reimbursed the Executive for life insurance coverage with an insurance benefit of at least two (2) times the Executive’s Base Salary, then the payment of such life insurance benefit to the beneficiaries designated in the insurance policy replaces the Company’s obligation to pay the Death Benefits Recipient(s) the Severance Benefits set forth in Section 6.2(c)(i) – (iii). (d) The Executive may change any beneficiary designated in Exhibit B by written notice to the Company. (e) In addition, provided the Executive’s dependents are participating in the Company’s health insurance plan at the time of his death, for the period beginning on the date of death and ending on the date which is twelve (12) full months following the date of death (or, if earlier, the date on which the applicable continuation period under COBRA or applicable state coverage continuation coverage laws expires) (the “COBRA Payment Period”), the Company will reimburse the Executive’s eligible dependents (1) for the premiums associated with continuation coverage for such eligible dependents pursuant to COBRA or any corresponding state law) (provided that the Executive’s dependents will be solely responsible for all matters relating to such continuation of coverage pursuant to COBRA or any corresponding state law, including, without limitation, election of such coverage and the timely payment of premiums), or (2) if the Executive’s dependents are participating the Company’s health insurance plans on the termination date and are not eligible for continuation coverage pursuant to either COBRA or any corresponding state law, for the premiums for conversion coverage if available, otherwise for the premiums of any health insurance with coverage comparable to that under the Company’s health insurance plans for the Executive and his eligible dependents who were covered under the Company’s health insurance plans as of the date of the termination of this Agreement in either case up to a maximum of 2 times the premium paid by the Company on the Executive’s behalf under the Company’s plan. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that payment of the premiums as set forth in subsection 6.5(d)(1) and (2) above would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the premiums, the Company, in its sole discretion, may elect to instead pay the Executive on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. The Executive may, but are not obligated to, use such Special Severance Payment toward the cost of health insurance premiums. On the first business day following the date on which the Executive’s right to revoke any waiver and release of legal claims has expired unexercised (which revocation period will not exceed seven calendar days following the date the Executive signs the waiver and release), the Company will make the first payment under this clause (and, in the case of the Special Severance Payment, such payment will be paid to the Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments commenced on the date of termination of this Agreement, with the balance of the payments paid thereafter on the schedule described above.

Termination for Death. (a) This Agreement will terminate immediately upon the Executive’s death. (b) Upon termination of this Agreement due to the Executive’s death, the Company will pay to any beneficiaries designated by the Executive in writing in Exhibit BC, or in the absence of such designation, to the Executive’s estate, (each a “Death Benefits Recipient”) (i) the Base Salary due the Executive through the date of termination, (ii) for any accrued PTO not taken by the Executive at the time of termination, and (iii) any other amounts to which the Executive was entitled at the time of termination under any bonus or compensation plan or practice of the Company, provided, however, that any bonus payments under the MICP will be governed by Section 6.2(c)(ii) and not this Section.; (c) In addition, provided that the Executive’s Death Benefits Recipient executes and does not revoke a Release as provided in Section 7, the Company will pay the Death Benefits Recipient(s), in lieu of any other severance benefits or any other compensation, the Severance Benefits set forth in Section 6.2(c)(i) - (iv); provided that if the Company, immediately prior to the termination of this Agreement pursuant to 6.5(a), has paid or reimbursed Company provides the Executive for with life insurance coverage with an insurance benefit of which is at least two (2) times the Executive’s Base Salary, then the payment of such life insurance benefit to the beneficiaries designated in the insurance policy replaces will replace the Company’s obligation to pay the Death Benefits Recipient(s) the Severance Benefits set forth in Section 6.2(c)(i) – (iii).; and (d) The Executive may change any beneficiary designated in Exhibit B C by written notice to the Company.

Termination for Death. (a) This Agreement will terminate immediately upon the Executive’s death. (b) Upon termination of this Agreement due to the Executive’s death, the Company will pay to any beneficiaries designated by the Executive in writing in Exhibit B, or in the absence of such designation, to the Executive’s estate, (each a “Death Benefits Recipient”) (i) the Base Salary due the Executive through the date of termination, (ii) for any accrued PTO not taken by the Executive at the time of termination, and (iii) any other amounts to which the Executive was entitled at the time of termination under any bonus or compensation plan or practice of the Company, provided, however, that any bonus payments under the MICP will be governed by Section 6.2(c)(ii) and not this Section. (c) In addition, provided that the Executive’s Death Benefits Recipient executes and does not revoke a Release as provided in Section 7, the Company will pay the Death Benefits Recipient(s), in lieu of any other severance benefits or any other compensation, the Severance Benefits set forth in Section 6.2(c)(i) - (iv); provided that if the Company, immediately prior to the termination of this Agreement pursuant to 6.5(a), has paid or reimbursed the Executive for life insurance coverage with an insurance benefit of at least two (2) times the Executive’s Base Salary, then the payment of such life insurance benefit to the beneficiaries designated in the insurance policy replaces the Company’s obligation to pay the Death Benefits Recipient(s) the Severance Benefits set forth in Section 6.2(c)(i) – (iii). (d) The Executive may change any beneficiary designated in Exhibit B by written notice to the Company.

Termination for Death. (a) This Agreement will terminate immediately upon the Executive’s death. (b) Upon termination of this Agreement due to the Executive’s death, the Company will pay to any beneficiaries designated by the Executive in writing in Exhibit BC, or in the absence of such designation, to the Executive’s estate, (each a “Death Benefits Recipient”) (i) the Base Salary due the Executive through the date of termination, (ii) for any accrued PTO not taken by the Executive at the time of termination, and (iii) any other amounts to which the Executive was entitled at the time of termination under any bonus or compensation plan or practice of the Company, provided, however, that any bonus payments under the MICP will be governed by Section 6.2(c)(ii) and not this Section. (c) In addition, provided that the Executive’s Death Benefits Recipient executes and does not revoke a Release as provided in Section 7, the Company will pay the Death Benefits Recipient(s), in lieu of any other severance benefits or any other compensation, the Severance Benefits set forth in Section 6.2(c)(i) - (iv); provided that if the Company, immediately prior to the termination of this Agreement pursuant to 6.5(a), has paid or reimbursed the Executive for life insurance coverage with an insurance benefit of at least two (2) times the Executive’s Base Salary, then the payment of such life insurance benefit to the beneficiaries designated in the insurance policy replaces the Company’s obligation to pay the Death Benefits Recipient(s) the Severance Benefits set forth in Section 6.2(c)(i) – (iii). (d) The Executive may change any beneficiary designated in Exhibit B C by written notice to the Company. (e) In addition, provided the Executive’s dependents are participating in the Company’s health insurance plan at the time of his death, for the period beginning on the date of death and ending on the date which is twelve (12) full months following the date of death (or, if earlier, the date on which the applicable continuation period under COBRA or applicable state coverage continuation coverage laws expires) (the “COBRA Payment Period”), the Company will reimburse the Executive’s eligible dependents (1) for the premiums associated with continuation coverage for such eligible dependents pursuant to COBRA or any corresponding state law) (provided that the Executive’s dependents will be solely responsible for all matters relating to such continuation of coverage pursuant to COBRA or any corresponding state law, including, without limitation, election of such coverage and the timely payment of premiums), or (2) if the Executive’s dependents are participating the Company’s health insurance plans on the termination date and are not eligible for continuation coverage pursuant to either COBRA or any corresponding state law, for the premiums for conversion coverage if available, otherwise for the premiums of any health insurance with coverage comparable to that under the Company’s health insurance plans for the Executive and his eligible dependents who were covered under the Company’s health insurance plans as of the date of the termination of this Agreement in either case up to a maximum of 2 times the premium paid by the Company on the Executive’s behalf under the Company’s plan. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that payment of the premiums as set forth in subsection 6.5(d)(1) and (2) above would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the premiums, the Company, in its sole discretion, may elect to instead pay the Executive on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. The Executive may, but are not obligated to, use such Special Severance Payment toward the cost of health insurance premiums. On the first business day following the date on which the Executive’s right to revoke any waiver and release of legal claims has expired unexercised (which revocation period will not exceed seven calendar days following the date the Executive signs the waiver and release), the Company will make the first payment under this clause (and, in the case of the Special Severance Payment, such payment will be paid to the Executive, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments commenced on the date of termination of this Agreement, with the balance of the payments paid thereafter on the schedule described above.